0001631256-16-000057.txt : 20160811 0001631256-16-000057.hdr.sgml : 20160811 20160811162132 ACCESSION NUMBER: 0001631256-16-000057 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 81 CONFORMED PERIOD OF REPORT: 20160630 FILED AS OF DATE: 20160811 DATE AS OF CHANGE: 20160811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KBS Growth & Income REIT, Inc. CENTRAL INDEX KEY: 0001631256 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 472778257 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-207471 FILM NUMBER: 161824887 BUSINESS ADDRESS: STREET 1: 800 NEWPORT CENTER DRIVE STREET 2: SUITE 700 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 949-417-6500 MAIL ADDRESS: STREET 1: 800 NEWPORT CENTER DRIVE STREET 2: SUITE 700 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 10-Q 1 kbsgiq2201610q.htm FORM 10-Q Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________
 
FORM 10-Q
______________________________________________________
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2016
OR
o
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 333-207471
______________________________________________________
 
KBS GROWTH & INCOME REIT, INC.
(Exact Name of Registrant as Specified in Its Charter)
______________________________________________________
Maryland
 
47-2778257
(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)
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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer
 
o
 
  
Accelerated Filer
  
o
Non-Accelerated Filer
 
o
(Do not check if a smaller reporting company)
  
Smaller reporting company
  
x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x
As of August 8, 2016, there were 8,692,805 outstanding shares of Class A common stock and 15,023 outstanding shares of Class T common stock of KBS Growth & Income REIT, Inc., respectively.


INDEX TO FINANCIAL STATEMENTS
KBS GROWTH & INCOME REIT, INC.
FORM 10-Q
June 30, 2016
INDEX
 
PART I.
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
Item 3.
 
Item 4.
PART II.
 
Item 1.
 
Item 1A.
 
Item 2.
 
Item 3.
 
Item 4.
 
Item 5.
 
Item 6.
 




1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements



KBS GROWTH & INCOME REIT, INC.
CONSOLIDATED BALANCE SHEETS
 
June 30, 2016
 
December 31, 2015
 
(unaudited)
 
 
Assets
 
 
 
Real estate:
 
 
 
Land
$
17,900,000

 
$
10,600,000

Building and improvements
70,125,736

 
8,833,424

Tenant origination and absorption costs
7,121,492

 
1,987,175

Total real estate, cost
95,147,228

 
21,420,599

Less accumulated depreciation and amortization
(760,260
)
 
(340,993
)
Total real estate, net
94,386,968

 
21,079,606

Cash and cash equivalents
32,509,781

 
12,892,900

Rent and other receivables
354,091

 
305,007

Due from affiliate
3,670

 
—

Prepaid expenses and other assets, net
192,848

 
62,100

Total assets
$
127,447,358

 
$
34,339,613

Liabilities and stockholders’ equity
 
 
 
Notes payable, net
$
51,377,137

 
$
16,056,981

Accounts payable and accrued liabilities
406,797

 
232,035

Due to affiliates
3,013,532

 
1,434,522

Distributions payable
355,044

 
87,679

Below-market leases, net
5,402,099

 
113,211

Other liabilities
748,978

 
255,640

Total liabilities
61,303,587

 
18,180,068

Commitments and contingencies (Note 10)


 


Redeemable common stock
690,794

 
53,830

Stockholders’ equity
 
 
 
Preferred stock, $.01 par value; 10,000,000 shares authorized, no shares issued and outstanding
—

 
—

Class A common stock, $.01 par value per share; 500,000,000 shares authorized, 8,639,842 and 2,216,821 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively
86,398

 
22,168

Class T common stock, $.01 par value per share; 500,000,000 shares authorized, no shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively
—

 
—

Additional paid-in capital
70,225,956

 
17,078,538

Cumulative distributions and net losses
(4,859,377
)
 
(994,991
)
Total stockholders’ equity
65,452,977

 
16,105,715

Total liabilities and stockholders’ equity
$
127,447,358

 
$
34,339,613

See accompanying condensed notes to consolidated financial statements.


2
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 1. Financial Statements (continued)


KBS GROWTH & INCOME REIT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
 
For the Three Months Ended June 30,
 
For the Six Months
Ended
June 30, 2016
 
For the Period from January 27, 2015 to
June 30, 2015
 
2016
 
2015
 
 
Revenues:
 
 
 
 
 
 
 
Rental income
$
589,008

 
$
—

 
$
1,156,734

 
$
—

Tenant reimbursements
51,349

 
—

 
79,404

 
—

Other operating income
157

 
—

 
157

 
—

Total revenues
640,514

 
—

 
1,236,295

 
—

Expenses:
 
 
 
 
 
 
 
Operating, maintenance, and management
186,240

 
—

 
337,599

 
—

Property management fees and expenses to affiliate
9,548

 
—

 
17,318

 
—

Real estate taxes and insurance
73,934

 
—

 
143,345

 
—

Asset management fees to affiliate
38,568

 
—

 
58,831

 
—

Real estate acquisition fees to affiliate
1,382,637

 
—

 
1,382,637

 
—

Real estate acquisition fees and expenses
229,192

 
—

 
229,192

 
—

General and administrative expenses
367,222

 
302

 
585,731

 
472

Depreciation and amortization
218,002

 
—

 
444,531

 
—

Interest expense
95,652

 
—

 
273,493

 
—

Total expenses
2,600,995

 
302

 
3,472,677

 
472

Other income:
 
 
 
 
 
 
 
Interest income
53,765

 
—

 
73,887

 
—

Total other income
53,765

 
—

 
73,887

 
—

Net loss
$
(1,906,716
)
 
$
(302
)
 
$
(2,162,495
)
 
$
(472
)
Net loss per common share, basic and diluted
$
(0.24
)
 
$
—

 
$
(0.37
)
 
$
(0.01
)
Weighted-average number of common shares outstanding basic and diluted
8,079,510

 
63,194

 
5,842,114

 
63,194

See accompanying condensed notes to consolidated financial statements.


3
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 1. Financial Statements (continued)


KBS GROWTH & INCOME REIT, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the Period from January 27, 2015 to December 31, 2015
and the Six Months Ended June 30, 2016
(unaudited)
 
Common Stock
 
Additional
Paid-in Capital
 
Cumulative Distributions and Net Losses
 
Total Stockholders’ Equity
Shares
 
Amounts
Balance, January 27, 2015
20,000

 
$
200

 
$
199,800

 
$
—

 
$
200,000

Net loss
—

 
—

 
—

 
(776,202
)
 
(776,202
)
Issuance of common stock
2,194,161

 
21,941

 
19,083,324

 
—

 
19,105,265

Transfers to redeemable common stock
—

 
—

 
(53,830
)
 
—

 
(53,830
)
Stock dividends issued
2,660

 
27

 
23,867

 
(23,894
)
 
—

Distributions declared
—

 
—

 
—

 
(194,895
)
 
(194,895
)
Commissions on stock sales and related dealer manager fees to affiliate
—

 
—

 
(1,085,364
)
 
—

 
(1,085,364
)
Other offering costs to affiliate
—

 
—

 
(1,089,259
)
 
—

 
(1,089,259
)
Balance, December 31, 2015
2,216,821

 
22,168

 
17,078,538

 
(994,991
)
 
16,105,715

Net loss
—

 
—

 
—

 
(2,162,495
)
 
(2,162,495
)
Issuance of common stock
6,396,961

 
63,969

 
57,979,893

 
—

 
58,043,862

Transfers to redeemable common stock
—

 
—

 
(636,964
)
 
—

 
(636,964
)
Stock dividends issued
26,060

 
261

 
257,108

 
(257,369
)
 
—

Distributions declared
—

 
—

 
—

 
(1,444,522
)
 
(1,444,522
)
Commissions on stock sales and related dealer manager fees to affiliate
—

 
—

 
(4,091,616
)
 
—

 
(4,091,616
)
Other offering costs
—

 
—

 
(361,003
)
 
—

 
(361,003
)
Balance, June 30, 2016
8,639,842

 
$
86,398

 
$
70,225,956

 
$
(4,859,377
)
 
$
65,452,977

See accompanying condensed notes to consolidated financial statements.

4
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 1. Financial Statements (continued)


KBS GROWTH & INCOME REIT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
 
For the Six Months
Ended
June 30, 2016
 
For the Period from January 27, 2015 to June 30, 2015
Cash Flows from Operating Activities:
 
 
 
Net loss
$
(2,162,495
)
 
$
(472
)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
 
 
 
Depreciation and amortization
444,531

 
—

Property damage loss
134,479

 
—

Deferred rents
(119,927
)
 
—

Amortization of below-market leases
(9,891
)
 
—

Amortization of deferred financing costs
30,971

 
—

Changes in operating assets and liabilities:
 
 
 
Rents and other receivables
70,843

 
—

Prepaid expenses and other assets
(93,243
)
 
—

Accounts payable and accrued liabilities
32,561

 
—

Due from affiliate
(3,670
)
 
—

Due to affiliates
1,193,887

 
—

Other liabilities
493,338

 
—

Net cash provided by (used in) operating activities
11,384

 
(472
)
Cash Flows from Investing Activities:
 
 
 
Acquisition of real estate
(68,431,555
)
 
—

Improvements to real estate
(51,342
)
 
—

Net cash used in investing activities
(68,482,897
)
 
—

Cash Flows from Financing Activities:
 
 
 
Proceeds from notes payable
41,025,750

 
—

Principal payments on notes payable
(5,125,000
)
 
—

Payments of deferred financing costs
(611,565
)
 
—

Cash distribution advance from affiliate
1,139,648

 
—

Proceeds from issuance of common stock
57,406,898

 
200,000

Payments of commissions on stock sales and related dealer manager fees to affiliate
(4,091,616
)
 
—

Payments of other offering costs
(1,115,528
)
 
—

Distributions paid to common stockholders
(540,193
)
 
—

Net cash provided by financing activities
88,088,394

 
200,000

Net increase in cash and cash equivalents
19,616,881

 
199,528

Cash and cash equivalents, beginning of period
12,892,900

 
—

Cash and cash equivalents, end of period
$
32,509,781

 
$
199,528

Supplemental Disclosure of Cash Flow Information
 
 
 
Interest paid
$
272,576

 
$
—

Supplemental Disclosure of Noncash Investing and Financing Activities:
 
 
 
Stock dividends issued
$
257,369

 
$
—

Increase in cash distributions payable
$
267,365

 
$
—

Dividends paid to common stockholders through common stock issuances pursuant to the distribution reinvestment plan
$
636,964

 
$
—

Liabilities assumed in connection with real estate acquisition
$
113,780

 
$
—

See accompanying condensed notes to consolidated financial statements.

5
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 1. Financial Statements (continued)
KBS GROWTH & INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2016
(unaudited)



1.
ORGANIZATION
KBS Growth & Income REIT, Inc. (the “Company”) was formed on January 12, 2015 as a Maryland corporation that intends to qualify as a real estate investment trust (“REIT”) beginning with the taxable year ended December 31, 2015. Substantially all of the Company’s business is conducted through KBS Growth & Income Limited Partnership (the “Operating Partnership”), a Delaware limited partnership formed on January 14, 2015. The Company is the sole general partner of, and owns a 0.1% partnership interest in, the Operating Partnership. KBS Growth & Income REIT Holdings LLC (“REIT Holdings”), a Delaware limited liability company formed on January 14, 2015, owns the remaining 99.9% partnership interest in the Operating Partnership and is the sole limited partner. The Company is the sole member and manager of REIT Holdings.
Subject to certain restrictions and limitations, the business of the Company is externally managed by KBS Capital Advisors LLC (the “Advisor”), an affiliate of the Company, pursuant to the second amended and restated advisory agreement between the Company and the Advisor entered into on April 28, 2016, and amended on June 28, 2016 (the “Advisory Agreement”). The Advisor conducts the Company’s operations and manages its portfolio of core real estate properties and real estate-related assets. On January 27, 2015, the Company issued 20,000 shares of its common stock to the Advisor at a purchase price of $10.00 per share. On June 11, 2015, these outstanding shares of common stock were designated Class A shares of common stock. See Note 3, “Stockholders’ Equity,” for a discussion of the Company’s designation of Class A and Class T common stock.
As of June 30, 2016, the Company had invested in two office buildings. The Company intends to invest in a diverse portfolio of core real estate properties and real estate-related assets, including the acquisition of commercial properties and the acquisition and origination of real estate-related assets. The Company considers core properties to be existing properties with at least 80% occupancy. Based on the current market outlook, the Company expects its core focus in the U.S. office sector to reflect a value-creating core strategy, which is also known as a core-plus strategy. The real estate-related assets in which the Company may invest include mortgage, mezzanine, bridge and other loans, debt and derivative securities related to real estate assets, including mortgage-backed securities, and equity securities such as common stocks, preferred stocks and convertible preferred securities of other REITs and real estate companies.
The Company commenced a private placement offering exempt from registration under the Securities Act of 1933, as amended, on June 11, 2015, pursuant to which the Company offered a maximum of $105,000,000 of shares of its Class A common stock for sale to certain accredited investors (the “Private Offering”), of which $5,000,000 of Class A shares are being offered pursuant to the Company’s distribution reinvestment plan. The Company ceased offering shares in the primary portion of the Private Offering on April 27, 2016. The Company may continue to process subscriptions for the primary Private Offering dated on or prior to April 27, 2016 for up to 30 days following April 27, 2016. KBS Capital Markets Group LLC (the “Dealer Manager”), an affiliate of the Advisor, served as the dealer manager of the Private Offering pursuant to a dealer manager agreement dated June 11, 2015 (the “Private Offering Dealer Manager Agreement”). The Dealer Manager was responsible for marketing the Company’s shares in the Private Offering.
On February 4, 2015, the Company filed a registration statement on Form S-11 with the Securities and Exchange Commission (the “SEC”) to register an initial public offering of its common stock to offer a maximum of $1,500,000,000 in shares of common stock for sale to the public in the primary offering, consisting of two classes of shares: Class A and Class T (the “Primary Offering”). The Company also registered a maximum of $800,000,000 in both classes of shares of its common stock pursuant to the Company’s distribution reinvestment plan (the “DRP Offering” and, together with the Primary Offering, the “Public Offering”). The Company is offering to sell any combination of Class A and Class T shares in the Primary Offering and DRP Offering. The Company reserves the right to reallocate shares between the Primary Offering and the DRP Offering. The SEC declared the Company’s registration statement effective on April 28, 2016 and the Company retained the Dealer Manager to serve as the dealer manager of the Public Offering pursuant to a dealer manager agreement dated April 28, 2016 (the “Public Offering Dealer Manager Agreement”). The Dealer Manager will be responsible for marketing the Company’s shares in the Public Offering.
As described above, the Company intends to use substantially all of the net proceeds from the Private Offering and the Primary Offering to invest in a diverse portfolio of core real estate properties and real estate-related assets.

6
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 1. Financial Statements (continued)
KBS GROWTH & INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2016
(unaudited)

As of June 30, 2016, the Company had sold 8,548,759 shares of Class A common stock for gross offering proceeds of $76.8 million in the Private Offering, including 74,532 shares of Class A common stock under its distribution reinvestment plan for gross offering proceeds of $0.7 million. The Company commenced the Public Offering on April 28, 2016. As of June 30, 2016, the Company had not sold any shares in the Public Offering.
Additionally, on August 11, 2015, two of the individuals who own and control the Company’s sponsor, Charles J. Schreiber, Jr. (who also acts as chief executive officer, the chairman of the board and a director of the Company) and Peter M. Bren (who also acts as president of the Company), purchased 21,181.2380 and 21,181.2390 shares of Class A common stock, respectively, each for an aggregate purchase price of $172,500 or $8.144 per share. The per share purchase price reflects an 8.5% discount to the $8.90 offering price in the Private Offering in effect on the date of their purchase because selling commissions and dealer manager fees were not paid in connection with the sales. Mr. Bren’s investment was made on behalf of and for the account of three of his children, and he has disclaimed beneficial ownership of the shares. The Company issued these shares in private transactions exempt from the registration requirements pursuant to Section 4(2) of the Securities Act of 1933, as amended.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Basis of Presentation
The accompanying unaudited consolidated financial statements and condensed notes thereto have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the SEC, including the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes required by GAAP for audited financial statements.  In the opinion of management, the financial statements for the unaudited interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair and consistent presentation of the results for such periods.  Operating results for the three and six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016.
The consolidated financial statements include the accounts of the Company, REIT Holdings, the Operating Partnership, and their direct and indirect wholly owned subsidiaries.  All significant intercompany balances and transactions are eliminated in consolidation. 
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.

7
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 1. Financial Statements (continued)
KBS GROWTH & INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2016
(unaudited)

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 the 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 records 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.
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.
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 income.

8
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 1. Financial Statements (continued)
KBS GROWTH & INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2016
(unaudited)

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 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.

9
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 1. Financial Statements (continued)
KBS GROWTH & INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2016
(unaudited)

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.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents may include cash and short-term investments. Cash and cash equivalents are stated at cost, which approximates fair value. The Company’s cash and cash equivalents balance may exceed federally insurable limits. The Company intends to mitigate this risk by depositing funds with a major financial institution; however, these cash balances could be impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets. There were no restrictions on the use of the Company’s cash and cash equivalents as of December 31, 2015 and June 30, 2016.
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 non-financial and financial assets 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.

10
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 1. Financial Statements (continued)
KBS GROWTH & INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2016
(unaudited)

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.
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.
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.
Redeemable Common Stock
In connection with the Private Offering, the Company adopted a share redemption program that enabled stockholders to sell their shares to the Company in limited circumstances. On March 16, 2016, the Company adopted an Amended and Restated Share Redemption Program in anticipation of the commencement of the Public Offering and related designation of Class T shares of common stock.

11
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 1. Financial Statements (continued)
KBS GROWTH & INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2016
(unaudited)

There are several limitations on the Company’s ability to redeem shares under the share redemption program:
•
Unless the shares are being redeemed in connection with a stockholder’s death, “qualifying disability” or “determination of incompetence” (each as defined under the share redemption program), the Company may not redeem shares unless the stockholder has held the shares for one year.
•
During any calendar year, the Company may redeem only the number of shares that it could purchase with the amount of net proceeds from the sale of shares under its distribution reinvestment plan during the prior calendar year. However, the Company may increase or decrease the funding available for the redemption of shares pursuant to the program upon ten business days’ notice to its stockholders.
•
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 law, which prohibits distributions that would cause a corporation to fail to meet statutory tests of solvency.
Pursuant to the share redemption program, and provided the redeeming stockholder has held his or her shares for at least one year, the Company will initially redeem shares submitted as an ordinary redemption at 95.0% of the price paid to acquire the shares from the Company. Notwithstanding the foregoing, stock dividends will initially be redeemed at the “net investment amount” per share, which will be based on the “amount available for investment/net investment amount” percentage shown in the estimated use of proceeds table in the Company’s prospectus, as supplemented, for the Public Offering. For each class of shares designated, this amount will initially equal $9.40 per share for redemptions of shares received as a result of a stock dividend. Once the Company has established an estimated net asset value (“NAV”) per share of its common stock, it will redeem all shares submitted in connection with an ordinary redemption at 95.0% of the Company’s most recent estimated NAV per share as of the applicable redemption date.
For purposes of determining whether a redeeming stockholder has held the share submitted for redemption for at least one year, the time period begins as of the date the stockholder acquired the share; provided, that shares purchased by the redeeming stockholder pursuant to the distribution reinvestment plan or received as a stock dividend will be deemed to have been acquired on the same date as the initial share to which the distribution reinvestment plan shares or stock dividend shares relate.
The Company expects to establish an estimated NAV per share no later than 150 days after the second anniversary of the date on which the Company commenced the Public Offering. Once announced, the Company expects to update the estimated NAV per share in December of each year.
In several respects the Company treats redemptions sought upon a stockholder’s death, qualifying disability or determination of incompetence differently from other redemptions:
•
there is no one-year holding requirement;
•
until the Company establishes an estimated NAV per share, which the Company expects to be no later than September 25, 2018 (as described above), the redemption price is the amount paid to acquire the shares from the Company. Notwithstanding the foregoing, stock dividends will initially be redeemed at the “net investment amount” per share, which will be based on the “amount available for investment/net investment amount” percentage shown in the estimated use of proceeds table in the Company’s prospectus, as supplemented, for the Public Offering. For each class of shares designated, this amount will initially equal $9.40 per share for redemptions of shares received as a result of a stock dividend; and
•
once the Company has established an estimated NAV per share, the redemption price will be the estimated NAV per share as of the redemption date.
The board may amend, suspend or terminate the share redemption program upon 30 days’ notice to stockholders, provided that the Company may increase or decrease the funding available for the redemption of shares pursuant to the share redemption program upon 10 business days’ notice.

12
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 1. Financial Statements (continued)
KBS GROWTH & INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2016
(unaudited)

The Company records amounts that are redeemable under the share redemption program as redeemable common stock in its consolidated balance sheets because the shares will be mandatorily redeemable at the option of the holder and therefore their redemption is outside the control of the Company. The maximum amount redeemable under the Company’s share redemption program is limited to the number of shares the Company could redeem with the amount of the net proceeds from the sale of shares under the distribution reinvestment plan during the prior calendar year. However, because the amounts that can be redeemed are determinable and only contingent on an event that is likely to occur (e.g., the passage of time) the Company will present the net proceeds from the current year and prior year distribution reinvestment plan, net of current year redemptions, as redeemable common stock in its consolidated balance sheets.
The Company will classify as liabilities financial instruments that represent a mandatory obligation of the Company to redeem shares. 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 repurchase shares under the share redemption program, it will reclassify such obligations from temporary equity to a liability based upon their respective settlement values.
Related Party Transactions
Pursuant to the Advisory Agreement, the Private Offering Dealer Manager Agreement and the Public Offering Dealer Manager Agreement, the Company is or was obligated to pay the Advisor and the Dealer Manager specified fees upon the provision of certain services related to the Private Offering and the Public Offering, the investment of funds in real estate and real estate-related investments, management of the Company’s investments and for other services (including, but not limited to, the disposition of investments). The Company is or was also obligated to reimburse the Advisor and Dealer Manager for organization and offering costs incurred by the Advisor and the Dealer Manager on behalf of the Company, and the Company is obligated to reimburse the Advisor for acquisition and origination expenses and certain operating expenses incurred on behalf of the Company or incurred in connection with 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. See Note 8, “Related Party Transactions.”
In addition, in connection with certain property acquisitions, the Company, through indirect wholly owned subsidiaries, has entered into separate property management agreements (each, a “Property Management Agreement”) with KBS Management Group, LLC (the “Co-Manager”), an affiliate of the Advisor.
The Company records all related party fees as incurred, subject to any limitations described in the respective agreements. The Company had not incurred any disposition fees, subordinated participation in net cash flows or subordinated incentive fees payable to the Advisor through June 30, 2016.
Selling Commissions and Dealer Manager Fees
In the Private Offering, the Company paid the Dealer Manager up to 6.5% of the price per share of Class A common stock sold in the primary portion of the Private Offering as a selling commission. The Dealer Manager reallowed 100% of selling commissions earned to participating broker-dealers. No sales commissions were paid on shares sold through the distribution reinvestment plan.  In the Private Offering, the Company paid the Dealer Manager up to 2.0% of the price per share of Class A common stock sold in the primary portion of the Private Offering as a dealer manager fee. No dealer manager fee was payable on shares sold under the distribution reinvestment plan. From its dealer manager fee, the Dealer Manager could reallow to any participating broker-dealer up to 1.0% of the price per share of Class A common stock sold in the Private Offering attributable to that participating broker-dealer as a marketing fee and in special cases the dealer manager could increase the reallowance.

13
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 1. Financial Statements (continued)
KBS GROWTH & INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2016
(unaudited)

In the Public Offering, the Company pays selling commissions to the Dealer Manager in amounts up to 6.5% of the price per share of Class A common stock sold in the primary portion of the Public Offering and up to 3.0% of the price per share of Class T common stock sold in the primary portion of the Public Offering. Additionally, in the Public Offering, the Company pays dealer manager fees to the Dealer Manager in an amount up to 2.0% of the price per share of Class A and Class T common stock sold in the primary portion of the Public Offering. The Dealer Manager reallows all selling commissions to participating broker dealers and may generally reallow (from its dealer manager fee) to any participating broker dealer up to 1.0% of the gross proceeds from the primary portion of the Public Offering attributable to that participating broker dealer as a marketing fee and in select cases up to 1.5% of the gross proceeds from the primary portion of the Public Offering may be reallowed. No selling commissions or dealer manager fees are payable on shares of common stock sold under the distribution reinvestment plan.
Organization and Offering Costs
Organization and offering costs of the Company (other than selling commissions, dealer manager fees and the stockholder servicing fee) may be paid by the Advisor, the Dealer Manager or their affiliates on behalf of the Company or may be paid directly by the Company. Offering costs include all expenses incurred in connection with the Private Offering and the Public Offering. Organization costs include all expenses incurred in connection with the formation of the Company, including but not limited to legal fees and other costs to incorporate the Company.
During the Private Offering, there was no limit on the amount of organization and offering costs the Company could incur and the Company was obligated to reimburse the Advisor, the Dealer Manager or their affiliates, as applicable, for organization and offering costs (excluding wholesaling compensation expenses) paid by them on behalf of the Company. During the Public Offering, pursuant to the Advisory Agreement and the Public Offering Dealer Management Agreement, the Company is obligated to reimburse the Advisor, the Dealer Manager or their affiliates, as applicable, for organization and offering costs related to the Public Offering (excluding wholesaling compensation expenses) paid by them on behalf of the Company provided such reimbursement would not cause the total organization and offering costs borne by the Company related to the Public Offering (including selling commissions, dealer manager fees, the stockholder servicing fee and all other items of organization and offering expenses) to exceed 15% of gross offering proceeds raised in the Public Offering as of the date of reimbursement. The Company reimburses the Dealer Manager for underwriting compensation in connection with the Private Offering; however, the Company may also pay all of these costs directly as discussed in the private placement memorandum for the Private Offering. The Company also expects to reimburse the Dealer Manager for underwriting compensation in connection with the Public Offering as discussed in the prospectus for the Public Offering. The Company also pays directly or reimburses, and expects to pay directly or reimburse, the Dealer Manager for due diligence expenses of broker dealers in connection with the Private Offering and the Public Offering, respectively. In addition, the Advisor is obligated to reimburse the Company to the extent organization and offering costs (excluding selling commissions, the dealer manager fee and stockholder servicing fee) borne by the Company and incurred in connection with the Primary Offering exceed 1% of gross proceeds raised in the Primary Offering as of the termination of the Primary Offering.
As of June 30, 2016, the Company had not incurred any organization and offering costs related to the Public Offering and all such costs had been funded by the Advisor or the Dealer Manager. As a result, these organization and offering costs related to the Public Offering are not recorded in the financial statements of the Company as of June 30, 2016 because such costs are only a liability of the Company to the extent organization and offering costs incurred by the Company in connection with the Public Offering do not exceed 15% of the gross proceeds raised in the Public Offering. Organization and offering costs related to the Private Offering were not a liability to the Company until the Company satisfied the minimum offering amount in the Private Offering. Because the Company broke escrow in the Private Offering on August 12, 2015, organization and offering costs related to the Private Offering are recorded in the financial statements of the Company as of June 30, 2016. Organization costs are expensed as incurred and offering costs are deferred and charged to stockholder’s equity as such amounts are reimbursed to the Advisor, the Dealer Manager or their affiliates from the gross proceeds of the applicable offering.

14
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 1. Financial Statements (continued)
KBS GROWTH & INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2016
(unaudited)

Acquisition and Origination Fees
The Company pays the Advisor 2.0% of the cost of investments acquired or originated by the Company, or the amount to be funded to acquire or originate loans, including acquisition and origination expenses and any debt attributable to such investments, plus significant capital expenditures budgeted as of the date of acquisition related to the development, construction or improvement of a real estate property. Acquisition fees calculated based on capital expenditures budgeted as of the date of acquisition are paid at the time funds are disbursed pursuant to a final approved budget upon receipt of an invoice by the Company.
Acquisition and Origination Expenses
The Company reimburses the Advisor for customary acquisition and origination expenses (including expenses relating to potential investments that the Company does not close), such as legal fees and expenses (including fees of independent contractor in-house counsel that are not employees of the Advisor), costs of due diligence (including, as necessary, updated appraisals, surveys and environmental site assessments), travel and communications expenses, accounting fees and expenses and other closing costs and miscellaneous expenses relating to the acquisition or origination of real estate properties and real estate-related investments.
Stockholder Servicing Fee
Pursuant to the Public Offering Dealer Manager Agreement, the Company pays the Dealer Manager an annual stockholder servicing fee of 1.0% of the purchase price per share (ignoring any discounts that may be available to certain categories of purchasers) of Class T common stock sold in the Primary Offering solely to the extent there is a broker dealer of record with respect to such Class T share that has entered a currently effective selected dealer agreement or servicing agreement that provides for the payment to such broker dealer of the stockholder servicing fee with respect to such Class T share, and such broker dealer of record is in compliance with the applicable terms of such selected dealer agreement or servicing agreement related to such payment. To the extent payable, the stockholder servicing fee will accrue daily and be paid monthly in arrears, and the Dealer Manager will reallow 100% of the stockholder servicing fee to such broker dealer of record for services provided to Class T stockholders after the initial sale of the Class T share. In addition, no stockholder servicing fee will be paid with respect to Class T shares purchased through the distribution reinvestment plan or issued pursuant to a stock dividend.
The stockholder servicing fee with respect to a Class T share will cease accruing upon the earlier of any of the following events (i) the date at which aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the Primary Offering in which the Class T share was sold, as calculated by the Company with the assistance of the Dealer Manager after the termination of the Primary Offering in which the Class T share was sold, (ii) with respect to a particular Class T share, on the fourth anniversary of the issuance of the share, (iii) a listing of the Company’s common stock on a national securities exchange, (iv) a merger or other extraordinary transaction, and (v) the date the Class T share associated with the stockholder servicing fee is no longer outstanding such as upon its redemption or the Company’s dissolution.
Asset Management Fee
The Company pays the Advisor a monthly fee equal to one-twelfth of 1.6% of the cost of its investments, less any debt secured by or attributable to the investments. The cost of the real property investments is calculated as the amount paid or allocated to acquire the real property, plus the budgeted capital improvement costs for the development, construction or improvements to the property once such funds are disbursed pursuant to a final approved budget and fees and expenses related to the acquisition, but excluding acquisition fees paid or payable to the Advisor. The cost of the Company’s real estate-related investments and any investments other than real property will be calculated as the lesser of: (x) the amount paid or allocated to acquire or fund the investment, including fees and expenses related to the acquisition or origination (but excluding acquisition or origination fees paid or payable to the Advisor), and (y) the outstanding principal amount of such investment, including fees and expenses related to the acquisition or funding of such investment (but excluding acquisition or origination fees paid or payable to the Advisor). 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.

15
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 1. Financial Statements (continued)
KBS GROWTH & INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2016
(unaudited)

Property Management Fee
The Company pays the Co-Manager a monthly fee equal to a percentage of the rent (to be determined on a property by property basis, consistent with current market rates), payable and actually collected for the month, from certain property acquisitions for which the Company has entered a Property Management Agreement with the Co-Manager. See Note 8, “Related-Party Transactions — Real Estate Property Co-Management Agreement.”
Disposition Fee
For substantial assistance in connection with the sale of the Company’s assets, which includes the sale of a single asset or the sale of all or a portion of the Company’s assets through a portfolio sale, merger or business combination transaction, the Company will pay the Advisor or its affiliates a percentage of the contract sales price of the assets sold (including residential or commercial mortgage-backed securities issued by a subsidiary of the Company as part of a securitization transaction). For dispositions with a contract sales price less than or equal to $1.5 billion, the disposition fee will equal 1.5% of the contract sales price. For dispositions with a contract sales price greater than $1.5 billion, the disposition fee will equal 1.5% of the first $1.5 billion of the contract sales price, plus 1.1% of the amount of the contract sales price in excess of $1.5 billion. The disposition fee is determined on a per transaction basis and is not cumulative. The Company will not pay a disposition fee upon the maturity, prepayment or workout of a loan or other debt-related investment, provided that (i) if the Company negotiates a discounted payoff with the borrower, the Company will pay a disposition fee and (ii) if the Company takes ownership of a property as a result of a workout or foreclosure of a loan, the Company will pay a disposition fee upon the sale of such property.
Subordinated Participation in Net Cash Flows
After the Company’s common stockholders have received, together as a collective group, aggregate distributions (including distributions funded from any source and those that may constitute a return of capital for federal income tax purposes) sufficient to provide (i) a return of their gross investment amount, which is the amount calculated by multiplying the total number of shares purchased by stockholders by the issue price, reduced by the total number of shares repurchased by the Company (excluding shares received as a stock divided which we subsequently repurchased) multiplied by the weighted average issue price of the shares sold in a primary offering, and (ii) a 6% per year cumulative, noncompounded return on such gross investment amount, the Advisor is entitled to receive 15% of the Company’s net cash flows, whether from continuing operations, net sales proceeds, net financing proceeds, or otherwise. Net sales proceeds means the net cash proceeds realized by the Company after deduction of all expenses incurred (i) in connection with a disposition of the Company’s assets, or (ii) from the prepayment, maturity, workout or other settlement of any loan or other investment. Net financing proceeds means the net cash proceeds realized from the financing of the Company’s assets or refinancing of the Company’s debt. The 6% per year cumulative, noncompounded return on gross investment amount is calculated on a daily basis. In making this calculation, gross investment amount is determined for each day during the period for which the 6% per year cumulative, noncompounded return is being calculated, including a daily adjustment to reflect shares repurchased by the Company (excluding shares received as a stock divided which we subsequently repurchased), and gross investment amount is reduced by the following: (i) distributions from net sales proceeds, (ii) distributions paid from operating cash flow in excess of a cumulative, noncompounded, annual return of 6%, and (iii) distributions from net financing proceeds, except to the extent such distributions would be required to supplement prior distributions paid in order to achieve a cumulative, noncompounded, annual return of 6%. Gross investment amount is only reduced as described above; it is not reduced simply because a distribution constitutes a return of capital for federal income tax purposes.

16
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 1. Financial Statements (continued)
KBS GROWTH & INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2016
(unaudited)

Subordinated Incentive Fee
Upon a merger or listing of the Company’s common stock on a national securities exchange, the Company will pay the Advisor an incentive fee. Upon a listing this fee will equal 15% of the amount by which (i) the market value of the outstanding stock plus the total of all distributions paid by the Company to stockholders from inception until the date market value is determined (including distributions funded from any source and those that may constitute a return of capital for federal income tax purposes and excluding any stock dividends) exceeds (ii) the sum of the stockholders’ gross investment amount, which is the amount calculated by multiplying the total number of shares purchased by stockholders by the issue price, reduced by the total number of shares repurchased by the Company (excluding shares received as a stock divided which we subsequently repurchased) multiplied by the weighted average issue price of the shares sold in a primary offering, and the amount of cash flow necessary to generate a 6% per year cumulative, noncompounded return on stockholders’ gross investment amount from inception of the Company through the date the market value is determined.
Upon a merger this fee will equal 15% of the amount by which (i) the merger consideration amount plus the total of all distributions paid or declared by the Company to stockholders from inception until the closing of the merger (including distributions funded from any source and those that may constitute a return of capital for federal income tax purposes and excluding any stock dividends) exceeds (ii) the sum of the stockholders’ gross investment amount, which is the amount calculated by multiplying the total number of shares purchased by stockholders by the issue price, reduced by the total number of shares repurchased by the Company (excluding shares received as a stock divided which we subsequently repurchased) multiplied by the weighted average issue price of the shares sold in a primary offering, and the amount necessary to generate a 6% per year cumulative, noncompounded return on stockholders’ gross investment amount from the Company’s inception through the closing of the merger.
The 6.0% per year cumulative, noncompounded return on gross investment amount is calculated on a daily basis. In making this calculation, gross investment amount is determined for each day during the period for which the 6.0% per year cumulative, noncompounded return is being calculated, including a daily adjustment to reflect shares repurchased by the Company (excluding shares received as a stock dividend which the Company subsequently repurchased). In addition, gross investment amount is reduced by the following: (i) distributions from net sales proceeds, (ii) distributions paid from operating cash flow in excess of a cumulative, noncompounded, annual return of 6.0%, and (iii) distributions from net financing proceeds, except to the extent such distributions would be required to supplement prior distributions paid in order to achieve a cumulative, noncompounded, annual return of 6.0%. Gross investment amount is only reduced as described above; it is not reduced simply because a distribution constitutes a return of capital for federal income tax purposes.
Advance from the Advisor
The Advisor agreed to advance funds to the Company for distribution record dates through the period ended May 31, 2016 and, to the extent and in the amount requested by the Company, to advance funds to the Company equal to an amount up to the cumulative amount of cash distributions declared by the Company for distribution record dates for the period from June 1, 2016 to June 30, 2016. The Company is only obligated to repay the Advisor for its advance if and to the extent that:
(i)
the Company’s modified funds from operations (“MFFO”), as such term is defined by the Investment Program Association and interpreted by the Company, for the immediately preceding month exceeds the amount of cash distributions declared for record dates of such prior month (an “MFFO Surplus”), and the Company will pay the Advisor the amount of the MFFO Surplus to reduce the principal amount outstanding under the advance, provided that such payments shall only be made if management in its sole discretion expects an MFFO Surplus to be recurring for at least the next two calendar quarters, determined on a quarterly basis; or
(ii)
Excess proceeds from third-party financings are available (“Excess Proceeds”), provided that the amount of any such Excess Proceeds that may be used to repay the principal amount outstanding under the advance shall be determined by the conflicts committee in its sole discretion.
No interest accrues on the advance made by the Advisor.

17
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 1. Financial Statements (continued)
KBS GROWTH & INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2016
(unaudited)

In determining whether Excess Proceeds are available to repay the advance, the Company’s conflicts committee will consider whether cash on hand could have been used to reduce the amount of third-party financing provided to us. If such cash could have been used instead of third-party financing, the third-party financing proceeds will be available to repay the advance.
Reimbursement of Operating Expenses
The Company may reimburse the expenses incurred by the Advisor or its affiliates in connection with their provision of services to the Company, including the Company’s allocable share of the Advisor’s overhead, such as rent, employee costs, utilities and cybersecurity costs. The Advisor may seek reimbursement for employee costs under the Advisory Agreement. At this time, the Company anticipates it will only reimburse the Advisor for its allocable portion of the salaries, benefits and overhead of internal audit department personnel providing services to the Company. In the future, if the Advisor seeks reimbursement for additional employee costs, such costs may include the Company’s proportionate share of the salaries of persons involved in the preparation of documents to meet SEC reporting requirements. The Company will not reimburse the Advisor or its affiliates for employee costs in connection with services for which the Advisor or its affiliates receive acquisition or origination fees 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.
The Company reimburses the Dealer Manager for certain fees and expenses it incurs for administering the Company’s participation in the DTCC Alternative Investment Product Platform, or the AIP Platform, with respect to certain accounts of the Company’s investors serviced through the AIP Platform.
The Company has entered, together with KBS Real Estate Investment Trust, Inc., KBS Real Estate Investment Trust II, Inc., KBS Strategic Opportunity REIT, Inc., KBS Legacy Partners Apartment REIT, Inc., KBS Real Estate Investment Trust III, Inc., KBS Strategic Opportunity REIT II, Inc., the Dealer Manager, the Advisor and other KBS affiliated entities, 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.
Income Taxes
The Company intends to elect to be taxed as a REIT under the Internal Revenue Code of 1986, as amended and intends to operate as such beginning with its taxable year ended December 31, 2015. 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 its 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 to the extent it distributes qualifying 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 intends to organize and operate in such a manner as to qualify for treatment as a REIT.

18
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 1. Financial Statements (continued)
KBS GROWTH & INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2016
(unaudited)

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 for the period from January 27, 2015 to June 30, 2016. For the purpose of determining the weighted average number of shares outstanding, stock dividends issued during the period presented and subsequent to June 30, 2016 but before the issuance of the consolidated financial statements are adjusted retroactively and treated as if they were issued and outstanding for all periods presented. 
The Company has declared and issued the following stock dividends on shares of the Company’s common stock through the filing date of this report:
Declaration Date
 
Record Date
 
Issue Date
 
Amount Declared per
Share Outstanding
 
Total Shares Issued
September 14, 2015
 
September 30, 2015
 
October 1, 2015
 
0.00082192 shares
 
556
September 14, 2015
 
October 31, 2015
 
November 2, 2015
 
0.00084932 shares
 
620
October 26, 2015
 
November 30, 2015
 
December 1, 2015
 
0.00082192 shares
 
1,484
November 30, 2015
 
December 31, 2015
 
January 4, 2016
 
0.00084932 shares
 
1,883
November 30, 2015
 
January 31, 2016
 
February 1, 2016
 
0.00084932 shares
 
2,381
January 26, 2016
 
February 29, 2016
 
March 1, 2016
 
0.00076712 shares
 
2,710
January 26, 2016
 
March 31, 2016
 
April 1, 2016
 
0.00084932 shares
 
5,424
March 16, 2016
 
April 30, 2016
 
May 3, 2016
 
0.00082192 shares
 
6,355
March 16, 2016
 
May 31, 2016
 
June 1, 2016
 
0.00084932 shares
 
7,308
May 11, 2016
 
June 30, 2016
 
July 1, 2016
 
0.00082192 shares
 
7,101
May 11, 2016
 
July 31, 2016
 
August 2, 2016
 
0.00084932 shares
 
7,373
During the three and six months ended June 30, 2016, aggregate cash distributions declared per share of Class A common stock were $0.12465726 and $0.24794466 per share of Class A common stock, assuming the share was issued and outstanding each date that was a record date for distributions during the period. No shares of Class T common stock were issued and outstanding as of June 30, 2016. The Company declared cash distributions in the amount of $0.00136986 per share per day based on daily record dates for the period from January 1, 2016 through February 28, 2016 and March 1, 2016 through March 31, 2016. The Company declared cash distributions on the outstanding shares of all classes of common stock based on daily record dates for the period from April 1, 2016 through June 30, 2016. Distributions for this period were calculated based on stockholders of record each day during this period at a rate of (i) $0.00136986 per share per day, less (ii) the applicable daily class-specific stockholder servicing fees accrued for and allocable to any class of common stock, divided by the number of shares of common stock of such class outstanding as of the close of business on each respective record date.
The Company did not declare any cash distributions or stock dividends during the period from January 27, 2015 to June 30, 2015.
Square Footage, Occupancy and Other Measures
 Any references to square footage, occupancy or annualized base rent are unaudited and outside the scope of the Company’s independent registered public accounting firm’s review of the Company’s financial statements in accordance with the standards of the United States Public Company Accounting Oversight Board.


19
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 1. Financial Statements (continued)
KBS GROWTH & INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2016
(unaudited)

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.
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 change 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.

20
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 1. Financial Statements (continued)
KBS GROWTH & INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2016
(unaudited)

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) (“ASU No. 2016-13”).  ASU No. 2016-13 affects entities holding financial assets and net investments in leases that are not accounted for at fair value through net income.  The amendments in ASU No. 2016-13 require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected.  The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset.  ASU No. 2016-13 also amends the impairment model for available-for-sale securities.  An entity will recognize an allowance for credit losses on available-for-sale debt securities as a contra-account to the amortized cost basis rather than as a direct reduction of the amortized cost basis of the investment, as is currently required.  ASU No. 2016-13 also requires new disclosures.  For financial assets measured at amortized cost, an entity will be required to disclose information about how it developed its allowance for credit losses, including changes in the factors that influenced management’s estimate of expected credit losses and the reasons for those changes.  For financing receivables and net investments in leases measured at amortized cost, an entity will be required to further disaggregate the information it currently discloses about the credit quality of these assets by year of the asset’s origination for as many as five annual periods. For available for sale securities, an entity will be required to provide a roll-forward of the allowance for credit losses and an aging analysis for securities that are past due.  ASU No. 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years.  Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.  The Company is still evaluating the impact of adopting ASU No. 2016-13 on its financial statements, but does not expect the adoption of ASU No. 2016-13 to have a material impact on its financial statements.
3.
STOCKHOLDERS’ EQUITY
General
Under the Second Articles of Amendment and Restatement of the Company, the total number of shares of capital stock authorized for issuance is 1,010,000,000 shares, consisting of 1,000,000,000 shares of common stock, 500,000,000 of which are classified as shares of Class A common stock, and 10,000,000 shares of preferred stock, each as defined by the Company’s Second Articles of Amendment and Restatement. On April 8, 2016, the Company classified and designated 500,000,000 shares of its common stock as shares of Class T common stock.
The shares of common stock have a par value of $0.01 per share and entitle the holders to one vote per share on all matters upon which stockholders are entitled to vote, to receive dividends and other distributions as authorized by the board of directors in accordance with the Maryland General Corporation Law and to all rights of a stockholder pursuant to the Maryland General Corporation Law. The common stock has no preferences or preemptive, conversion or exchange rights. As of June 30, 2016 and December 31, 2015, the Company had issued 8,639,842 shares of Class A common stock and 2,216,821 shares of Class A common stock, respectively. As of June 30, 2016, there were no Class T shares issued and outstanding.
The Company is authorized to issue one or more classes or series of preferred stock. Prior to the issuance of such shares, the board of directors shall have the power from time to time to classify or reclassify, in one or more series, any unissued shares and designate the preferences, rights and privileges of such shares. As of December 31, 2015 and June 30, 2016, no shares of the Company’s preferred stock were issued and outstanding.

21
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 1. Financial Statements (continued)
KBS GROWTH & INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2016
(unaudited)

Distribution Reinvestment Plan
The Company has adopted a distribution reinvestment plan, as amended and restated (the “DRP”), through which common stockholders may elect to reinvest an amount equal to the cash distributions declared on their shares, excluding those distributions that the board of directors designates as ineligible for reinvestment through the DRP, in additional shares of the Company’s common stock in lieu of receiving cash distributions. Purchases pursuant to the DRP will be in the same class of shares as the shares for which such stockholder received the distributions that are being reinvested. Until the Company announces an estimated NAV per share, participants in the DRP will acquire shares of common stock at a price per share equal to 95% of the then-current offering price for shares in the primary portion of an offering (whether in the primary portion of the Private Offering, the Public Offering or a follow-on primary offering and ignoring any discounts that may be available to certain categories of purchasers) or 95% of the most recent offering price in a primary offering if there is no current offering. This DRP offering price was initially $8.455 per share of common stock and increased to $8.598 effective November 19, 2015, $8.740 effective December 3, 2015, $8.835 effective February 4, 2016 and $8.930 effective March 31, 2016, in accordance with the pricing schedule for the Private Offering.
Upon the commencement of the Public Offering on April 28, 2016, the DRP offering price increased to $9.88 per Class A share and $9.50 per Class T share. Once the Company has announced an estimated NAV per share, which the Company expects to occur no later than 150 days after the second anniversary of the date on which the Company commences the Public Offering, participants in the DRP will acquire shares of common stock at a price equal to 95% of the estimated NAV per share of the Company’s common stock. The board of directors of the Company may amend or terminate the DRP for any reason upon 10 days’ notice to participants.
4.
REAL ESTATE
As of June 30, 2016, the Company owned two office buildings containing 320,903 rentable square feet, which were collectively 97% occupied. The following table provides summary information regarding the properties owned by the Company as of June 30, 2016:
Property
 
Date Acquired
 
City
 
State
 
Property
Type
 
Total
Real Estate
at Cost
 
Accumulated
Depreciation
and
Amortization
 
Total
Real Estate,
Net
Von Karman Tech Center
 
08/12/2015
 
Irvine
 
CA
 
Office
 
$
21,303,114

 
$
(760,260
)
 
$
20,542,854

Commonwealth Building
 
06/30/2016
 
Portland
 
OR
 
Office
 
73,844,114

 
—

 
73,844,114

 
 
 
 
 
 
 
 
 
 
$
95,147,228

 
$
(760,260
)
 
$
94,386,968

As of June 30, 2016, the following properties represented more than 10% of the Company’s total assets:
Property
 
Location
 
Rentable
Square
Feet
 
Total
Real Estate, Net
 
Percentage
of Total
Assets
 
Annualized Base Rent (1)
 
Average Annualized Base Rent per sq. ft.
 
Occupancy
Von Karman Tech Center
 
Irvine, CA
 
101,161

 
$
20,542,854

 
16.1
%
 
$
2,277.218

 
$
22.51

 
100.0
%
Commonwealth Building
 
Portland, OR
 
219,742

 
$
73,844,114

 
57.9
%
 
$
5,333,405

 
$
25.22

 
96.2
%
_____________________
(1) Annualized base rent represents annualized contractual base rental income as of June 30, 2016, 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.

22
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 1. Financial Statements (continued)
KBS GROWTH & INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2016
(unaudited)

Operating Leases
The Company’s real estate properties are leased to tenants under operating leases for which the terms and expirations vary. As of June 30, 2016, the leases had remaining terms, excluding options to extend, of up to 10.0 years with a weighted-average remaining term of 4.4 years. Some of the leases have provisions to extend the term of the leases, options for early termination for all or a part of the leased premises after paying a specified penalty, 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 $0.6 million and $0.2 million as of June 30, 2016 and December 31, 2015.
During the six months ended June 30, 2016, the Company recognized deferred rent from tenants of $0.1 million. As of June 30, 2016, the cumulative deferred rent balance was $0.3 million and is included in rents and other receivables on the accompanying balance sheets.
As of June 30, 2016, the future minimum rental income from the Company’s properties under its non-cancelable operating leases was as follows:
July 1, 2016 through December 31, 2016
$
3,471,166

2017
7,085,156

2018
6,250,399

2019
5,554,550

2020
5,067,624

Thereafter
7,865,000

 
$
35,293,895

As of June 30, 2016, the Company had a concentration of credit risk related to LNH, Inc., a tenant in Von Karman Tech in the computer industry, which represented 12% of the Company’s annualized base rent. The tenant individually occupied 44,892 rentable square feet or approximately 14% of the total rentable square feet of the Company’s real estate portfolio. Its lease expires on June 30, 2023, with two five-year extension options. As of June 30, 2016, the annualized base rent for this tenant was approximately $0.9 million or $20.05 per square foot. No other tenant represented more than 10% of the Company’s annualized base rent.
No material tenant credit issues have been identified at this time.

23
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 1. Financial Statements (continued)
KBS GROWTH & INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2016
(unaudited)

As of June 30, 2016, the Company’s real estate properties were leased to approximately 40 tenants over a diverse range of industries. 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)
 
Percentage of Annualized Base Rent
Professional, scientific and legal
 
8
 
$
1,974,880

 
25.9
%
Information
 
5
 
1,508,800

 
19.8
%
Computer system design and programming
 
3
 
1,070,613

 
14.1
%
_____________________
(1) Annualized base rent represents annualized contractual base rental income as of June 30, 2016, 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.
As of June 30, 2016, no other tenant industries accounted for more than 10% of annualized base rent.
Recent Acquisition
Commonwealth Building
On June 30, 2016, the Company, through an indirect wholly owned subsidiary, acquired an office building containing 219,742 rentable square feet located on approximately 0.46 acres of land in Portland, Oregon (the “Commonwealth Building”). The purchase price of the Commonwealth Building was approximately $68.5 million, net of $0.5 million of closing credits. The Company allocated the purchase price of this property to the fair value of the assets acquired and liabilities assumed. At acquisition, the Company allocated $7.3 million to land, $61.4 million to building and improvements, $5.1 million to tenant origination and absorption costs and $5.3 million to below-market lease liabilities. The intangible assets and liabilities acquired in connection with this acquisition have weighted-average amortization periods as of the date of acquisition of 4.8 years for tenant origination and absorption costs and 4.7 years for below-market lease liabilities.
The Company recorded the real estate acquisition as a business combination and expensed $1.6 million of acquisition costs related to this property for the three and six months ended June 30, 2016, respectively. During the three and six months ended June 30, 2016, the Company recognized $16,000 of total revenues and $6,600 of operating expenses from this property, respectively.
5.
TENANT ORIGINATION AND ABSORPTION COSTS AND BELOW-MARKET LEASE LIABILITIES
As of June 30, 2016 and December 31, 2015, the Company’s tenant origination and absorption costs and below-market lease liabilities were as follows:
 
Tenant Origination and
Absorption Costs
 
Below-Market
Lease Liabilities
 
June 30, 2016
 
December 31, 2015
 
June 30, 2016
 
December 31, 2015
Cost
$
7,121,492

 
$
1,987,175

 
$
(5,416,885
)
 
$
(122,143
)
Accumulated Amortization
(319,738
)
 
(144,599
)
 
14,786

 
8,932

Net Amount
$
6,801,754

 
$
1,842,576

 
$
(5,402,099
)
 
$
(113,211
)
During the three and six months ended June 30, 2016, the Company recorded $0.1 million and $0.2 million of amortization expense related to tenant origination and absorption costs, respectively, and $4,224 and $9,891 as an increase to rental income related to amortization of below-market lease liabilities, respectively.

24
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 1. Financial Statements (continued)
KBS GROWTH & INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2016
(unaudited)

6.
NOTES PAYABLE
As of June 30, 2016, the Company’s notes payable consisted of the following:
 
 
Book Value
as of
June 30,
2016
 
Book Value
as of
December 31, 2015
 
Contractual
Interest Rate as of
June 30, 2016 (1)
 
Effective Interest Rate at
June 30, 2016 (1)
 
Payment
Type 
 
Maturity Date (2)
Von Karman Tech Center Mortgage Loan (3)
 
$
11,246,790

 
$
16,346,040

 
One-month LIBOR + 1.90%
 
2.36%
 
Interest Only
 
09/01/2020
Commonwealth Building Mortgage Loan (4)
 
$
41,000,000

 
—

 
One-month LIBOR + 2.15%
 
2.60%
 
Interest Only
 
07/01/2021
Notes payable principal outstanding
 
52,246,790

 
16,346,040

 
 
 
 
 
 
 
 
Deferred financing costs, net
 
(869,653
)
 
(289,059
)
 
 
 
 
 
 
 
 
Notes payable, net
 
$
51,377,137

 
$
16,056,981

 
 
 
 
 
 
 
 
_____________________
(1) Contractual interest rate represents the interest rate in effect under the loan as of June 30, 2016. Effective interest rate is calculated as the actual interest rate in effect at June 30, 2016 (consisting of the contractual interest rate), using interest rate indices at June 30, 2016, where applicable.
(2) Represents the maturity date as of June 30, 2016; subject to certain conditions, the maturity dates of certain loans may be extended beyond the dates shown.
(3) On April 11, 2016, the Company repaid $5.1 million of the Von Karman Tech Center Mortgage Loan principal balance. In connection with the partial repayment of the Von Karman Tech Center Mortgage Loan, the interest rate was reduced from a floating rate of 350 basis points over one-month LIBOR to a floating rate of 190 basis points over one-month LIBOR.
(4) See “— Recent Financing Transaction.”
During the three and six months ended June 30, 2016, the Company incurred $0.1 million and $0.3 million of interest expense, respectively. As of June 30, 2016 and December 31, 2015, $22,087 and $52,142 of interest expense was payable. Included in interest expense during the three and six months ended June 30, 2016 was $15,485 and $30,971 of amortization of deferred financing costs, respectively.
Recent Financing Transaction
Commonwealth Building Mortgage Loan
On June 30, 2016, in connection with the acquisition of the Commonwealth Building, the Company, through an indirect wholly owned subsidiary, entered into a mortgage loan with an unaffiliated lender for borrowings up to $47.4 million, secured by the Commonwealth Building (the “Commonwealth Building Mortgage Loan”). As of June 30, 2016, $41.0 million of the loan had been disbursed to the Company and the remaining $6.4 million was available for future disbursements, subject to certain terms and conditions contained in the loan documents. The Commonwealth Building Mortgage Loan matures on July 1, 2021, with two one-year extension options, subject to certain terms and conditions contained in the loan documents, and bears interest at a floating rate of 215 basis points over one-month LIBOR. Monthly payments are interest-only. The remaining principal balance, all accrued and unpaid interest and all other sums due under the loan documents are due at maturity. The Company has the right to prepay all or a portion of the Commonwealth Building Mortgage Loan commencing July 1, 2017, subject to certain fees and conditions contained in the loan documents.

25
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 1. Financial Statements (continued)
KBS GROWTH & INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2016
(unaudited)

KBS GI REIT Properties, LLC (“KBS GI REIT Properties”), the Company’s wholly owned subsidiary, in connection with the Commonwealth Building Mortgage Loan, is providing a guaranty of the payment of certain potential liabilities, costs, losses, damages, fees and expenses incurred by the lender relating to the Commonwealth Building Mortgage Loan as a result of certain intentional actions or omissions of the owner of the property in violation of the loan documents, or certain other occurrences in relation to the Commonwealth Building and/or the owner of the property, including the recovery of certain funds under the loan documents, as further described in the guaranty. KBS GI REIT Properties is also providing a guaranty of the principal balance and any interest or other sums outstanding under the Commonwealth Building Mortgage Loan in the event of: certain bankruptcy, insolvency or related proceedings involving the owner of the property as described in the guaranty; and any transfer of the owner of the property’s interest in the Commonwealth Building in violation of the loan documents or other prohibited transfers and secondary financings related to the Commonwealth Building.
7.
FAIR VALUE DISCLOSURES
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 non-financial and financial assets at fair value on a non-recurring basis (e.g., carrying value of impaired real estate loans receivable and long-lived assets). Fair value, as defined under GAAP, is 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.
The fair value for certain financial instruments is derived using 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 financial instrument for which it is practicable to estimate the fair value:
Cash and cash equivalents, restricted cash, and accounts payable and accrued liabilities: These balances approximate their fair values due to the short maturities of these items.
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.

26
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 1. Financial Statements (continued)
KBS GROWTH & INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2016
(unaudited)

The following were the face value, carrying amount and fair value of the Company’s notes payable as of June 30, 2016 and December 31, 2015:
 
 
June 30, 2016
 
December 31, 2015
 
 
Face Value
 
Carrying Amount
 
Fair Value
 
Face Value
 
Carrying Amount
 
Fair Value
Financial liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Notes payable 
 
$
52,246,790

 
$
51,377,137

 
$
52,157,850

 
$
16,346,040

 
$
16,056,981

 
$
16,556,729

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. The actual value could be materially different from the Company’s estimate of value.
8.
RELATED-PARTY TRANSACTIONS
Pursuant to the Advisory Agreement, the Private Offering Dealer Manager Agreement and the Public Offering Dealer Manager Agreement, the Company is or was obligated to pay the Advisor and the Dealer Manager specified fees upon the provision of certain services related to the Private Offering and the Public Offering, the investment of funds in real estate and real estate-related investments, management of the Company’s investments and for other services (including, but not limited to, the disposition of investments). The Company is or was also obligated to reimburse the Advisor and Dealer Manager for organization and offering costs incurred by the Advisor and the Dealer Manager on behalf of the Company, and the Company is obligated to reimburse the Advisor for acquisition and origination expenses and certain operating expenses incurred on behalf of the Company or incurred in connection with 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.
In addition, in connection with certain property acquisitions, the Company, through indirect wholly owned subsidiaries, will enter or has entered into separate Property Management Agreements with the Co-Manager, an affiliate of the Advisor.
The Company has also entered into a fee 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 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 II, Inc., KBS Real Estate Investment Trust III, Inc., KBS Strategic Opportunity REIT, Inc., KBS Legacy Partners Apartment REIT, Inc. and KBS Strategic Opportunity REIT II, Inc.
The Company has entered, together with KBS Real Estate Investment Trust, Inc., KBS Real Estate Investment Trust II, Inc., KBS Strategic Opportunity REIT, Inc., KBS Legacy Partners Apartment REIT, Inc., KBS Real Estate Investment Trust III, Inc., KBS Strategic Opportunity REIT II, Inc., the Dealer Manager, the Advisor and other KBS affiliated entities, 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.

27
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 1. Financial Statements (continued)
KBS GROWTH & INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2016
(unaudited)

During the six months ended June 30, 2016 and 2015, no other business transactions occurred between the Company and KBS Real Estate Investment Trust, Inc., KBS Real Estate Investment Trust II, Inc., KBS Real Estate Investment Trust III, Inc., KBS Strategic Opportunity REIT, Inc., KBS Legacy Partners Apartment REIT, Inc. and KBS Strategic Opportunity REIT II, Inc.
Pursuant to the terms of these agreements, summarized below are the related-party costs incurred by the Company for the three and six months ended June 30, 2016, three months ended June 30, 2015 and for the period from January 27, 2015 to June 30, 2015, and any related amounts payable as of June 30, 2016 and December 31, 2015.
 
Incurred
Payable as of
 
Three Months Ended June 30,
 
Six Months Ended
June 30, 2016
 
For the Period from January 27, 2015 to June 30, 2015
 
 
 
 
 
2016
 
2015
 
 
 
June 30, 2016
 
December 31, 2015
Expensed
 
 
 
 
 
 
 
 
 
 
 
Asset management fees
$
38,568

 
$
—

 
$
58,831

 
$
—

 
$
—

 
$
—

Reimbursement of operating expenses (1)
32,834

 
—

 
84,361

 
—

 
16,526

 
205,276

Property management fees (2)
9,548

 
—

 
17,318

 
—

 
—

 
—

Real estate acquisition fees
1,382,637

 
—

 
1,382,637

 
—

 
1,382,637

 
—

Other Arrangement
 
 
 
 
 
 
 
 
 
 
 
Advisor advance for cash distributions (3)
681,359

 
—

 
1,139,648

 
—

 
1,338,145

 
198,497

Additional Paid-in Capital
 
 
 
 
 
 
 
 
 
 
 
Selling commissions
1,152,658

 
—

 
2,986,278

 
—

 
—

 
—

Dealer manager fees
391,943

 
—

 
1,105,338

 
—

 
—

 
—

Reimbursable other offering costs (4)
33,342

 
—

 
358,325

 
—

 
276,224

 
1,030,749

 
$
3,722,889

 
$
—

 
$
7,132,736

 
$
—

 
$
3,013,532

 
$
1,434,522

_____________________
(1) Reimbursable operating expenses primarily related to directors and officers liability insurance, legal fees, state and local taxes, 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 $34,731 and $37,278 for the three and six months ended June 30, 2016, and were the only type of employee costs reimbursed under the Advisory Agreement for the three and six months ended June 30, 2016. 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. In addition to the amounts above, the Company reimburses the Advisor for certain of the Company’s direct costs incurred from third parties that were initially paid by the Advisor on behalf of the Company.
(2) See “Real Estate Property Co-Management Agreement” below.
(3) See Note 2, “Summary of Significant Accounting Policies – Related Party Transactions – Advance from the Advisor.”
(4) See Note 2, “Summary of Significant Accounting Policies – Related Party Transactions – Organization and Offering Costs” for more information related to other offering costs related to the Private Offering and Public Offering.
As of June 30, 2016, the Company had $3,670 due from the Advisor related to a property insurance rebate.

28
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 1. Financial Statements (continued)
KBS GROWTH & INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2016
(unaudited)

Real Estate Property Co-Management Agreement
On March 9, 2016, the Company entered into a property management agreement (the “ Von Karman Property Management Agreement”) with the Co-Manager, an affiliate of the Advisor, in connection with Von Karman Tech Center. Pursuant to the Von Karman Property Management Agreement, the Co-Manager will provide certain management services related to Von Karman Tech Center in addition to those provided by the third-party property manager. In exchange for these services, the owner of Von Karman Tech Center, the Company’s indirect wholly owned subsidiary (the “Owner”), will pay the Co-Manager a monthly fee equal to 1.5% of the rent, payable and actually collected for the month, from the Von Karman Tech Center. The Co-Manager will generally be responsible for all expenses it incurs in rendering services pursuant to the Von Karman Property Management Agreement. The effective date of the Von Karman Property Management Agreement was January 1, 2016 and the initial term of the Von Karman Property Management Agreement is for one year and will be deemed renewed for successive one-year periods provided it is not terminated. Each party may terminate the Von Karman Property Management Agreement without cause on 30 days’ written notice to the other party and may terminate the Von Karman Property Management Agreement for cause on 5 days’ written notice to the other party upon the occurrence of certain events as detailed in the Von Karman Property Management Agreement.
9.
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma information for the three and six months ended June 30, 2016 and 2015 has been prepared to give effect to the acquisition of the Commonwealth Building as if this acquisition occurred on January 27, 2015. This pro forma information does not purport to represent what the actual results of operations of the Company would have been had the acquisitions occurred on this date, nor does it purport to predict the results of operations for future periods.
 
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30, 2016
 
For the Period from January 27, 2015 to
June 30, 2015
 
 
2016
 
2015
 
 
Revenues
 
$
2,221,893

 
$
1,450,284

 
$
4,357,608

 
$
2,899,072

Depreciation and amortization
 
$
960,784

 
$
601,650

 
$
1,916,518

 
$
1,197,920

Net loss
 
$
(355,912
)
 
$
(96,333
)
 
$
(702,193
)
 
$
(187,456
)
The unaudited pro forma information for the three and six months ended June 30, 2016 was adjusted to exclude $1.6 million of acquisition costs related to the Commonwealth Building incurred by the Company in 2016.
10.
COMMITMENTS AND CONTINGENCIES
Economic Dependency
The Company depends on the Advisor and the Dealer Manager for certain services that are essential to the Company, including the sale of the Company’s shares of common stock; the identification, evaluation, negotiation, origination, acquisition and disposition of investments; management of the daily operations of the Company’s investment portfolio; and other general and administrative responsibilities. In the event that these companies are unable to provide the respective services, the Company will be required to obtain such services from other sources.

29
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 1. Financial Statements (continued)
KBS GROWTH & INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2016
(unaudited)

Environmental
As an owner of real estate, the Company is subject to various environmental laws of federal, state and local governments. Although there can be no assurance, the Company is not aware of any environmental liability that could have a material adverse effect on its financial condition or results of operations. However, changes in applicable environmental laws and regulations, the uses and conditions of properties in the vicinity of the Company’s property, the activities of its tenants and other environmental conditions of which the Company is unaware with respect to the property could result in future environmental liabilities.
Legal Matters
From time to time, the Company may become 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.
11.
SUBSEQUENT EVENTS
The Company evaluates subsequent events up until the date the consolidated financial statements are issued.
Status of the Offering
The Company commenced the Public Offering on April 28, 2016. As of August 8, 2016, the Company had not sold any Class A common stock in the Primary Offering. As of August 8, 2016, the Company had sold 38,412 shares of Class A common stock for gross offering proceeds of $379,515 in the Public Offering pursuant to the DRP. As of August 8, 2016, the Company had sold 15,010 shares of Class T common stock for gross offering proceeds of $150,099 in the Public Offering, including shares sold pursuant to the DRP.
Distributions and Stock Dividends
On July 1, 2016, the Company paid cash distributions of $355,044, which related to Class A cash distributions declared for daily record dates for each day in the period from June 1, 2016 through June 30, 2016. On August 2, 2016, the Company paid cash distributions of $368,003 and $99, which related to Class A and Class T cash distributions declared for daily record dates for each day in the period from July 1, 2016 through July 31, 2016, respectively.
On July 6, 2016, the Company’s board of directors declared cash distributions on the outstanding shares of all classes of the Company’s common stock based on daily record dates for the period from August 1, 2016 through August 31, 2016, which the Company expects to pay in September 2016. On August 10, 2016, the Company’s board of directors declared cash distributions on the outstanding shares of all classes of the Company’s common stock based on daily record dates for the period from September 1, 2016 through September 30, 2016, which the Company expects to pay in October 2016, and the period from October 1, 2016 through October 31, 2016, which the Company expects to pay in November 2016. Investors may choose to receive cash distributions or purchase additional shares through the Company’s distribution reinvestment plan. Distributions for these periods will be calculated based on stockholders of record each day during these periods at a rate of (i) $0.00136986 per share per day, reduced by (ii) the applicable daily class-specific stockholder servicing fees accrued for and allocable to any class of common stock, divided by the number of shares of common stock of such class outstanding as of the close of business on the respective record date.
On July 1, 2016, the Company issued 7,101 shares of Class A common stock in connection with stock dividends declared for each share of common stock outstanding on June 30, 2016. On August 2, 2016, the Company issued 7,360 shares of Class A common stock and 13 shares of Class T common stock in connection with Class A and Class T stock dividends declared for each share of common stock outstanding on July 31, 2016.

30
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 1. Financial Statements (continued)
KBS GROWTH & INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2016
(unaudited)

On July 6, 2016, the Company’s board of directors declared stock dividends of 0.00084932 shares of common stock on each outstanding share of common stock to all stockholders of record as of the close of business on August 31, 2016, which the Company expects to issue in September 2016. On August 10, 2016, the Company’s board of directors declared stock dividends of 0.00082192 shares and 0.00084932 shares of common stock on each outstanding share of common stock to all stockholders of record as of the close of business on September 30, 2016 and October 31, 2016, respectively, which the Company expects to issue in October 2016 and November 2016, respectively. Stock dividends are issued in the same class of shares as the shares for which such stockholder received the stock dividend.
Commonwealth Building Property Co-Management Agreement
On July 18, 2016, the Company entered a property management agreement (the “Commonwealth Property Management Agreement”) with the Co-Manager in connection with the Commonwealth Building. Pursuant to the Commonwealth Property Management Agreement, the Co-Manager will provide certain management services related to the Commonwealth Building in addition to those provided by the third-party property manager. In exchange for these services, the Company will pay the Co-Manager a monthly fee equal to 1.25% of the rent, payable and actually collected for the month, from the Commonwealth Building. The Co-Manager will generally be responsible for all expenses it incurs in rendering services pursuant to the Commonwealth Property Management Agreement. The effective date of the Commonwealth Property Management Agreement was July 1, 2016 and the initial term of the agreement is for one year and will be deemed renewed for successive one year periods provided it is not terminated. Each party may terminate the Commonwealth Property Management Agreement without cause on 30 days’ written notice to the other party and each party may terminate the agreement for cause on five days’ written notice to the other party upon the occurrence of certain events as detailed in the agreement.




31
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the accompanying financial statements of KBS Growth & Income REIT, Inc. and the notes thereto. As used herein, the terms “we,” “our” and “us” refer to KBS Growth & Income REIT, Inc., a Maryland corporation, and, as required by context, KBS Growth & Income Limited Partnership, a Delaware limited partnership, which we refer to as the “Operating Partnership,” and to their subsidiaries.
Forward-Looking Statements
Certain statements included in this Quarterly Report on Form 10-Q are forward-looking statements. Those statements include statements regarding the intent, belief or current expectations of KBS Growth & Income REIT, 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:
•
We commenced investment operations on August 12, 2015 in connection with our first investment and we have a limited operating history. We are dependent on KBS Capital Advisors LLC (“KBS Capital Advisors”), our advisor, to identify suitable investments and to manage our investments.
•
All of our executive officers, our affiliated directors and other key real estate and debt finance professionals are also officers, affiliated directors, managers, key professionals and/or holders of a direct or indirect controlling interest in our advisor, our dealer manager, KBS Management Group, LLC (the “Co-Manager”) and/or other KBS-affiliated entities. As a result, they face conflicts of interest, including significant conflicts created by our advisor’s and its affiliates’ 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.
•
Because investment opportunities that are suitable for us may also be suitable for other KBS-sponsored programs or KBS-advised investors, our advisor and its affiliates face conflicts of interest relating to the purchase of properties and other investments and such conflicts may not be resolved in our favor, meaning that we could invest in less attractive assets, which could reduce the investment return to our stockholders.
•
Our advisor and its affiliates receive fees in connection with transactions involving the purchase or origination and management of our investments. These fees 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. This may influence our advisor to recommend riskier transactions to us and increases our stockholders’ risk of loss. In addition, we have paid and will pay substantial fees to and expenses of our advisor, our dealer manager, the Co-Manager, their affiliates and participating broker-dealers, which payments increase the risk that our stockholders will not earn a profit on their investment. We may also pay significant fees during our listing/liquidation stage.
•
If we are unable to raise substantial funds during our offering stage, we may not be able to acquire a diverse portfolio of real estate investments, which may cause the value of an investment in us to vary more widely with the performance of specific assets and cause our general and administrative expenses to constitute a greater percentage of our revenue. Raising fewer proceeds during our offering stage, therefore, could increase the risk that our stockholders will lose money in their investment.
•
We may fund distributions from any source, including, without limitation, offering proceeds or borrowings (which may constitute a return of capital). Until the proceeds from our offering stage are fully invested and from time to time during our operational stage, we expect to use proceeds from financings, either from our advisor or a third-party, to fund at least a portion of distributions in anticipation of cash flow to be received in later periods. We may also fund distributions from the sale of assets or from the maturity, payoff or settlement of debt investments. As of June 30, 2016, all distributions paid have been funded with advances from our advisor. Distributions funded from sources other than our cash flow from operations will result in dilution to subsequent investors, reduce funds available for investment in assets and may reduce the overall return to our stockholders.
•
If we are unable to locate investments with attractive yields while we are investing the proceeds raised in our offering stage, our distributions and the long-term returns of our investors may be lower.


32
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)


•
Our policies do not limit us from incurring debt until our aggregate borrowings would exceed 300% of our net assets (before deducting depreciation or other non-cash reserves), and we may exceed this limit with the approval of the conflicts committee of our board of directors. During the early stages of our public offering, and to the extent financing in excess of this limit is available on attractive terms, our conflicts committee may approve debt such that our aggregate borrowings would exceed this limit. High debt levels could limit the amount of cash we have available to distribute and could result in a decline in the value of our stockholders’ investment.
•
We depend on tenants for the revenue generated by any real estate investments we make and, accordingly, the revenue generated by our real estate investments is dependent upon the success and economic viability of our tenants. Revenues from any properties we acquire 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 any debt service obligations we have incurred and limiting our ability to pay distributions to our stockholders.
•
Any real estate investments we make 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 real estate properties and assets directly securing any real estate-related investments we acquire or originate could decrease. Such events would make it more difficult for the borrowers under such investments to meet their payment obligations. These events could in turn make it more difficult for us to meet debt service obligations and limit our ability to pay distributions to our stockholders.
•
We cannot predict with any certainty how much, if any, of our distribution reinvestment plan proceeds will be available for general corporate purposes including, but not limited to: the repurchase of shares under our share redemption program; capital expenditures, tenant improvement costs and leasing costs related to any real estate properties we acquire; reserves required by any financings of real estate investments; funding obligations under any real estate loan receivable; the acquisition or origination of real estate investments, which would include payment of acquisition or origination fees to our advisor; and the repayment of debt. If such funds are not available from our distribution reinvestment plan offering, then we may have to use a greater proportion of our cash flow from operations to meet these cash requirements, which would reduce cash available for distributions and could limit our ability to redeem shares under our share redemption program.
•
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.
•
We have debt obligations with variable interest rates and may incur additional variable rate debt in the future. The interest and related payments will vary with the movement of LIBOR or other indexes. Increases in the indexes could increase the amount of our debt payments and limit our ability to pay distributions to our stockholders.
All forward-looking statements should be read in light of the risks identified in the “Risk Factors”
section of our Registration Statement on Form S-11 (File No. 333-207471) filed with the Securities and Exchange Commission (the “SEC”), as the same may be amended and supplemented from time to time.
Overview
We were formed on January 12, 2015 as a Maryland corporation that intends to qualify as a real estate investment trust (“REIT”) beginning with the taxable year ended December 31, 2015 and we intend to continue to operate in such a manner. Substantially all of our business is conducted through our Operating Partnership, of which we are the sole general partner. Subject to certain restrictions and limitations, our business is externally managed by our advisor pursuant to an advisory agreement. KBS Capital Advisors manages our operations and our portfolio of core real estate properties and real estate-related assets. KBS Capital Advisors also provides asset-management, marketing, investor-relations and other administrative services on our behalf. Our advisor acquired 20,000 shares of our Class A common stock for an initial investment of $200,000. We have no paid employees.
We commenced a private placement offering exempt from registration under the Securities Act of 1933, as amended, on June 11, 2015, pursuant to which we offered a maximum of $105,000,000 of shares of our Class A common stock for sale to certain accredited investors, of which $5,000,000 of Class A shares are being offered pursuant to our distribution reinvestment plan. We ceased offering shares in the primary portion of our private offering on April 27, 2016 and processed subscriptions for the primary portion of the private offering dated on or prior to April 27, 2016 for up to 30 days following April 27, 2016. KBS Capital Markets Group LLC, an affiliate of our advisor, served as the dealer manager of the offering pursuant to a dealer manager agreement and was responsible for marketing our shares in the offering.

33
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)


As of June 30, 2016, we had sold 8,548,759 shares of our Class A common stock for gross offering proceeds of $76.8 million in our private offering, including 74,532 shares of our Class A common stock under our distribution reinvestment plan for gross offering proceeds of $0.7 million.
Additionally, on August 11, 2015, two of the individuals who own and control our sponsor, Charles J. Schreiber, Jr. (who also acts as our chief executive officer, chairman of the board and director) and Peter M. Bren (who also acts as our president), purchased 21,181.2380 and 21,181.2390 shares of our Class A common stock, respectively, each for an aggregate purchase price of $172,500 or $8.144 per share. The per share purchase price reflects an 8.5% discount to the $8.90 offering price in our private offering in effect on the date of their purchase because selling commissions and dealer manager fees were not paid in connection with the sales. Mr. Bren’s investment was made on behalf of and for the account of three of his children, and he has disclaimed beneficial ownership of the shares. We issued these shares in private transactions exempt from the registration requirements pursuant to Section 4(2) of the Securities Act of 1933, as amended.
On February 4, 2015, we filed a registration statement on Form S-11 with the SEC to register an initial public offering to offer a maximum of $1,500,000,000 in shares of common stock for sale to the public in the primary offering, consisting of two classes of shares: Class A and Class T. We are also offering a maximum of $800,000,000 in both classes of shares of our common stock pursuant to our distribution reinvestment plan. We are offering to sell any combination of Class A and Class T shares in the public offering and distribution reinvestment plan offering. We reserve the right to reallocate shares between these offerings. The SEC declared our registration effective on April 28, 2016 and we retained KBS Capital Markets Group LLC to serve as the dealer manager of the initial public offering. The dealer manager is responsible for marketing our shares in the initial public offering. As of June 30, 2016, we had not sold any shares in the initial public offering.
We intend to use substantially all of the net proceeds from our private and public offerings to invest in a diverse portfolio of core real estate properties and real estate-related assets. We consider core properties to be existing properties with at least 80% occupancy. Based on the current market outlook, we expect our core focus in the U.S. office sector to reflect a value-creating core strategy, which is also known as a core-plus strategy. The real estate-related assets in which we may invest include mortgage, mezzanine, bridge and other loans, debt and derivative securities related to real estate assets, including mortgage-backed securities, and equity securities such as common stocks, preferred stocks and convertible preferred securities of other REITs and real estate companies. As of June 30, 2016, we owned two office buildings.
KBS Capital Advisors will make recommendations on all investments to our board of directors. All proposed real estate investments must be approved by at least a majority of our board of directors, including a majority of the conflicts committee. Unless otherwise provided by our charter, the conflicts committee may approve a proposed real estate investment without action by the full board of directors if the approving members of the conflicts committee constitute at least a majority of the board of directors.
We intend to elect to be taxed as a REIT under the Internal Revenue Code, beginning with the taxable year ended December 31, 2015. If we meet the REIT qualification requirements, we generally will not be subject to federal income tax on the income that we distribute to our stockholders each year. If we fail to qualify for taxation as a REIT in any year after electing REIT status, our income will be taxed at regular corporate rates, and we may be precluded from qualifying for treatment as a REIT for the four-year period following our failure to qualify. Such an event could materially and adversely affect our net income and cash available for distribution to our stockholders. However, we believe that we will be organized and will operate in a manner that will enable us to qualify for treatment as a REIT for federal income tax purposes beginning with our taxable year ended December 31, 2015, and we intend to continue to operate so as to remain qualified as a REIT for federal income tax purposes thereafter.
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. Prior to the June 23, 2016 vote in the United Kingdom in favor of leaving the European Union, economic data and financial market developments suggested that the global economy was improving, although at a slow incremental rate. Growth in most advanced economies remained lackluster, with low potential growth and a gradual closing of output gaps. Prospects remained uneven across emerging markets and developing economies, with some improvement for a few large emerging markets, in particular Brazil and Russia, pointing to a modest upward revision to 2017 global growth relative to the International Monetary Fund’s April 2016 forecast.

34
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)


The outcome of the U.K. vote, which surprised global financial markets, implies downside risk for the world economy. As a result, the International Monetary Fund recently downgraded the global outlook for 2016 and 2017, despite the better-than-expected performance in early 2016. This downgrade in outlook reflects the expected macroeconomic consequences of a sizable increase in uncertainty, including on the political front. This uncertainty is projected to take a toll on both business and consumer confidence and investment. The initial financial market reaction was severe but generally orderly. As of mid-July 2016, the Great Britain Pound was weakened by about 10 percent since the June 23, 2016 vote; despite some rebound, equity prices are lower in some sectors, especially for European banks; and yields on higher quality assets have declined. Historically low interest rates have been reached in many developed nations.
In the United States, economic growth has been relatively steady and modest. In the United States, first-quarter growth was 0.8%, which was weaker than expected, triggering a downward revision of 0.2% to the 2016 growth forecast. The high-frequency indicators point to a pick up in growth in the U.S. economy in the second quarter and for the remainder of the year, consistent with fading headwinds from a strong U.S. dollar and lower energy sector investment. The impact of Brexit is projected to be muted for the United States, as lower long-term interest rates and a more gradual path of monetary policy normalization in the United States are expected to broadly offset larger corporate spreads, a stronger U.S. dollar, and some decline in confidence in the U.S. economy.
The low interest rate policy of the Federal Reserve Board remains in place. While the U.S. Federal Reserve appeared ready to raise interest rates in in the second half of 2016, increased global geopolitical and economic risks seem to have muted those expectations until late 2016 or early 2017.
Europe and Japan continue to engage in unconventional monetary policy. Asset purchases and stimulus programs in both regions have driven interest rates and investment yields to new lows. Both regions now have historically low interest rates, with some government and corporate bonds trading with negative yields. While the intent of these policies is to spur economic growth, the size of these programs is unprecedented, and the ultimate impact on those economies and the broader global financial system remains unknown.
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. Slowing economic growth, poor corporate earnings and increased global geopolitical risks have caused the markets to discount the likelihood of substantial ongoing tightening of monetary policy. This, in turn, has kept the U.S. yield curve near all-time lows.
The U.S. commercial real estate market continues to benefit from 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. However, in the first half of 2016, this trend appears to be slowing. Despite international equity capital continuing to flow into the U.S. markets, lenders have cooled to the market. For balance sheet lenders, such as banks and insurance companies, underwriting standards have been tightened. This has resulted in lower loan-to-value and coverage ratios. The lack of CMBS lending has added pressure to the situation as CMBS lenders are trying to adjust to the new securitization rules which require issuers to maintain an ongoing equity stake in pooled transactions. These trends have led to increased uncertainty in the level and cost of debt for commercial properties, and in turn has injected some volatility into commercial real estate markets.
Impact on Our Real Estate Investments
The volatility in the global financial markets continues to cause a level of uncertainty in our outlook for the performance of the U.S. commercial real estate markets. 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, 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 Federal Reserve increased interest rates in Q4 2015, and has left the door open for another increase at the end of 2016. 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.

35
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)


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 financing new investments and/or refinancing some of our debt obligations prior to or at maturity or we may not be able to finance new investments or refinance existing obligations at terms as favorable as the terms of our existing indebtedness. 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.
Liquidity and Capital Resources
We are dependent upon the net proceeds from our offering stage to conduct our proposed operations. We will obtain the capital required to make real estate and real estate-related investments and conduct our operations from the proceeds of our offering stage, from secured or unsecured financings from banks and other lenders and from any undistributed funds from our operations. As of June 30, 2016, we had raised approximately $76.8 million in gross offering proceeds from the sale of shares of our Class A common stock in our private offering and separate private transactions.
If we are unable to raise substantial funds during our offering stage, we will make fewer investments resulting in less diversification in terms of the type, number and size of investments we make and the value of an investment in us will fluctuate more significantly with the performance of the specific assets we acquire. Further, we will have certain fixed operating expenses, including certain expenses as a publicly offered REIT, regardless of whether we are able to raise substantial funds during our offering stage. Our inability to raise substantial funds would increase our fixed operating expenses as a percentage of gross income, reducing our net income and cash flow and limiting our ability to make distributions to our stockholders. We expect to establish a modest working capital reserve from our offering proceeds for maintenance and repairs of real properties, as we expect the vast majority of leases for the properties we acquire will provide for tenant reimbursement of operating expenses. However, to the extent that we have insufficient funds for such purposes, we may establish additional reserves from gross offering proceeds, out of cash flow from operations or net cash proceeds from the sale of properties.
As of June 30, 2016, we owned two office properties that were 97% occupied. We acquired these investments with the proceeds from the sale of our common stock in the private offering and debt financing, including a bridge loan from our advisor that we have since repaid. Operating cash needs during the six months ended June 30, 2016 were met through cash flow generated by this real estate investment and with proceeds from our private offering.
Our investments in real estate generate cash flow in the form of rental revenues and tenant reimbursements, which are reduced by operating expenditures, capital expenditures, debt service payments, the payment of asset management fees and corporate general and administrative expenses. Cash flow from operations from real estate investments will be 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.
Our advisor advanced funds to us for distribution record dates through the period ended June 30, 2016. We are only obligated to repay our advisor for its advance if and to the extent that:
(i)
Our modified funds from operations (“MFFO”), as such term is defined by the Investment Program Association and interpreted by us, for the immediately preceding month exceeds the amount of distributions declared for record dates of such prior month (an “MFFO Surplus”), and we will pay our advisor the amount of the MFFO Surplus to reduce the principal amount outstanding under the advance, provided that such payments shall only be made if management in its sole discretion expects an MFFO Surplus to be recurring for at least the next two calendar quarters, determined on a quarterly basis; or
(ii)
Excess proceeds from third-party financings are available (“Excess Proceeds”), provided that the amount of any such Excess Proceeds that may be used to repay the principal amount outstanding under the advance shall be determined by the conflicts committee in its sole discretion.
No interest accrues on the advance made by our advisor.
In determining whether Excess Proceeds are available to repay the advance, our conflicts committee will consider whether cash on hand could have been used to reduce the amount of third-party financing provided to us. If such cash could have been used instead of third-party financing, the third-party financing proceeds will be available to repay the advance.

36
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)


We expect that once we have fully invested the proceeds raised during our offering stage, our debt financing and other liabilities will be between 35% and 65% of the cost of our tangible assets (before deducting depreciation or other non-cash reserves). Though this is our target leverage, our charter does not limit us from incurring debt until our aggregate borrowings would exceed 300% of our net assets (before deducting depreciation or other non-cash reserves), though we may exceed this limit under certain circumstances. During the early stages of our public offering, and to the extent financing in excess of this limit is available at attractive terms, the conflicts committee may approve debt in excess of this limit. As of June 30, 2016, our aggregate borrowings were approximately 46% of our net assets before deducting depreciation or other non-cash reserves.
In addition to making investments in accordance with our investment objectives, we expect to use our capital resources to make certain payments to our advisor, our dealer manager and our affiliated property manager. These payments will include payments to our dealer manager for selling commissions, the dealer manager fee and the stockholder servicing fee, and payments to the dealer manager and our advisor for reimbursement of certain organization and other offering expenses. See “—Organization and Offering Costs” below.
During our acquisition and development stage, we expect to make payments to our advisor in connection with the selection and acquisition or origination of real estate investments, the management of our assets and costs incurred by our advisor in providing services to us. The asset management fee payable to our advisor is a monthly fee equal to one-twelfth of 1.6% of the cost of our investments, less any debt secured by or attributable to our investments. The cost of our real property investments will be calculated as the amount paid or allocated to acquire the real property, plus budgeted capital improvement costs for the development, construction or improvements to the property once such funds are disbursed pursuant to a final approved budget and fees and expenses related to the acquisition, but excluding acquisition fees paid or payable to our advisor. The cost of our real estate-related investments and any investments other than real property will be calculated as the lesser of: (x) the amount paid or allocated to acquire or fund the investment, including fees and expenses related to the acquisition or origination (but excluding acquisition or origination fees paid or payable to our advisor), and (y) the outstanding principal amount of such investment, including fees and expenses related to the acquisition or funding of such investment (but excluding acquisition or origination fees paid or payable to our advisor). 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.
We also pay fees to the Co-Manager, an affiliate of our advisor, for certain property management services related to certain property acquisitions we make and for which we have entered a property management agreement with the Co-Manager.
We intend to elect to be taxed as a REIT and to operate as a REIT beginning with our taxable year ended December 31, 2015. To maintain our qualification as a REIT, we will be required to make aggregate annual distributions to our stockholders of at least 90% of our REIT taxable income (computed without regard to the dividends-paid deduction and excluding net capital gain). 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. Provided we have sufficient available cash flow, we intend to authorize and declare cash distributions based on daily record dates and pay cash distributions on a monthly basis. During our offering stage, we also intend to authorize and declare stock dividends based on monthly record dates and to issue stock dividends on a monthly basis. We have not established a minimum distribution level.
Cash Flows from Operating Activities
As of June 30, 2016, we owned two office properties. During the six months ended June 30, 2016, net cash provided by operating activities was $11,384. We expect that our cash flows from operating activities will increase in future periods as a result of anticipated future acquisitions of real estate and real estate-related investments and the related operations of such investments.
Cash Flows from Investing Activities
Net cash used in investing activities was $68.5 million for the six months ended June 30, 2016 and consisted primarily of the following:
•
$68.4 million of cash for the acquisition of one real estate property; and
•
$0.1 million of cash for improvements to real estate.

37
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)


Cash Flows from Financing Activities
During the six months ended June 30, 2016, net cash provided by financing activities was $88.1 million and consisted primarily of the following:
•
$35.3 million of net cash provided by debt financing as a result of proceeds from notes payable of $41.0 million, partially offset by principal payments on notes payable of $5.1 million and payments of deferred financing costs of $0.6 million;
•
$52.2 million of net cash provided by offering proceeds related to our private placement offering, net of payments of commissions, dealer manager fees and other organization and offering costs of $5.2 million;
•
$1.1 million of cash advanced from our advisor for cash distributions; and
•
$0.5 million of net cash distributions, after giving effect to distributions reinvested by stockholders of $0.6 million.
Contractual Commitments and Contingencies
The following is a summary of our contractual obligations as of June 30, 2016.
 
 
 
 
Payments Due During the Years Ending December 31,
Contractual Obligations
 
Total
 
Remainder of
2016
 
2017-2018
 
2019-2020
 
Thereafter
Outstanding debt obligations (1)
 
$
52,246,790

 
$
—

 
$
—

 
$
11,246,790

 
$
41,000,000

Interest payments on outstanding debt obligations (2)
 
6,444,078

 
671,184

 
2,662,848

 
2,578,506

 
531,540

_____________________
(1) Amounts include principal payments only.
(2) Projected interest payments are based on the outstanding principal amount, maturity date and interest rate in effect as of June 30, 2016 (consisting of the contractual interest rate). We incurred interest expense of $242,522, excluding amortization of deferred financing costs totaling $30,971 during the six months ended June 30, 2016.
Results of Operations
Overview
The SEC declared the registration statement for our initial public offering effective on April 28, 2016. Prior to this, we conducted a private placement offering exempt from registration under the Securities Act of 1933, as amended, that commenced on June 11, 2015. We ceased offering shares in the primary portion of the private offering on April 27, 2016 and processed subscriptions for the primary portion of the private offering dated on or prior to April 27, 2016 for up to 30 days following April 27, 2016. Our results of operations as of June 30, 2016 are not indicative of those expected in future periods as we commenced investment operations on August 12, 2015 in connection with our first investment. On June 30, 2016, we acquired our second real estate investment. During the period from January 27, 2015 to June 30, 2015, we had been formed but had not yet commenced any significant operations. As a result, we had no material results of operations for that period.
As of June 30, 2016, we owned two office buildings. Rental income and tenant reimbursements were $0.6 million and $1.2 million for the three and six months ended June 30, 2016, respectively. For the three months ended June 30, 2016, we incurred depreciation and amortization expense of $0.2 million, operating, maintenance and management costs of $0.2 million, real estate taxes and insurance expenses of $0.1 million and interest expense of $0.1 million relating to the mortgage debt on our office buildings. For the six months ended June 30, 2016, we incurred depreciation and amortization expense of $0.4 million, operating, maintenance and management costs of $0.3 million, real estate taxes and insurance expenses of $0.1 million and interest expense of $0.3 million relating to the mortgage loans on our office buildings. We incurred asset management fees of $38,568 and $58,831 for the three and six months ended June 30, 2016, all of which have been paid as of June 30, 2016.
We expect that rental income and tenant reimbursements, depreciation and amortization expense and expenses from operating, maintenance and management, real estate taxes and insurance, interest expense and asset management fees to each increase in future periods as a result of owning the investment acquired in 2016 for an entire period and anticipated future acquisitions of real estate investments.
General and administrative expenses for the three and six months ended June 30, 2016 totaled $0.4 million and $0.6 million, respectively. These general and administrative costs consisted primarily of professional fees, independent director fees, distribution and dividend processing costs and directors and officers insurance expense. We expect general and administrative costs to increase in the future as a result of owning the investment acquired in 2016 for an entire period and anticipated future acquisitions of real estate investments.

38
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

As a result of our acquisition of the Commonwealth Building on June 30, 2016, we incurred $1.6 million of real estate acquisition fees and expenses to affiliates and non-affiliates.
Organization and Offering Costs
Our organization and offering costs (other than selling commissions, dealer manager fees and the stockholder servicing fee) may be paid by our advisor, our dealer manager or their affiliates on our behalf or may be paid directly by us. Offering costs include all expenses incurred in connection with the private offering and the initial public offering. Organization costs include all expenses incurred in connection with our formation, including but not limited to legal fees and other costs to incorporate.
During the private offering, there was no limit on the amount of organization and offering costs we could incur and we are obligated to reimburse our advisor, our dealer manager or their affiliates, as applicable, for organization and offering costs (excluding wholesaling compensation expenses) paid by them on behalf of us. As of June 30, 2016, we had recorded $1.5 million of offering costs (other than selling commissions and dealer manager fees) related to our private offering, of which $0.3 million is payable to our advisor or its affiliates on behalf of us as of June 30, 2016.
During the initial public offering, pursuant to the advisory agreement and dealer manager agreement for the initial public offering, we are obligated to reimburse our advisor, our dealer manager or their affiliates, as applicable, for organization and offering costs related to the initial public offering (excluding wholesaling compensation expenses) paid by them on our behalf provided such reimbursement would not cause the total organization and offering costs borne by us related to the initial public offering (including selling commissions, dealer manager fees, the stockholder servicing fee and all other items of organization and offering expenses) to exceed 15% of gross offering proceeds raised in the initial public offering as of the date of reimbursement.
We reimburse our dealer manager for underwriting compensation in connection with the private offering; however, we may also pay all of these costs directly as discussed in the private placement memorandum for the private offering. We also expect to reimburse our dealer manager for underwriting compensation in connection with the initial public offering as discussed in the prospectus for the initial public offering. We also pay directly or reimburse, and expect to pay directly or reimburse, the dealer manager for due diligence expenses of broker dealers in connection with the private offering and the initial public offering, respectively.
In addition, our advisor is obligated to reimburse us to the extent organization and offering costs (excluding selling commissions, the dealer manager fee and stockholder servicing fee) borne by us and incurred in connection with the primary initial public offering exceed 1% of gross proceeds raised in the primary initial public offering as of the termination of the primary initial public offering.
As of June 30, 2016, the Company had not incurred any organization and offering costs related to the initial public offering and all such costs had been funded by our advisor or our dealer manager. As a result, these organization and offering costs related to the initial public offering are not recorded in our financial statements as of June 30, 2016 because such costs are only a liability of us to the extent organization and offering costs incurred by us in connection with the initial public offering do not exceed 15% of the gross proceeds raised in the initial public offering. Through June 30, 2016, our advisor and its affiliates had incurred organization and offering costs on our behalf in connection with our initial public offering of approximately $2.9 million.

39
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)


Distributions
During our offering stage, when we may raise capital more quickly than we acquire income producing assets, and from time to time during our operational stage, we may not pay distributions solely from our cash flow from operating activities, in which case distributions may be paid in whole or in part from debt financing, including advances from our advisor, if necessary. Distributions declared, distributions paid and cash flow (used in) provided by operations were as follows for the first and second quarters of 2016:
 
 
Cash Distributions Declared (1)
 
Cash Distribution Declared Per Share (1) (2)
 
 Cash Distributions Paid (3)
 
Cash Flows (used in) provided by Operations
Period
 
 
 
Cash
 
Reinvested
 
Total
 
First Quarter 2016
 
$
440,001

 
$
0.123

 
$
117,241

 
$
197,330

 
$
314,571

 
$
(199,188
)
Second Quarter 2016
 
1,004,521

 
0.125

 
422,952

 
439,634

 
862,586

 
210,572

 
 
$
1,444,522

 
$
0.248

 
$
540,193

 
$
636,964

 
$
1,177,157

 
$
11,384

_____________________
(1) Distributions for the periods from January 1, 2016 through February 28, 2016 and March 1, 2016 through June 30, 2016 were based on daily record dates. We declared cash distributions in the amount of $0.00136986 per share per day based on daily record dates for the period from January 1, 2016 through February 28, 2016 and March 1, 2016 through March 31, 2016. We declared cash distributions on the outstanding shares of all classes of common stock based on daily record dates for the period from April 1, 2016 through June 30, 2016. Distributions for this period were calculated based on stockholders of record each day during this period at a rate of (i) $0.00136986 per share per day, less (ii) the applicable daily class-specific stockholder servicing fees accrued for and allocable to any class of common stock, divided by the number of shares of common stock of such class outstanding as of the close of business on each respective record date.
(2) Assumes share was issued and outstanding each day that was a record date for distributions during the period presented.
(3) Distributions are paid on a monthly basis. In general, distributions for all record dates of a given month are paid on or about the first business day of the following month.
For the six months ended June 30, 2016, we paid aggregate distributions of $1.2 million, including $0.6 million of distributions paid in cash and $0.6 million of distributions reinvested through our distribution reinvestment plan. Our net loss for the six months ended June 30, 2016 was $2.2 million. Cash flow provided by operations for the six months ended June 30, 2016 was $11,384. We funded our total distributions paid, which includes net cash distributions and distributions reinvested by stockholders, with $1.2 million of advances from our advisor. See “—Liquidity and Capital Resources” above for a discussion of the terms of the advance from our advisor.
From inception through June 30, 2016, we paid cumulative distributions of $1.3 million and our cumulative net loss during the same period was $2.9 million. To the extent that we pay distributions from sources other than our cash flow from operating activities, we will have less funds available for the acquisition of real estate investments, the overall return to our stockholders may be reduced and subsequent investors will experience dilution.
In addition, during the six months ended June 30, 2016, our board of directors declared stock dividends for each month based on a single record date at the end of each month in an amount that would equal a 1% annualized stock dividend per share of common stock if paid each month for a year. Stock dividends are issued in the same class of shares as the shares for which such stockholder received the stock dividend.
Going forward we expect our board of directors to continue to authorize and declare cash distributions based on daily record dates and to pay these distributions on a monthly basis and during our offering stage to continue to authorize and declare stock dividends based on a single record date as of the end of the month, and to issue these dividends on a monthly basis. Cash distributions and stock dividends will be determined by our board of directors based on our financial condition and such other factors as our board of directors deems relevant. Our board of directors has not pre-established a percentage rate of return for stock dividends or cash distributions to stockholders. We have not established a minimum dividend or distribution level, and our charter does not require that we make dividends or distributions to our stockholders.

40
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)


Over the long-term, we expect that a greater percentage of our distributions will be paid from cash flow from operations and funds from operations (“FFO”) (except with respect to distributions related to sales of our assets and distributions related to the repayment of principal under real estate-related investments). Our operating performance cannot be accurately predicted and may deteriorate in the future due to numerous factors, including those discussed under “Risk Factors” in our Registration Statement on Form S-11 (File No. 333-207471), filed with the SEC, as the same may be amended and supplemented from time to time. Those factors include: our ability to raise capital to make additional investments; the future operating performance of our current and future real estate investments in the existing real estate and financial environment; our advisor’s ability to identify additional real estate investments that are suitable to execute our investment objectives; the success and economic viability of our tenants; to the extent we make investments in real estate loans, the ability of our borrowers and their sponsors to make their debt service payments and/or to repay their loans upon maturity; our ability to refinance existing indebtedness at comparable terms; changes in interest rates on any variable rate debt obligations we incur; and the level of participation in our distribution reinvestment plan. In the event our FFO and/or cash flow from operations decrease in the future, the level of our distributions may also decrease. In addition, future distributions declared and paid may exceed FFO and/or cash flow from operations.
Critical Accounting Policies
Below is a discussion of the accounting policies that management believes are or will be critical to our operations. We consider these policies 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 as of 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.
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 the 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, 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, 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.

41
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)


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 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.

42
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)


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.
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 non-financial and financial assets 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).

43
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)


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.
Subsequent Events
We evaluate subsequent events up until the date the consolidated financial statements are issued.
Status of the Offering
We commenced our initial public offering on April 28, 2016. As of August 8, 2016, we had not sold any Class A common stock in the primary portion of the initial public offering. As of August 8, 2016, we had sold 38,412 shares of Class A common stock for gross offering proceeds of $379,515 in the Public Offering pursuant to the distribution reinvestment plan. As of August 8, 2016, we had sold 15,010 shares of Class T common stock for gross offering proceeds of $150,099 in the Public Offering, including shares sold pursuant to the distribution reinvestment plan.
Distributions and Stock Dividends
On July 1, 2016, we paid cash distributions of $355,044, which related to Class A cash distributions declared for daily record dates for each day in the period from June 1, 2016 through June 30, 2016. On August 2, 2016, we paid cash distributions of $368,003 and $99, which related to Class A and Class T cash distributions declared for daily record dates for each day in the period from July 1, 2016 through July 31, 2016, respectively.
On July 6, 2016, our board of directors declared cash distributions on the outstanding shares of all classes of our common stock based on daily record dates for the period from August 1, 2016 through August 31, 2016, which we expect to pay in September 2016. On August 10, 2016, our board of directors declared cash distributions on the outstanding shares of all classes of our common stock based on daily record dates for the period from September 1, 2016 through September 30, 2016, which we expect to pay in October 2016, and the period from October 1, 2016 through October 31, 2016, which we expect to pay in November 2016. Investors may choose to receive cash distributions or purchase additional shares through our distribution reinvestment plan. Distributions for these periods will be calculated based on stockholders of record each day during these periods at a rate of (i) $0.00136986 per share per day, reduced by (ii) the applicable daily class-specific stockholder servicing fees accrued for and allocable to any class of common stock, divided by the number of shares of common stock of such class outstanding as of the close of business on the respective record date.
On July 1, 2016, we issued 7,101 shares of Class A common stock in connection with stock dividends declared for each share of common stock outstanding on June 30, 2016. On August 2, 2016, we issued 7,360 shares of Class A common stock and 13 shares of Class T common stock in connection with Class A and Class T stock dividends declared for each share of common stock outstanding on July 31, 2016.
On July 6, 2016, our board of directors declared stock dividends of 0.00084932 shares of common stock on each outstanding share of common stock to all stockholders of record as of the close of business on August 31, 2016, which we expect to issue in September 2016. On August 10, 2016, our board of directors declared stock dividends of 0.00082192 shares and 0.00084932 shares of common stock on each outstanding share of common stock to all stockholders of record as of the close of business on September 30, 2016 and October 31, 2016, respectively, which we expect to issue in October 2016 and November 2016, respectively. Stock dividends are issued in the same class of shares as the shares for which such stockholder received the stock dividend.

44
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)


Commonwealth Building Property Co-Management Agreement
On July 18, 2016, we entered a property management agreement (the “Commonwealth Property Management Agreement”) with the Co-Manager in connection with the Commonwealth Building. Pursuant to the Commonwealth Property Management Agreement, the Co-Manager will provide certain management services related to the Commonwealth Building in addition to those provided by the third-party property manager. In exchange for these services, we will pay the Co-Manager a monthly fee equal to 1.25% of the rent, payable and actually collected for the month, from the Commonwealth Building. The Co-Manager will generally be responsible for all expenses it incurs in rendering services pursuant to the Commonwealth Property Management Agreement. The effective date of the Commonwealth Property Management Agreement was July 1, 2016 and the initial term of the agreement is for one year and will be deemed renewed for successive one year periods provided it is not terminated. Each party may terminate the Commonwealth Property Management Agreement without cause on 30 days’ written notice to the other party and each party may terminate the agreement for cause on five days’ written notice to the other party upon the occurrence of certain events as detailed in the agreement.





45
PART I. FINANCIAL INFORMATION (CONTINUED)
Item 3. 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 and to fund the acquisition, expansion and refinancing of our real estate investment portfolio and operations. We will also be exposed to the effects of changes in interest rates as a result of the acquisition and origination of mortgage, mezzanine, bridge and other loans. 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 may manage interest rate risk by maintaining a ratio of fixed rate, long-term debt such that floating rate exposure is kept at an acceptable level or 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 the payment of distributions to holders of our common stock and that the losses may exceed the amount we invested in the instruments.
We expect to borrow funds and make investments at a combination of fixed and variable rates. Interest rate fluctuations will generally not affect future earnings or cash flows on fixed rate debt or fixed rate real estate loans receivable unless such instruments mature or are otherwise terminated. However, interest rate changes will affect the fair value of fixed rate instruments. At June 30, 2016, we did not have any fixed rate debt or fixed rate real estate loans receivable outstanding.
Conversely, movements in interest rates on variable rate debt and loans receivable would change 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. At June 30, 2016, we were exposed to market risks related to fluctuations in interest rates on $52.2 million of variable rate debt outstanding. Based on interest rates as of June 30, 2016, if interest rates were 100 basis points higher during the 12 months ending June 30, 2017, interest expense on our variable rate debt would increase by $0.5 million. As of June 30, 2016, one-month LIBOR was 0.46505% and if this index was reduced to 0% during the 12 months ending June 30, 2017, interest expense on our variable rate debt would decrease by $0.2 million.
The weighted average interest rate of our variable rate debt at June 30, 2016 was 2.55%.  The interest rate represents the actual interest rate in effect at June 30, 2016 (consisting of the contractual interest rate), using interest rate indices as of June 30, 2016 where applicable.
Item 4. 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.

46
PART II. OTHER INFORMATION



Item 1.Legal Proceedings
None.
Item 1A.Risk Factors
Please see the risks identified under “Risk Factors” in our Registration Statement on Form S-11 (File No. 333-207471) filed with the SEC, as the same may be amended and supplemented from time to time.
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds
a)
During the period covered by this Form 10-Q, we sold the following equity securities that were not registered under the Securities Act of 1933 (the “Act”).
Pursuant to Rule 506(b) of Regulation D of the Securities Act of 1933, as amended, we conducted a private offering for the sale of a maximum of $105,000,000 of shares of our Class A common stock to accredited investors through a best efforts private placement offering which commenced on June 11, 2015 (the “Private Offering”). The exemption is available to us because the shares are being offered and sold solely to accredited investors without the use of general solicitation. On April 27, 2016, the Company ceased offering shares in the primary portion of the private offering and processed subscription agreements for the primary private offering for up to 30 days following April 27, 2016 for subscription agreements dated on or before April 27, 2016. $100,000,000 of shares were offered in the primary portion of the Private Offering and were sold at a purchase price of $8.90, $9.05, $9.20, $9.30 or $9.40 per share depending upon the amount of gross proceeds raised in the Private Offering, with discounts available to some categories of purchasers. Shares were sold in the primary portion of the private offering at $8.90 until November 18, 2015, $9.05 from November 19, 2015 to December 2, 2015, $9.20 from December 3, 2015 to February 3, 2016, $9.30 from February 4, 2016 to March 30, 2016, $9.40 from March 31, 2016 to the termination of the Private Offering. The Company is also offering up to $5,000,000 of shares of Class A common stock pursuant to a distribution reinvestment plan under the private offering at a purchase price equal to 95% of the then-current offering price for shares in our primary offering (whether in the primary private offering or a follow-on primary offering and ignoring any discounts that may be available to certain categories of purchasers) or 95% of the most recent offering price in a primary offering if there is no current offering. From inception through August 8, 2016, we had raised approximately $76.8 million related to the sale of 8,548,759 shares of common stock in the private offering and incurred total underwriting expenses of approximately $5.6 million. Of this amount, in the period from January 1, 2016 through June 30, 2016, we sold 6,396,961 shares of common stock in the private offering for gross offering proceeds of $58.0 million and incurred total underwriting expenses of approximately $4.3 million.
b)
On April 28, 2016, our Registration Statement on Form S-11 (File No. 333-207471) was declared effective under the Securities Act of 1933, covering a public offering of up to $1,500,000,000 in shares of common stock in our primary offering, consisting of two classes of shares: Class A shares at a price of $10.39 per share and Class T shares at $10.00 per share. Both classes of shares have discounts available to certain categories of purchasers. We are also offering of up to $800,000,000 in shares of common stock under our distribution reinvestment plan: Class A shares at a price of $9.88 per share and Class T shares at a price of $9.50 per share. The amount of selling commissions differs among Class A shares and Class T shares, and there is an ongoing stockholder servicing fee with respect to Class T shares sold in the primary initial public offering. We are offering to sell any combination of Class A and Class T shares in our primary offering and distribution reinvestment plan offering. We reserve the right to reallocate shares between the primary offering and our distribution reinvestment plan offering. We commenced our initial public offering on April 28, 2016 upon retaining KBS Capital Markets Group LLC, an affiliate of our advisor, as the dealer manager of our offering. We expect to sell the shares registered in our primary offering over a two-year period. Under rules promulgated by the SEC, in some instances we may extend the primary offering beyond that date. We may sell shares under the distribution reinvestment plan beyond the termination of the primary offering until we have sold all the shares under the plan. As of June 30, 2016, no sales had been made under the offering.
    





47
PART II. OTHER INFORMATION (CONTINUED)
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds (continued)

As of June 30, 2016, organization and offering costs of $2.9 million have been incurred by our advisor and its affiliates on our behalf in connection with our initial public offering. We will be liable for such costs up to an amount that, when combined with selling commissions, dealer manager fees and the stockholder servicing fee, does not exceed 15% of the gross proceeds of the initial public offering. However, at the termination of our primary initial public offering, our advisor and its affiliates will reimburse us to the extent that the organization and other offering expenses (excluding selling commissions, dealer manager fees and the stockholder servicing fee) paid directly or reimbursed by us in connection with our primary initial public offering exceed 1.0% of gross primary initial public offering proceeds. Our advisor and its affiliates will be responsible for any organization and other offering expenses related to the primary initial public offering to the extent they exceed 1.0% of gross primary initial public offering proceeds as of the termination of the primary initial public offering.
We expect to use substantially all of the net proceeds from our private offering and our ongoing initial public offering to acquire and manage a diverse portfolio of core real estate properties and real estate-related assets, including the acquisition of commercial properties and the acquisition and origination of real estate-related assets. The real estate-related assets in which we may invest include mortgage, mezzanine, bridge and other loans; debt and derivative securities related to real estate assets, including mortgage-backed securities; equity securities such as common stocks, preferred stocks and convertible preferred securities of other REITs and real estate companies.
c)
We have adopted a share redemption program that may enable stockholders to sell their shares to us in limited circumstances.
Pursuant to the share redemption program, as amended to date, there are several limitations on our ability to redeem shares:
•
Unless the shares are being redeemed in connection with a stockholder’s death, “qualifying disability” or “determination of incompetence” (each as defined under the share redemption program), we may not redeem shares until the stockholder has held his or her shares for one year.
•
During any calendar year, we may redeem only the number of shares that we could purchase with the amount of net proceeds from the sale of shares under our distribution reinvestment plan during the prior calendar year. However, we may increase or decrease the funding available for the redemption of shares pursuant to the program upon ten business days’ notice to our stockholders.
•
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 law, which prohibits distributions that would cause a corporation to fail to meet statutory tests of solvency.
Pursuant to the share redemption program, and provided the redeeming stockholder has held his or her shares for at least one year, we will initially redeem shares submitted as an ordinary redemption at 95.0% of the price paid to acquire the shares from us. Notwithstanding the foregoing, stock dividends will initially be redeemed at the “net investment amount” per share, which will be based on the “amount available for investment/net investment amount” percentage shown in the estimated use of proceeds table in the prospectus, as supplemented, for our initial public offering. For each class of shares designated, this amount will initially equal $9.40 per share for redemptions of shares received as a result of a stock dividend. Once we have established an estimated net asset value (“NAV”) per share of our common stock, we will redeem shares submitted in connection with an ordinary redemption at 95.0% of our most recent estimated NAV per share as of the applicable redemption date.
For purposes of determining whether a redeeming stockholder has held the share submitted for redemption for at least one year, the time period begins as of the date the stockholder acquired the share; provided, that shares purchased by the redeeming stockholder pursuant to the distribution reinvestment plan or received as a stock dividend will be deemed to have been acquired on the same date as the initial share to which the distribution reinvestment plan shares or stock dividend shares relate.
We expect to establish an estimated NAV per share no later than 150 days after the second anniversary of the date on which we commence the public offering. Once announced, we expect to update the estimated NAV per share in December of each year.

48
PART II. OTHER INFORMATION (CONTINUED)
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds (continued)

In several respects the Company treats redemptions sought upon a stockholder’s death, qualifying disability or determination of incompetence differently from other redemptions:
•
there is no one-year holding requirement;
•
until we establish an estimated NAV per share, which we expect to be no later than September 25, 2018 (as described above), the redemption price is the amount paid to acquire the shares from us. Notwithstanding the foregoing, stock dividends will initially be redeemed at the “net investment amount” per share, which will be based on the “amount available for investment/net investment amount” percentage shown in the estimated use of proceeds table in the prospectus, as supplemented, for our initial public offering. For each class of shares designated, this amount will initially equal $9.40 per share for redemptions of shares received as a result of a stock dividend; and
•
once we have established an estimated NAV per share, the redemption price will be the estimated NAV per share as of the redemption date.
We may amend, suspend or terminate the program upon 30 days’ notice to our stockholders, provided that we may increase or decrease the funding available for the redemption of shares pursuant to the share redemption program upon 10 business days’ notice. We may provide this notice by including such information in a Current Report on Form 8-K or in our annual or quarterly reports, all publicly filed with the SEC, or by a separate mailing to our stockholders.
During the six months ended June 30, 2016, we did not redeem any shares pursuant to our share redemption program because no shares were submitted for redemption. Based on the redemption limitations described above, as of June 30, 2016, there is $53,830 available for eligible redemptions for the remainder of 2016.
Item 3.Defaults upon Senior Securities
None.
Item 4.Mine Safety Disclosures
None.
Item 5.Other Information
None.

49
PART II. OTHER INFORMATION (CONTINUED)
Item 6. Exhibits


Ex.
  
Description
 
 
 
3.1
  
Second Articles of Amendment and Restatement, incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-11 filed October 16, 2015
 
 
 
3.2
  
Second Amended and Restated Bylaws, incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-11 filed October 16, 2015
 
 
 
3.3
 
Articles Supplementary for Class T Shares, incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-11 filed April 20, 2016
 
 
 
4.1
  
Form of Subscription Agreement, incorporated by reference to Appendix A to the Company’s prospectus dated April 28, 2016 and filed with the SEC May 3, 2016
 
 
 
4.2
 
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 the Company’s Registration Statement on Form S-11 filed October 16, 2015
 
 
 
4.3
 
Amended and Restated Distribution Reinvestment Plan, dated March 16, 2016, incorporated by reference to Appendix B to the Company’s prospectus dated April 28, 2016 and filed with the SEC May 3, 2016
 
 
 
4.4
 
Multiple Class Plan, effective as of April 11, 2016, incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-11 filed April 20, 2016
 
 
 
4.5
 
Amended and Restated Escrow Agreement, by and between the Company, KBS Capital Markets Group LLC and UMB Bank, N.A. dated as of March 18, 2016, incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-11 filed March 25, 2016
 
 
 
10.1
 
Second Amended and Restated Advisory Agreement, by and between the Company and KBS Capital Advisors LLC dated as of April 28, 2016, incorporated by reference to Exhibit 10.4 to Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2016, filed May 12, 2016
 
 
 
10.2
 
Amendment No. 1 to the Second Amended and Restated Advisory Agreement, by and between the Company and KBS Capital Advisors LLC, dated as June 28, 2016
 
 
 
10.3
 
Purchase and Sale Agreement (relating to the Commonwealth Building), by and between UPI Commonwealth LLC and KBSGI 421 SW 6th Avenue, LLC, dated as of May 6, 2016
 
 
 
 
 
 
10.4
 
Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing (relating to the Commonwealth Building), by and among KBSGI 421 SW 6th Avenue, LLC, Chicago Title Insurance Company and Metropolitan Life Insurance Company, dated as of June 30, 2016
 
 
 
10.5
 
Guaranty of Recourse Obligations (relating to the Commonwealth Building), by KBSGI REIT Properties, LLC for the benefit of Metropolitan Life Insurance Company, dated as of June 30, 2016
 
 
 
10.6
 
Promissory Note (relating to the Commonwealth Building), by KBSGI 421 SW 6th Avenue, LLC for the benefit of Metropolitan Life Insurance Company, dated as of June 30, 2016
 
 
 
10.7
 
Real Estate Property Co-Management Agreement (relating to the Commonwealth Building), by and among KBSGI 421 SW 6th Avenue, LLC, KBS Capital Advisors LLC and KBS Management Group, LLC, dated as of July 18, 2016
 
 
 
 
10.8
 
Dealer Manager Agreement with Form of Selected Dealer Agreement (related to the Public Offering), by and between the Company and KBS Capital Markets Group, dated as of April 28, 2016, incorporated by reference to Exhibit 1.1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2016, filed on May 12, 2016

50
PART II. OTHER INFORMATION
Item 6. Exhibits (continued)


Ex.
  
Description
 
 
 
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
 
Amended and Restated Share Redemption Program, incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-11 filed March 25, 2016
 
 
 
 
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



SIGNATURES
Pursuant to the requirements 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.

 
 
KBS GROWTH & INCOME REIT, INC.
 
 
 
 
Date:
August 11, 2016
By:
/S/ CHARLES J. SCHREIBER, JR.        
 
 
Charles J. Schreiber, Jr.
 
 
 
Chairman of the Board,
Chief Executive Officer and Director
 
 
 
(principal executive officer)
 
 
 
 
Date:
August 11, 2016
By:
/S/ JEFFREY K. WALDVOGEL        
 
 
 
Jeffrey K. Waldvogel
 
 
Chief Financial Officer
 
 
 
(principal financial officer)


52
 EX-10.2 2 kbsgiq22016exhibit102.htm AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED ADVISORY AGREEMENT Exhibit


Exhibit 10.2

AMENDMENT NO.1
TO THE
SECOND AMENDED AND RESTATED ADVISORY AGREEMENT
This amendment no. 1 to the Second Amended and Restated Advisory Agreement dated as of April 28, 2016 (the “Advisory Agreement”), between KBS Growth & Income REIT, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”), is entered into as of June 28, 2016 (the “Amendment”). Capitalized terms used herein but not defined shall have the meaning set forth in the Advisory Agreement.
WHEREAS, the Advisor has agreed to advance funds to the Company upon the terms set forth in this Amendment.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto agree to amend the Advisory Agreement as follows:
1.
Advance. Article 17 is hereby amended and restated in its entirety as follows:
“ARTICLE 17
ADVANCE
Notwithstanding anything contained in Article 9 of the Agreement to the contrary, the Advisor hereby agrees to advance funds to the Company equal to the cumulative amount of cash distributions declared by the Company for distribution record dates through the period ended May 31, 2016 and to advance funds to the Company, to the extent and in the amount requested by the Company, equal to an amount up to the cumulative amount of cash distributions declared by the Company for distribution record dates for the period from June 1, 2016 to June 30,2016 (such amounts advanced, the “Advance”).
The Advisor further agrees that the Company will only be obligated to repay the Advisor for the Advance if and to the extent that:
(i)
the Company’s modified funds from operations (“MFFO”), as such term is defined by the Investment Program Association and interpreted by the Company, for the immediately preceding month exceeds the amount of cash distributions declared for record dates of such prior month (an “MFFO Surplus”), and the Company shall pay the Advisor the amount of the MFFO Surplus to reduce the principal amount outstanding under the Advance, provided that such payments shall only be made if management in its sole discretion expects an MFFO Surplus to be recurring for at least the next two calendar quarters, determined on a quarterly basis; or
(ii)
the Advance may be repaid from excess proceeds (“Excess Proceeds”) from the Company’s third-party financings, provided that the amount





of any such Excess Proceeds that may be used to repay the principal amount outstanding under the Advance shall be determined by the Conflicts Committee of the Company in its sole discretion.
The Advisor understands and agrees that no interest shall accrue on the Advance. To the extent payment of any amount is due to the Advisor hereunder, the Company shall pay the Advisor no later than the last business day of the month in which the amount of such payment is determined, or the first business day of the following month."
2.
Ratification; Effect on Advisory Agreement.
a.
Ratification. The Advisory Agreement, as amended hereby, shall remain in full force and effect and is hereby ratified and confirmed in all respects.
b.
Effect on the Advisory Agreement. On and after the date hereof, each reference in the Advisory Agreement to “this Agreement,” “herein,” “hereof,” “hereunder,” or words of similar import shall mean and be a reference to the Advisory Agreement as amended hereby.

Signature page follows.


2


IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date and year first written above.





KBS GROWTH & INCOME REIT, INC.

By:
/s/ Charles J. Schreiber, Jr.
Charles J. Schreiber, Jr., Chief Executive Officer


KBS CAPITAL ADVISORS LLC

By:
PBren Investments, L.P., a Manager

By:
PBren Investments, LLC, as general partner

By:
/s/ Peter M. Bren
Peter M. Bren, Manager

By:
Schreiber Real Estate Investments, L.P., a Manager

By:
Schreiber Investments, LLC, as general partner

By:
/s/ Charles J. Schreiber, Jr.
Charles J. Schreiber, Jr., Manager



3
 EX-10.3 3 kbsgiq22016exhibit103.htm PURCHASE AND SALE AGREEMENT (COMMONWEALTH) Exhibit


Exhibit 10.3
PURCHASE AND SALE AGREEMENT
(Commonwealth Building, Portland, Oregon)
THIS PURCHASE AND SALE AGREEMENT (“Agreement”), dated for reference purposes as of May 6, 2016, is made by and between UPI COMMONWEALTH LLC, a Delaware limited liability company (“Seller”), and KBSGI 421 SW 6TH AVENUE, LLC, a Delaware limited liability company (“Purchaser”). As used herein, “Effective Date” means the date of mutual execution of this Agreement established by the dates shown below each of the signatures of Seller and Purchaser.

1.    KEY BUSINESS TERMS
1.1    “Purchase Price” means $69,000,000, subject to the adjustments and prorations provided for under this Agreement.
1.2    “Earnest Money Deposit” means $2,000,000, which shall be deposited as provided in Section 2.3 below.
1.3    “Closing Date” means May 31, 2016, or such earlier date as may be agreed to by Purchaser and Seller in writing. The Closing Date is subject to possible extensions as provided in Sections 4.4, 7.1 and 11.2 below.
1.4    “Due Diligence Deadline” means 5:00 p.m. Pacific Time, on May 6, 2016.
1.5    “Due Diligence Items Delivery Date” means 12:00 noon Pacific Time on May 6, 2016.
1.6    “Title Objection Date” means April 27, 2016.
1.7    “Title Commitment Delivery Date” means 3 Business Days following the Effective Date.
1.8    “Tenant Estoppel Deadline” means 3 Business Days prior to the Closing Date.
1.9    “Property” means: (a) the land legally described on Exhibit A attached hereto and incorporated herein by reference (“Land”); (b) the building located on the Land commonly known as the Commonwealth Building with a street address of 421 SW Sixth Avenue, Portland, Oregon (“Building”) and any other improvements, structures and fixtures presently located on the Land (together with the Building, “Improvements”); (c) any and all tangible personal property (if any) located on the Land or within the Improvements and owned by Seller, including without limitation the personal property expressly identified on Exhibit B attached hereto (“Tangible Personal Property”); (d) to the extent owned or controlled by Seller, all rights, privileges, interests, licenses, claims, easements, benefits, covenants, conditions and servitudes of any type or nature which are appurtenant to or otherwise benefiting the Property, whether existing or after acquired, including all minerals, oil, gas and other hydrocarbon substances on the Land or Improvements, as well as all development rights, air rights, water, water rights and water stock relating to the Property, and any other easements, rights of way or appurtenances owned by Seller and used in connection with the beneficial operation, use and enjoyment of the Land or Improvements, all rights of Seller, if any, in and to streets, sidewalks, alleys, gores, strips, driveways, parking areas and areas adjacent thereto or used in connection therewith, and all rights of Seller, if any, in any property lying in the bed of any street adjacent to the Land (“Appurtenances”); (e) to the extent assignable, all licenses, permits, approvals, certificates of occupancy, dedications, subdivision maps and entitlements issued, approved or granted by any governmental entity or public utility in connection with the Land or Improvements, together with all renewals and modifications thereof (“Licenses and Permits”); (f) all of Seller’s interest in any as-built plans, drawings and specifications for the Improvements and all architectural, structural, mechanical, electrical and landscaping plans and

1

specifications, surveys, engineering studies and reports relating to the Property, if any, owned by Seller and in Seller’s possession or control (“Plans”); (g) to the extent owned by Seller and to the extent assignable, any warranties or guarantees received by Seller from any contractors, subcontractors, suppliers or materialmen in connection with any construction, repairs or alterations of the Improvements and all of Seller’s interest in and to any URLs, web addresses, websites, trademarks and trade names, including without limitation “Commonwealth Building” used solely in connection with the Land or Improvements, if any (“Intangible Personal Property” and, together with the Tangible Personal Property, the Licenses and Permits, and the Plans, the “Personal Property”); (h) all unexpired leases, subleases, occupancy agreements and parking leases for the use, possession, or occupancy of any portion of the Property as of the Closing Date, together with any guaranties thereof, all of which are described on Exhibit J attached hereto, and the leases and lease amendments, if any, hereinafter entered into and approved by Purchaser under Section 7.2 (each, a “Lease”); and (i) all Assumed Contracts (as defined in Section 8.2 below).
1.10    “Escrow Agent” means Ticor Title Company, NTS Commercial Division, 111 SW Columbia Street, Suite 1000, Portland, OR 97201, Attn: Alli Swallow (phone: 503.242.1210; email: alli.swallow@ticortitle.com).

1.11    “Title Company” means Chicago Title Insurance Company, 888 South Figueroa Street, Suite 2100, Los Angeles, California 90017, Attn: Amy Musselman (phone: 213.330.3041; email: amusselman@cltic.com), with Ticor Title Company as agent, NTS Commercial Division, 111 SW Columbia Street, Suite 1000, Portland, OR 97201, Attn: Mark Davison (phone: 503.242.1210; email: mike.davison@ticortitle.com).

1.12    “Seller’s Broker” means Holliday Fenoglio Fowler, L.P.
1.13    Responsibility for Broker Commissions. Seller shall pay any commissions or fees due or payable to Seller’s Broker pursuant to a separate agreement with Seller’s Broker.
2.    PURCHASE AND SALE
2.1    Agreement to Purchase and Sell. Subject to the terms and conditions stated herein, Seller agrees to sell, transfer and assign to Purchaser, and Purchaser agrees to purchase, assume and accept all of Seller’s right, title and interest in and to the Property.
2.2    AS-IS, WHERE-IS. THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT HAS BEEN NEGOTIATED BETWEEN SELLER AND PURCHASER. THIS AGREEMENT REFLECTS THE MUTUAL AGREEMENT OF SELLER AND PURCHASER AND PURCHASER IS RESPONSIBLE FOR CONDUCTING ITS OWN INDEPENDENT EXAMINATION OF THE PROPERTY. OTHER THAN SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING (“CLOSING DOCUMENTS”), PURCHASER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR ANY OF SELLER’S AGENTS OR REPRESENTATIVES. OTHER THAN SELLER’S REPRESENTATIONS OR WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS, SELLER SPECIFICALLY DISCLAIMS, AND NEITHER IT NOR ANY OTHER PERSON IS MAKING ANY REPRESENTATION, WARRANTY OR ASSURANCE WHATSOEVER TO PURCHASER AND, OTHER THAN SELLER’S REPRESENTATIONS OR WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS, NO WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EITHER EXPRESS OR IMPLIED, ARE MADE BY SELLER OR RELIED UPON BY PURCHASER WITH RESPECT TO THE PROPERTY INCLUDING STATUS OF TITLE TO OR THE MAINTENANCE, REPAIR, CONDITION, DESIGN OR MARKETABILITY OF THE PROPERTY, OR ANY PORTION THEREOF, IT BEING THE EXPRESS INTENTION OF SELLER AND PURCHASER THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS, UPON

2

PURCHASER’S ELECTION TO PROCEED WITH THE TRANSACTION AS PROVIDED FOR IN THIS AGREEMENT, THE PROPERTY WILL BE CONVEYED AND TRANSFERRED TO PURCHASER IN ITS PRESENT CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS”, WITH ALL FAULTS. FURTHER, EXCEPT TO THE EXTENT THAT SUCH CONDITION CONSTITUTES OR RESULTS FROM SELLER’S FRAUD OR A BREACH OF ANY OF SELLER’S REPRESENTATIONS, WARRANTIES OR COVENANTS HEREIN OR IN A CLOSING DOCUMENT, PURCHASER, FOR PURCHASER AND PURCHASER’S SUCCESSORS AND ASSIGNS, HEREBY RELEASES SELLER FROM, AND WAIVES AND RENOUNCES, ANY AND ALL CLAIMS AND LIABILITIES AGAINST SELLER FOR, RELATED TO, OR IN CONNECTION WITH, ANY ENVIRONMENTAL OR PHYSICAL CONDITION AT THE PROPERTY (OR THE PRESENCE OF ANY MATTER OR SUBSTANCE RELATING TO THE ENVIRONMENTAL CONDITION OF THE PROPERTY), INCLUDING, BUT NOT LIMITED TO, CLAIMS AND/OR LIABILITIES RELATING TO (IN ANY MANNER WHATSOEVER): (a) ANY HAZARDOUS, TOXIC OR DANGEROUS MATERIALS OR SUBSTANCES LOCATED IN, AT, ABOUT OR UNDER THE PROPERTY, OR FOR ANY AND ALL CLAIMS OR CAUSES OF ACTION (ACTUAL OR THREATENED) BASED UPON, IN CONNECTION WITH, OR ARISING OUT OF OR UNDER ENVIRONMENTAL LAWS; (b) THE STABILITY OR SUITABILITY OF THE SOIL ON THE PROPERTY; (c) THE PRESENCE OR ABSENCE OF MOLD IN, ON, UNDER OR ABOUT THE PROPERTY; (d) BUILDING, ZONING, SENSITIVE AREA, AND ALL SIMILAR STATE AND LOCAL LAWS OR OTHER LAW, RULE, ORDINANCE OR REGULATION RESTRICTING THE USE, RENOVATION, REPAIR, IMPROVEMENT, OR OCCUPANCY OF THE PROPERTY FOR ANY PURPOSE; (e) WATER INTRUSION, WATER DAMAGE OR ANY OTHER DEFECTIVE CONDITION OF THE PROPERTY; AND (f) THE FINANCIAL CONDITION OR BUSINESS PROSPECTS OF THE PROPERTY. PURCHASER ACKNOWLEDGES THAT PURCHASER SHALL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OF, OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO, ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE REAL PROPERTY OR THE IMPROVEMENTS LOCATED THEREON, AND SHALL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY, OR ON BEHALF OF, SELLER, ITS AGENTS AND EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS AND WARRANTIES OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY CLOSING DOCUMENT. UPON CLOSING, PURCHASER SHALL ACQUIRE THE PROPERTY SUBJECT TO THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER, AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL MATTERS) REGARDING THE PROPERTY, EXCEPT FOR CLAIMS ARISING OUT OF OR IN CONNECTION WITH A BREACH OF ANY COVENANT, REPRESENTATION OR WARRANTY OF SELLER SET FORTH IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS, OR SELLER’S FRAUD. PURCHASER ACKNOWLEDGES AND AGREES THAT THE WAIVERS, RELEASES AND OTHER PROVISIONS CONTAINED IN THIS SECTION 2.2 WERE A MATERIAL FACTOR IN SELLER’S ACCEPTANCE OF THE PURCHASE PRICE AND THAT SELLER IS UNWILLING TO SELL THE PROPERTY TO PURCHASER UNLESS SELLER IS RELEASED AS EXPRESSLY SET FORTH ABOVE. PURCHASER, WITH PURCHASER’S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT, AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. THE TERMS AND CONDITIONS OF THIS SECTION 2.2 WILL EXPRESSLY SURVIVE THE CLOSING, WILL NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS, AND WILL BE INCORPORATED INTO THE DEED.

3

2.3    Earnest Money Deposit. Within 1 Business Day after Purchaser’s delivery of the Asset Approval Notice, Purchaser shall deposit with Escrow Agent via wire transfer $2,000,000 (the “Earnest Money Deposit”) in immediately available funds. All sums constituting the Earnest Money Deposit shall be non-refundable if Purchaser delivers the Asset Approval Notice pursuant to Section 3.2, except as otherwise expressly provided in this Agreement. The Earnest Money Deposit shall be held in an interest-bearing account provided that both parties execute any authorizations required by Escrow Agent to invest the funds. All interest earned on the Earnest Money Deposit while in escrow shall become part of the Earnest Money Deposit and paid to the party entitled to the Earnest Money Deposit. Notwithstanding anything stated to the contrary in this Agreement, the only circumstances under which Seller shall be entitled to receive the Earnest Money Deposit is if the Closing occurs or Purchaser fails to purchase the Property when it is obligated to do so under this Agreement.
2.4    Independent Consideration. Seller and Purchaser agree that $100 of the Earnest Money Deposit (“Independent Contract Consideration”) shall be non-refundable and shall be paid to Seller immediately upon request by Seller. The Independent Contract Consideration has been bargained for and agreed to as additional consideration for Seller’s execution and delivery of this Agreement. At Closing, the Independent Contract Consideration shall be applied to the Purchase Price. If this Agreement is terminated for any reason, notwithstanding anything to the contrary in this Agreement, Seller shall be entitled to retain the Independent Contract Consideration.
2.5    Payment of Purchase Price. At Closing, the Purchase Price shall be paid as follows:
2.5.1    The Earnest Money Deposit shall be credited against the Purchase Price and shall be released by Escrow Agent to Seller upon Closing.
2.5.2    Provided that all conditions precedent set forth in Section 10.1 herein have been satisfied or waived by Purchaser in writing on or before the Closing Date, Purchaser shall deposit with Escrow Agent the balance of the Purchase Price in immediately available funds at Closing with instructions to release the funds in accordance with Section 11.3, subject to prorations and adjustments as set forth in this Agreement.
3.    DUE DILIGENCE
3.1    Due Diligence Period. For the period commencing on the Effective Date and terminating on the Due Diligence Deadline (“Due Diligence Period”), subject to the limitations set forth in Section 3.4 below and elsewhere in this Agreement, Purchaser and its employees, agents, contractors, consultants and representatives (“Purchaser’s Due Diligence Team”) may conduct its due diligence investigation and feasibility review of the Property (“Due Diligence”). All Due Diligence shall be at Purchaser’s sole cost, expense and risk. Purchaser shall continue to have the right to conduct its due diligence investigation and feasibility review of the Property after the expiration of the Due Diligence Period, subject to the limitations in Section 3.4 below and elsewhere in this Agreement.
3.2    Satisfaction or Disapproval of Due Diligence Contingency. If Purchaser decides to proceed with the acquisition of the Property in accordance with the terms of this Agreement, Purchaser must give Seller written notice of its waiver or satisfaction of its Due Diligence contingency (“Asset Approval Notice”) on or before the Due Diligence Deadline, and in such case this Agreement shall remain in full force and effect and the Earnest Money Deposit shall be non-refundable, except as otherwise expressly provided in this Agreement. If Purchaser decides not to proceed with the acquisition of the Property, Purchaser may give Seller written notice of its disapproval of its Due Diligence contingency (“Asset Disapproval Notice”) on or before the Due Diligence Deadline. If Purchaser fails to deliver the Asset Approval Notice by the Due Diligence Deadline or if Purchaser delivers the Asset Disapproval Notice on or before the Due Diligence Deadline, then this Agreement shall terminate and Escrow Agent shall refund the Earnest Money Deposit to Purchaser. Upon such termination, the parties

4

shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement.
3.3    Due Diligence Materials. By the Due Diligence Items Delivery Date, Seller shall deliver to Purchaser or post in an online database maintained by Seller or Seller’s Broker to which Purchaser and Purchaser’s Due Diligence Team have been given unlimited access prior to the Effective Date (“Data Room”), true, correct and complete copies of all of the items listed on Exhibit C attached hereto (collectively, “Delivered Due Diligence Items”). In addition, except for Seller’s Excluded Materials, as defined below, Seller shall make available any other written information concerning the Property, to the extent in Seller’s possession or control, for review at the Property or Seller’s office upon at least 1 Business Day’s prior written notice from Purchaser to Seller (the Delivered Due Diligence Items and any other additional information being provided or made available by Seller pursuant to this sentence constituting “Due Diligence Materials”). As used herein, “Seller’s possession or control” means that information or materials are located in files maintained by Seller or its property manager at the property management office serving the Property, or at Seller’s main office.

As used herein, “Seller’s Excluded Materials” means the following categories of information:

(a) any due diligence reports, materials or analyses generated in connection with any prior acquisition or financing of the Property in 2013 (e.g., physical condition assessments, title review memoranda, and market studies);
(b) appraisals or other valuation analyses;
(c) any drafts or versions of reports other than the final version;
(d) any internal reports, analyses or communications; and
(e) attorney-client communications.

Notwithstanding the foregoing definition of Seller’s Excluded Materials, Seller shall deliver to Purchaser as part of the Due Diligence Materials any third-party reports relating to the curtain wall/facade of the Building or asbestos in the Building that were commissioned or generated in connection with Seller’s acquisition of the Property in 2013 and any associated or subsequent financing of the Property or during Seller’s period of ownership (“Seller Asbestos/Curtain Facade Materials”), and Seller’s Excluded Materials shall not include (i) the Seller Asbestos/Curtain Facade Materials, (ii) any materials already previously delivered or made available to Purchaser that would otherwise qualify as Seller’s Excluded Materials, or (iii) any materials that Seller elects to deliver to or make available to Purchaser in the future that would otherwise qualify as Seller’s Excluded Materials.

Any information provided or to be provided by Seller with respect to the Property is solely for Purchaser’s convenience and Seller has not made any independent investigation or verification of such information and makes no representations as to the accuracy or completeness of such information, except to the extent expressly provided in this Agreement.

Purchaser has informed Seller that Purchaser is required by law to complete with respect to certain matters relating to the Property an audit commonly known as a “3-14” Audit (“Purchaser’s 3-14 Audit”). In connection with the performance of Purchaser’s 3-14 Audit, Seller shall during the Due Diligence Period deliver to Purchaser, concurrently with the delivery of the Delivered Due Diligence Items, (i) the documents which are described on Exhibit C attached hereto, to the extent in existence and in Seller’s possession (collectively, “Purchaser’s 3-14 Audit Documents”), and (ii) provide to Purchaser in written form, answers to such questions relating to the Property which are set forth in Exhibit C, to the extent such information is in existence and in Seller’s possession. Additionally, Seller covenants to cooperate with Purchaser and to make available to Purchaser (at no cost or expense to Seller) all information in existence and in Seller’s possession needed to evaluate and answer questions for the completion of Purchaser’s 3-14 Audit. Notwithstanding anything to the contrary herein, Seller shall have

5

no liability in connection with its cooperation with or participation in Purchaser’s 3-14 Audit, and shall not be required to incur any costs or expenses in connection therewith.

3.4    Site Visits and Inspections.
3.4.1    Prerequisites to Physical Access. During the pendency of this Agreement, Purchaser and Purchaser’s Due Diligence Team may request reasonable access to the Property during normal business hours to conduct tours, inspections, examinations, studies, surveys, measurement or tests (collectively, “Inspections”). Such requests must be made by email to Owner’s property manager representative, Ty Barker at tyb@unicoprop.com at least 1 Business Day in advance of when access is requested. Seller’s approval of such requests shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Purchaser may only conduct invasive Inspections of the Property with Seller’s prior written consent, which consent may be withheld in Seller’s sole discretion. Purchaser and Purchaser’s Due Diligence Team shall abide by all reasonable directives of Seller in conducting its Inspections, and Seller shall be entitled to have a representative accompany Purchaser and/or Purchaser’s Due Diligence Team during any Inspections.
3.4.2    No Disruption of Tenants or Building Operations. Purchaser acknowledges that access to the premises of any tenant under a Lease (“Tenant”) will be governed by the terms of the applicable Lease and Section 3.5 below. Purchaser and Purchaser’s Due Diligence Team shall conduct the Inspections in a manner which is not disruptive to Tenants and does not interfere with the normal operation of the Property.
3.4.3    Indemnification. Purchaser shall indemnify, protect, defend and hold Seller and Seller’s property manager harmless from and against any obligation, liability, claim (including any claim for damage to property or injury to or death of any persons), lien or encumbrance, loss, damage (excluding special, punitive, or consequential damages), cost or expense, including reasonable attorneys’ fees, whether or not legal proceedings are instituted, in any way arising from the Inspections or any other activities by Purchaser or Purchaser’s Due Diligence Team on or about the Property, except to the extent arising out of (a) the mere discovery of any pre-existing condition at the Property, or (b) the negligence or misconduct of Seller, Seller’s property manager or their agents. This obligation shall survive termination of this Agreement.
3.4.4    Insurance. Prior to entering the Property and while conducting any Inspections, Purchaser shall, at no cost or expense to Seller, procure and maintain commercial general liability (occurrence) insurance in an amount no less than $1,000,000 on commercially reasonable terms adequate to insure against all liability arising out of any entry by Purchaser and Purchaser’s Due Diligence Team onto or Inspections of the Property that lists Seller and its property manager as additional insureds.
3.4.5    Additional Requirements. Purchaser shall promptly pay when due all costs of all Inspections done by Purchaser and Purchaser’s Due Diligence Team with regard to the Property and shall not permit any liens to attach to the Property by reason of the exercise of its rights under this Section 3. If the transaction contemplated hereby fails to close, Purchaser shall restore the Property and Improvements to substantially the same condition in which the same were found before any such entry upon the Property and any Inspections were undertaken. These obligations shall survive termination of this Agreement.
3.4.6    Effect on Prior Early Access Agreement. To the extent Seller and Purchaser and/or their Affiliates previously executed an early access agreement or similar agreement with respect to the Property (“Prior Early Access Agreement”), the Prior Early Access Agreement is hereby deemed superseded and replaced by this Agreement, and the Inspections and all other activities undertaken by Purchaser, Purchaser’s Affiliates or their employees, agents, contractors, consultants and representatives under such Prior Early Access Agreement shall be deemed governed by this Section 3.4.

6

3.5    Tenant and Other Interviews/Other Tenant Communications. If requested by Purchaser, Seller shall use good faith, diligent efforts to schedule an interview between Purchaser and (a) those Tenants designated by Purchaser, and (b) Seller’s personnel, agents and managers. Except as expressly authorized by this Agreement, Purchaser shall not engage in any written or oral communications with any Tenants without first notifying Seller. As to any communications with Tenant authorized by this Agreement, Purchaser shall provide Seller or Seller’s property manager with the reasonable opportunity to be present at any oral communications.
3.6    Purchaser Delivery of Studies and Reports upon Termination. If this Agreement terminates for any reason other than a Seller default, at Seller’s written request, Purchaser shall deliver to Seller copies of all third-party studies, reports, plats of surveys, title insurance commitments and other documents and other materials obtained by Purchaser in its Due Diligence investigation and Inspections of the Property (excluding any privileged communications or internal reports, analyses or communications), which shall be delivered without representation or warranty by Purchaser, express or implied, as to the assignability, content, completeness or accuracy of such materials of any kind whatsoever, and subject to any confidentiality restrictions set forth therein.
4.    TITLE AND SURVEY
4.1    Title Commitment. Purchaser has requested Title Company to make available to Purchaser in electronic format by no later than the Title Commitment Delivery Date: (a) a preliminary title report with respect to the Property issued by the Title Company (“Title Commitment”), and (b) the best available copies of all recorded documents referred to on Schedule B of the Title Commitment as exceptions to coverage (“Title Documents”).
4.2    Survey. Seller has delivered or made available to Purchaser copies of the most recent existing surveys (if any) of the Property (“Existing Surveys”) in Seller’s possession and control. Purchaser may obtain, at Purchaser’s sole option, election and expense, an updated or new as-built survey of the Property (“Updated Survey”) prepared by the surveyor who provided the Existing Surveys or another surveyor selected by Purchaser. If Purchaser determines that Title Company or it will require an Updated Survey, Purchaser shall make the appropriate arrangements to ensure delivery of such Updated Survey to Title Company prior to Closing. Seller, if requested, will cooperate with Purchaser's efforts to obtain an Updated Survey for the benefit of Purchaser and Title Company. Failure to make arrangements for an Updated Survey shall not be a default by Purchaser under this Agreement or failure of any condition relating to issuance of the Title Policy (as defined in Section 4.5) with extended coverage, but in such event Purchaser agrees to accept at Closing a Title Policy that provides extended coverage with a survey exception.
4.3    Title Review. Purchaser shall have the right to object in writing on or before the Title Objection Date to any title or survey matters that affects the Property which are disclosed in the Title Commitment, Existing Surveys, or if obtained, the Updated Survey (herein collectively called “Exceptions”). Unless Purchaser timely objects to the Exceptions in writing or except as further provided below in this Section 4.3, all such Exceptions shall be deemed to be approved by Purchaser (“Permitted Exceptions”). Any Exceptions which are timely objected to by Purchaser in writing shall be referred to herein as the “Title Objections”. Seller shall notify Purchaser in writing within 3 Business Days after receipt of Purchaser’s notice of Title Objections (“Seller Title Response Period”) whether Seller elects to remove (by causing to be released from the Property) the same and if Seller makes such election, Seller shall be contractually obligated under this Agreement to remove (by causing to be released from the Property) such Title Objections on or before Closing. If Seller does not elect to cure all of the Title Objections by written notice delivered to Purchaser prior to expiration of the Seller Title Response Period (and Seller’s failure to give any written notice to Purchaser prior to the expiration of the Seller Title Response Period shall be deemed Seller’s election not to cure any of the Title Objections), then (a) Purchaser may terminate this Agreement by written notice delivered to Seller no later than 1 Business Day after expiration of the Seller

7

Title Response Period, in which case the Earnest Money Deposit shall be promptly returned to Purchaser and the parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement, and (b) if Purchaser does not terminate this Agreement in accordance with the immediately preceding clause, those Title Objections that Seller did not elect to cure shall constitute Permitted Exceptions. Notwithstanding the foregoing, the following shall not be considered Permitted Exceptions and Seller shall be obligated at Closing to cause, at its sole cost and expense, the release of (x) any monetary Exceptions created by or through Seller which are secured by the Property, (y) any exceptions relating to the power, authority or good standing of Seller, and (z) any general exceptions that would be removed through Seller’s execution and delivery of the Owner’s Title Affidavit (as defined in Section 4.5 below).
4.4    New Title Exceptions. Subject to the provisions of Section 10.1.7 below, if the Title Commitment is amended at any time to indicate any new or modified Exceptions, the notice and response procedure set forth in Section 4.3 shall be repeated, with the Title Objection Date for such new or modified Exceptions being 5 Business Days after the Title Company’s first disclosure of such new or modified Exceptions to Purchaser (with Purchaser having the right to object to any new or modified recorded Exceptions in its sole discretion and any new or modified unrecorded Exceptions in Purchaser’s sole, but good faith, discretion). To the extent necessary, the Closing Date shall be extended to accommodate the time periods established in this Section 4.4.

4.5    Title Policy. At Closing, Purchaser shall be entitled to, as a condition to its obligation to Close, receive an ALTA Form 2006 Owner’s Policy of Title Insurance with extended coverage dated as of the Closing Date in the amount of the Purchase Price, insuring that fee simple title to the Property is vested in Purchaser, subject only to the Permitted Exceptions and containing no exception for mechanic’s liens (“Title Policy”), provided that Purchaser acknowledges that obtaining such extended coverage is conditional upon the Title Company’s receipt of a satisfactory Updated Survey, the cost of which is Purchaser’s responsibility as provided in Section 4.2 above. Seller shall execute and deliver to the Title Company on or before Closing such affidavits and other documents as the Title Company customarily or reasonably requires to issue such extended coverage (“Owner’s Title Affidavit”).
4.6    Status of Title Review. Without limiting Purchaser’s right to review and object to any new title Exceptions under Section 4.4 above, the parties acknowledge and agree that (i) Purchaser delivered its notice of Title Objections under Section 4.3 above on April 25, 2016, (ii) Seller provided its response to Purchaser’s Title Objections under Section 4.3 on April 28, 2016, and (iii) upon mutual execution of this Agreement, Purchaser has elected not to terminate this Agreement under Section 4.3 as a result of the April 28, 2016 Seller’s response to the April 25, 2016 Title Objections.
5.    SELLER’S REPRESENTATIONS AND WARRANTIES
5.1    Seller’s Representations and Warranties. Seller represents and warrants to Purchaser, as of the Effective Date and as of Closing, that the following matters are true, in all material respects, except as may otherwise be disclosed in the Title Commitment, the rent rolls and environmental reports provided to Purchaser as part of the Due Diligence Materials, or in Exhibit N attached hereto.
5.1.1    Status. Seller is a limited liability company duly organized and validly existing and in good standing under the laws of the State of Delaware.
5.1.2    Authority. The execution and delivery of this Agreement and the performance of Seller’s obligations hereunder have been or will be duly authorized by all necessary action on the part of Seller and this Agreement constitutes the legal, valid and binding obligation of Seller, subject to equitable principles and principles governing creditors’ rights generally.

8

5.1.3    Consents. No consent, waiver, approval or authorization is required from any person or entity (that has not already been obtained) in connection with the execution and delivery of this Agreement by Seller or the performance by Seller of the transactions contemplated hereby.
5.1.4    Non-Contravention. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby will not violate any judgment, order, injunction, decree, regulation or ruling of any court or the various state, local and federal governmental agencies having jurisdiction over Seller, the Property or any portion thereof (“Governmental Entity”) or conflict with, result in a breach of, or constitute a default under the organizational documents of Seller, any note or other evidence of indebtedness, any mortgage, deed of trust or indenture, or any lease or other material agreement or instrument to which Seller is a party or by which it is bound.
5.1.5    Prohibited Persons and Transactions. Neither Seller nor any of its Affiliates, nor any of its respective partners, members, shareholders or other equity owners, and none of its respective employees, officers, directors, representatives or agents is, nor will they become, a person or entity with whom United States persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and will not engage in any dealings or transactions or be otherwise associated with such persons or entities.
5.1.6    Bankruptcy. Seller has not (a) commenced a voluntary case, or had entered against it a petition, for relief under any federal bankruptcy act or any similar petition, order or decree under any federal or state law or statute relative to bankruptcy, insolvency or other relief for debtors, (b) caused, suffered or consented to the appointment of a receiver, trustee, administrator, conservator, liquidator or similar official in any federal, state or foreign judicial or non-judicial proceeding, to hold, administer and/or liquidate all or substantially all of its property, or (c) made an assignment for the benefit of creditors.
5.1.7    Pending Actions. Seller is not a party to any action, litigation, suit, arbitration, unsatisfied order or judgment, governmental investigation or pending proceeding, and, to the knowledge of Seller, no such matter is threatened against the Property or Seller.
5.1.8    No Violations. Seller has not received any (a) written notification in the past 12 months from any insurance company or any governmental or public authority or agency that the Property is in violation of any applicable fire, health, building, use, occupancy or zoning laws; or (b) written notification from any insurance company or any governmental or public authority or agency that any work is required to be done upon or in connection with the Property, where such work remains outstanding.
5.1.9    Condemnation. No condemnation proceedings relating to the Property or its access to or from public streets or utilities are pending against Seller or, to Seller’s knowledge, have been threatened against Seller in writing.
5.1.10    Environmental Matters. Seller has received no written notice from any Governmental Entity or neighboring property owner as to: (a) the existence of any Hazardous Materials on the Property in violation of any Environmental Law; or (b) the violation of any Environmental Laws with respect to the Property. As used herein, “Environmental Laws” means all federal, state and local laws, rules, statutes, directives, binding written interpretations, binding written policies, ordinances and regulations relating to the environment issued by any Governmental Entity and in effect as of the date of this Agreement with respect to or which otherwise pertain to or affect the Property or any improvements constructed thereon, or any portion thereof, the use, ownership, occupancy or operation of the Property

9

or any improvements constructed thereon, or any portion thereof, and as the same have been amended, modified or supplemented from time to time prior to the date of this Agreement, including without limitation the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. § 9601 et seq.). As use herein, “Hazardous Materials” means any pollutants, contaminants, hazardous or toxic substances, materials or wastes (including petroleum, petroleum by-products, radon, asbestos and asbestos containing materials, polychlorinated biphenyls (“PCBs”), PCB-containing equipment, radioactive elements, infectious agents, and urea formaldehyde), as such terms are used in any Environmental Laws (excluding solvents, cleaning fluids and other lawful substances used in the ordinary operation and maintenance of the Property).
5.1.11    Seller Not a Foreign Person. Seller is not a foreign person under Section 1445 of the Internal Revenue Code of 1986, as amended (“Code”).
5.1.12    No Rights of Parties in Possession. As of the Closing Date, there shall be no tenants with a right to possession of any portion of the Property, except for the tenants under the Leases described on Exhibit J attached hereto or approved by Purchaser under Section 7.2.
5.1.13    Leases. There are no leases of space in the Property, licenses, or other agreements to occupy or use all or any portion of the Property, which will be in force after the Closing other than the Leases described on Exhibit J attached hereto or approved by Purchaser under Section 7.2. Each of the Leases is unmodified except as set forth in the lease documents listed on Exhibit J attached hereto. All of the Leases are in full force and effect. To Seller’s knowledge, there are no uncured landlord defaults or breaches or uncured tenant defaults or breaches under the Leases.
5.1.14    Lease Brokerage. Except as disclosed in Exhibit M attached hereto (“Commission Agreements”), Seller is not a party to any lease brokerage agreements, leasing commission agreements or other agreements providing for payments of any amounts for leasing activities or procuring tenants with respect to the Property or any portion or portions thereof, and all leasing commissions and brokerage fees under the Commission Agreements with respect to the Property as of the date hereof have been or shall be paid in full by Closing.
5.1.15    Contracts. The Contracts listed on Exhibit D attached hereto are all of the service or maintenance contracts affecting the Property, and there are no service or maintenance contracts or other agreements with respect to the Property which will be binding on Purchaser after the Closing other than the Leases, the Permitted Exceptions, and the Assumed Contracts. To Seller’s knowledge, there are no uncured defaults or breaches under the Contracts.
5.1.16    Curtain Wall. Seller has provided or made available to Purchaser in accordance with Section 3.3 all third-party reports in Seller’s possession or control that relate to the curtain wall/façade of the Building that were commissioned or generated in connection with Seller’s acquisition of the Property in 2013 and any associated or subsequent financing of the Property or during Seller’s period of ownership.
5.2    Seller’s Knowledge. For purposes of this Agreement and any document delivered at Closing, whenever the phrase “to Seller’s knowledge” or the “knowledge of Seller” or words of similar import are used, such phrase shall mean and be limited to the current actual knowledge of Scott Brucker (who Seller represents is the officer, employee or agent of Seller with the most knowledge with respect to, and with primary responsibility for, the matters that are the subject of the representations and warranties contained in this Agreement), without duty of inquiry or imputation of knowledge. Each named individual is acting for and on behalf of Seller and is in no manner expressly or impliedly making any representations or warranties in an individual capacity.


10

5.3    Reaffirmation of Representations and Warranties; Effect of Material Changed Conditions. Unless Seller gives written notice to Purchaser, or Purchaser otherwise obtains actual knowledge, of any change in the condition of the Property subsequent to the Effective Date or of any other changed condition that would make any of the representations or warranties in Section 5.1 materially inaccurate, incomplete or misleading and which is not expressly allowed under the terms and provisions of this Agreement (“Material Changed Condition”), the foregoing representations and warranties shall be deemed to be reaffirmed at Closing and to be accurate as of the Closing Date. In the event of a Material Changed Condition, then Purchaser as its sole remedy may elect to terminate this Agreement and receive a full return of the Earnest Money Deposit by giving Seller written notice of such termination (a) by the Closing Date in the event Purchaser obtains actual knowledge of a Material Changed Condition and Seller has not provided a written notice to Purchaser of such Material Changed Condition in accordance with the following subsection, or (b) within 5 Business Days after Purchaser receives written notice from Seller of a Material Changed Condition (with the Closing Date extended to accommodate such 5 Business Day period); provided, however, Seller’s written notice to Purchaser must state that “Purchaser’s failure to terminate the Agreement within 5 Business Days shall be deemed Purchaser’s knowledge and acceptance of the Material Changed Condition.” If Purchaser does not elect to terminate this Agreement by the time periods set forth in the immediately preceding sentence, Purchaser shall proceed with the Closing of the transaction contemplated hereby with knowledge and acceptance of the Material Changed Condition, and Seller shall have no liability as a result thereof.
5.4    Claims. Any cause of action with respect to a breach of the covenants, representations and warranties set forth in this Agreement shall survive for a period of 9 months (the “Survival Period”) from the Closing Date, at which time such covenants, representations and warranties (and any cause of action resulting from a breach thereof not then in litigation, including indemnification claims) shall terminate. Notwithstanding anything to the contrary in this Agreement, (a) Purchaser shall not make a claim against Seller for damages for breach or default of any covenant, representation or warranty, unless the amount of such claim is reasonably anticipated to exceed $50,000, and (b) under no circumstances shall Seller be liable to Purchaser on account of any breach of any covenant, representation or warranty in the aggregate in excess of the amount equal to 2% of the Purchase Price (“Cap”); provided, however, such Cap shall not apply to Seller’s obligations under the proration provisions, Seller’s broker indemnity obligations, Seller’s obligations with respect to Existing Leasing Costs or Seller’s fraud. Seller covenants and agrees to cause Unico Partner I REIT LLC at Closing to execute and deliver to Purchaser a limited guaranty substantially in the form attached hereto as Exhibit P (“Seller Parent Guaranty”) agreeing to maintain a net worth (as determined in accordance with generally accepted accounting principles) of no less than Five Million Dollars ($5,000,000) and covering Seller’s liability for any breaches of the covenants, representations and warranties of Seller set forth herein that is capped at two percent (2%) of the Purchase Price and that will terminate upon the later to occur of: (i) the expiration of the Survival Period, or (ii) the final, non-appealable adjudication of any action brought by Purchaser against Seller for a breach of any such representation or warranty, which action was first brought prior to the expiration of the Survival Period.
6.    PURCHASER’S REPRESENTATIONS AND WARRANTIES. Purchaser represents and warrants to Seller, as of the Effective Date and as of Closing, the following:
6.1    Status. Purchaser is a Delaware limited liability company duly organized and validly existing and in good standing under the laws of the State of Delaware.
6.2    Authority. The execution and delivery of this Agreement and the performance of Purchaser’s obligations hereunder have been duly authorized by all necessary action on the part of Purchaser, and this Agreement constitutes the legal, valid and binding obligation of Purchaser, subject to equitable principles and principles governing creditors’ rights generally.

11

6.3    Consents. No consent, waiver, approval or authorization is required from any person or entity (that has not already been obtained) in connection with the execution and delivery of this Agreement by Purchaser or the performance by Purchaser of the transactions contemplated hereby.
6.4    Non-Contravention. The execution and delivery of this Agreement by Purchaser and the consummation by Purchaser of the transactions contemplated hereby will not violate any judgment, order, injunction, decree, regulation or ruling of any court or Governmental Entity or conflict with, result in a breach of, or constitute a default under the organizational documents of Purchaser, any note or other evidence of indebtedness, any mortgage, deed of trust or indenture, or any lease or other material agreement or instrument to which Purchaser is a party or by which it is bound.
6.5    Prohibited Persons and Transactions. Neither Purchaser nor any of its Affiliates, nor any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents is, nor will they become, a person or entity with whom United States persons or entities are restricted from doing business under regulations of OFAC (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and will not engage in any dealings or transactions or be otherwise associated with such persons or entities.
6.6    Bankruptcy. Purchaser has not (a) commenced a voluntary case, or had entered against it a petition, for relief under any federal bankruptcy act or any similar petition, order or decree under any federal or state law or statute relative to bankruptcy, insolvency or other relief for debtors, (b) caused, suffered or consented to the appointment of a receiver, trustee, administrator, conservator, liquidator or similar official in any federal, state or foreign judicial or non-judicial proceeding, to hold, administer and/or liquidate all or substantially all of its property, or (c) made an assignment for the benefit of creditors.
7.    LEASES
7.1    Tenant Estoppels. Seller shall make commercially reasonable efforts to obtain executed Approved Estoppels (as such term is defined below) and to deliver executed Approved Estoppels to Purchaser. Seller covenants and agrees to deliver drafts of estoppel certificates for each Tenant in the form attached hereto as Exhibit K (or such other form that complies with the terms of the Tenant’s Lease) (each, a “Tenant Estoppel”) to Purchaser in electronic format within 3 Business Days after the Effective Date. Purchaser shall be deemed to have approved the draft Tenant Estoppels unless it objects to specific errors or omissions within 3 Business Days after receipt thereof and provides such objections to Seller by email. Seller shall deliver the approved Tenant Estoppel drafts to the applicable Tenants no less than 7 Business Days following the Effective Date. Estoppel certificates prepared by Seller and approved (or deemed approved) by Purchaser as provided above are hereinafter referred to, collectively, as “Approved Estoppels”. Each Tenant shall be asked to execute and deliver the Approved Estoppels within the time period permitted under its Lease, or if no time period is specified therein, within 10 days. Within 2 Business Days after receipt of an executed Tenant Estoppel, Seller shall forward a copy of such Tenant Estoppel to Purchaser.
It shall be a condition to Purchaser’s obligations under this Agreement that Seller delivers to Purchaser, on or before the Tenant Estoppel Deadline (as defined in Section 1.8), executed Approved Estoppels from a sufficient number of Tenants under Leases covering at least 80% of the then currently leased square footage of the Improvements (and specifically including the following “Major Tenants”: City of Portland, NEEA, Galois, Quantum Spatial and Xplane) (“Minimum Tenant Estoppel Requirement”) with no changes other than de minimus changes and not disclosing the existence of any default under the Leases referenced to therein. Purchaser shall notify Seller of any disapproved matters contained in

12

an Approved Estoppel within 5 Business Days after receipt of the signed Approved Estoppel from the applicable tenant, and such Approved Estoppel shall be deemed a “Nonconforming Approved Estoppel”. Those executed Approved Estoppels to which Purchaser does not timely object shall be deemed a “Conforming Approved Estoppel”. Seller shall use good faith, diligent efforts to cause the disapproved matters disclosed in the Nonconforming Approved Estoppel to be corrected or deleted prior to the Tenant Estoppel Deadline. If Seller is unable to cure such matter prior to the Tenant Estoppel Deadline, then Seller shall notify Purchaser, and Purchaser, as its sole remedy therefor, may elect, prior to the Closing Date, to either: (i) terminate this Agreement, in which event the Earnest Money Deposit shall be returned to Purchaser and the parties shall have no further rights or obligations under this Agreement (except under those provisions that expressly survive a termination of this Agreement), or (ii) close the transaction regardless of the disapproved matter(s) disclosed in the Nonconforming Approved Estoppel(s) (in which case they shall be treated as Conforming Tenant Estoppel(s)) without a reduction in the Purchase Price. Provided Seller has complied with the requirements above, Seller shall not be in default if any Tenant does not execute and deliver a Tenant Estoppel.
If Seller has not obtained an executed Tenant Estoppel from each of the Major Tenants by the Tenant Estoppel Deadline, the Minimum Tenant Estoppel Requirement has not been met by the Tenant Estoppel Deadline, or Seller has not cured the disapproved matters in any Nonconforming Approved Estoppels by the Tenant Estoppel Deadline, either party by written notice delivered to the other party no later than 2 Business Days after the Tenant Estoppel Deadline may extend the Tenant Estoppel Deadline and the Closing Date one time for up to 10 days in the aggregate.
Seller agrees that upon the request of Purchaser, Seller shall deliver to Tenants of the Property the form of subordination, non-disturbance and attornment agreement required by Purchaser’s lender (“SNDAs”) and shall request that such Tenants execute and return the SNDAs prior to Closing; provided, however, that it shall not be a condition to Closing that Seller deliver to Purchaser the executed SNDAs and Seller’s failure to deliver the executed SNDAs to Purchaser shall not constitute a default by Seller under this Agreement.
7.2    Administration of Leases. Seller shall immediately deliver to Purchaser a copy of any correspondence received from any Tenant regarding any claims of default or requests for action by Seller or Seller’s property manager or other non-routine communication with respect to its Lease or premises, or from any tenant prospect or its broker with respect to any vacant space in the Property. Seller shall not enter into any new leases or amendments to any current Lease nor waive performance of any Tenant’s obligations under its Lease without Purchaser’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed during the Due Diligence Period, but after the expiration of the Due Diligence Period, in Purchaser’s sole discretion. Purchaser shall notify Seller in writing of its disapproval with an explanation of its objections thereto set forth in reasonable detail within 5 Business Days of Purchaser’s receipt of a copy of the proposed lease or Lease modification, or Purchaser shall be deemed to have approved the same during the Due Diligence Period, but after the expiration of the Due Diligence Period such proposed lease or Lease modification shall be deemed disapproved.
7.3    Treatment of Leasing Costs and Free Rent.
7.3.1    Definition of Leasing Costs. “Leasing Costs” shall mean any out-of-pocket payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, but without limitation, tenant improvement costs, lease buyout payments and moving, design, and refurbishment costs.
7.3.2     Existing Leasing Costs. Seller represents and warrants that all tenant improvement costs, leasing commissions and other Leasing Costs still outstanding under those Leases in effect as of the Effective Date (“Existing Leasing Costs”) are set forth in Exhibit L attached hereto. No later than 5 Business Days prior to the Closing Date, Seller shall deliver to Purchaser a statement, with supporting

13

documentation reasonably acceptable to Purchaser, of the Existing Leasing Costs actually paid by Seller or otherwise outstanding between the Effective Date and the date of delivery of such statement. At Closing, Purchaser shall receive a credit against the Purchase Price in the total amount of the Existing Leasing Costs, as shown on Exhibit L, less those amounts paid by Seller for Existing Leasing Costs through the date of delivery of such statement, and Purchaser shall assume responsibility for paying the remaining Existing Leasing Costs up to the amount of the credit that Purchaser received at Closing. Seller shall remain responsible for satisfying any Existing Leasing Costs which were not credited to Purchaser at Closing.
7.3.3    New Leasing Costs. Notwithstanding anything to the contrary contained herein, Purchaser shall be responsible for the payment of all Leasing Costs payable for (a) any new leases or renewal, expansion or extension of the Leases entered into after the Due Diligence Deadline that have been approved (or deemed approved) by Purchaser in accordance with Section 7.2 above to the extent such Leasing Costs were disclosed to Purchaser in writing at the time of such approval (or deemed approval) (collectively, “New Leasing Costs”).
7.3.4    Free Rent. Purchaser shall be entitled to receive a credit against the Purchase Price at Closing for the amount of any scheduled rental abatements or “free rent” periods attributable to periods from and after the Closing Date contained in those Leases or renewals, expansions or extensions or other amendments of the Leases entered into or taking effect before the Due Diligence Deadline. For purposes of calculating Free Rent as a Leasing Cost, the parties shall use the amount of the first month of full base rent that Tenant is required to pay under the Lease after expiration of the free rent period and then apply that monthly rent amount to that portion of the free rent period allocable to Seller or Purchaser’s ownership of the Property as the case may be.
7.4    Security Deposits and Prepaid Rents. Purchaser shall receive at Closing a credit for all cash security deposits provided for under the Leases. If any security deposit is in the form of a letter of credit, Seller shall deliver to Purchaser at Closing, the original letter of credit together with any executed documents required by the issuer of such letter of credit in order to transfer the beneficial interest under such letter of credit to Purchaser. Purchaser shall receive a credit at Closing equal to all transfer fees required to be paid in connection with the transfer of any letters-of-credit to Purchaser as provided in this Section 7.4. If a security deposit in the form of a letter of credit is not transferable by its terms, Seller shall deliver to Purchaser at Closing the original letter of credit and shall provide reasonable cooperation to Purchaser and the applicable tenant (including after Closing, but without the need for expenditure of funds) to facilitate the reissuance of a new letter of credit to replace the letter of credit previously held by Seller. Any sums designated as prepaid rent under the Leases shall be credited against the Purchase Price. Following Closing, Purchaser shall be solely responsible for refunding any security deposits and crediting any prepaid rents to the Tenants under the Leases to the extent Purchaser received a credit at Closing for the same.
7.5    Delinquent Rents. Purchaser shall not be required to purchase Seller’s accounts receivables and/or delinquent rents (including, without limitation, any additional rent payments or other amounts payable by Tenants under the Leases). No proration shall be made at the Closing for these items. Purchaser shall have no duty to collect delinquent rents for Seller after Closing but shall be required to bill Tenants for delinquent rents in the ordinary course of business for 6 months after Closing. To the extent Purchaser or Seller receives rents (or other tenant charges) on or after the Closing Date, such payments shall be applied (a) first towards the rent (or other tenant charge) owed to Purchaser for its period of ownership; (b) second toward the rent (or other tenant charge) for the actual month in which Closing occurred; and (c) third towards the rent (or other tenant charge) owed to Seller for its period of ownership. Purchaser shall deliver Seller’s share to Seller promptly upon receipt by Purchaser and Seller shall deliver Purchaser’s share to Purchaser promptly upon receipt by Seller, as applicable. Any post-closing reconciliation payment shall be allocated in accordance with the charges (and in the case of tenant reimbursements, the underlying expenses) in Seller’s and Purchaser’s respective periods of

14

ownership. Subject to Purchaser’s right to receive a portion of any funds actually collected, Seller reserves the right to pursue any remedy for damages against any tenant owing delinquent rents and any other amounts to Seller (but shall not be entitled to interfere with a Tenant’s tenancies, terminate any Lease or any Tenant’s right to possession) following the expiration of the 6 month period immediately following the Closing. Purchaser shall not be required to litigate or declare a default under any Tenant Lease to facilitate Seller’s collection of delinquent rents.
7.6    Updated Rent Roll. No sooner than 10 Business Days prior to Closing and no later than 5 Business Days prior to Closing, Seller shall deliver to Purchaser updated rent roll(s) for the Property substantially in the same form as the rent roll(s) provided as part of the Due Diligence Materials.
8.    CONTRACTS
8.1    Definition of Contracts. As used herein, “Contracts” means all currently effective management, leasing, brokerage, maintenance, construction and service contracts and agreements relating to the Property, including all amendments thereto, relating to the ownership, operation and maintenance of the Property, all of which are identified in Exhibit D attached hereto.
8.2    Disposition of Contracts. Seller shall terminate on or before Closing (a) the existing Property Management Agreement with Unico Properties LLC and any other property management or leasing agreements affecting the Property (collectively, the “Existing PMA”), and (b) any Contracts that Purchaser indicates by written notice delivered to Seller on or before the Due Diligence Deadline that Purchaser does not want to assume (collectively “Disapproved Contracts”). All Contracts (including that certain Assignment and Transfer of Preservation Parking Rights and Subscription Agreement, dated as of October 6th, 2015, by and between Seller and BPM Associates (1995), LLC), other than the Existing PMA and the Disapproved Contracts (collectively “Assumed Contracts”) will be assigned by Seller and assumed by Purchaser at Closing pursuant to the Assignment of Contracts attached hereto as Exhibit G.
8.3    Service Contracts. Seller shall not enter into any additional service contracts or other similar agreements or amend any of the Assumed Contracts without the prior consent of Purchaser, which consent shall not be unreasonably withheld, conditioned, or delayed prior to the Due Diligence Deadline, but which may be withheld in Purchaser’s sole discretion after the Due Diligence Deadline; provided, however, Seller may enter into such service contracts and other similar agreements (a) that Seller reasonably determines are necessary for the continuing operation, maintenance, and repair of the Property, (b) which are cancelable on not more than 30 days’ notice at no cost to Purchaser and which are cancelled by Seller prior to the Closing Date, and (c) as to which all amounts owing thereunder have been or shall be paid by Seller.
9.    MISCELLANEOUS PRE-CLOSING AND POST-CLOSING OBLIGATIONS
9.1    Maintenance and Operation of Property. Seller shall maintain and operate the Property in the same manner as prior to the Effective Date pursuant to its normal course of business, subject to reasonable wear and tear and damage or destruction by casualty or other events beyond the control of Seller. Seller shall maintain in full force and effect its existing insurance coverage with premiums paid through the Closing Date. None of the Personal Property shall be removed from the Property. Between the Effective Date and the Closing Date, Seller shall notify or shall cause its property manager to notify Purchaser of any written notice received by Seller or its property manager of any of the following matters promptly after Seller or its property manager has knowledge of such matter: notices of default or disputes from any Tenant, notices of disputes involving any Contract, condemnation, environmental, zoning or other land-use regulation proceedings specifically relating to the Property, notice of any violations of any laws specifically relating to the Property, any litigation or notice of any claim relating to the Property, and any notices received by Seller or its property manager after the Effective Date that would render the representations and warranties made by Seller in this Agreement untrue.


15

9.2    No Material Changes. Seller shall not make any material alterations to the Property without Purchaser’s prior written approval, which approval shall not be unreasonably withheld, conditioned, or delayed prior to the Due Diligence Deadline and which may with withheld in Purchaser’s sole discretion after the Due Diligence Deadline.
9.3    Seller’s Cooperation with Purchaser’s Financing. At no cost or expense to Seller, Seller shall reasonably cooperate with Purchaser’s efforts to obtain financing for its acquisition of the Property. Such cooperation shall include requesting financial information, estoppel certificates and/or SNDAs from the Tenants, enforcing such requirements for estoppel certificates and SNDAs to the extent the same may be required under the Leases (but without any need to file claims or incur substantial costs), and allowing the lender’s consultants to inspect the Property subject to the terms of Section 3.4 above. It is understood and agreed, however, that Purchaser’s ability to obtain financing for the acquisition of the Property is not a condition to Purchaser’s obligation to close on the purchase of the Property hereunder.
9.4    No Further Encumbrance. From and after the Effective Date, except for Leases and amendments thereto entered into in accordance with this Agreement, Seller shall not alienate, lien, encumber or otherwise transfer all or any interest in the Property (other than to Purchaser at Closing).

9.5    No Marketing. From and after the Effective Date, except for Leases and amendments thereto entered into in accordance with this Agreement, Seller shall not market, solicit, negotiate, or enter into any agreement with any party other than Purchaser for the sale or transfer of any interest in the Property.
10.    CLOSING CONDITIONS
10.1    Purchaser’s Conditions to Close. Purchaser’s obligation to purchase the Property is conditioned upon the satisfaction or waiver of the conditions described below within the time period specified therein, or if no time period is specified, by the Closing Date. If any of the conditions described below are not satisfied (or waived in writing by Purchaser) prior to the Closing, then Purchaser shall be entitled to: (a) terminate this Agreement and receive the Earnest Money Deposit, and the parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement, and/or (b) if the condition is not satisfied as a result of a default or breach by Seller, pursue Purchaser’s rights and remedies under Section 13.1 below.
10.1.1    Seller shall have performed in all material respects all of its covenants in this Agreement.
10.1.2    Except for any Material Changed Conditions accepted by Purchaser under Section 5.3 above, (a) there shall be no material breach of any representations and warranties made by Seller in Article 5 above, and (b) such representations and warranties shall have remained true and correct in all material respects.
10.1.3    The Title Company shall be irrevocably committed and ready, willing and able to issue the Title Policy.
10.1.4    The Minimum Tenant Estoppel Requirement under Section 7.1 has been met and Purchaser has received executed Approved Estoppels satisfying the requirements set forth in Section 7.1 hereof.

10.1.5 An estoppel certificate substantially in the form attached hereto as Exhibit R has been executed and delivered by BPM Associates (1995), LLC, an Oregon limited liability company (“Parking Estoppel Certificate”). Seller agrees to use reasonable, diligent and good faith efforts to obtain the Parking Estoppel Certificate as soon as possible.


16

10.1.6    Seller’s delivery to escrow of the documents and items specified in Section 11.4 below.
10.1.7    No Material Adverse Change has occurred. As used herein, “Material Adverse Change” means (a) the occurrence during the period commencing immediately after delivery of the Asset Approval Notice and ending on the Closing Date of any of the following: (i) the Title Commitment being amended or updated to indicate new or modified title exceptions that Seller is unwilling or unable to remove on or before Closing and to which Purchaser has provided timely written objection under Section 4.4 above (“Objectionable New Title Exception”), or (ii) Seller’s delivery to Purchaser or Seller’s deposit into the electronic drop-box of any new Due Diligence Materials not previously provided or made available to Purchaser (“Newly Provided Due Diligence Materials”), or (iii) adverse changes in the operating condition of any building systems or equipment serving the Property (“Adverse Operating System Change”), and (b) the Objectionable New Title Exception, the Newly-Provided Due Diligence Materials or the Adverse Operating System Change, in each instance without duplication, has the net impact of reducing the fair market value of the Property by $50,000 or more, or would cost $50,000 or more to cure or correct.
10.2    Seller’s Conditions to Close. Seller’s obligation to sell the Property is conditioned upon the satisfaction or waiver of the conditions described below within the time period specified therein, or if no time period is specified, by the Closing Date. If any of the conditions described below are not satisfied (or waived in writing by Seller) prior to the Closing, then Seller shall be entitled to terminate this Agreement upon written notice to Purchaser.
10.2.1    Purchaser shall have performed in all material respects all of its covenants in this Agreement.
10.2.2 There shall be no material breach of any representations and warranties made by Purchaser in Article 6, above, and such representations, warranties or covenants shall have remained true and correct in all material respects.
10.2.3    Purchaser’s delivery to escrow of the funds, documents and items specified in Section 11.5 below.

11.    CLOSING AND ESCROW INSTRUCTIONS
11.1    Closing. Closing shall take place through escrow at Escrow Agent’s office on the Closing Date (as may be extended).
11.2    Closing Date Extensions. Purchaser shall have the right to extend the Closing Date one time for up to 30 days, by delivering notice of such extension to Seller on or before the Closing Date and within 2 Business Days after delivering such notice, depositing with Escrow Agent, $1,000,000 in cash, which amount the Escrow Agent will deposit and hold in the same interest bearing account as the Earnest Money Deposit and shall, upon being deposited, constitute part of the Earnest Money Deposit.
11.3    Closing Mechanics. Provided that all funds and documents required under Sections 11.4 and 11.5 below have been deposited into escrow with instructions to handle them in accordance with this Agreement, then no later than 2:00 pm Pacific Time on the Closing Date (“Deposit Deadline”), (a) Escrow Agent shall (i) have been given irrevocable instructions by Seller to cause the Deed to be recorded, (ii) has been given irrevocable instructions by Purchaser to pay to Seller by Federal Reserve wire transfer of immediately available funds to an account designated by Seller, the Purchase Price (subject to adjustments described in Sections 11.7 and 11.8), less any costs or other amounts to be paid by Seller at Closing pursuant to the terms of this Agreement, and (iii) pay all appropriate payees the other costs and amounts to be paid at Closing pursuant to the terms of this Agreement, and (b) Seller

17

will direct the Escrow Agent to pay to the appropriate payees out of the proceeds of Closing payable to Seller, all of those costs and amounts to be paid by Seller at Closing pursuant to the terms of this Agreement.
11.4    Seller’s Closing Documents and Other Items. At least 1 Business Day before Closing, Seller shall deposit into escrow the following items:
11.4.1    One Special Warranty Deed for the Property duly executed and acknowledged by Seller, in the form attached hereto as Exhibit E (“Deed”).
11.4.2    Two counterparts of the Assignment and Assumption of Leases executed by Seller in the form attached hereto as Exhibit F (“Lease Assignment”).
11.4.3    Two counterparts of the Assignment and Assumption of Contracts and Intangibles executed by Seller in the form attached hereto as Exhibit G (“Contract Assignment”).
11.4.4    Two counterparts of the Bill of Sale for the Personal Property executed by Seller in the form attached hereto as Exhibit H (“Bill of Sale”).
11.4.5    An affidavit executed by the Seller (or by Seller’s sole member if Seller is a disregarded entity under Income Tax Regulations) in the form of Exhibit I attached hereto, pursuant to Section 1445(b)(2) of the Code, and on which Purchaser is entitled to rely, that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code (“Seller FIRPTA”).
11.4.6    The Owner’s Title Affidavit, and such other documents as may be reasonably or customarily required by the Title Company to issue the Title Policy and close this transaction.
11.4.7    Notices to all lessees under the Leases for the Property, signed by Seller, in the form attached hereto as Exhibit O (“Tenant Notices”).
11.4.8    The original executed Parking Estoppel Certificate, if obtained by Seller. 11.4.9    A certificate executed by Seller certifying that all representations and warranties of Seller set forth in this Agreement continue to be true, correct and complete substantially in the form attached hereto as Exhibit Q (“Seller’s Certificate”).
11.4.10 Upon Closing, Seller shall deliver to Purchaser outside of escrow (by leaving the same at the Property), all keys to the Property specifically identified to reflect their respective unit locks, and originals, to the extent in Seller’s possession, and otherwise copies, of all Leases, tenant estoppel certificates, Assumed Contracts and other Due Diligence Materials.
11.5    Purchaser’s Closing Documents and Other Items. At least 1 Business Day before Closing (unless a different day is specified below), Purchaser shall deposit into escrow the following items:
11.5.1    The balance of the Purchase Price and such additional funds as are necessary to close this transaction, which may be deposited on the Closing Date.
11.5.2    Two counterparts of the Lease Assignment executed by Purchaser.
11.5.3    Two counterparts of the Contract Assignment executed by Purchaser.
11.5.4    Two counterparts of the Bill of Sale executed by Purchaser.
11.5.5    One original of the Seller Parent Guaranty executed by Unico Partner I REIT LLC.

18

11.5.6    Such other documents as may be reasonably or customarily required by the Title Company to issue the Title Policy and close this transaction.
11.6    Expenses and Costs.
11.6.1    Leasing Costs, Security Deposits and Prepaid Rents. Leasing Costs shall be allocated as provided in Section 7.3, and security deposits and prepaid rents shall be credited as set forth in Section 7.4.
11.6.2    Seller Closing Costs. Seller shall pay: (a) 50% of the Escrow Agent’s escrow fee; (b) the premium for the standard coverage portion of the premium for the Title Policy; (c) the cost of recording the Deed; (d) those commissions, if any, payable by Seller pursuant to Section 1.13; (e) all transfer, sales, use, excise, and other taxes, assessments and charges applicable to, or arising from, the transfer of any or all the Property (including, without limitation, documentary transfer taxes) if any; and (f) any additional costs and charges customarily charged to sellers in accordance with common escrow practices in the state and county in which the Property is located.
11.6.3    Purchaser Closing Costs. Purchaser shall pay: (a) 50% of the Escrow Agent’s escrow fee; (b) the premium for the extended coverage portion of the premium for the Title Policy and the costs of any endorsements Purchaser may require; and (c) any additional costs and charges customarily charged to purchasers in accordance with common escrow practices in the state and county in which the Property is located. In addition to the foregoing, Purchaser shall be solely responsible for any costs incurred in connection with Purchaser’s Due Diligence investigations of the Property, including Inspections and Surveys.
11.6.4    Other Expenses and Legal Costs. Except as provided above, each party hereto shall pay its own expenses incurred in connection with this Agreement and the transactions contemplated hereby, including in the case of Purchaser, all third-party engineering and environmental review costs incurred by or on behalf of Purchaser, its inspection costs and Due Diligence costs. Each party shall pay for the costs of their respective counsel in connection with Closing and this transaction.
11.7    Prorations.
11.7.1    Proration Items. Subject to the provisions of Sections 7.3, 7.4, 7.5, 11.7.2 and 11.7.3, Seller and Purchaser agree to adjust (based on the periods to which they relate and are applicable, and regardless of when payable), as of 11:59 pm Pacific Time on the day immediately preceding the Closing Date, all revenue and expenses relating to the Property (“Proration Items”), including the following: (a) real estate taxes and assessments; (b) expenses already incurred by Seller that relate to services to be provided to the Property after the Closing Date and all fees and charges under the Assumed Contracts; and (c) all rentals and other income derived from the Property (including operating costs and other tenant reimbursements). Seller will be charged and credited (based on the periods to which they relate and are applicable, and regardless of when payable) for the amounts of all of the Proration Items relating to the period up to and including 11:59 pm Pacific Time on the day immediately preceding the Closing Date, and Purchaser will be charged and credited (based on the periods to which they relate and are applicable, and regardless of when payable) for all of the Proration Items relating to the period on and after the Closing Date.
11.7.2    Additional Rent Reconciliation. To the extent that any additional rent (including, without limitation, estimated payments for operating expenses and/or real estate taxes) (collectively, “Expenses”) is paid by Tenants to landlord under the Leases based on an estimated payment basis (monthly, quarterly, or otherwise) for which a future reconciliation of actual Expenses to estimated payments is required to be performed at the end of a reconciliation period, Purchaser and Seller shall make an adjustment at the Closing for the applicable reconciliation period (or periods, if the Leases do

19

not have a common reconciliation period) based on a comparison of the actual Expenses to the estimated payments at the Closing. If, as of the Closing, Seller has received additional rent payments in excess of the amount that Tenants will be required to pay, based on the actual Expenses as of the Closing, Purchaser shall receive a credit in the amount of such excess. If, as of the Closing, Seller has received additional rent payments that are less than the amount that Tenants would be required to pay based on the actual Expenses as of the Closing, Purchaser shall deliver to Seller the amount of such deficiency within thirty (30) days of the reconciliation pursuant to which the Tenants’ payments of such deficient amounts are received by Purchaser.
11.7.3    Capital Costs. Purchaser shall be credited at Closing for the amount of all amounts which are unsatisfied amounts under all capital contracts, contracts pertaining to works of improvement or other contracts existing prior to Closing (other than those contracts relating to tenant improvement work, which are separately addressed in this Agreement), pertaining to the Property (regardless of when the work, services or other obligations were performed or are to be performed) (“Pre-Closing Capital Costs”). Seller shall remain responsible for satisfying any Pre-Closing Capital Costs which were not credited to Purchaser at Closing.
11.7.4    Method of Proration. For purposes of calculating prorations (based on the periods to which they relate and are applicable, and regardless of when payable), Purchaser shall be deemed to hold title to the Property and be entitled to the income therefrom and responsible for the expenses thereof for the entire day upon which the Closing occurs. All such prorations shall be made on the basis of the actual number of days of the month that shall have elapsed as of the day of the Closing and based upon the actual number of days in the month and a 365 day year.
11.7.5    Items Not Prorated. Seller and Purchaser agree that: (a) none of the insurance policies relating to the Property will be assigned to Purchaser and Purchaser shall be responsible for arranging for its own insurance as of the Closing Date; and (b) utilities, including telephone, electricity, water and gas, shall be read on the Closing Date and Seller shall be responsible for all the necessary actions needed to arrange for meters to be read, and Purchaser shall be responsible for utilities to be changed to the name of Purchaser on the Closing Date, including the posting of any required deposits; provided, however, that Seller shall be entitled to a credit at the Closing for any utility deposits which it or its predecessors have made prior to the Closing Date, to the extent the same are transferred to Purchaser at Closing. Seller shall be entitled to recover and retain from the providers of such utilities any refunds or overpayments to the extent applicable to the period prior to the Closing Date, and any utility deposits for which it does not receive a credit hereunder. If accounts are not set up in Purchaser’s name on the Closing Date, all charges for such utilities shall be prorated outside of escrow within 60 days after the Closing Date.
11.8    Closing Statement. The estimated Closing costs, allocations and prorations shall be set forth on a preliminary closing statement to be prepared by the Escrow Agent and submitted to the parties for their reasonable approval at least 5 Business Days prior to the Closing Date. The parties shall then use reasonable, diligent and good faith efforts to agree upon the final closing statement that is consistent with the terms of this Agreement at least 2 Business Days prior to the Closing Date (“Closing Statement”).
11.9    Reconciliation. Any item which cannot be finally allocated or prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available. Such allocations or prorations shall be initially performed by Seller and Purchaser pursuant to the Closing Statement, but shall be subject to adjustment in cash after the Closing outside of escrow as and when complete and accurate information becomes available, if such information is not available at the Closing. If the allocations and prorations made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either party shall be entitled to an adjustment to correct the same; provided, however, that any adjustment shall be made, if at all, no

20

later than December 15, 2016, and if a party fails to request an adjustment to the Closing Statement by a written notice delivered to the other party within the applicable period set forth above (such notice to specify in reasonable detail the items within the Closing Statement that such party desires to adjust and the reasons for such adjustment), then the allocations and prorations set forth in the Closing Statement shall be binding and conclusive against such party. Until final reconciliation under this Section, Purchaser and its representatives and auditors shall be afforded reasonable access during normal business hours to Seller’s books and records with respect to the Property to confirm the accuracy of the Closing Statement.
11.10    Escrow Agent. Escrow Agent executes this Agreement solely to evidence its agreement to hold escrowed funds in accordance with the terms and conditions of this Agreement. The following provisions shall control with respect to the rights, duties and liabilities of Escrow Agent. Escrow Agent acts hereunder as a depository only and is not responsible or liable in any manner whatsoever for the (a) sufficiency, correctness, genuineness or validity of any written instrument, notice or evidence of a party’s receipt of any instruction or notice which is received by Escrow Agent, or (b) identity or authority of any person executing such instruction notice or evidence. Escrow Agent shall have no responsibility hereunder except for the performance by it in good faith of the acts to be performed by it hereunder, and Escrow Agent shall have no liability except for its own willful misconduct or gross negligence. If a dispute arises between the parties with respect to the disposition of the Earnest Money Deposit or any other amounts held in escrow, Escrow Agent shall be entitled, at its own discretion, to deliver such amount to an appropriate court of law pending resolution of the dispute. Escrow Agent shall invest the amount in escrow in accounts which are federally insured, which invest solely in government securities, or which are reasonably satisfactory to Seller and Purchaser, and shall be applied in accordance with the terms of this Agreement.
11.11    Escrow Instructions. Upon execution of this Agreement, the parties shall deposit an executed counterpart of this Agreement with the Escrow Agent, and this Agreement shall serve as escrow instructions to the Escrow Agent for consummation of the purchase and sale contemplated hereby. Seller and Purchaser agree to execute such reasonable additional and supplementary escrow instructions as may be appropriate to enable the Escrow Agent to comply with the terms of this Agreement; provided, however, that if there is any conflict between the provisions of this Agreement and any such supplementary escrow instructions, the terms of this Agreement shall control.
11.11.1 Opening of Escrow. When both (a) this Agreement, fully signed, or in signed counterparts, and (b) the Earnest Money Deposit has been delivered to Escrow Agent, Escrow shall be deemed open (“Opening of Escrow”), and Escrow Agent shall immediately notify Purchaser and Seller by telephone and in writing of the date of Opening of Escrow.
11.11.2 Escrow Agent Authorized to Complete Blanks. If necessary, Escrow Agent is authorized to insert the Closing Date in any blanks in the Closing Documents.
11.11.3 Recordation and Delivery of Funds and Documents. When Purchaser and Seller have satisfied their respective Closing obligations under Sections 11.4 and 11.5 hereof and each of the conditions under Sections 10.1 and 10.2 hereof have either been satisfied or waived, Escrow Agent shall promptly undertake all of the following in the manner indicated and as more particularly instructed in Purchaser’s and Seller’s closing instructions:
(a)    Prorations. Prorate and allocate all matters as described in Sections 7.3, 7.4, 7.5 and 11.7 hereof;
(b)    Recording. Cause the Deed and any other documents which the parties hereto may mutually direct, to be recorded in the official records of the county in which the Property is located in the order set forth in Purchaser’s and Seller’s closing instructions;
            

21

(c)    Funds. Disburse funds deposited by Purchaser with Escrow Agent towards payment of all items chargeable to the account of Purchaser pursuant to this Agreement, including, without limitation, the payment of the Purchase Price to Seller;
(e)    Document Delivery. Deliver originals and conformed copies of all documents to Seller and Purchaser, as appropriate; and
(f)    Title Policy. Direct the Title Company to issue the Title Policy to Purchaser.

11.12    Designation of Reporting Person. To assure compliance with the requirements of Section 6045(e) of the Code, the parties hereto agree as follows:
11.12.1    Reporting. Provided that Escrow Agent executes a counterpart of this Agreement to evidence Escrow Agent’s agreement to assume all responsibilities for information reporting required under Section 6045(e) of the Code, Seller and Purchaser shall designate the Escrow Agent as the person responsible for all information reporting under Section 6045(e) of the Code (“Reporting Person”). If Escrow Agent refuses to execute a counterpart of this Agreement pursuant to which it agrees to be the Reporting Person, Seller and Purchaser shall agree to appoint another third party as the Reporting Person.
11.12.2    Reporting Requirements. Seller and Purchaser shall each (a) provide to the Reporting Person all information and certifications regarding such party, as reasonably requested by the Reporting Person or otherwise required to be provided by a party to the transaction described herein under Section 6045 of the Code; and (b) provide to the Reporting Person such party’s taxpayer identification number and a statement (on Internal Revenue Service Form W‑9 or an acceptable substitute form, or on any other form the applicable current or future Code sections and regulations might require and/or any form requested by the Reporting Person), signed under penalty of perjury, stating that the taxpayer identification number supplied by such party to the Reporting Person is correct.
12.    CASUALTY AND CONDEMNATION.
12.1    Minor Loss/Condemnation. Purchaser shall be bound to purchase the Property for the full Purchase Price as required by the terms hereof, without regard to the occurrence or effect of any damage to the Property or condemnation of any portion of the Property, provided that such damage, destruction or condemnation does not constitute a Major Loss or Condemnation (as such term is defined in Section 12.2 below), and upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller prior to Closing as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible not recoverable under the Leases, less any sums expended by Seller toward the restoration or repair of the Property, including barricades and other temporary repairs required for safety purposes, or in collecting such insurance proceeds or condemnation awards. If the proceeds or awards have not been collected as of the Closing, then no credit shall be given but such proceeds or awards shall be assigned to Purchaser, except to the extent needed to reimburse Seller for sums expended prior to the Closing to repair or restore the Property or to collect any such proceeds or awards.
12.2    Major Loss/Condemnation. If (a) the amount of the damage, destruction or condemnation exceeds five percent (5%) of the Purchase Price, (b) the damage, destruction or condemnation materially impairs access to the Property, (c) the damage, destruction or condemnation results in the Property violating any laws or failing to comply with zoning or any covenants, conditions or restrictions affecting the Property, (d) the damage, destruction or condemnation entitles any tenant whose Premises consists of more than 10,000 square feet to terminate its Lease or abate rent, or (e) there is any damage or destruction which is not fully insured and for which Purchaser will not receive, at Seller’s election, a credit

22

in the amount of the uninsured portion of such damage or destruction upon the Closing (each, a “Major Loss or Condemnation”), then Purchaser may at its option, to be exercised by written notice to Seller within 10 Business Days after Seller’s notice to Purchaser of the occurrence of the damage or destruction or the commencement of condemnation proceedings, terminate this Agreement or proceed with the purchase and sale transaction in accordance with the terms of this Agreement. If Purchaser does not elect to terminate this Agreement within such 10 Business Day period, Purchaser shall be deemed to have elected to proceed with the purchase in accordance with this Agreement and to have waived its right to terminate. If Purchaser elects to terminate this Agreement within such 10 Business Day period, the Earnest Money Deposit shall be returned to Purchaser and neither party shall have any further rights or obligations hereunder except for those obligations expressly stated to survive termination. If Purchaser elects to proceed with the purchase, Seller shall not be obligated to repair any damage or destruction and upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any uninsured loss, insurance proceeds or condemnation awards collected by Seller before Closing as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible not recoverable under the Leases, less any sums expended by Seller toward the restoration or repair of the Property, including barricades and other temporary repairs required for safety purposes, or in collecting such insurance proceeds or condemnation awards. If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Purchaser, except to the extent needed to reimburse Seller for sums expended prior to the Closing to repair or restore the Property, including barricades and other temporary repairs required for safety purposes, or to collect any such proceeds or awards.
13.    DEFAULT AND REMEDIES
13.1    Seller Default. If the sale of the Property is not consummated due to the failure of Seller to sell the Property when it is obligated to do so under the terms of this Agreement, then Purchaser shall be entitled, as its sole remedy, to either (a) enforce specific performance of this Agreement and to recover from Seller any reasonable out-of-pocket costs incurred by Purchaser in connection with such enforcement action; provided, the remedy for specific performance shall only be available if Purchaser commences the action for specific performance within 60 days after first becoming aware of Seller’s material default, or (b) terminate this Agreement and receive back the Earnest Money Deposit plus reimbursement of Purchaser’s actual out of pocket expenses related to this transaction not to exceed $75,000 in the aggregate. Except as expressly provided in this Section, Purchaser shall have no other remedy for any default by Seller under this Agreement.
13.2    Purchaser Default; Liquidated Damages. If the sale of the Property is not consummated due to the failure of Purchaser to purchase the property when it is obligation to do so under this Agreement, then Seller shall be entitled, as its sole remedy, to retain the Earnest Money Deposit as liquidated damages, this Agreement shall terminate and such termination shall release Purchaser from any and all liability hereunder, except for those obligations of Purchaser under Sections 3.4.3, 3.4.5 and 3.6 that expressly survive termination of this Agreement. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT OF PURCHASER’S FAILURE TO CONSUMMATE THIS SALE WHEN LEGALLY OBLIGATED TO DO SO WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATE OF THIS AGREEMENT, THE AMOUNT OF THE EARNEST MONEY DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT, AND SELLER WAIVES ITS RIGHT TO RECOVER DAMAGES OR SEEK SPECIFIC PERFORMANCE AGAINST PURCHASER. EACH PARTY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION.
14.    CONFIDENTIALITY

23

14.1    Definition of Confidential Information. As used herein, “Confidential Information” shall mean the non-public, confidential information related to (a) Seller’s operations and businesses, which may include leases, rent rolls, operating budgets, net operating income figures and capital expenditure summaries, (b) the existence or pendency of this transaction, (c) the material economic terms of this transaction, and (d) any other information or materials shared by the other party or its Affiliates and/or their agents related to this transaction, whether shared before or after the Effective Date, that either a party or its agents has expressly designated as confidential or would otherwise be reasonably considered to be confidential. Notwithstanding the foregoing, in no event shall the following be considered Confidential Information: (w) any information that becomes publicly available without breach of this Agreement; (x) any information that can be shown by documentation to have been previously known to a party and/or its Affiliates at the time of its disclosure or delivery by the other party, its Affiliates and/or their agents; (y) any information rightfully received by a party and/or its Affiliates or from a third party who did not acquire or disclose such information by a wrongful or tortious act; and (z) any information that a party can demonstrate was independently developed by such party and/or its Affiliates without use of or reference to any Confidential Information.
14.2    Non-Disclosure of Confidential Information. Each party shall treat the Confidential Information with the same degree of care and confidentiality that such party exercises in protecting and preserving its own confidential information and shall use reasonable and good faith efforts to avoid and prevent the disclosure of the Confidential Information to third parties; except that (a) each party may disclose the Confidential Information if so compelled by law or judicial or other governmental order, provided the disclosing party shall give, if permitted by law and reasonably possible given the circumstances, the other party reasonable opportunity to seek a protective order or equivalent or to seek to obtain written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation, (b) each party may disclose the Confidential Information to those third parties integral to the transactions contemplated under this Agreement such as Escrow Agent, Title Company and Tenants where such disclosure either falls expressly or implicitly with the scope of the transactions and other actions contemplated under this Agreement, but only to the extent such disclosure is necessary or appropriate to carry out such contemplated transactions or actions, and (c) each party may disclose the Confidential Information to existing or potential investors, joint venture partners or lenders, as well as to the agents, officers, employees, attorneys, advisors, consultants or Affiliates of Seller or Purchaser, as the case may be, or of any of the foregoing parties, as are needed for the subject transaction to occur (collectively, “Permitted Recipients”); provided that the disclosing party first makes those Permitted Recipients aware of the confidential nature of the Confidential Information and such Permitted Recipients acknowledge their responsibility to preserve the confidentiality of the Confidential Information.
Notwithstanding the foregoing and anything to the contrary in this Agreement, nothing contained herein shall impair Purchaser’s (or its permitted assignee’s) right to disclose information relating to this Agreement or the Property (a) to any due diligence representatives and/or consultants that are engaged by, work for or are acting on behalf of, any securities dealers and/or broker dealers evaluating Purchaser or its permitted assignees, (b) in connection with any filings (including any amendment or supplement to any S-11 filing) with governmental agencies (including the SEC) by any REIT holding, or that is considering holding, an interest (direct or indirect) in any permitted assignee of Purchaser, and (c) to any broker/dealers in the Purchaser’s or any REIT's broker/dealer network and any of the REIT’s or Purchaser’s investors.

14.3    Survival of Non-Disclosure Obligations. The parties’ obligations under Section 14.2 shall terminate if and when Closing occurs (except that the parties obligations under Section 14.2 with respect to the Confidential Information referenced in Section 14.1(c) herein shall not terminate) and otherwise shall survive any earlier termination of this Agreement for 6 months.

24

14.4    Effect on Prior NDA. To the extent Seller and Purchaser and/or their Affiliates previously executed a confidentiality agreement, non-disclosure agreement or similar agreement with respect to the Property (“Prior NDA”), the Prior NDA is hereby deemed superseded, replaced and terminated by this Agreement and the materials and other information that were subject to the Prior NDA shall be deemed governed by this Section 14.
14.5    Press Releases. The parties agree not to make any public announcements or public disclosures or communicate with any media with respect to the subject matter hereof without the written consent of the other party, except to the extent required by law. The provisions of this Section 14.5 shall survive the Closing or earlier termination of this Agreement
15.    RESPONSIBILITY FOR BROKER COMMISSIONS
Each of Purchaser and Seller represents and warrants to the other that it did not employ or use any broker or finder to arrange or bring about this transaction, except for Seller’s Broker (if any are identified in Section 1.12) and that there are no claims or rights for brokerage commissions or finder’s fees in connection with the transactions contemplated by this Agreement or arising out of actions or statements by the representing party except to the extent otherwise provided in this Section 15. If any person brings a claim against Seller for a commission or finder’s fee based upon any contact, dealings or communication with Purchaser in connection with the transactions contemplated by this Agreement for which Seller is not expressly responsible under Section 1.13, then Purchaser shall defend Seller from such claim, and shall indemnify Seller and hold Seller harmless from any and all costs, damages, claims, liabilities or expenses (including reasonable attorneys’ fees and disbursements) incurred by Seller with respect to the claim. If any person brings a claim against Purchaser for a commission or finder’s fee based upon any contact, dealings or communication with Seller in connection with the transactions contemplated by this Agreement, then Seller shall defend Purchaser from such claim, and shall indemnify Purchaser and hold Purchaser harmless from any and all costs, damages, claims, liabilities or expenses (including reasonable attorneys’ fees and disbursements) incurred by Purchaser with respect to the claim.
16.    MISCELLANEOUS
16.1    Notices. All notices required or permitted hereunder shall be in writing and shall be served on the parties at the following addresses:
If to Seller:    
UPI Commonwealth LLC
c/o Unico Properties LLC
1215 Fourth Avenue, Suite 600
Seattle, Washington 98161
Attn:    Scott Brucker
Email: scott.brucker@unicoprop.com

with a copy to:
Fikso Kretschmer Smith Dixon Ormseth PS
2025 First Avenue, Suite 1130
Seattle, Washington 98121
Attn:    Marc Kretschmer
Email:     marc@fksdo.com

If to Purchaser:


25

c/o KBS Capital Advisors LLC
800 Newport Center Drive, Suite 700
Newport Beach, CA 92660
Attn:     Rodney Richerson
Email:    rricherson@kbs.com

with a copy to:

c/o KBS Capital Advisors LLC
800 Newport Center Drive, Suite 700
Newport Beach, CA 92660
Attn:     James Chiboucas, Esq.
Email:    jchiboucas@kbs.com

with a copy to:

Greenberg Traurig LLP
3161 Michelson Drive, Suite 1000
Irvine, California 92612
Attn:    Bruce Fischer, Esq.
Email:    fischerb@gtlaw.com

If to Escrow Agent:

Ticor Title Company
111 SW Columbia Street, Suite 1000
Portland, OR 97201
Attn:     Allison Swallow
Email:     Alli.Swallow@TicorTitle.com

The above addresses may be changed by written notice to the other party; provided that no notice of a change of address shall be effective until actual receipt of such notice. Counsel for a party may give notice or demand on behalf of such party, and such notice or demand shall be treated as being sent by such party.
All notices must be sent by (a) certified mail, return receipt requested, in which case notice shall be deemed delivered 3 Business Days after deposit, postage prepaid in the U.S. mail, (b) a recognized and reputable overnight courier, in which case notice shall be deemed delivered 1 Business Day after deposit with such courier if deposited with the courier service on or before 5:00 pm Pacific Time on a Business Day and otherwise 2 Business Days after being deposited with the courier service, or (c) email transmission, in which case notice shall be deemed delivered upon transmission if the transmission is made on a Business Day on or before 5:00 pm Pacific Time and otherwise the next Business Day after the transmission is made.
16.2    Time. Time is of the essence in the performance of all obligations under this Agreement. “Business Day” means any day other than a Saturday, a Sunday, or any day that is recognized as a holiday in Washington State or in the state in which the Property is located. Unless this Agreement expressly refers to “Business Days”, all references in this Agreement to days shall be deemed to mean calendar days. The time periods under this Agreement shall be computed by excluding the first day and including the last day, but, if the last day falls on a calendar day that is not a Business Day, or if the computed date for Closing or any other event that requires recording of documents falls on a day on which the applicable county recording office is closed, then the time period or date in question shall

26

extend to the next Business Day. Unless expressly indicated otherwise, all references to time shall be deemed to refer to Pacific Time and all time periods shall expire at 5:00 p.m. Pacific Time.
16.3    US Dollars. All monetary amounts set forth in this Agreement are in US Dollars.
16.4    Definition of Affiliate. As used herein, “Affiliate” means any person or entity that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with a person or entity, as the case may be. For the purposes of this definition, “control” and “controlled” mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise.
16.5    Successors and Assigns. This Agreement will be binding upon and inure to the benefit of Seller and Purchaser and their respective permitted successors and assigns, and no other party will be conferred any rights by virtue of this Agreement or be entitled to enforce any of the provisions hereof. Whenever a reference is made in this Agreement to Seller or Purchaser, such reference will include the successors and permitted assigns of such party under this Agreement.
16.6    Assignment. Purchaser shall not have the right to assign this Agreement without the prior written consent of Seller, which consent may be granted or withheld in Seller’s sole and absolute discretion; provided, however, Purchaser may assign this Agreement to an entity that is a real estate investment trust (“REIT”) (or that is wholly owned directly or indirectly by a REIT) for which Purchaser or an affiliate of Purchaser acts as the investment advisor without consent from Seller. Notice of any proposed assignment must include the full legal name and signature block for the proposed assignee, and must be given to Seller at least 2 Business Days before Closing. No assignment by Purchaser shall release it from any liability hereunder until the Closing Date. Notwithstanding the foregoing, Purchaser may assign its interest herein to an Affiliate, or an entity that is ultimately controlling, controlled by, or under common control with Purchaser or an entity that is ultimately controlling, controlled by or under common control with a client of Purchaser, without Seller’s prior written consent.
16.7    1031 Like-Kind Exchange. Purchaser may purchase the Property and Seller may sell the Property by completing one or more Internal Revenue Code Section 1031 tax-deferred exchange(s). Each party agrees to cooperate (at no cost, expense, liability or potential liability to such cooperating party) with the other in effecting such an exchange; provided, however, the (a) cooperating party shall not incur any additional liability or financial obligations, (b) Closing Date shall not be extended or accelerated as a consequence of any such exchange, (c) consummation or accomplishment of any such exchange shall not be a condition precedent or condition subsequent to either party’s obligation and covenants under this Agreement, (d) cooperating party shall not be required to acquire or hold title to any real property other than the Property for purposes of consummating any such exchange, and (e) cooperating party shall not be required to execute any additional documentation other than a simple consent.
16.8    Governing Law; Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the state in which the Property is located, without regard to any otherwise applicable principles of conflicts of laws. Venue for any action arising out of this Agreement shall be in the state courts in the state and county in which the Property is located or in U.S. Federal District Court for the applicable district in which the Property is located.
16.9    Waiver of Trial by Jury. EACH PARTY TO THIS AGREEMENT EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT OR

27

ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. EACH PARTY AGREES THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY. THE PARTIES AGREE THAT THE PROVISIONS CONTAINED HEREIN HAVE BEEN NEGOTIATED ON AN ARMS-LENGTH BASIS, WITH BOTH PARTIES AGREEING TO THE SAME KNOWINGLY AND BEING AFFORDED THE OPPORTUNITY TO HAVE THEIR RESPECTIVE LEGAL COUNSEL ADVISE THEM AS TO THE MATTERS CONTAINED HEREIN.
16.10    Attorneys’ Fees. If any action is brought by any party to this Agreement to enforce or interpret its terms or provisions, the prevailing party will be entitled to reasonable attorneys’ fees and costs incurred in connection with such action prior to and at trial and on any appeal therefrom.
16.11    No Memorandum. Purchaser shall not record any memorandum disclosing this Agreement.
16.12    Limited Liability. Except as otherwise provided in the Seller Parent Guaranty, neither the members, managers, employees or agents of Seller, nor the shareholders, officers, directors, employees or agents of any of them, shall be liable under this Agreement and, except as otherwise provided in the Seller Parent Guaranty, all parties hereto shall look solely to the assets of Seller for the payment of any claim or the performance of any obligation by Seller. None of the individual members, managers, employees or agents of Purchaser, nor the shareholders, officers, directors, partners, members, employees or agents of any of them, shall be liable under this Agreement.
16.13    No Joint Venture. Nothing in this Agreement shall be construed to create a joint venture between Purchaser and Seller.
16.14    No Third Party Beneficiaries. Nothing in this Agreement is intended to benefit any third party or create any third party beneficiary.
16.15    No Waiver. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, nor shall a waiver in any instance constitute a waiver in any subsequent instance. No waiver shall be binding unless executed in writing by the party making the waiver.
16.16    Entire Agreement. This Agreement (including any and all exhibits and/or schedules attached hereto) and any other document to be furnished pursuant to the provisions hereof embody the entire agreement and understanding of the parties hereto as to the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings other than those expressly set forth or referred to in such documents. This Agreement and such documents supersede all prior agreements and understandings among the parties and/or their affiliates with respect to the subject matter hereof (including, without limitation, any previously executed letters of intent, early access agreements and/or non-disclosure or confidentiality agreements).
16.17    Severability. Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement, or affecting the validity or enforceability of any of the terms or provisions of this Agreement.
16.18    No Merger. Subject to the limitations set forth in Section 5.4 and Section 14, and unless otherwise expressly stated in this Agreement, the covenants, agreements, representations, and warranties made herein shall survive the Closing Date and shall not merge into the deed and its recordation in the official records or the delivery at Closing of any assignment of leases, general assignment, or bill of sale.

28

16.19    Amendment and Modification. This Agreement may only be amended, modified or supplemented by a written agreement signed by Purchaser and Seller.
16.20    Further Acts. Each party, at the request of the other, shall execute, acknowledge or have notarized (if appropriate) and deliver in a timely manner such additional documents, and do such other additional acts, also in a timely manner, as may be reasonably required in order to accomplish the intent and purposes of this Agreement.
16.21    Not an Offer. Presentation of any draft of this Agreement by one party to the other shall not be deemed an offer, and this Agreement shall only become a binding and enforceable contract upon execution hereof by both parties.
16.22    Counterparts; Electronic Delivery. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute the same agreement, whether or not all parties execute each counterpart. Signatures transmitted by email shall have the same effect as original ink signatures.
16.23    Statutory Disclosure. THE PROPERTY DESCRIBED IN THIS INSTRUMENT MAY NOT BE WITHIN A FIRE PROTECTION DISTRICT PROTECTING STRUCTURES. THE PROPERTY IS SUBJECT TO LAND USE LAWS AND REGULATIONS THAT, IN FARM OR FOREST ZONES, MAY NOT AUTHORIZE CONSTRUCTION OR SITING OF A RESIDENCE AND THAT LIMIT LAWSUITS AGAINST FARMING OR FOREST PRACTICES, AS DEFINED IN ORS 30.930, IN ALL ZONES. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON TRANSFERRING FEE TITLE SHOULD INQUIRE ABOUT THE PERSON’S RIGHTS, IF ANY, UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424, OREGON LAWS 2007, SECTIONS 2 TO 9 AND 17, CHAPTER 855, OREGON LAWS 2009, AND SECTIONS 2 TO 7, CHAPTER 8, OREGON LAWS 2010. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY THAT THE UNIT OF LAND BEING TRANSFERRED IS A LAWFULLY ESTABLISHED LOT OR PARCEL, AS DEFINED IN ORS 92.010 OR 215.010, TO VERIFY THE APPROVED USES OF THE LOT OR PARCEL, TO VERIFY THE EXISTENCE OF FIRE PROTECTION FOR STRUCTURES AND TO INQUIRE ABOUT THE RIGHTS OF NEIGHBORING PROPERTY OWNERS, IF ANY, UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424, OREGON LAWS 2007, SECTIONS 2 TO 9 AND 17, CHAPTER 855, OREGON LAWS 2009, AND SECTIONS 2 TO 7, CHAPTER 8, OREGON LAWS 2010.
[SIGNATURES FOLLOW ON NEXT PAGE(S)]

29

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed.
SELLER:
UPI COMMONWEALTH LLC,
a Delaware limited liability company

By:
Unico Partners I REIT LLC, a Delaware
limited liability company, Manager

By:
Unico Partners I LP, a Delaware limited
partnership, Manger

By:
Unico Partners I GP LLC, a Delaware
limited liability company, General Partner

By:
Unico Investment Group LLC, a
Delaware limited liability company,
Sole Member


By:
/s/ Authorized Signatory
Name:
Authorized Signatory
Title:
President

Date:
5/6/16


30

PURCHASER:
KBSGI 421 SW 6TH AVENUE, LLC,
a Delaware limited liability company

By:
KBSGI REIT ACQUISITION II, LLC,
a Delaware limited liability company,
its sole member

By:
KBSGI REIT PROPERTIES, LLC,
a Delaware limited liability company,
its sole member

By:
KBS GROWTH & INCOME LIMITED PARTNERSHIP,
a Delaware limited partnership,
its sole member

By:
KBS GROWTH & INCOME REIT, INC.,
a Maryland corporation,
its general partner


By:
/s/ Charles J. Schreiber, Jr.
Charles J. Schreiber, Jr.,
Chief Executive Officer
Date:
May 6, 2016

31


EXHIBITS
A
Legal Description of Property
B
Tangible Personal Property
C
Delivered Due Diligence Items and Purchaser’s 3-14 Audit Documents
D
Contracts
E
Form of Deed
F
Form of Lease Assignment
G
Form of Contract Assignment
H
Form of Bill of Sale
I
Form of Non-Foreign Affidavit
J
Leases and Deposits
K
Form of Tenant Estoppel
L
Existing Leasing Costs
M
Existing Commission Agreements
N
Seller Disclosure Items
O
Form of Tenant Notice
P
Form of Seller Parent Guaranty
Q
Form of Seller’s Certificate
R
Form of Parking Estoppel Certificate    


32


ACKNOWLEDGMENT OF ESCROW AGENT
The Escrow Agent is executing this Agreement to evidence its agreement to hold the Earnest Money Deposit and act as “Escrow Agent” in accordance with the terms and conditions of this Agreement.*
ESCROW AGENT:
TICOR TITLE COMPANY

By:
/s/ Alli Swallow
Name:
Alli Swallow
Title:
AVP
*Pursuant to Federal Law, the Seller, when applicable, will be required to complete a sales activity report that will be utilized to generate a 1099 S Statement to the IRS. No other 1099 reporting will be completed or processed by the Escrow Agent at closing. Any other 1099 reporting called for in the purchase contract shall be handled by and between the parties outside of escrow. Escrow Holder shall not be concerned with the same. /s/AS

33


EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY

A tract of land in CITY OF PORTLAND, in the County of Multnomah and State of Oregon, described as follows:

Lots 1, 2, 3 and 4, Block 176, CITY OF PORTLAND, County of Multnomah, State of Oregon.










    



A-1


EXHIBIT B
TANGIBLE PERSONAL PROPERTY

Item
 
Number
Description
1
Canon PC720 Printer
2
HP Laserjet P1006 Printer
3
Panasonic KX-FHD301 Fax/Copier
4
CTL (Computer Technology Link) P.C
5
Dell 18" Monitor
6
CTL 20" Monitor
7
Carrier I-VU Drive
8
Fluke 79 Series II Multi Tester
9
Knopp K60 Voltage Tester
10
Handyelectric Power Snake
11
Werner 6' Ladder (Blue) Electrical Supply Room
12
Werner 8' Ladder (Red) Mechanical Room
13
Wener 10' Ladder (Red) Mechanical Room
14
First Floor lobby 8' Ladder
15
CW14 - 4' Ladder
16
CW13 - 6' Ladder Hand Truck
17
CW7 - 8' 2, 6" Ladders
18
CW2 - 7' Ladder
 
 
 
 
 
 
 
Furniture
19
Conference Table (2) -13th Floor
20
Desks (13) -14th Floor
21
Chairs for 13th Floor Conference Room (14)
22
Desk Chairs - 14th Floor Office Space (13)
23
Table (1) and Chairs (2) - 14th Floor Phone Room
24
Mini Refrigerator - 14th Floor Office
25
80" Outside Benches (2) 13th Floor Deck with Cushions
26
42" Chairs (2) 13th Floor Roof Deck with Cushions
27
Café Tables (4) Outside Deck
28
Cocktail Tables (4) Outside Deck
29
Chairs (16) Outside Deck
30
Chairs (4) for Cocktail Benches
31
Lounge Side Tables (2)
32
Lounge Poofs (2) for Seating

B-1


33
Lounge Chairs (2)
34
Lounge Sofa
35
Lounge Bar Stools (4)
36
Lounge Floor Lamp
37
Shuffleboard Table
38
Lounge Painting
39
Patio Chairs (4) - 15th Floor
40
Patio Table - 15th Floor
41
Sofa - 15th Floor
42
Chair (2) - 15th Floor
43
Ottoman (1) - 15th Floor
44
Coffee Table (1) - 15th Floor
45
Sofa - Main Lobby
46
Chairs - Main Lobby (2)
47
Television - Main Lobby
48
Guard Chair - Lobby
49
Televisions - 13th Floor (2)
50
Amplifier & Speakers (2)
 
 
 
Total Furniture
 
 
 
Gym Equipment
51
Treadmills (2), Elliptical
52
Weight Bench
53
Weight Set
54
Gym Cubbies
55
Bike Room Cubbies
56
Television
57
Gym Mats




B-2


EXHIBIT C
DELIVERED DUE DILIGENCE ITEMS AND PURCHASER’S 3-14 AUDIT DOCUMENTS
Delivered Due Diligence Items:
(i) All Leases;
(ii) A current rent roll including rent steps, CPI increases and base year expense stops, and aging receivables report (for the current year and last three calendar years);
(iii) A current operating report containing income and expenses for the current year and last three prior years;
(iv) All existing environmental and soils assessments and reports;
(v) Copies of the property tax bills for the current and prior year;
(vi) All surveys to the extent in Seller’s possession;
(vii) All pending leases, lease proposals and letters of intent; and
(viii) Copies of the Contracts identified in Exhibit D and the Existing Commission Agreements identified in Exhibit M.
(ix)     The following environmental and asbestos reports:
•
Phase 1 Report conducted by APEX Environmental Consulting dated 7/22/13
•
Phase 1 Report conducted by APEX Environmental Consulting dated 11/3/15
•
Asbestos and Presumed Asbestos Containing Materials O&M Plan prepared by APEX Environmental Consulting dated May 2015 (document file date 12.15.15)
•
Asbestos and Presumed Asbestos Containing Materials O&M Plan prepared by APEX Environmental Consulting dated January 2016 (document file dated 2/17/16)
•
Asbestos Repair Drawings prepared by APEX Environmental Consulting dated 3/17/16 (document file dated April 2016)

(x)
WJE Commonwealth Building Physical Condition Assessment – Exterior Cladding dated February 9, 2016 (WJE Job No. 206.0055)


C-1



Purchaser’s 3-14 Audit Documents

DOCUMENTS REQUIRED FOR 3-14 AUDIT
General
•
Property operating statements for the most recent full calendar year (2015) and for the current year to date with break out in quarterly intervals.
•
Trial balances at the end of the most recent full calendar year (12/31/15) and as of the current date.    
•
General ledger for the most recent full calendar year and for the current year to date (should include activity for entire year).
•
Property bank statements and reconciliations as of 12/31/15, 1/31/16 and 2/29/16
Revenues
Access to the following for all revenues for the most recent full calendar year and for the current year to date:   
•
Lease agreements including any leases which have expired or were terminated in 2015
•
Rent rolls as of 12/31/14 and 12/31/15
•
Detailed tenant ledger for the latest full calendar year and current year
•
Access to billing invoices and tenant cash receipts for specific tenants (selections to be provided)
Supporting documents and schedules for other revenues (i.e. parking income), if applicable, for the most recent full calendar year and for the current year to date.
Expenses
Access to the following for all expenses for the most recent full calendar year and for the current year to date:
•
Invoices and check copies (selections to be provided)
•
Check registers
•
Agreements with Contractors (specific agreements to be requested)
Reimbursable Expenses


Access to the following for the most recent full calendar year and for the current year to date:
•
CAM calculation to support monthly billings.
•
Year-end CAM reconciliation.
Post-closing
Final operating statement, trial balance and general ledger for the current year from January 1 through the date of sale.    

Please note that additional documentation may be required based on the findings of the 3-14 audit.



C-2


EXHIBIT D
CONTRACTS

Commonwealth Service Contracts
Description
Vendor Name
Document Date
Amendment
Janitorial
ABM
8/1/13
8/14/15
Elevators
Thyssen Krupp
10/3/07
 
Facility Maintenance
EMCOR
1/1/2012
12/23/2014
Water Treatment
Chem-Aqua
11/13/2007
 
Boiler Maintenance
Cole Industrial
1/1/2013
 
Chiller Maintenance
Trane
12/18/2015
 
Sprinkler Contract
Fire Systems West
1/1/2013
 
Pest Control
Cross
12/5/2007
 
Alarm Monitoring
Protec
3/7/2008
 
Security
Securitas
1/1/2013
 
Trash Removal
Waste Management
11/1/2015
 
Towel Service
Aramark
10/20/2015
 

Parking Agreements
1.    Assignment and Transfer of Preservation Parking Rights and Subscription Agreement, dated as of October 6th, 2015, by and between Seller and BPM Associates (1995), LLC.



D-1


EXHIBIT E
FORM OF DEED

After recording return to: 






GRANTOR:

GRANTEE:
This space reserved for recorder's use.







Until a change is requested, all tax statements shall be sent to Grantee at the following address:



STATUTORY SPECIAL WARRANTY DEED
__________________________________ ("Grantor") conveys and specially warrants to _______________________________ ("Grantee") the real property in ____________ County, Oregon, more particularly described on Exhibit A attached hereto and by this reference incorporated herein, free of encumbrances created or suffered by the Grantor, except for those encumbrances set forth on Exhibit B, attached hereto and by this reference incorporated herein.
The true consideration for this conveyance in terms of dollars is $___________________.

BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON TRANSFERRING FEE TITLE SHOULD INQUIRE ABOUT THE PERSON’S RIGHTS, IF ANY, UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424, OREGON LAWS 2007, SECTIONS 2 TO 9 AND 17, CHAPTER 855, OREGON LAWS 2009, AND SECTIONS 2 TO 7, CHAPTER 8, OREGON LAWS 2010. THIS INSTRUMENT DOES NOT ALLOW USE OF THE PROPERTY DESCRIBED IN THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY THAT THE UNIT OF LAND BEING TRANSFERRED IS A LAWFULLY ESTABLISHED LOT OR PARCEL, AS DEFINED IN ORS 92.010 OR 215.010, TO VERIFY THE APPROVED USES OF THE LOT OR PARCEL, TO DETERMINE ANY LIMITS ON LAWSUITS AGAINST FARMING OR FOREST PRACTICES, AS DEFINED IN ORS 30.930, AND TO INQUIRE ABOUT THE RIGHTS OF NEIGHBORING PROPERTY OWNERS, IF ANY, UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424, OREGON LAWS 2007, SECTIONS 2 TO 9 AND 17, CHAPTER 855, OREGON LAWS 2009, AND SECTIONS 2 TO 7, CHAPTER 8, OREGON LAWS 2010.



[Signature page follows]

E-1


Dated: ____________, 2016

GRANTOR:

UPI COMMONWEALTH LLC,
a Delaware limited liability company
    
By:
Unico Partners I REIT LLC, a Delaware
limited liability company, Manager

By:
Unico Partners I LP, a Delaware limited
partnership, Manager

By:
Unico Partners I GP LLC, a Delaware
limited liability company, General Partner

By:
Unico Investment Group LLC, a
Delaware limited liability company,
Sole Member


By:                        
Name:                        
Title:                        


STATE OF WASHINGTON    )
                ) ss.
COUNTY OF KING        )
I certify that I know or have satisfactory evidence that __________________________ is the person who appeared before me, and said person acknowledged that said person signed this instrument, on oath stated that said person was authorized to execute the instrument and acknowledged it as the _____________________________ of Unico Investment Group LLC, a Delaware limited liability company, the Sole Member of Unico Partners I GP LLC, a Delaware limited liability company, the General Partner of Unico Partners I LP, a Delaware limited partnership, the Manager of Unico Partners I REIT LLC, a Delaware limited liability company, the Manager of UPI COMMONWEALTH LLC, a Delaware limited liability company, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument.
DATED this ______ day of ____________________, 20___.

                        
Name (printed or typed)
NOTARY PUBLIC in and for the State of Washington, residing at            
My appointment expires:            

[Seal]

E-2


EXHIBIT A TO DEED
LEGAL DESCRIPTION OF PROPERTY

A tract of land in CITY OF PORTLAND, in the County of Multnomah and State of Oregon, described as follows:

Lots 1, 2, 3 and 4, Block 176, CITY OF PORTLAND, County of Multnomah, State of Oregon.


E-3



EXHIBIT B TO DEED
PERMITTED EXCEPTIONS






E-4


EXHIBIT F
FORM OF LEASE ASSIGNMENT
ASSIGNMENT AND ASSUMPTION OF LEASES
THIS ASSIGNMENT AND ASSUMPTION OF LEASES (“Assignment”) is executed as of _______________, 20__, by and between UPI COMMONWEALTH LLC, a Delaware limited liability company (“Seller”), and __________________, a __________________________ (“Purchaser”).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.    Definitions.
“Property” means the Commonwealth Building, located in Portland, Multnomah County, Oregon, together with the building, structures and other improvements located thereon.
“Leases” means the leases affecting the Property, more particularly described in Schedule 1 attached hereto.
“Security Deposits” means the security deposits provided for under the Leases as set forth in Schedule 1 attached hereto.
2.    Assignment. Assignor hereby bargains, sells, transfers and assigns to Assignee the entire right, title and interest of Assignor in and to the Leases and Security Deposits. The foregoing assignment is made without representation or warranty except as expressly set forth in the Purchase and Sale Agreement between Assignor and Assignee dated as of ______, 2016 (“Purchase Agreement”).
3.     Assumption. Effective as of the date hereof, Assignee accepts the foregoing assignment and assumes and agrees to be bound by and to perform, pay, discharge, observe and comply with the covenants, liabilities, duties, debts, obligations and responsibilities of Assignor to the extent first accruing and applicable on or after the date of hereof under the Leases, including all liability for the refund or return of the Security Deposits if, when and as required by the Leases, to the extent Assignee received a credit for the same as provided for under the terms and provisions of the Purchase Agreement.
4.    Indemnity. Assignee shall indemnify, defend, and hold harmless Assignor from and against any and all claims, liens, damages, demands, causes of action, liabilities, lawsuits, judgments, losses, costs and expenses (including without limitation, reasonable attorneys’ fees and expenses) (“Liability”) asserted against or incurred by Assignor arising out of the failure of Assignee to perform, pay, discharge, observe or comply with the covenants, liabilities, duties, debts, obligations and responsibilities assumed by Assignee hereunder to the extent they first accrue and are applicable to a period on or after the effective date of this Assignment. Assignor shall indemnify, defend, and hold harmless Assignee from and against any and all Liability asserted against or incurred by Assignee arising out of the failure of Assignor to perform, pay, discharge, observe or comply with the covenants, liabilities, duties, debts, obligations and responsibilities of Assignor under the Leases to the extent they first accrue and are applicable to a period prior to the effective date of this Assignment.
5.    Counterparts. This Assignment may be executed in multiple counterparts, each of which, when assembled will constitute a complete and fully executed original. All such fully executed original counterparts will collectively constitute a single agreement.
Dated:    ______________, 20__

F-1


ASSIGNOR:
UPI COMMONWEALTH LLC,
a Delaware limited liability company
By:
Unico Partners I REIT LLC, a Delaware
limited liability company, Manager
By:
Unico Partners I LP, a Delaware limited
limited liability company, General Partner
By:
Unico Investment Group LLC, a
Delaware limited liability company,
Sole Member

By: _______________________________
Name: _____________________________
Title: ______________________________


ASSIGNEE:
_______________________,
a _______________________
By: _________________________________
Name: _______________________________
Title: ________________________________
Schedule 1 – Leases and Security Deposits

F-2


EXHIBIT G
FORM OF CONTRACT ASSIGNMENT
ASSIGNMENT AND ASSUMPTION OF CONTRACTS AND INTANGIBLES
THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS AND INTANGIBLES (“Assignment”) is executed as of _______________, 20__, by and between UPI COMMONWEALTH LLC, a Delaware limited liability company (“Seller”), and __________________, a __________________________ (“Purchaser”).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.    Definitions.
“Property” means the Commonwealth Building, located in Portland, Multnomah County, Oregon, together with the building, structures and other improvements located thereon.
“Contracts” means the contracts relating to the Property set forth in Schedule 1 attached hereto.
“Intangibles” means collectively, to the extent owned by Seller: (a) any warranties or guarantees received by Seller from any contractors, subcontractors, suppliers or materialmen in connection with any construction, repairs or alterations of the improvements on the Property, (b) any URLs, web addresses, websites, trademarks and trade names including without limitation “Commonwealth Building” used solely in connection with the operation of the Property, if any, (c) all licenses, permits, approvals, certificates of occupancy, dedications, subdivision maps and entitlements issued, approved or granted by any governmental entity or public utility in connection with the Property, together with all renewals and modifications thereof, and (d) any as-built plans, drawings and specifications for the improvements on the Property and all architectural, structural, mechanical, electrical and landscaping plans and specifications, surveys, engineering studies and reports relating to the Property, if any, owned by Seller and in Seller’s possession or control.
2.    Assignment. Assignor hereby bargains, sells, transfers and assigns to Assignee the entire right, title and interest of Assignor in and to the Contracts and Intangibles. The foregoing assignment is made without representation or warranty except as expressly set forth in the Purchase and Sale Agreement between Assignor and Assignee dated as of ______, 2016 (“Purchase Agreement”).
3.     Assumption. Effective as of the date hereof, Assignee accepts the foregoing assignment and assumes and agrees to be bound by and to perform, pay, discharge, observe and comply with the covenants, liabilities, duties, debts, obligations and responsibilities of Assignor to the extent first accruing and applicable on or after the date hereof under the Contracts. Assignee hereby accepts the assignment of the Intangibles.
4.    Indemnity. Assignee shall indemnify, defend, and hold harmless Assignor from and against any and all claims, liens, damages, demands, causes of action, liabilities, lawsuits, judgments, losses, costs and expenses (including without limitation, reasonable attorneys’ fees and expenses) (“Liability”) asserted against or incurred by Assignor arising out of the failure of Assignee to perform, pay, discharge, observe or comply with the covenants, liabilities, duties, debts, obligations and responsibilities assumed by Assignee hereunder to the extent they first accrue and are applicable to a period on or after the effective date of this Assignment. Assignor shall indemnify, defend, and hold harmless Assignee from and against any and all Liability asserted against or incurred by Assignee arising out of the failure of Assignor to perform, pay, discharge, observe or comply with the covenants, liabilities, duties, debts, obligations and responsibilities of Assignor under the Contracts to the extent they first accrue and are applicable to a period prior to the effective date of this Assignment.

G-1


5.    Counterparts. This Assignment may be executed in multiple counterparts, each of which, when assembled will constitute a complete and fully executed original. All such fully executed original counterparts will collectively constitute a single agreement.
Dated:    ______________, 20__.
ASSIGNOR:
UPI COMMONWEALTH LLC,
a Delaware limited liability company
By:
Unico Partners I REIT LLC, a Delaware
limited liability company, Manager
By:
Unico Partners I LP, a Delaware limited
limited liability company, General Partner
By:
Unico Investment Group LLC, a
Delaware limited liability company,
Sole Member

By: _______________________________
Name: _____________________________
Title: ______________________________


ASSIGNEE:
_______________________,
a _______________________
By: _________________________________
Name: _______________________________
Title: ________________________________
Schedule 1 – Contracts



G-2


EXHIBIT H
FORM OF BILL OF SALE
BILL OF SALE
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, UPI COMMONWEALTH LLC, a Delaware limited liability company (“Seller”), does hereby BARGAIN, SELL, AND CONVEY to __________________, a ______________________ (“Purchaser”), any and all of Seller’s rights, title and interests in and to the tangible and intangible personal property, if any (“Personal Property”), owned by Seller and utilized by Seller in connection with the operation and management of the Commonwealth Building in Portland, Oregon (“Property”) including but not limited to the property described on Schedule 1 attached hereto. This Bill of Sale may be executed in counterparts, each of which shall be deemed an original, and all of which shall, taken together, be deemed one document. Purchaser hereby acknowledges that Seller has made absolutely no warranties or representations of any kind or nature regarding title to the Personal Property or the condition of the Personal Property, except as expressly set forth in the Purchase and Sale Agreement between Seller and Purchaser dated as of ______, 2016 (“Purchase Agreement”).
IN WITNESS WHEREOF, the parties have executed this Bill of Sale as of ___________, 20__.
SELLER:
UPI COMMONWEALTH LLC,
a Delaware limited liability company
By:
Unico Partners I REIT LLC, a Delaware
limited liability company, Manager
By:
Unico Partners I LP, a Delaware limited
partnership, Manager
By:
Unico Partners I GP LLC, a Delaware
limited liability company, General Partner
By:
Unico Investment Group LLC, a
Delaware limited liability company,
Sole Member

By: _______________________________
Name: _____________________________
Title: ______________________________


PURCHASER:
_______________________,
a _______________________
By: _________________________________
Name: _______________________________
Title: ________________________________
Schedule 1 – List of Personal Property


H-1


EXHIBIT I
FORM OF NON-FOREIGN AFFIDAVIT
NON-FOREIGN STATUS AFFIDAVIT
To inform __________________, a __________________________ (“Transferee”), that withholding of tax under Section 1445 of the Internal Revenue Code, as amended (“Code”), will not be required upon the transfer of certain real property to Transferee by UPI COMMONWEALTH LLC, a Delaware limited liability company that is a disregarded entity as defined in §1.1445-2(b)(2)(iii) of the Income Tax Regulations (“Seller”), the undersigned, UNICO PARTNERS I REIT LLC, a Delaware limited liability company, which is the sole member of Seller and files a consolidated tax return for itself and Seller as a single taxpayer (“Transferor”), hereby certifies the following on behalf of Transferor:
1.    Transferor is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Code and the Income Tax Regulations promulgated thereunder);
2.    Transferor is not a disregarded entity as defined in §1.1445-2(b)(2)(iii) of the Income Tax Regulations;
3.    Transferor’s U.S. employer identification number is __________; and
4.    Transferor’s office address is c/o Unico Properties LLC, 1215 Fourth Avenue, Suite 600, Seattle, Washington 98161.
Transferor understands that this Certification may be disclosed to the Internal Revenue Service by Transferee, and that false statement contained herein could be punished by fine, imprisonment, or both.
Under penalty of perjury, I declare that I have examined this Certification, and to the best of my knowledge and belief it is true, correct and complete; and I further declare that I have authority to sign this document on behalf of Transferor.
Date:    __________ __, 20__.
TRANSFEROR:
UNICO PARTNERS I REIT LLC, a Delaware
limited liability company
By:
Unico Partners I LP, a Delaware limited
partnership, Manager
By:
Unico Partners I GP LLC, a Delaware limited
liability company, General Partner
By:
Unico Investment Group LLC, a
Delaware limited liability company,
Sole Member

By: _______________________________
Name: _____________________________
Title: ______________________________
Date: ______________________________


I-1


EXHIBIT J
LEASES AND DEPOSITS

Tenant
Document Type
Document Date
Deposit
Anchor QEA
Office Lease
7/xx/2011
$9,596.28
 
Storage Lease
8/25/2011
 
 
Office Lease Acknowledgement and Agreement
11/30/2012
 
 
 
 
 
Bank of America
Office Lease
8/29/2013
None
 
Office Lease Acknowledgement and Agreement
2/14/2014
 
 
 
 
 
CBS
Office Lease
4/23/2008
None
 
Office Lease Acknowledgement and Agreement
10/21/2008
 
 
1st  Amendment
8/1/2011
 
 
 
 
 
City of Portland
Office Lease
6/xx/2009
$9,966.60
 
Office Lease Acknowledgement and Agreement
10/10/2009
 
 
1st  Amendment
11/30/2015
 
 
 
 
 
Coates Kokes
Office Lease
3/10/2011
$15,165.35
 
Storage Lease
7/1/2011
 
 
Office Lease Acknowledgement and Agreement
12/1/2011
 
 
 
 
 
Colehour + Cohen
Office Lease
10/11/2011
$3,142.26
 
Office Lease Acknowledgement and Agreement
1/18/2013
 
 
1st  Amendment
2/2/2015
 
 
 
 
 
Comcast Cable
Cable License Agreement
9/24/2010
 
 
1st Amendment
8/4/2014
 
 
 
 
 
DLR Group
Office Lease
4/13/2015
$9,439.83
 
Storage Lease - Unit B
1/22/2013
 
 
Storage Lease - Unit C
4/30/1998
 
 
Storage Lease - Unit D
4/30/1998
 
 
 
 
 
Galois
Office Lease
2/xx/2008
$43,478.33



J-1


Tenant
Document Type
Document Date
Deposit
 
Office Lease Acknowledgement and Agreement
3/16/2009
 
 
1st  Amendment
8/28/2013
 
 
 
 
 
Green Building Services
Office Lease
6/8/2010
$13,376.40
 
Office Lease Acknowledgement and Agreement
10/5/2010
 
 
Amendment to Lease
1/31/2013
 
 
Storage Lease - Unit 7
2/12/2013
 
 
Storage Lease - Unit 12
2/12/2013
 
 
Office Lease Acknowledgement and Agreement
1/6/2014
 
 
Landlord’s Consent and Agreement to Sublease
2/6/2014
 
 
 
 
 
Info Group
Office Lease
2/19/2013
$35,368.44
 
Office Lease Acknowledgement and Agreement
1/6/2014
 
 
 
 
 
Jack W. Olds
Office Lease
8/11/2015
None
 
 
 
 
Kennedy Jenks
Office Lease
6/8/2015
$39,814.09
 
Storage Lease
7/14/2015
 
 
Office Lease Acknowledgement and Agreement
11/23/2015
 
 
 
 
 
Leonidas
Retail Lease
11/1/2006
$1,504.80
 
Landlord’s Consent and Agreement to Assignment
12/1/2007
 
 
1st  Amendment
1/1/2009
 
 
2nd  Amendment
3/8/2011
 
 
3rd  Amendment
11/15/2011
 
 
Landlord’s Consent and Agreement to Assignment
1/11/2014
 
 
 
 
 
Let it Bead
Retail Lease
2/17/2012
$1,542.94
 
Landlord’s Consent and Agreement to Assignment
8/1/2013
 
 
1st Amendment
4/3/2014
 
 
2nd Amendment
6/22/2015
 
 
 
 
 
National Fish & Wildlife Foundation
Office Lease
2/4/2010
$6,313.52
 
Office Lease Acknowledgement and Agreement
7/2/2010
 

J-2


Tenant
Document Type
Document Date
Deposit
 
 
 
 
NW Energy Efficiency Alliance
Office Lease
6/xx/2010
$26,237.27
 
Storage Lease - Unit 11
9/1/2010
 
 
Storage Lease - Unit 13
9/1/2010
 
 
Office Lease Acknowledgement and Agreement
11/3/2010
 
 
 
 
 
Precash
Office Lease
12/xx/2007
$22,653.75
 
Office Lease Acknowledgement and Agreement
12/8/2008
 
 
1st  Amendment
2/6/2013
 
 
Office Lease Acknowledgement and Agreement
1/6/2014
 
 
Storage Lease - Unit 8
4/24/2008
 
 
Storage Lease - Unit 9
4/24/2008
 
 
 
 
 
Renewable NW Project
Office Lease
5/23/2011
$5,394.75
 
Office Lease Acknowledgement and Agreement
12/15/2011
 
 
1st  Amendment
10/29/2015
 
 
 
 
 
Scherzer, Strom, Shaw
Office Lease
5/xx/2011
$6,353.32
 
Storage Lease
8/31/2011
 
 
 
 
 
ShopKeep
Office Lease
7/2/2014
$61,328.01
 
Office Lease Acknowledgement and Agreement
9/5/2014
 
 
 
 
 
Starbucks
Office Lease
7/2/1997
None
 
Delivery of Possession
7/8/1997
 
 
1st  Amendment
11/xx/2007
 
 
2nd  Amendment
2/15/2013
 
 
 
 
 
TW Telecom of Oregon LLC
License Agreement
5/2/2003
$300.00
 
1st Amendment
5/4/2006
 
 
2nd Amendment
9/30/2009
 
 
3rd Amendment
6/11/2014
 
 
 
 
 
Watershed Science
Office Lease
8/17/2011
$73,620.76
 
Landlord’s Consent and Agreement to Sublease
12/20/2012
 

J-3


Tenant
Document Type
Document Date
Deposit
 
Office Lease Acknowledgement and Agreement
1/31/2013
 
 
Consent of Landlord to Change In Control and Estoppel (Suite 800)
9/27/2013
 
 
Consent of Landlord and Sublandord to Change of Control and Estoppel (Suite 1100)
9/27/2013
 
 
Storage Lease – 2
6/24/2014
 
 
Storage Lease – 15
2/17/2015
 
 
1st  Amendment
7/8/2015
 
 
Temporary Swing-Space License Agreement
12/1/2015
 
 
 
 
 
Wild Salmon Center
Office Lease
5/15/2014
$2,666.12
 
Office Lease Acknowledgement and Agreement
7/2/2014
 
 
Lease Assignment
1/1/2015
 
 
 
 
 
Xplane
Office Lease
11/9/2011
$34,987.53
 
Landlord’s Consent and Agreement to Assignement
6/19/2012
 
 
Office Lease Acknowledgement and Agreement
11/28/2012
 
 
Landlord’s Consent and Agreement to Sublease
6/20/2013
 
 
Landlord’s Consent and Agreement to Sublease
3/30/2015
 
 
 
 
 
Y Chrome
Retail Lease
5/7/2009
$2,500.00
 
1st  Amendment
3/5/2010
 
 
Office Lease Acknowledgement and Agreement
10/5/2010
 
 
2nd Amendment
11/30/14
 
 
 
 
 


J-4


EXHIBIT K
FORM OF TENANT ESTOPPEL


TO:     [Purchaser name and address]

Re:    Lease between ___________________, a _________________, as tenant (“Tenant”) and __________________, a __________________________ (“Landlord”)

Ladies and Gentlemen:

This estoppel certificate is delivered by Tenant to ____________________ (“Purchaser”) in connection with its contemplated purchase of certain real property commonly known as the Commonwealth Building located in Portland, Oregon (“Property”) from Landlord. Tenant hereby certifies the following information to Landlord, Purchaser and any assignee of Purchaser who purchases the Property from Landlord, any lender that finances the acquisition of the Property on behalf of Purchaser or its assignee, and each of their respective successors and assigns (“Reliance Parties”). Each of the Reliance Parties may rely on the information set forth below in connection with its purchase of the Property or any loan secured by the Property, as applicable.

1.    Attached as Schedule 1 is a complete and accurate copy of the Lease and all amendments or modifications thereto (collectively, the “Lease”): [insert list of all lease documents].

2.    The Lease is in good standing and in full force and effect and has not been modified or amended, except as described in item #1 above, and has not been cancelled or terminated in whole or in part.

3.    The premises consist of ___________ square feet located on the _________ floor(s) of the building (the “Building”) located on the Property.

4.    The initial term of the Lease commenced on _________________________ and will terminate on ____________________. Tenant has no options to extend or terminate (apart from any termination right arising out of damage to or condemnation of the Property) the term of the Lease, except as follows: ___________________________________________________________________________________ [if space is left blank, the word “none” is deemed to have been inserted].

5.    Tenant has paid Landlord a security deposit under the Lease in the amount of $________ [or] has delivered to Landlord a letter of credit in the amount of $________. Apart from this security deposit, Landlord does not hold any advance payment of rents or any other form of rental or security deposit.

6.    Current base monthly rental under the Lease is $___________ which has been paid through and including _________________, 20__. Tenant’s pro rata share of the entire Property in which the Building is located, for purposes of allocating operating expenses and real estate taxes is ____%. Tenant is obligated to pay its prorata share of (Choose One/Strike Others):
Increases over base year 20__.
Increases over a stipulated amount per square foot ____/sf.
All operating expenses and real estate taxes (net lease).

Tenant is obligated to pay all other sums and additional rent as stated in the Lease and Tenant’s payments of such amounts are current.


K-1


7.    Tenant is not and, to the best knowledge of Tenant, Landlord is not in default under the Lease nor are there any existing conditions which, upon the giving of notice or lapse of time or both, would constitute a default under the Lease by Tenant or Landlord, and Tenant has no existing claims or defenses to enforcement of this Lease or any related guaranty.

8.    Landlord does not owe any amounts to Tenant. Tenant is not entitled to and does not claim any offsets or credits against the payment of rent due under the Lease now or in the future.

9.    Tenant has no options or rights of first refusal with respect to purchasing any interest in the Building or the Property.

10.    Tenant has no options or rights of first refusal with respect to renting additional space in the Building or at the Property, except as follows: _______________________________ ________________________ [if space is left blank, the word “none” is deemed to have been inserted].

11.    Tenant’s leasehold interest under the Lease has not been assigned, hypothecated, or pledged as security.

12.    The Lease and each and every term, condition, covenant and agreement, including, without limitation, the agreement to pay rent, are binding on the Tenant.

13.    There is no sublease of any portion of the Building or assignment of Tenant’s interest under the Lease currently in effect.

14.    The premises have been delivered to Tenant in the condition required under the Lease, Tenant has accepted and occupies the premises, and Landlord has fully completed all construction and improvements to the premises required to be completed by Landlord under the Lease. Landlord has fulfilled all obligations to finance or provide an allowance for improvements to the premises and no additional allowances will be due from Landlord.

EXECUTED and effective as of ___________, 20__

[insert signature block]

K-2



SCHEDULE 1 TO TENANT ESTOPPEL

COMPLETE COPY OF LEASE



[See Attached]




K-3


EXHIBIT L
EXISTING LEASING COSTS

TENANT
ALLOWANCE
PAID
BALANCE
NOTES
Quantum
$375,416.00
$242,350.83
$133,065.17
 
 
$113,870.00
$0
$113,870.00
TT has right to amortize additional $113,870
Jack Olds
$100,034.00
$59,020.00
$41,014.00
 
City of Portland
$242,050.00
$ -
$242,050.00
TT has option to credit BR - $139,050 until Feb. 2018, has not elected to use to date
Renewable NW
$15,690.00
$ -
$15,690.00
TT can use as credit to BR before Nov. 2016
Colehour + Cohen
$19,044.00
$19,044.00
$ -

 
DLR
$128,900.00
$ -
$128,900.00
To be paid prior to close - all work nearly complete as of 4/21/16
Kennedy Jenks
$323,725.00
$323,725.00
$ -
Remaining TI paid out to tenant




L-1


EXHIBIT M
EXISTING COMMISSION AGREEMENTS

Leasing commission agreement between Jones Lang LaSalle Brokerage, Inc. and UPI Commonwealth LLC dated November 1, 2013, as further amended on October 30, 2014.





M-1


EXHIBIT N
SELLER DISCLOSURE ITEMS

Asbestos containing materials and other matters disclosed in the following reports:
•
Phase 1 Report conducted by APEX Environmental Consulting dated 7/22/13
•
Phase 1 Report conducted by APEX Environmental Consulting dated 11/3/15
•
Asbestos and Presumed Asbestos Containing Materials O&M Plan prepared by APEX Environmental Consulting dated May 2015 (document file date 12.15.15)
•
Asbestos and Presumed Asbestos Containing Materials O&M Plan prepared by APEX Environmental Consulting dated January 2016 (document file dated 2/17/16)
•
Asbestos Repair Drawings prepared by APEX Environmental Consulting dated 3/17/16 (document file dated April 2016)

Any matters related to curtain walls or building facade identified in the following report:

•
WJE Commonwealth Building Physical Condition Assessment – Exterior Cladding dated February 9, 2016 (WJE Job No. 206.0055)



N-1


EXHIBIT O
FORM OF TENANT NOTICE

VIA CERTIFIED MAIL, RETURN RECEIPT REQUESTED

___________________, 20__


________________________________
    
    

Re:    _____________________________________ (the “Property”)

Dear ___________________:

Please be advised that ____________________________________ [Seller] has sold the Property and assigned your lease to ______________________________, [Purchaser] a _______________ limited liability company. Consequently, _________________ [Purchaser] is now the “landlord” or “lessor” under your lease with respect to the Property. Effective immediately, rent checks should be made payable to ____________________ [Purchaser] and all rent payments should be sent to:


_________________________
_________________________
    _________________________ [Purchaser’s address]

All inquiries regarding your lease should be made to:

___________________________
___________________________
___________________________


Sincerely,

_____________________, [Seller]
a _________________

By:_________________________
Name: _____________________
Title: _____________________



O-1


EXHIBIT P
FORM OF SELLER PARENT GUARANTY

SELLER PARENT GUARANTY
Pursuant to Section 5.4 of that certain Purchase and Sale Agreement by and between UPI COMMONWEALTH LLC, a Delaware limited liability company (“Seller”), and KBS CAPITAL ADVISORS LLC, a Delaware limited liability company (“Original Purchaser”), as assigned by Original Purchaser to _______________, a Delaware limited liability company (“Purchaser”) pursuant to that certain Assignment and Assumption of Purchase Agreement, dated as of ___________, for the purchase and sale of a the property commonly known as the Commonwealth Building located in Portland, Oregon dated as of ______________, 2016 (as may be amended, “Purchase Agreement”), the undersigned (the “Guarantor”) by executing and delivering this instrument (“Guaranty”) does hereby absolutely and unconditionally guarantee, the payment and performance of all liabilities, obligations and duties imposed upon Seller under the Purchase Agreement with respect to breaches of covenants, representations and warranties made by Seller in the Purchase Agreement as if the Guarantor has executed the Purchase Agreement as Seller thereunder (collectively, the “Guaranteed Losses”).
Notwithstanding anything contained herein to the contrary, the maximum liability of the Guarantor under this Guaranty shall be $1,380,000. This Guaranty shall automatically terminate and have no further force and effect upon the later to occur of: (i) the expiration of the Survival Period (as defined in Section 5.4 of the Purchase and Sale Agreement), or (ii) the final, non-appealable adjudication of any action brought by Purchaser against Seller for a breach of any such covenant, representation or warranty, which action was first brought prior to the expiration of the Survival Period.
The Guarantor hereby waives:
(i) notice of acceptance of this Guaranty, and all other notices in connection herewith or in connection with the liabilities, obligations and duties guaranteed hereby, including notices of default by Seller under the Lease, and waives diligence, presentment and suit on the part of Purchaser in the enforcement of any liability, obligation or duty guaranteed hereby;
(ii) any obligation the Purchaser may have to disclose to the Guarantor any facts the Purchaser now or hereafter may know or have reasonably available to it regarding the Seller or its financial condition, whether or not the Purchaser has a reasonable opportunity to communicate such facts or has reason to believe that any such facts are unknown to the Guarantor or materially increase the risk to the Guarantor beyond the risk the Guarantor intends to assume hereunder. The Guarantor shall be fully responsible for keeping informed of the financial condition of the Seller and of all other circumstances bearing on the risk of non-payment or non‑performance of the Guaranteed Losses;
(iii) all diligence in collection of any of the Guaranteed Losses, any obligation hereunder, or any guaranty or other security for any of the foregoing;
(iv) the benefit of all appraisement, valuation, marshalling, forbearance, stay, extension, redemption, homestead, exemption and moratorium laws now or hereafter in effect;
(v) any defense based on the incapacity, lack of authority, death or disability of any other person or entity or the failure of the Purchaser to file or enforce a claim against the estate of any other person or entity in any administrative, bankruptcy or other proceeding;
(vi) any defense based on an election of remedies by the Purchaser, whether or not such election may affect in any way the recourse, subrogation or other rights of Guarantor against the Seller or any other person in connection with the Guaranteed Losses;
(vii) any defense based on the statute of limitations in any action hereunder or in any action for the collection of the Guaranteed Losses or the performance of any other obligation hereby indemnified;

P-1


(viii) any defense based on any claim that Guarantor’s obligations exceed or are more burdensome than those of Seller;
(ix) any defense based on any action taken or omitted by Purchaser in any bankruptcy or insolvency proceeding (“Bankruptcy Proceeding”), including any election to have Purchaser’s claim allowed as being secured, partially secured or unsecured, any extension of credit by Purchaser to Seller in any Bankruptcy Proceeding, and the taking and holding by Purchaser of any security for any such extension of credit;
(x) any defense which arises out of (a) the release or discharge of another guarantor by Purchaser or in connection with any creditors’, receivership, bankruptcy, reorganization, insolvency, or other proceeding; (b) the rejection or disaffirmance in any such proceeding of any of the Guaranteed Losses; (c) the impairment or modification of any of the Guaranteed Losses, or of any remedy for the enforcement thereof, or of the estate of one of the other guarantors in bankruptcy, resulting from any present or future federal or state bankruptcy law or any other law of any kind or from the decision or order of any court or other governmental authority; (d) any disability or defense of one of the other guarantors; (e) the cessation of the liability of one of the other guarantors for any cause whatsoever; (f) any sale, assignment, transfer or other conveyance (including any conveyance in lieu of foreclosure or any collateral sale pursuant to the Uniform Commercial Code) of any of the security for any of the Guaranteed Losses, regardless of the amount received by the Purchaser in connection therewith; or (g) any disability or defense of any kind now existing of Guarantor with respect to any provision of this Guaranty;
(xi) any right Guarantor may have to require Purchaser to proceed against Seller, proceed against or exhaust any security held by Purchaser, or pursue any other remedy in Purchaser’s power to pursue which Guarantor cannot pursue and which would lighten Guarantor’s burden; and
(xii) any rights arising because of Guarantor’s payment of any of the Guaranteed Losses, (a) against Seller, by way of subrogation of the rights of the Purchaser or otherwise, or (b) any other party obligated to pay any of the Guaranteed Losses, by way of contribution or reimbursement or otherwise.
Guarantor hereby represents and warrants to the Purchaser as follows: (a) Guarantor is duly organized, validly existing and in good standing under the laws of the state of its formation, and duly qualified and in good standing under the laws of each other state in which its activities require that it be qualified; Guarantor has executed and delivered this Guaranty pursuant to proper authority duly granted; (b) the execution, delivery and performance by the Guarantor of this Guaranty will not violate any presently existing law, regulation, order, writ, injunction or decree of any court or other governmental authority of any kind, or result in any default by Guarantor under any other document or agreement that is binding upon it; (c) each obligation under this Guaranty is legal, valid, binding and enforceable against Guarantor in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency and other similar laws limiting the enforcement of creditor’s rights generally, and general principals of equity; (d) Guarantor is deriving a material financial benefit from the transactions contemplated by the Purchase Agreement; (e) Guarantor is not in default under any agreement, the effect of which could materially adversely affect performance of its obligations under this Guaranty, and there are no actions, suits or proceedings pending or, to the best of its knowledge, threatened against Guarantor before any court or any other governmental authority of any kind which could materially adversely affect performance of its obligations under this Guaranty; and (f) Guarantor (i) is solvent on the date hereof and will not become insolvent as a result of the obligations incurred under this Guaranty; (ii) is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which the property of Guarantor is an unreasonably small amount of capital; and (iii) has not intended to incur, does not intend to incur, and does not believe that it is incurring, obligations that would be beyond Guarantor’s ability to pay as such obligations mature.
The Guarantor covenants and agrees as follows:

P-2


(1) If at any time any part of any payment (or other transfer of any property) previously applied by the Purchaser to any of the Guaranteed Losses or otherwise received by the Purchaser is rescinded, avoided or returned by the Purchaser for any reason, including the insolvency, bankruptcy or reorganization of Seller, Guarantor or any other party, such Guaranteed Losses shall be deemed to have continued in existence to the extent that such payment or other transfer is rescinded, avoided or returned, and this Guaranty shall be reinstated as to such Guaranteed Losses as though such prior application or transfer by the Purchaser had not been made or otherwise taken into account. This provision shall survive the payment and satisfaction of either or both of the Guaranteed Losses and this Guaranty as well as the delivery of any instruments of release, satisfaction or termination that may be delivered in connection with this Guaranty;
(2) The Purchaser may from time to time, in its sole discretion and without notice to Guarantor, take any of the following actions without in any way affecting the obligations of Guarantor: (a) obtain a security interest in any property to secure any of the Guaranteed Losses or any obligation hereunder; (b) obtain the primary or secondary obligation of any additional obligor or obligors with respect to any of the Guaranteed Losses; (c) extend, modify, subordinate, or exchange any of the Guaranteed Losses; (d) modify, subordinate, exchange or release its security interest in any part of any property securing any of the Guaranteed Losses or any obligation hereunder, or extend, modify, subordinate, exchange or release any obligations of any obligor with respect to any such property; (e) alter the manner or place of payment of the Guaranteed Losses; (f) enforce this Guaranty against Guarantor for payment of any of the Guaranteed Losses, whether or not the Purchaser shall have (i) proceeded against Seller or any other party primarily or secondarily obligated with respect to any of the Guaranteed Losses, or (ii) resorted to or exhausted any other remedy or any other security or collateral; and (g) foreclose on, take possession of or sell any of the collateral or security for the Guaranteed Losses or enforce any other rights under the Purchase Agreement;
(3) The Purchaser may from time to time in its sole discretion release Seller from any of the Guaranteed Losses without notice to Guarantor or any other party and without in any way releasing or affecting the liability of Guarantor;
(4) The obligations of the Guarantor hereunder shall not be affected by any of the following: (a) the release or discharge of Seller in any creditors’, receivership, bankruptcy, reorganization, insolvency, or other proceeding; (b) the rejection or disaffirmance in any such proceeding of any of the Guaranteed Losses; (c) the impairment or modification of any of the Guaranteed Losses, or of any remedy for the enforcement thereof, or of the estate of Seller in bankruptcy, resulting from any present or future federal or state bankruptcy law or any other law of any kind or from the decision or order of any court or other governmental authority; (d) any disability or defense of Seller; (e) the cessation of the liability of Seller for any cause whatsoever; (f) any sale, assignment, transfer or other conveyance (including any conveyance in lieu of foreclosure or any collateral sale pursuant to the Uniform Commercial Code) of any of the security for any of the Guaranteed Losses, regardless of the amount received by the Purchaser in connection therewith; or (g) any disability or defense of any kind now existing of Guarantor with respect to any provision of this Guaranty; and
(5) The Purchaser shall have no obligation to obtain, perfect or retain a security interest in any property to secure any of the Guaranteed Losses or this Guaranty, or to protect or insure any such property.
The Guarantor acknowledges that its obligations hereunder are present, absolute, unconditional and irrevocable, irrespective of: (A) the enforceability of the Guaranteed Losses or any document or instrument evidencing all or any part of the Guaranteed Losses; (B) Purchaser’s failure for any reason whatsoever to collect the Guaranteed Losses from Seller or Purchaser’s failure to take any other action to enforce the same; (C) Purchaser’s waiver of or consent with respect to any provision of any instrument or document evidencing the Guaranteed Losses or any part thereof, or any other agreement now or

P-3


hereafter executed by Seller and delivered to Purchaser on account of the Guaranteed Losses; (D) Purchaser’s failure to take any steps to perfect, maintain or enforce its liens, security interest or mortgage in, or to preserve its rights to or concerning, any security or collateral for the Guaranteed Losses; or (E) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety.
The Guarantor further agrees that suit may be brought and maintained against the Guarantor by Purchaser to enforce any liability, obligations or duty guaranteed hereby without joinder of Seller or any other person. Purchaser and Seller, without notice to or consent by the Guarantor, may at any time or times enter into such extensions, amendments, assignments, subleases, or other covenants with respect to the Purchase Agreement as they may deem appropriate, and the Guarantor shall not be released thereby, but shall continue to be fully liable for the payment and performance of all liabilities, obligations and duties of Seller under the Purchase Agreement as so extended, amended, assigned or otherwise modified.
The Guarantor agrees that if Purchaser shall employ an attorney to present, enforce or defend all of Purchaser's rights or remedies hereunder, the Guarantor shall pay any reasonable attorneys' fees incurred by Purchaser in such connection.
This Guaranty shall be binding upon the Guarantor and the successors and assigns of the Guarantor, and shall inure to the benefit of Purchaser and Purchaser's successors and assigns.
For so long as this Guaranty shall remain in effect, Guarantor shall maintain a net worth (as determined in accordance with generally accepted accounting principles) of no less than Five Million Dollars ($5,000,000).

[SIGNATURE FOLLOWS ON THE NEXT PAGE]

P-4



EXECUTED AND DELIVERED as of __________________, 2016

UNICO PARTNERS I REIT LLC, a Delaware
limited liability company
By:
Unico Partners I LP, a Delaware limited
partnership, Manager
By:
Unico Partners I GP LLC, a Delaware
limited liability company, General Partner
By:
Unico Investment Group LLC, a
Delaware limited liability company,
Sole Member

By: _______________________________
Name: _____________________________
Title: ______________________________







P-5


EXHIBIT Q
FORM OF SELLER’S CERTIFICATE

SELLER’S CERTIFICATE


On this ____ day of __________, 20___, UPI COMMONWEALTH LLC, a Delaware limited liability company, as Seller (“Seller”) under that certain Purchase and Sale Agreement (“Agreement”), dated as of ____________, 2016 (“Contract Date”), by and between Seller and KBS CAPITAL ADVISORS LLC, a Delaware limited liability company (“Purchaser”), hereby certifies to Purchaser that as of the date hereof all of the representations and warranties made by Seller to Purchaser in Section 16.1 of the Agreement as of the Contract Date remain true and correct in all material respects, except as follows:
[Insert updates as necessary.]
Notwithstanding the foregoing, the representations, warranties and certification contained in this Seller’s Certificate are hereby made by Seller to the standard of knowledge, if any, contained in the Agreement for the applicable representations, warranties or certification and subject to all of the terms, conditions and limitations contained in Section 5 of the Agreement.

SELLER:
UPI COMMONWEALTH LLC,
a Delaware limited liability company
By:
Unico Partners I REIT LLC, a Delaware
limited liability company, Manager
By:
Unico Partners I LP, a Delaware limited
partnership, Manager
By:
Unico Partners I GP LLC, a Delaware limited
liability company, General Partner
By:
Unico Investment Group LLC, a
Delaware limited liability company,
Sole Member

By: _______________________________
Name: _____________________________
Title: ______________________________







Q-1


EXHIBIT R
FORM OF PARKING ESTOPPEL CERTIFICATE

ESTOPPEL CERTIFICATE
April __, 2016
KBSGI 421 SW 6th Avenue, LLC, and its successors and assigns
800 Newport Center Drive, Suite 700
Newport Beach, California 92660
Attention: Clint Copulos
Re:
Assignment and Transfer of Preservation Parking Rights and Subscription Agreement                        
Ladies and Gentlemen:
The undersigned, BPM Associates (1995), LLC, an Oregon limited liability company (the “Garage Owner”), is the Garage Owner under that certain Assignment and Transfer of Preservation Parking Rights and Subscription Agreement (the “Parking Agreement”) dated October 6, 2015, a Memorandum of which was recorded October 20, 2015, as Recording No. 2015-136740 in the Multnomah County Official Records, Oregon. Unless expressly defined herein, all capitalized terms used herein shall have the meaning ascribed to such terms in the Parking Agreement.
The Garage Owner has been advised that, pursuant to that certain Purchase and Sale Agreement (“Purchase Agreement”) dated ________, 2016, between you (“KBS”) and UPI Commonwealth LLC, a Delaware limited liability company (“UPI”), you are or may be purchasing the improved real property (the “Property”) described as the Commonwealth Building, 421 SW 6th Avenue, Portland Oregon. If the purchase of the Property by KBS occurs, as required by Section 5.3 of the Parking Agreement, UPI would assign the Parking Agreement to KBS and KBS would succeed to the rights of UPI under the Parking Agreement, including, without limitation, the Permits referenced in Paragraph 5 below.
You have advised Garage Owner that you require, as a condition to your purchase of the Property, and in consideration of such purchase, that the Garage Owner provide you with certain assurances regarding the status of the Parking Agreement. Accordingly, the Garage Owner, as the “Garage Owner” under the Parking Agreement, and as an inducement for you to purchase the Property, hereby represents and warrants to you that as of the date of this Estoppel Certificate:
1.True, Correct and Complete Copy of Parking Agreement. The document attached hereto as Exhibit A constitutes a true, correct and complete copy of the Parking Agreement; the Parking Agreement is in full force and effect and there are no amendments or modifications thereto.
2.
    No Defaults under Parking Agreement. The Garage Owner has no knowledge of any existing breach or default under any provision of the Parking Agreement by UPI, nor does the Garage Owner have knowledge of any condition that, with the passage of time or the giving of notice or both, would constitute a breach or default under any provision of the Parking Agreement by UPI.
3.
    Satisfaction of Conditions under Parking Agreement. Each and every covenant, condition and obligation contained in the Parking Agreement (including, without limitation, the timely payment of

R-1


all parking charges) required to be performed or satisfied with respect to the Property as of the date hereof have been satisfied or approved and/or waived by the Garage Owner, as applicable.
4.
    Parking Garage and Preservation Parking Rights. Garage Owner owns the 485-stall parking structure (“Garage”) located at 620 SW Washington Street, Portland Oregon, which is legally described as Lots 1-4, Block 177. UPI has assigned and transferred to Garage Owner, and Garage Owner has accepted from UPI, a total of 144 Preservation Parking Rights for the purposes of parking in the entire Garage, on a non-exclusive basis, in accordance with the terms and provisions of the Parking Agreement.
5.
    Permits. On the terms and conditions set forth in the Parking Agreement, UPI or any subsequent owner of the Property (which includes KBS following its acquisition of the Property) has the right to obtain or make available to their employees, tenants, and employees of tenants from time to time up to 144 Permits. As of the date hereof, the number of Permits purchased by all Permit Holders under the Parking Agreement is ___.
6.
    Monthly Parking Rates and Hourly Charges. In accordance with the provisions of Section 1.5 of the Parking Agreement, the current monthly parking rates being charged at the Garage to all monthly parkers is $________ per month. As of the date hereof, parking passes allowing for after-hours access are not being offered for sale, however, the Garage is open and available for public parking at all times on an hourly basis. The current hourly rate is $_________ per hour between the hours of 12 a.m. to 4 p.m. and $_______ per hour between the hours of 4 p.m. to 12 a.m., with a maximum per day charge of $______ per day.
The acknowledgments, agreements and certifications contained in this Estoppel Certificate may be relied upon by you (and your lenders) and by any assignee or successor of your interest in the Property (and their respective lenders) or by any other person owning an interest in the Property and shall bind the Garage Owner.

[Signature Page to Follow]


R-2


Sincerely,

BPM Associates (1995), LLC,
an Oregon limited liability company


By:     _______________________________________
Name:     _______________________________________
Its:     _______________________________________








 EX-10.4 4 kbsgiq22016exhibit104.htm DEED OF TRUST, ASSIGNEMENT OF LEASES AND RENTS, SECURITY AGREEMENT, AND FIXTURE Exhibit


Exhibit 10.4
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

Alan Robin
Shartsis Friese LLP
One Maritime Plaza, 18th Floor
San Francisco, CA 94111

LINE OF CREDIT INSTRUMENT
DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, AND FIXTURE FILING
BY
KBSGI 421 SW 6TH AVENUE, LLC,
a Delaware limited liability company,
as Trustor
TO
CHICAGO TITLE INSURANCE COMPANY,
a Nebraska corporation,
as Trustee
for the benefit of
METROPOLITAN LIFE INSURANCE COMPANY,
a New York corporation,
as Beneficiary
June 30, 2016
STATUTORY NOTICES:
A.
Maximum principal amount to be advanced: $47,400,000.00.
B.
Scheduled Maturity Date, exclusive of any option to renew or extend such     maturity date: July 1, 2021
C.
The address of the entity holding a lien or other interest created by this instrument is:
Metropolitan Life Insurance Company, a New York corporation
10 Park Avenue
Morristown, New Jersey 07962
Attention: Senior Vice President, Real Estate Investors
D.
The tax account number(s) of the property subject to the lien or in which the interest is created is:




Account No.:     R246298
E.
THIS DOCUMENT CONSTITUTES A FIXTURE FILING IN ACCORDANCE WITH ORS 79.0502.




TABLE OF CONTENTS
ARTICLE 1 GRANT OF SECURITY
1

1.1
 
 
REAL PROPERTY GRANT
1

1.2
 
 
PERSONAL PROPERTY GRANT
2

1.3
 
 
CONDITIONS TO GRANT
3

ARTICLE 2 TRUSTOR COVENANTS
4

2.1
 
 
DUE AUTHORIZATION, EXECUTION, AND DELIVERY
4

2.2
 
 
PERFORMANCE BY TRUSTOR
4

2.3
 
 
WARRANTY OF TITLE
4

2.4
 
 
TAXES, LIENS AND OTHER CHARGES
5

2.5
 
 
ESCROW DEPOSITS
5

2.6
 
 
CARE AND USE OF THE PROPERTY
6

2.7
 
 
COLLATERAL SECURITY INSTRUMENTS
8

2.8
 
 
SUITS AND OTHER ACTS TO PROTECT THE PROPERTY
8

2.9
 
 
LIENS AND ENCUMBRANCES
9

2.10
 
SINGLE PURPOSE ENTITY
9

2.11
 
INTEREST RATE PROTECTION
9

ARTICLE 3 INSURANCE
12

3.1
 
 
REQUIRED INSURANCE AND TERMS OF INSURANCE POLICIES
12

3.2
 
 
ADJUSTMENT OF CLAIMS
17

3.3
 
 
ASSIGNMENT OF CLAIMS
17

3.4
 
 
INSURANCE WARNING
17

ARTICLE 4 BOOKS, RECORDS AND ACCOUNTS
18

4.1
 
 
BOOKS AND RECORDS
18

4.2
 
 
PROPERTY REPORTS
18

4.3
 
 
ADDITIONAL MATTERS
19

ARTICLE 5 LEASES AND OTHER AGREEMENTS AFFECTING THE PROPERTY
20

5.1
 
 
TRUSTOR'S REPRSENTATIONS AND WARRANTIES
20

5.2
 
 
ASSIGNMENT OF LEASES
20

5.3
 
 
PERFORMANCE OF OBLIGATIONS
20



- i-

TABLE OF CONTENTS
(continued)
 
 
 
 
Page
5.4
 
 
SUBORDINATE LEASES
21

5.5
 
 
LEASING COMMISSIONS
21

5.6
 
 
LEASING CONSENTS
22

ARTICLE 6 ENVIRONMENTAL HAZARDS
22

6.1
 
 
REPRESSENTATIONS AND WARRANTIES
22

6.2
 
 
REMEDIAL WORK
23

6.3
 
 
ENVIRONMENTAL SITE ASSESSMENT
23

6.4
 
 
UNSECURED OBLIGATIONS
24

6.5
 
 
HAZARDOUS MATERIALS
24

6.5
 
 
REQUIREMENTS OF ENVIRONMENTAL LAWS
25

ARTICLE 7 CASUALTY, CONDEMNATION AND RESTORATION
25

7.1
 
 
TRUSTOR'S REPRESENTATIONS
25

7.2
 
 
RESTORATION
26

7.3
 
 
CONDEMNATION
27

7.4
 
 
REQUIREMENTS FOR RESTORATION
28

ARTICLE 8 REPRESENTTIONS OF TRUSTOR
30

8.1
 
 
ERISA
30

8.2
 
 
NON-RELATIONSHIP
30

8.3
 
 
FOREIGN INVESTOR
30

8.4
 
 
U.S. PATRIOT ACT
31

ARTICLE 9 EXCULPATION AND LIABILITY
31

9.1
 
 
LIABILITY OF TRUSTOR
32

ARTICLE 10 CHANGE IN OWNERSHIP, CONVEYANCE OF PROPERTY
32

10.1
 
 
CONVEYANCE OF PROPERTY, CHANGE IN OWNERSHIP AND COMPOSITION
33

10.2
 
 
PROHIBITION ON SUBORDINATE FINANCING
34

10.3
 
 
RESTRICTIONS ON ADDITIONAL OBLIGATIONS
35

10.4
 
 
STATEMENTS REGARDING OWNERSHIP
35

ARTICLE 11 DEFAULTS AND REMEDIES
36



- ii-

TABLE OF CONTENTS
(continued)
 
 
 
 
Page
11.1
 
 
EVENTS OF DEFAULT
36

11.2
 
 
REMEDIES UPON DEFAULT
37

11.3
 
 
APPLICATION OF PROCEEDS OF SALE
38

11.4
 
 
WAIVER OF JURY TRIAL
39

11.5
 
 
BENEFICIARY'S RIGHT TO PERFORM TRUSTOR'S OBLIGATIONS
39

11.6
 
 
BENEFICIARY REIMBURSEMENT
39

11.7
 
 
FEES AND EXPENSES
39

11.8
 
 
WAIVER OF CONSEQUENTIAL DAMAGES
39

11.9
 
 
INDEMNIFICATION OF TRUSTEE
40

11.10
 
 
ACTIONS BY TRUSTEE
40

11.11
 
 
SUBSTITUTION OF TRUSTEE
40

ARTICLE 12 TRUSTOR AGREEMENTS AND FURTHER ASSURANCES
40

12.1
 
 
PARTICIPATION AND SALE OF LOAN
40

12.2
 
 
REPLACEMENT OF NOTE
42

12.3
 
 
TRUSTOR'S ESTOPPEL
42

12.4
 
 
FURTHER ASSURANCES
42

12.5
 
 
SUBROGATION
42

ARTICLE 13 SECURITY AGREEMENT
42

13.1
 
 
SECURITY AGREEMENT
42

13.2
 
 
REPRESENTATIONS AND WARRANTIES
43

13.3
 
 
CHARACTERIZATION OF PROPERTY
43

13.4
 
 
PROTECTION AGAINST PURCHASE MONEY SECURITY INTERESTS
44

ARTICLE 14 MISCELLANEOUS COVENANTS
44

14.1
 
 
NO WAIVER
44

14.2
 
 
NOTICES
45

14.3
 
 
HEIRS AND ASSIGNS; TERMINOLOGY
45

14.4
 
 
SEVERABILITY
45

14.5
 
 
APPLICABLE LAW
45

14.6
 
 
CAPTIONS
45



- iii-

TABLE OF CONTENTS
(continued)
 
 
 
 
Page
14.7
 
 
TIME OF THE ESSENCE
46

14.8
 
 
NO MERGER
46

14.9
 
 
NO MODIFICATIONS
46

14.10
 
 
ENTIRE AGREEMENT
46

14.11
 
 
NO THIRD PARTY BENEFICIARIES
46

14.12
 
 
ORAL LOAN AGREEMENTS
46

14.13
 
 
NON-RESIDENTIAL TRUST DEED
46




- iv-


DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING
DEFINED TERMS

Execution Date: June 30, 2016

Note: The Promissory Note dated as of the Execution Date made by Trustor to the order of Beneficiary in the principal amount of up to $47,400,000.00, together with all extensions, renewals, modifications, restatements and amendments thereof. The stated maturity date of the Note is July 1, 2021, subject to two (2) one (1) year options to extend the maturity date, as more particularly set forth in the Note.

Beneficiary & Address: Metropolitan Life Insurance Company, a New York corporation
10 Park Avenue
Morristown, New Jersey 07962
Attention: Senior Vice President, Real Estate Investors
Re: 401-421 SW 6th Avenue, Portland
With a copy to: Metropolitan Life Insurance Company
425 Market Street, Suite 1050
San Francisco, California 94105
Attention: Vice President
And to: Metropolitan Life Insurance Company
425 Market Street, Suite 1050
San Francisco, California 94105
Attention: Associate General Counsel
Trustor & Address (Chief Executive Office):
KBSGI 421 SW 6th Avenue, LLC
c/o KBS Capital Advisors LLC
800 Newport Center Drive, Suite 700
Newport Beach, California 92660
Attention: Clint Copulos, Vice President of Asset Management

With a copy to: KBSGI 421 SW 6th Avenue, LLC
c/o KBS Capital Advisors LLC
800 Newport Center Drive, Suite 700
Newport Beach, California 92660
Attention: Todd Smith, VP, Controller REIT Corporate Accounting

i
DEED OF TRUST




And to: KBSGI 421 SW 6th Avenue, LLC
c/o KBS Capital Advisors LLC
800 Newport Center Drive, Suite 700
Newport Beach, CA 92660
Attn: Bryce Lin, Director of Finance and Reporting

And to:                             KBSGI 421 SW 6th Avenue, LLC
c/o KBS Capital Advisors LLC
800 Newport Center Drive, Suite 700
Newport Beach, California 92660
Attention: James Chiboucas, Esq., Vice Chairman and Chief    Legal Officer

And to:                             Greenberg Traurig
3161 Michelson Drive, Suite 1000
Irvine, California 92612
Attention: Bruce Fischer, Esq.

Trustee: Chicago Title Insurance Company, a Nebraska corporation

Liable Party & Address: KBSGI REIT Properties, LLC
c/o KBS Capital Advisors LLC
800 Newport Center Drive, Suite 700
Newport Beach, California 92660
Attention: Clint Copulos, Vice President of Asset Management

With a copy to: KBSGI REIT Properties, LLC
c/o KBS Capital Advisors LLC
800 Newport Center Drive, Suite 700
Newport Beach, California 92660
Attention: Todd Smith, VP, Controller REIT Corporate Accounting

And to:                                KBSGI REIT Properties, LLC
c/o KBS Capital Advisors LLC
800 Newport Center Drive, Suite 700
Newport Beach, CA 92660
Attn: Bryce Lin, Director of Finance & Reporting


ii
DEED OF TRUST



And to:                              KBSGI REIT Properties, LLC
c/o KBS Capital Advisors LLC
800 Newport Center Drive, Suite 700
Newport Beach, California 92660
Attention: James Chiboucas, Esq., Vice Chairman and Chief Legal Officer

And to:                                Greenberg Traurig
3161 Michelson Drive, Suite 1000
Irvine, California 92612
Attention: Bruce Fischer, Esq.

County (the “County”) and State (the “State”) in which the Property is located: Multnomah County, State of Oregon

Use: A 14-story office building containing approximately 216,099 square feet of rentable area with 9,970 square feet of ground floor retail space on approximately 0.46 acres of land

Insurance: Commercial General Liability: Required Liability Limit: $50,000,000.00
Address for Insurance Notification:
Metropolitan Life Insurance Company,
its affiliates and/or successors and assigns
10 Park Avenue
Morristown, New Jersey 07962
Attention: Real Estate Investors Insurance Management

Or such other designee and/or address as may be provided in writing by Beneficiary.

Loan Documents: The Note, this Deed of Trust and any other documents related to the Note and/or this Deed of Trust (except the Unsecured Indemnity Agreement and the Guaranty) and all renewals, amendments, modifications, restatements and extensions of these documents.

Assignment of Leases: Assignment of Leases dated as of the Execution Date and executed by Trustor for the benefit of Beneficiary, together with all extensions, renewals, modifications, restatements and amendments thereof.

Unsecured Indemnity Agreement: Unsecured Indemnity Agreement dated as of the Execution Date and executed by Trustor in favor of Beneficiary, together with all extensions, renewals, modifications, restatements and amendments thereof.

iii
DEED OF TRUST




Guaranty: Guaranty of Recourse Obligations dated as of the Execution Date and executed by Liable Party in favor of Beneficiary, together with all extensions, renewals, modifications, restatements and amendments thereof.

Side Letter: The Side Letter Re: Leasing Guidelines and SNDA dated as of the Execution Date and executed by Borrower in favor of Beneficiary, together with all extensions, renewals, modifications restatements and amendments thereof.

The Unsecured Indemnity Agreement and the Guaranty are not Loan Documents and shall survive repayment of the Loan or other termination of the Loan Documents in accordance with their terms (except as expressly set forth therein).


iv
DEED OF TRUST


THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (together with all extensions, renewals, modifications, restatements and amendments hereof, this “Deed of Trust”) is entered into as of the Execution Date by Trustor, as grantor, to Trustee, as trustee, for the benefit of Beneficiary, as beneficiary, with reference to the following Recitals:
RECITALS
A.    This Deed of Trust secures: (1) the payment of the indebtedness evidenced by the Note with interest at the rates set forth in the Note, together with all renewals, modifications, consolidations and extensions of the Note, all additional advances or fundings made by Beneficiary, and any other amounts required to be paid by Trustor under any of the Loan Documents (collectively, the “Secured Indebtedness” and sometimes referred to as the “Loan”) and (2) the full performance by Trustor of all of the terms, covenants and obligations set forth in any of the Loan Documents.
B.    Trustor makes the following covenants and agreements for the benefit of Beneficiary and Beneficiary’s successors and assigns and any party designated by Beneficiary, including any prospective purchaser of the Loan Documents or participant in the Loan, and their respective officers, employees, agents, attorneys, representatives and contractors, and Trustee.
NOW, THEREFORE, in consideration of the Recitals and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Trustor agrees as follows:
ARTICLE 1
GRANT OF SECURITY
1.1    REAL PROPERTY GRANT. In order to secure the Secured Indebtedness and the full performance by Trustor of all of the terms, covenants and obligations set forth in any of the Loan Documents, Trustor hereby irrevocably sells, transfers, grants, conveys, assigns and warrants to Trustee, its successors and assigns, in trust, with power of sale and right of entry and possession, for the benefit of Beneficiary, all of Trustor’s present and future estate, right, title and interest in and to the following which are collectively referred to as the “Real Property”:
(a)    That certain real property located in the County and State which is more particularly described in Exhibit A attached to this Deed of Trust or any portion of such real property; all easements, rights‑of‑way, gaps, strips and gores of land; streets and alleys; sewers and water rights; privileges, licenses, tenements, and appurtenances appertaining to the real property, and the reversion(s), remainder(s), and claims of Trustor with respect to these items, and the benefits of any existing or future conditions, covenants and restrictions affecting such real property (collectively, the “Land”);
(b)    All things now or hereafter affixed to or placed on the Land, including all buildings, structures and improvements, all fixtures and all machinery, elevators, boilers,

1
DEED OF TRUST


building service equipment (including, without limitation, all equipment for the generation or distribution of air, water, heat, electricity, light, fuel or for ventilating or air conditioning purposes or for sanitary or drainage purposes or for the removal of dust, refuse or garbage), partitions, appliances, furniture, furnishings, building materials, supplies, computers and software, window coverings and floor coverings, lobby furnishings, and other property now or in the future attached, or installed in the improvements and all replacements, repairs, additions, or substitutions to these items (collectively, the “Improvements”);
(c)    All present and future income, rents, revenue, profits, proceeds, accounts receivables and other benefits from the Land and/or the Improvements and all deposits made with respect to the Land and/or the Improvements, including, but not limited to, any security given to utility companies by Trustor, any advance payment of real estate taxes or assessments, or insurance premiums made by Trustor and all claims or demands relating to such deposits and other security, including claims for refunds of tax payments or assessments, all insurance proceeds payable to Trustor in connection with the Land and/or the Improvements whether or not such insurance coverage is specifically required under the terms of this Deed of Trust (“Insurance Proceeds”), and all security deposits in excess of an amount equal to one month’s rent under all Leases (as hereinafter defined) (all of the items set forth in this paragraph are referred to collectively as “Rents and Profits”);
(d)    All damages, payments and revenue of every kind that Trustor may be entitled to receive, from any person owning or acquiring a right to the oil, gas or mineral rights and reservations of the Land;
(e)    All proceeds and claims arising on account of any damage to, or Condemnation (as hereinafter defined) of any part of the Land and/or the Improvements, and all causes of action and recoveries for any diminution in the value of the Land and/or the Improvements;
(f)    All licenses, contracts, management agreements, guaranties, warranties, franchise agreements, permits, or certificates relating to the ownership, use, operation or maintenance of the Land and/or the Improvements; and
(g)    All names by which the Land and/or the Improvements may be operated or known, and all rights to carry on business under those names, and all trademarks, trade names, and goodwill relating to the Land and/or the Improvements.
TO HAVE AND TO HOLD the Real Property, unto Trustee, its successors and assigns, in trust, for the benefit of Beneficiary, its successors and assigns, forever subject to the terms, covenants and conditions of this Deed of Trust.
1.2    PERSONAL PROPERTY GRANT. Trustor hereby irrevocably sells, transfers, grants, conveys, assigns and warrants to Beneficiary, its successors and assigns, a security interest in Trustor’s interest in the following personal property which is collectively referred to as the “Personal Property”:

2
DEED OF TRUST


(a)    Any portion of the Real Property which may be personal property, and all other personal property, whether now existing or acquired in the future which is attached to, appurtenant to, or used in the construction or operation of, or in connection with, the Real Property, to the extent owned by Trustor;
(b)    All rights to the use of water, including water rights appurtenant to the Real Property, pumping plants, ditches for irrigation, all water stock or other evidence of ownership of any part of the Real Property that is owned by Trustor in common with others and all documents of membership in any owner’s association or similar group;
(c)    All plans and specifications prepared for construction of the Improvements; and all contracts and agreements of Trustor relating to the plans and specifications or to the construction of the Improvements;
(d)    All equipment, machinery, fixtures, goods, accounts, general intangibles, promissory notes, letter of credit rights, investment property, commercial tort claims, deposit accounts, documents, instruments and chattel paper and all substitutions, replacements of, and additions to, any of these items;
(e)    All sales agreements, deposits, escrow agreements, other documents and agreements entered into with respect to the sale of any part of the Real Property, and all proceeds of the sale;
(f)    All proceeds from the voluntary or involuntary disposition or claim respecting any of the foregoing items (including judgments, insurance awards, condemnation awards or otherwise,) or to which Trustor otherwise becomes entitled, all “accounts,” “general intangibles,” “instruments,” and “investment property,” in each case as defined in the Oregon Uniform Commercial Code constituting or relating to the foregoing; and,
(g)    if the Interest Rate Cap Agreement (as defined in Section 2.11) is entered into, all rights of Trustor and the Rate Protection Party (as defined in Section 2.11) under the Interest Rate Cap Agreement and under the Assignment of Interest Rate Cap Agreement (as defined in Section 2.11), including, without limitation, all rights of Trustor and/or the Rate Protection Party in and to any and all of the proceeds of such Interest Rate Cap Agreement which are hereby assigned to Beneficiary.
All of the Real Property and the Personal Property are collectively referred to as the “Property.”
1.3    CONDITIONS TO GRANT. If Trustor shall pay to Beneficiary the Secured Indebtedness, at the times and in the manner stipulated in the Loan Documents, and if Trustor shall perform and observe each of the terms, covenants and agreements set forth in the Loan Documents, then this Deed of Trust and all the rights granted by this Deed of Trust shall be released and reconveyed by Trustee and/or Beneficiary in accordance with the laws of the State.

3
DEED OF TRUST


ARTICLE 2
TRUSTOR COVENANTS
2.1    DUE AUTHORIZATION, EXECUTION, AND DELIVERY.
(a)    Trustor represents and warrants that the execution of the Loan Documents and the Unsecured Indemnity Agreement have been duly authorized and there is no provision in the organizational documents of Trustor requiring further consent for such action by any other entity or person.
(b)    Trustor represents and warrants that it is duly organized, validly existing and is in good standing under the laws of the state of its formation and in the State, that its exact legal name, the state of its formation and the state of its chief executive office (or place of business, if it has only one place of business) are correctly stated in the Defined Terms, and that it has all necessary licenses, authorizations, registrations, permits and/or approvals to own its properties and to carry on its business as presently conducted.
(c)    Trustor represents and warrants that the execution, delivery and performance of the Loan Documents and the Unsecured Indemnity Agreement will not result in Trustor being in default under any provision of its organizational documents or of any deed of trust, mortgage, lease, credit or other agreement to which it is a party or which affects it or the Property.
(d)    Trustor represents and warrants that the Loan Documents and the Unsecured Indemnity Agreement have been duly authorized, executed and delivered by Trustor and constitute valid and binding obligations of Trustor which are enforceable in accordance with their terms.
(e)    Trustor agrees that it will not change the state where it or its chief executive office (or place of business, if it has only one place of business) is located, or change its name, without providing at least thirty (30) days’ prior written notice to Beneficiary.
2.2    PERFORMANCE BY TRUSTOR. Trustor shall pay the Secured Indebtedness to Beneficiary and shall keep and perform each and every other obligation, covenant and agreement of the Loan Documents.
2.3    WARRANTY OF TITLE.
(a)    Trustor represents and warrants that it holds good and indefeasible fee simple absolute title to the Land, and that it has the right and is lawfully authorized to sell, convey, encumber and grant a security interest in the Property subject only to those property-specific exceptions to title recorded in the real estate records of the County and contained in Part I of Schedule B of the title insurance policy or policies which have been approved by Beneficiary, liens for ad valorem property taxes that are not yet delinquent, and inchoate mechanic’s liens incurred in the ordinary course provided the underlying obligation is not past due (the “Permitted Exceptions”). The Property is free from all due and unpaid taxes,

4
DEED OF TRUST


assessments and mechanics’ and materialmen’s liens other than real estate taxes for the calendar year 2016 that are not yet due or payable.
(b)    Trustor further covenants to warrant and forever defend Beneficiary and Trustee from and against all persons or entities claiming any interest in the Property.
2.4    TAXES, LIENS AND OTHER CHARGES.
(a)    Unless otherwise paid to Beneficiary as provided in Section 2.5, Trustor shall pay all real estate and other taxes, assessments, water and sewer charges, and other license or permit fees, liens, fines, penalties, interest and other similar public and private claims which may be payable, assessed, levied, imposed upon or become a lien on or against any portion of the Property (all of the foregoing items are collectively referred to as the “Imposition(s)”). The Impositions shall be paid not later than five (5) days before the dates on which the particular Imposition would become delinquent and Trustor shall produce to Beneficiary receipts of the imposing authority, or other evidence reasonably satisfactory to Beneficiary, evidencing the payment of the Imposition in full. If Trustor elects by appropriate legal action to contest the amount or validity of any Imposition, Trustor shall first deposit cash with Beneficiary as a reserve in an amount which Beneficiary reasonably determines is sufficient to pay the Imposition plus all fines, interest, penalties and costs which may become due pending the determination of the contest. If Trustor deposits this sum with Beneficiary, Trustor shall not be required to pay the Imposition provided that the contest operates to prevent enforcement or collection of the Imposition, or the sale or forfeiture of, the Property, and is prosecuted with due diligence and continuity. Upon termination of any proceeding or contest, Trustor shall pay the amount of the Imposition as finally determined in the proceeding or contest. Provided that there is not then an Event of Default (as defined in Section 11.1), the monies which have been deposited with Beneficiary pursuant to this Section shall be applied toward such payment and the excess, if any, shall be returned to Trustor.
(b)    In the event of the passage, after the Execution Date, of any law which deducts from the value of the Property, for the purposes of taxation, any lien or security interest encumbering the Property, or changing in any way the existing laws regarding the taxation of mortgages, deeds of trust and/or security agreements or debts secured by these instruments, or changing the manner for the collection of any such taxes, and the law has the effect of imposing payment of any Impositions upon Beneficiary, at Beneficiary’s option, the Secured Indebtedness shall immediately become due and payable. Notwithstanding the preceding sentence, the Beneficiary’s election to accelerate the Loan shall not be effective if (1) Trustor is permitted by law (including, without limitation, applicable interest rate laws) to, and actually does, pay the Imposition or the increased portion of the Imposition and (2) Trustor agrees in writing to pay or reimburse Beneficiary in accordance with Section 11.6 for the payment of any such Imposition which becomes payable at any time when the Loan is outstanding.
2.5    ESCROW DEPOSITS. Without limiting the effect of Section 2.4 and Section 3.1, Trustor shall pay to Beneficiary monthly on the same date the monthly installment is payable under the Note, an amount equal to 1/12th of the amounts Beneficiary reasonably

5
DEED OF TRUST


estimates are necessary to pay, on an annualized basis, (1) all Impositions and (2) the premiums for the insurance policies required under this Deed of Trust (collectively the “Premiums”) until such time as Trustor has deposited an amount equal to the annual charges for these items and on written demand, from time to time, shall pay to Beneficiary any additional amounts necessary to pay the Premiums and Impositions. Trustor will furnish to Beneficiary bills for Impositions thirty (30) days before Impositions become delinquent and bills for Premiums ten (10) days before such Premiums become due for payment. No amounts paid as Impositions or Premiums shall be deemed to be trust funds and these funds may be commingled with the general funds of Beneficiary. Beneficiary shall not be required to pay interest to Trustor on account of these funds. If an Event of Default occurs, Beneficiary shall have the right, at its election, to apply any amounts held under this Section 2.5 in reduction of the Secured Indebtedness, or in payment of the Premiums or Impositions for which the amounts were deposited. However, with respect to deposits of Premiums only, Trustor shall not be required to make these deposits unless (i) at any time Trustor fails to furnish to Beneficiary, not later than five (5) days before the dates on which any Premiums would become delinquent, evidence of payment of the Premiums, or (ii) Trustor fails to provide, not later than five (5) days prior to the expiration of any policy required under the Loan Documents, appropriate proof of issuance of a new policy which continues in force the insurance coverage of the expiring policy, or (iii) an Event of Default exists, or (iv) such deposits are required in connection with a securitization or participation of the Loan, or (v) Trustor no longer owns the Property, or (vi) except for any Permitted Transfer (as defined in Section 10.1(e)), there has been a change in Trustor or in the general partners, shareholders or members of Trustor, or in the constituent general partners or controlling shareholders or controlling members of any of the entities comprising Trustor. In addition, with respect to deposits of Impositions only, Trustor shall not be required to make these deposits unless (i) an Event of Default exists, or (ii) such deposits are required in connection with a securitization or participation of the Loan, or (iii) Trustor no longer owns the Property, or (iv) except for any Permitted Transfer, there has been a change in Trustor or in the general partners, shareholders or members of Trustor, or in the constituent general partners or controlling shareholders or controlling members of any of the entities comprising Trustor.
2.6    CARE AND USE OF THE PROPERTY.
(a)    Trustor represents and warrants to and agrees with Beneficiary as follows:
(i)    Except as otherwise disclosed to Beneficiary in writing, to the best knowledge of Trustor, all authorizations, licenses, including without limitation liquor licenses, if any, and operating permits required to allow the Improvements to be operated for the Use have been obtained, paid for and are in full force and effect.
(ii)    Except as otherwise disclosed to Beneficiary in writing, to the best knowledge of Trustor, the Improvements and their Use comply with (and no notices of violation have been received in connection with) all Requirements (as defined in this Section) and Trustor shall at all times comply with all present or future Requirements affecting or relating to the Property and/or the Use. Trustor shall furnish Beneficiary, on request, proof of compliance with the Requirements. Trustor shall not use or permit the use of the Property, or any part thereof, for

6
DEED OF TRUST


any illegal purpose. “Requirements” shall mean all laws, ordinances, orders, covenants, conditions and restrictions and other requirements relating to land and building design and construction, use and maintenance, that may now or hereafter pertain to or affect the Property or any part of the Property or the Use, including, without limitation, planning, zoning, subdivision, environmental, air quality, flood hazard, fire safety, handicapped facilities, building, health, fire, traffic, safety, wetlands, coastal and other governmental or regulatory rules, laws, ordinances, statutes, codes and requirements applicable to the Property, including permits, licenses and/or certificates that may be necessary from time to time to comply with any of these requirements.
(iii)    Except as otherwise disclosed to Beneficiary in writing, to the best knowledge of Trustor, Trustor has complied with and will continue to comply with all requirements of all instruments and agreements affecting the Property, whether or not of record, including without limitation all covenants and agreements by and between Trustor and any governmental or regulatory agency pertaining to the development, use or operation of the Property. Trustor, at its sole cost and expense, shall keep the Property in good order, condition, and repair, and make all necessary structural and non-structural, ordinary and extraordinary repairs to the Property, including the Improvements. Trustor shall advise Beneficiary in writing within five (5) days after receipt of any notice to Trustor of any default by Trustor as tenant thereunder in the performance or observance of any of the terms, conditions and covenants to be performed or observed by the tenant thereunder or of any notice of termination of contemplated termination thereof, and shall deliver to Beneficiary a true copy of each such notice.
(iv)    Trustor shall abstain from, and not permit, the commission of waste to the Property and shall not remove or alter in any substantial manner, the structure or character of any Improvements without the prior written consent of Beneficiary.
(v)    Except as otherwise disclosed to Beneficiary in writing, to the best knowledge of Trustor, the zoning approval for the Property is not dependent upon the ownership or use of any property which is not encumbered by this Deed of Trust.
(vi)    To best knowledge of Trustor, construction of the Improvements on the Property is complete, except as previously disclosed to Beneficiary in that certain Side Letter Agreement (the “Side Letter”) dated as of the Execution Date, by and between Trustor and Beneficiary.
(vii)    Except as otherwise disclosed to Beneficiary in writing, to the best knowledge of Trustor, the Property is in good repair and condition, free of any material damage.
(b)    Upon prior written notice (except in the event of an emergency, in which event prior written notice shall not be required), Beneficiary shall have the right, at any time and from time to time during normal business hours, to enter the Property in order to ascertain Trustor’s compliance with the Loan Documents, to examine the condition of the Property, to perform an appraisal, to undertake surveying or engineering work, and to inspect premises occupied by tenants, subject to the rights of tenants under their Leases. Trustor shall reasonably cooperate with Beneficiary performing these inspections.

7
DEED OF TRUST


(c)    Trustor shall use, or cause to be used, the Property continuously for the Use. Trustor shall not use, or permit the use of, the Property for any other use without the prior written consent of Beneficiary. Trustor shall not, without Beneficiary’s prior written consent, (i) file or record a declaration of condominium, master deed of trust or mortgage or any other similar document evidencing the imposition of a so‑called “condominium regime,” whether superior or subordinate to this Deed of Trust, (ii) permit any part of the Property to be converted to, or operated as, a “cooperative regime” whereby the tenants or occupants participate in the ownership, management or control of any part of the Property, or (iii) initiate or permit any subdivision of the Property or change in the legal description thereof.
(d)    Without the prior written consent of Beneficiary, Trustor shall not (i) initiate or acquiesce in a change in the zoning classification of and/or restrictive covenants affecting the Property or seek any variance under existing zoning ordinances (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) use or permit the use of the Property in a manner which may result in the Use becoming a non‑conforming use under applicable zoning ordinances, or (iii) subject the Property to restrictive covenants, whether by means of covenants, bylaws, or similar restrictions.
(e)    Trustor will use commercially reasonable efforts to faithfully perform each and every material covenant to be performed by Trustor under any lien or encumbrance affecting the Property including, without limiting the generality hereof, mortgages, deeds of trust, leases, easements, declarations or covenants, conditions and/or restrictions and other agreements which affect the Property, in law or in equity.
(f)    Any agreement for the day-to-day management of the Property by a third party manager shall be cancelable without cause upon thirty (30) days’ or less prior written notice and Trustor shall protect, indemnify and hold Beneficiary harmless from and against all liabilities, damages, costs, loss and claims arising out of the actions of such third party manager relating to the Property during Trustor’s period of ownership of the Property.
2.7    COLLATERAL SECURITY INSTRUMENTS. Trustor covenants and agrees that if Beneficiary at any time holds additional security for any obligations secured by this Deed of Trust, Beneficiary may enforce its rights and remedies with respect to the security, at its option, either before, concurrently or after a sale of the Property is made pursuant to the terms of this Deed of Trust. Beneficiary may apply the proceeds of the additional security to the Secured Indebtedness without affecting or waiving any right to any other security, including the security under this Deed of Trust, and without waiving any breach or default of Trustor under this Deed of Trust or any other Loan Document.
2.8    SUITS AND OTHER ACTS TO PROTECT THE PROPERTY.
(a)    Trustor shall immediately notify Beneficiary of the commencement, or receipt of written notice, of any and all actions or proceedings or other material matter or claim affecting the Property and/or the interest of Beneficiary under the Loan Documents (collectively, “Actions”). Trustor shall appear in and defend any Actions.

8
DEED OF TRUST


(b)    Beneficiary shall have the right, at the cost and expense of Trustor, to institute, maintain and participate in Actions and take such other action, as it may deem appropriate in the good faith exercise of its discretion to preserve or protect the Property and/or the interest of Beneficiary under the Loan Documents. Beneficiary shall provide Liable Party with a courtesy copy notifying Liable Party of Beneficiary’s institution, maintenance or participation in such Actions, but such notice to Liable Party shall not be a condition precedent or impediment to Beneficiary’s ability to institute, maintain or participate in such Actions. Upon the written request of Trustor, not more than one time per calendar quarter, Beneficiary shall provide Trustor with an update with respect to such Actions. Any money paid by Beneficiary under this Section shall be reimbursed to Beneficiary in accordance with Section 11.6 hereof.
2.9    LIENS AND ENCUMBRANCES. Without the prior written consent of Beneficiary, to be exercised in Beneficiary’s sole and absolute discretion, other than the Permitted Exceptions, Trustor shall not create, place or allow to remain any lien or encumbrance on the Property, including deeds of trust, mortgages, security interests, conditional sales, mechanic’s liens, tax liens or assessment liens regardless of whether or not they are subordinate to the lien created by this Deed of Trust (collectively, “Liens and Encumbrances”). If any Liens and Encumbrances are recorded against the Property or any part of the Property, Trustor shall obtain a discharge and release of the Liens and Encumbrances within fifteen (15) business days after receipt of notice of their existence (subject to Trustor’s right to contest the same pursuant to the terms of Section 2.4(a) above).
2.10    SINGLE PURPOSE ENTITY. Trustor represents, warrants, and covenants with Beneficiary that it has not and shall not: (a) engage in business other than owning and operating the Property and activities incidental thereto; (b) acquire or own a material asset other than the Property and incidental personal property; (c) maintain assets in a way difficult to segregate and identify, or commingle its assets with the assets of any other person or entity; (d) fail to hold itself out to the public as a legal entity separate from any other; (e) fail to conduct business solely in its name or fail to maintain records, accounts or bank accounts separate from any other person or entity; (f) file or consent to a petition pursuant to applicable bankruptcy, insolvency, liquidation or reorganization statutes, or make an assignment for the benefit of creditors without the unanimous consent of its partners or members, as applicable; (g) obtain additional loans; (h) dissolve, liquidate, consolidate, merge or sell all or substantially all of its assets; or (i) modify, amend or revise its organizational documents without Beneficiary’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
2.11    INTEREST RATE PROTECTION.
(a)If at any time during the initial term of the Loan and any extensions of the Loan pursuant to Section 14 of the Note, the LIBOR Rate (as defined below and as defined in Section 1(b) of the Note) is equal to or greater than two and nine tenths percent (2.9%) (the “Protection Trigger Rate”) for five (5) consecutive business days (such period, the “Protection Trigger Event”), then and in such event, Trustor shall, within thirty (30) days of the occurrence of the Protection Trigger Event, enter into or cause the Liable Party to enter into an Interest Rate

9
DEED OF TRUST


Cap Agreement; the Trustor and/or the Liable Party under the Interest Rate Cap Agreement are referred to herein individually or collectively as the “Rate Protection Party”.
(i)    For the purposes of this Section 2.11, the term “LIBOR Rate” as used herein shall mean the one month London interbank offered rate for deposits in U.S. dollars rounded upwards to the nearest one one-hundredth (1/100th) of one percent, if necessary, appearing on the display designated as Reuters Screen LIBOR01 Page, or such other page as may replace LIBOR01 on that service (or such other service as may be nominated as the information vendor by the British Bankers’ Association (“BBA”), or successor administrator to the BBA, for the purpose of displaying British Bankers' Association, or successor administrator’s, interest settlement rates for U.S. dollar deposits as the composite offered rate for London interbank deposits). If the aforementioned sources of the LIBOR Rate are no longer available, then the term “LIBOR Rate” shall mean the one month London interbank offered rate for deposits in U.S. dollars rounded upwards, if necessary, to the nearest one one-hundredth (1/100th) of one percent as shown on the appropriate Bloomberg Financial Markets Services Screen or any successor index on such service under the heading “USD”. In the event the LIBOR Rate is no longer available, it shall be replaced by the nearest equivalent or replacement benchmark rate as reasonably determined by Holder in its sole discretion.
(b)    If the Protection Trigger Event occurs during the initial term of the Loan, the Interest Rate Cap Agreement shall have a LIBOR strike rate of three and nine tenths percent (3.9%) or less, which shall protect against an increase in interest rates which would cause the Annual Interest Rate (as hereinafter defined below) to exceed six and five one hundredths percent (6.05%) per annum (i.e., a LIBOR strike rate of three and nine tenths percent (3.9%) plus the Spread (as hereinafter defined below) of two and fifteen one hundredths percent (2.15%).
(i)    For the purpose of this Section 2.11, the term “Annual Interest Rate” shall mean and refer to an interest rate equal to the sum of (i) the Spread and (ii) the LIBOR Rate as of approximately 11:00 a.m. London Time on the second Business Day prior to each of the Rate Reset Dates (as defined in Section 1(a) of the Note).
(ii)    For the purpose of this Section 2.11, the term “Spread” shall mean a rate per annum equal to the sum of 215 basis points (2.15%) over the LIBOR Rate.
(c)    The Interest Rate Cap Agreement (1) shall be in form reasonably acceptable to Beneficiary, (2) shall be with a counterparty reasonably acceptable to Beneficiary and which counterparty shall have a credit rating of “A2” or better by Moody’s Investors Service, Inc., and “A” or better by Standard and Poor’s Rating Group, (3) shall direct such acceptable counterparty to deposit any and all payments due under the Interest Rate Cap Agreement directly into an account designated by Beneficiary (including with its servicer) so long as any portion of the Loan remains outstanding, provided however, for purposes of this requirement, the Loan shall be deemed to be remaining outstanding if the Property is transferred to Beneficiary (or its nominee or designee) by judicial foreclosure or non-judicial foreclosure or by deed-in-lieu thereof, (4) shall be for a term equal to the remaining initial term of the Loan (or

10
DEED OF TRUST


remaining extension term if Trustor has exercised either or both of the Extension Options (as defined in Section 14 of the Note), in accordance with the terms of Section 14 of the Note), and (5) shall have an initial notional amount equal to the then principal balance of the Loan.
(d)    The Rate Protection Party shall comply with all of its obligations under the Interest Rate Cap Agreement. All amounts paid by the counterparty under the Interest Rate Cap Agreement to the Rate Protection Party or Beneficiary shall be deposited immediately into such account as shall be designated by Beneficiary which, so long as there is no event of default, such deposited amount may be used by Trustor to make payments under the Loan Documents. The Interest Rate Cap Agreement and the aforesaid account designated by Beneficiary shall be deemed to be part of the “Property”. Rate Protection Party shall take all actions reasonably required by Beneficiary to enforce Beneficiary’s rights under the Interest Rate Cap Agreement in the event of a default by the counterparty and shall not waive, amend or otherwise modify any of its rights thereunder.
(e)    In the event of a downgrade, withdrawal or qualification of the rating of the counterparty to any Interest Rate Cap Agreement below a rating of “A3” by Moody’s Investors Service, Inc., or “A-” by Standard & Poor’s Ratings Group, then within fifteen (15) business days after written notice from Beneficiary, Rate Protection Party shall (x) replace the Interest Rate Cap Agreement with a replacement Interest Rate Cap Agreement with a counterparty reasonably acceptable to Beneficiary, (y) cause the counterparty to post cash collateral in an amount and manner reasonably acceptable to Beneficiary securing the counterparty’s obligations under the Interest Rate Cap Agreement, or (z) cause the counterparty to deliver a guaranty reasonably acceptable to Beneficiary guaranteeing the counterparty’s obligations under the Interest Rate Cap Agreement.
(f)    In the event that Rate Protection Party fails to purchase, deliver and/or maintain the Interest Rate Cap Agreement or any replacement thereof within thirty (30) days after receipt of written notice of such failure, Beneficiary may (in addition to exercising any of its other rights and remedies under this Deed of Trust) purchase such Interest Rate Cap Agreement or any replacement thereof and the costs incurred by Beneficiary in purchasing and maintaining the same shall be paid by Trustor with interest thereon at the Default Rate (as defined in the Note) from the date such cost was incurred by Beneficiary until such cost is paid by Trustor to Beneficiary.
(g)    In each instance prior to assigning an Interest Rate Cap Agreement, Trustor shall cause the Rate Protection Party to provide a copy of its bid package or the executed Interest Rate Cap Agreement to Beneficiary for Beneficiary’s review and approval (not to be unreasonably withheld, conditioned or delayed) for conformity with the requirements set forth herein.
(h)    In connection with the Interest Rate Cap Agreement, Rate Protection Party shall obtain and deliver to Beneficiary an opinion of counsel for the counterparty (upon which Beneficiary and its successors and assigns may rely) in form, scope and substance reasonably acceptable to Beneficiary regarding the authorization of the counterparty, the legality, validity,

11
DEED OF TRUST


and binding effect of the Interest Rate Cap Agreement, and such other matters as Beneficiary shall reasonably require (“Counterparty Opinion”).
(i)    In connection with assigning an Interest Rate Cap Agreement, the applicable Rate Protection Party shall execute and deliver to Beneficiary an assignment of the Interest Rate Cap Agreement (“Assignment of Interest Rate Cap Agreement”) in the form attached hereto as Exhibit B. The Assignment of Interest Rate Cap Agreement shall collaterally assign to Beneficiary all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement (but such assignment shall exclude any and all obligations thereunder including, without limitation, payments (if any) to the counterparty). The applicable Rate Protection Party shall deliver to Beneficiary a counterpart of the Interest Rate Cap Agreement executed by the counterparty which shall by its terms authorize such assignment to Beneficiary and require that payments be deposited directly into an account as shall be designated by Beneficiary.
(j)    In the event of a Protection Trigger Event, the Rate Protection Party shall deliver to Beneficiary a copy of the Interest Rate Cap Agreement executed by the counterparty, an executed Assignment of Interest Rate Cap Agreement which shall include an executed consent of the counterparty to the assignment to Beneficiary, and the Counterparty Opinion, within thirty (30) days following written notice from Beneficiary to Trustor regarding the occurrence of the Protection Trigger Event, time expressly being of the essence.
(k)    The obligation to purchase and maintain the Interest Rate Cap Agreement and any replacement thereof shall be fully recourse to the Trustor and Liable Party.
ARTICLE 3
INSURANCE
3.1    REQUIRED INSURANCE AND TERMS OF INSURANCE POLICIES.
(a)    During the term of this Deed of Trust, Trustor at its sole cost and expense must provide insurance policies and certificates of insurance for the types of insurance described below, all of which must be satisfactory to Beneficiary as to form of policy, amounts, deductibles, sublimits, types of coverage, exclusions and the companies underwriting these coverages. In no event shall such policies be terminated or otherwise allowed to lapse. Trustor shall be responsible for its own deductibles. Trustor shall also pay for any insurance, or any increase of policy limits, not described in this Deed of Trust which Trustor requires for its own protection or for compliance with government statutes. Trustor’s insurance shall be primary and without contribution from any insurance procured by Beneficiary including, without limitation, any insurance obtained by Beneficiary pursuant to Section 3.1(d).
Policies of insurance shall be delivered to Beneficiary in accordance with the following requirements:

12
DEED OF TRUST


(i)    Property insurance on the Improvements and the Personal Property insuring against any peril now or hereafter included within the classification “All Risk” or “Special Perils,” in each case (A) in an amount equal to one hundred percent (100%) of the “Full Replacement Cost” (as hereinafter defined) of the Improvements and Personal Property with a waiver of depreciation and with a Replacement Cost Endorsement; (B) containing an agreed amount endorsement with respect to the Improvements and Personal Property waiving all co-insurance provisions; (C) providing for no deductible in excess of $250,000.00; (D) containing no margin clause unless approved by Beneficiary, and (E) containing Ordinance or Law Coverage, Operation of Building Laws, Demolition Costs and Increased Cost of Construction in an amount reasonably required by Beneficiary or if any of the Improvements or the use of the Property constitute non-conforming structures then in the amount of one hundred percent (100%) of the Full Replacement Cost. The Full Replacement Cost shall be determined from time to time by an appraiser or contractor designated and paid by Trustor and approved by Beneficiary (which approval shall not be unreasonably withheld or delayed) or by an engineer or appraiser in the regular employ of the insurer. The “Full Replacement Cost” for purposes of this Article 3 shall mean the estimated total cost of construction required to replace the Improvements with a substitute of like utility, and using modern materials and current standards, design and layout. For purposes of calculating Full Replacement Cost direct (hard) costs shall include, without limitation, labor, materials, supervision and contractor’s profit and overhead and indirect (soft) costs shall include, without limitation, fees for architect’s plans and specifications, construction financing costs, permits, sales taxes, insurance and other costs included in the Marshall Valuation Service published by Marshall & Swifts.
(ii)    Commercial General Liability insurance against claims for personal injury, bodily injury, death or property damage occurring upon, in or about the Property, such insurance (A) to be on the so-called “occurrence” form with a combined single limit of not less than the amount set forth in the Defined Terms; (B) to continue at not less than this limit until required to be changed by Beneficiary in writing by reason of changed economic conditions making such protection inadequate; and (C) to cover at least the following hazards: (a) premises and operations; (b) products and completed operations on an “if any” basis; (c) independent contractors; (d) blanket contractual liability for all contracts to the extent the same are available; and (e) contractual liability covering the indemnities contained in this Deed of Trust to the extent available. The required limit may be satisfied through a combination of Primary and Excess Liability policies.
(iii)    Business Income insurance in an amount sufficient to prevent Trustor from becoming a co-insurer within the terms of the applicable policies, and sufficient to recover twenty-four (24) months’ “Business Income” (as hereinafter defined) and with an Extended Period of Indemnity (“EPI”) of twelve (12) months. The amount of such insurance shall be increased from time to time during the term of this Deed of Trust as and when new Leases and renewal Leases are entered into and rents payable increase or the annual estimate of gross income from occupancy of the Property increases to reflect such rental increases. “Business Income” shall mean the sum of (A) the total anticipated gross income from occupancy of the Property, (B) the amount of all charges (such as, but not limited to, operating expenses, insurance premiums and taxes) which are the obligation of tenants or occupants to Trustor, (C)

13
DEED OF TRUST


the fair market rental value of any portion of the Property which is occupied by Trustor, and (D) any other amounts payable to Trustor or to any affiliate of Trustor pursuant to Leases.
(iv)    If Beneficiary determines at any time that any part of the Property is located in an area identified on a Flood Hazard Boundary Map or Flood Insurance Rate Map issued by the Federal Emergency Management Agency as having special flood hazards and flood insurance has been made available, Trustor will maintain a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration with a generally acceptable insurance carrier, in an amount not less than the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as amended. In addition Difference in Conditions (DIC) insurance and/or excess insurance from and against all losses, damages, costs, expenses, claims and liabilities related to or arising from acts of flood, of such types, in such amounts, with such deductibles, issued by such companies, and on such forms of insurance policies as required by Beneficiary, if Beneficiary determines at any time that any part of the Property is located in Flood Zone A or V.
(v)    During the period of any construction, renovation or alteration of the Improvements, and only if the Property insurance (as described in Section 3.1(a)(i) above) form does not otherwise provide coverage, a so-called “Builder’s All Risk” insurance policy in non-reporting form for any Improvements under construction, renovation or alteration including, without limitation, for demolition and increased cost of construction or renovation, in an amount approved by Beneficiary (which approval shall not be unreasonably withheld or delayed), including an Occupancy endorsement and Workers’ Compensation Insurance covering all persons engaged in the construction, renovation or alteration in an amount at least equal to the minimum required by statutory limits of the State.
(vi)    Workers’ Compensation insurance, subject to the statutory limits of the State, and employer’s liability insurance with a limit of at least $1,000,000.00 per accident and per disease per employee, and $1,000,000.00 for disease in the aggregate in respect of any work or operations on or about the Property, or in connection with the Property or its operations (if applicable).
(vii)    Boiler & Machinery, or Equipment Breakdown Coverage, insurance covering the major components of the central heating, air conditioning and ventilating systems, boilers, other pressure vessels, high pressure piping and machinery, elevators and escalators, if any, and other similar equipment installed in the Improvements, in an amount equal to one hundred percent (100%) of the full replacement cost of all equipment installed in, on or at the Improvements. These policies shall insure against physical damage to and loss of occupancy and use of the Improvements arising out of an accident or breakdown.
(viii)    Insurance from and against all losses, damages, costs, expenses, claims and liabilities related to or arising from acts of terrorism, of such types, in such amounts, with such deductibles, issued by such companies, and on such forms of insurance policies as required by Beneficiary.

14
DEED OF TRUST


(ix)    Business Automobile Insurance with a combined single limit of not less than $1,000,000.00 per occurrence for bodily injury and property damage arising out of the use of owned, non-owned, hired and/or leased automotive equipment when such equipment is operated by Trustor, Trustor’s employees or Trustor’s agents in connection with the Property.
(x)    Windstorm coverage (including coverage for Named Storms if the Property is in a Tier 1 county) in an amount equal to the Full Replacement Cost, plus an amount equal to the business income insurance and EPI contemplated in Subsection (a)(iii) of this Section 3.1 and on terms consistent with the commercial property insurance policy required under Subsection (a)(i) of this Section 3.1, provided, however, that the deductible for windstorm coverage shall not exceed the greater of (i) $250,000.00 or (ii) five percent (5%) of the Full Replacement Cost.
(xi)    Insurance from or against all losses, damages, costs, expenses, claims and liabilities related to or arising from earthquake, provided such insurance is commercially available. Earthquake limits must equal one hundred percent (100%) of the Full Replacement Cost times Probable Maximum Loss (defined as the Scenario Upper Loss) for a 475-year return period, on such form of insurance policy as required by Beneficiary, and provided that the deductible for earthquake coverage shall not exceed the greater of (i) $250,000.00 or (ii) five percent (5%) of the Full Replacement Cost.
(xii)    Environmental Liability Insurance insuring against third party bodily injury and property damage resulting from contamination of the Property by Hazardous Materials, including contamination by Hazardous Materials migrating from adjacent or nearby properties, with a limit of not less than $5,000,000.00 per occurrence and $25,000,000.00 in the aggregate (the “Environmental Policy”). Any replacement, renewal, amendment, and/or modification of the Environmental Policy which is not on similar or better terms and conditions than the then-current policy shall be subject to Beneficiary’s prior written approval, in its sole and absolute discretion.
(xiii)    Such other insurance (A) as may from time to time be required by Beneficiary to replace coverage against any hazard, which as of the date hereof is insured against under any of the insurance policies described in Subsections (a)(i) through (a)(xii) of this Section 3.1, and (B) as may from time to time be reasonably required by Beneficiary against other insurable hazards, including, but not limited to, vandalism, environmental, sinkhole and mine subsidence, provided that any such insurance required by Beneficiary under this subsection is commercially available.
(b)    Beneficiary’s interest must be clearly stated by endorsement in the insurance policies described in this Section 3.1 as follows:
(i)    The policies of insurance referenced in Subsections (a)(i), (a)(iii), (a)(iv), (a)(v), (a)(vii), (a)(viii), (a)(x), (a)(xi), and (a)(xii) of this Section 3.1 shall identify Beneficiary under the New York Standard Mortgagee Clause (non-contributory) endorsement or its equivalent form.

15
DEED OF TRUST


(ii)    The insurance policies referenced in Subsections (a)(ii), (a)(viii), (a)(ix), and (a)(xii) of this Section 3.1 shall name Beneficiary as an additional insured.
(iii)    All of the policies referred to in Section 3.1 shall provide for at least thirty (30) days’ written notice to Beneficiary in the event of policy cancellation and/or material change.
(c)    All the insurance companies must be authorized to do business in New York State and the State and be approved by Beneficiary (which approval shall not be unreasonably withheld or delayed). The insurance companies must have a company rating of “Excellent” or better and a financial class of X or better, each as determined by A.M. Best Company, Inc., and a claims paying ability of BBB or better according to Standard & Poors. So called “Cut-through” endorsements shall not be permitted. If there are any Securities (as defined in Section 12.1(a)) issued with respect to the Loan which have been assigned a rating by a credit rating agency approved by Beneficiary (a “Rating Agency”), the insurance company shall have a claims paying ability rating by such Rating Agency equal to or greater than the rating of the highest class of the Securities. Trustor shall deliver evidence satisfactory to Beneficiary of payment of premiums due under the insurance policies no later than five (5) days before the dates upon which any insurance premiums would become delinquent.
(d)    Certified copies of the policies, and any endorsements, shall be made available for inspection by Beneficiary upon request. If Trustor fails to obtain or maintain insurance policies and coverages as required by this Section 3.1 (“Required Insurance”) then Beneficiary shall have the right but shall not have the obligation immediately, to procure any Required Insurance at Trustor’s cost.
(e)    Trustor shall be required during the term of the Loan to continue to provide Beneficiary with original renewal policies or replacements of the insurance policies referenced in Section 3.1(a). Beneficiary may accept Certificates of Insurance, if satisfactory to Beneficiary, evidencing insurance policies referenced in Subsections (a)(ii), (a)(iv), and (a)(vi) of this Section 3.1 instead of requiring the actual policies. Beneficiary shall be provided with renewal Certificates of Insurance, or binders, not less than five (5) days prior to each expiration. The failure of Trustor to maintain the insurance required under this Article 3 shall not constitute a waiver of Trustor’s obligation to fulfill these requirements.
(f)    All binders, policies, endorsements, certificates, and cancellation notices are to be sent to the Beneficiary’s Address for Insurance Notification as set forth in the Defined Terms until changed by notice from Beneficiary.
(g)    If any policy referred to in this Section 3.1 is written on a blanket basis, a list of locations and their insurable values shall be provided, as required by Beneficiary upon written request. If the Property is located in an area for potential catastrophic loss Trustor, upon request, shall provide Beneficiary with a Natural Hazard Loss Analysis Report on an annual basis. This report is to be completed by a recognized risk modeling company (e.g. RMS, EQE, AIR) approved by Beneficiary.  Notwithstanding the foregoing, if locations and values in the

16
DEED OF TRUST


same geographic area of the Property which are covered under the same blanket policy as the Property do not significantly change (as determined by Beneficiary), then the list of locations and insurable values will be sufficient.
3.2    ADJUSTMENT OF CLAIMS. Trustor hereby authorizes and empowers Beneficiary to settle, adjust or compromise any claims for damage to, or loss or destruction of, all or a portion of the Property, to the extent such claims exceed $250,000.00, regardless of whether there are Insurance Proceeds available or whether any such Insurance Proceeds are sufficient in amount to fully compensate for such damage, loss or destruction.
3.3    ASSIGNMENT TO BENEFICIARY. To the extent the insurance requirements in this Article 3 are satisfied using a stand-alone policy(ies) covering only the Property, then in the event of the foreclosure of this Deed of Trust or other transfer of the title to the Property in extinguishment of the Secured Indebtedness, all right, title and interest of Trustor in and to such insurance policy(ies), or premiums or payments in satisfaction of claims or any other rights under these insurance policy(ies) shall pass to the transferee of the Property. Notwithstanding the foregoing to the extent the insurance requirements in this Article 3 are satisfied using a blanket policy, then in the event of the foreclosure of this Deed of Trust or other transfer of the title to the Property in extinguishment of the Secured Indebtedness, all right, title and interest of Beneficiary in and to any premiums or payments in satisfaction of claims or any other rights under such insurance policy(ies) relating to the Property shall pass to the transferee of the Property.
3.4    INSURANCE WARNING. WARNING: UNLESS YOU PROVIDE US WITH EVIDENCE OF THE INSURANCE COVERAGE AS REQUIRED BY OUR CONTRACT OR LOAN AGREEMENT, WE MAY PURCHASE INSURANCE AT YOUR EXPENSE TO PROTECT OUR INTEREST. THIS INSURANCE MAY, BUT NEED NOT, ALSO PROTECT YOUR INTEREST. IF THE COLLATERAL BECOMES DAMAGED, THE COVERAGE WE PURCHASE MAY NOT PAY ANY CLAIM YOU MAKE OR ANY CLAIM MADE AGAINST YOU. YOU MAY LATER CANCEL THIS COVERAGE BY PROVIDING EVIDENCE THAT YOU HAVE OBTAINED PROPERTY COVERAGE ELSEWHERE.
YOU ARE RESPONSIBLE FOR THE COST OF ANY INSURANCE PURCHASED BY US. THE COST OF THIS INSURANCE MAY BE ADDED TO YOUR CONTRACT OR LOAN BALANCE. IF THE COST IS ADDED TO YOUR CONTRACT OR LOAN BALANCE, THE INTEREST RATE ON THE UNDERLYING CONTRACT OR LOAN WILL APPLY TO THIS ADDED AMOUNT. THE EFFECTIVE DATE OF COVERAGE MAY BE THE DATE YOUR PRIOR COVERAGE LAPSED OR THE DATE YOU FAILED TO PROVIDE PROOF OF COVERAGE.
THE COVERAGE WE PURCHASE MAY BE CONSIDERABLY MORE EXPENSIVE THAN INSURANCE YOU CAN OBTAIN ON YOUR OWN AND MAY NOT SATISFY ANY NEED FOR PROPERTY DAMAGE COVERAGE OR ANY MANDATORY LIABILITY INSURANCE REQUIREMENTS IMPOSED BY APPLICABLE LAW. (Each reference to “you” and “your” shall refer to Trustor and each reference to “us” and “we” shall refer to Beneficiary.)

17
DEED OF TRUST


ARTICLE 4
BOOKS, RECORDS AND ACCOUNTS
4.1    BOOKS AND RECORDS. Trustor shall keep adequate books and records of account in accordance with generally accepted accounting principles (“GAAP”), or in accordance with other methods acceptable to Beneficiary in its sole discretion, consistently applied and furnish to Beneficiary:
(a)    Quarterly certified rent rolls signed and dated by Trustor, detailing the names of all tenants of the Improvements, the portion of Improvements occupied by each tenant, the base rent and any other charges payable under each Lease (as defined in Section 5.2) and the term of each Lease, including the expiration date, and any other information as is reasonably required by Beneficiary, within forty-five (45) days after the end of each fiscal quarter;
(b)    A quarterly operating statement of the Property and year to date operating statements detailing the total revenues received, total expenses incurred, total cost of all capital improvements, total debt service and total cash flow, to be prepared by Trustor and certified by Trustor in a form reasonably acceptable to Beneficiary, and if available, any quarterly operating statement prepared by an independent certified public accountant, within forty-five (45) days after the close of each fiscal quarter of Trustor;
(c)    Unaudited annual financial statements of Trustor in the form required by Beneficiary, prepared and certified by Trustor to be true and correct within ninety (90) days after the close of each fiscal year of Trustor;
(d)    Unaudited financial statements for Liable Party prepared by an authorized representative approved by Beneficiary and certified by Liable Party to be true and correct, within one hundred twenty (120) days after the close of each fiscal year of Liable Party; provided, however, that in the event that audited financial statements for Liable Party are prepared by an independent certified public accountant, Trustor shall promptly deliver Beneficiary a copy of said audited financial statements of Liable Party;
(e)    An annual operating budget presented on a monthly basis consistent with the annual operating statement described above for the Property including cash flow projections for the upcoming one (1) year period and all proposed capital replacements and improvements at least fifteen (15) days prior to the start of each calendar year; and
(f)    An annual ARGUS © valuation file, or its equivalent, in electronic form which includes, without limitation, a then current rent roll, all income of the Property and all Property expenses within ninety (90) days after the close of each fiscal year of Trustor.
4.2    PROPERTY REPORTS. Upon request from Beneficiary or its representatives and designees, Trustor shall furnish in a timely manner to Beneficiary:
(a)    A property management report for the Property, showing the number of inquiries made and/or rental applications received from tenants or prospective tenants and

18
DEED OF TRUST


deposits received from tenants and any other information reasonably requested by Beneficiary, in reasonable detail and certified by Trustor (or an officer, general partner, member or principal of Trustor if Trustor is not an individual) to its best knowledge to be true and complete in all material respects, but no more frequently than quarterly; and
(b)    An accounting of all security deposits held in connection with any Lease of any part of the Property, including the name and identification number of the accounts in which such security deposits are held, the name and address of the financial institutions in which such security deposits are held and the name of the person to contact at such financial institution, along with any authority or release necessary for Beneficiary to obtain information regarding such accounts directly from such financial institutions.
4.3    ADDITIONAL MATTERS.
(a)    Trustor shall furnish Beneficiary with such other additional financial or management information regarding Trustor and Liable Party (including State and Federal tax returns) as may, from time to time, be reasonably required by Beneficiary or any Rating Agency in form and substance reasonably satisfactory to Beneficiary or the Rating Agency.
(b)    Trustor shall furnish Beneficiary and its agents convenient facilities for the examination and audit of any such books and records.
(c)    Beneficiary and its representatives shall have the right upon prior written notice to examine and audit the records, books, management and other papers of Trustor or Liable Party, or of any guarantor or indemnitor which reflect upon their financial condition and/or the income, expenses and operations of the Property, at the Property or at any office regularly maintained by Trustor, its affiliates or any guarantor or indemnitor where the books and records are located. Beneficiary shall have the right upon written notice to make copies and extracts from the foregoing records and other papers. To the extent that Trustor’s or any guarantor’s financial statements are consolidated with those of a constituent partner, member or affiliate, Beneficiary shall have the right upon prior written notice to examine and audit the records, books, management and other papers of such constituent partner, member or affiliate which reflect upon Trustor’s or any guarantor’s financial condition and/or the income, expenses and operations of the Property.
(d)    Notwithstanding the foregoing provisions of this Section 4.3, except for non-public information relating to the financial condition of Liable Party, such as a balance sheet and/or an income statement, Beneficiary shall not be entitled under this Section 4.3 to receive, examine or audit any non-public information relating to Liable Party unless Beneficiary agrees to enter into a commercially reasonable and mutually agreeable confidentiality agreement with respect to such non-public information.

19
DEED OF TRUST


ARTICLE 5
LEASES AND OTHER AGREEMENTS AFFECTING THE PROPERTY
5.1    TRUSTOR’S REPRESENTATIONS AND WARRANTIES. Trustor represents and warrants to Beneficiary that except as otherwise disclosed to Beneficiary in writing, to the best knowledge of Trustor:
(a)    There are no leases or occupancy agreements affecting the Property except those leases and amendments described on Exhibit A to that certain Certification of Borrower and Liable Party dated as of the Execution Date, executed by Trustor and Liable Party for the benefit of Beneficiary, and Trustor has delivered to Beneficiary true, correct and complete copies of all leases, including amendments (collectively, “Existing Leases”) and all guaranties and amendments of guaranties given in connection with the Existing Leases (the “Lease Guaranties”).
(b)    There are no defaults by Trustor under the Existing Leases and Lease Guaranties and there are no defaults by any tenants under the Existing Leases or any guarantors under the Lease Guaranties. The Existing Leases and the Lease Guaranties are in full force and effect.
(c)    None of the tenants now occupying ten percent (10%) or more of the Property (individually or in the aggregate) or having a current lease affecting ten percent (10%) or more of the Property (individually or in the aggregate) is the subject of any bankruptcy, reorganization or insolvency proceeding or any other debtor-creditor proceeding.
(d)    No Existing Leases may be amended, terminated or canceled unilaterally by a tenant and no tenant may be released from its obligations, except in the event of (i) material damage to, or destruction of, the Property or (ii) condemnation.
5.2    ASSIGNMENT OF LEASES. In order to further secure payment of the Secured Indebtedness and the performance of Trustor’s obligations under the Loan Documents, Trustor absolutely, presently and unconditionally grants, assigns and transfers to Beneficiary all of Trustor’s right, title, interest and estate in, to and under (i) all of the Existing Leases and Lease Guaranties affecting the Property and (ii) all of the future leases, lease amendments, guaranties and amendments of guaranties and (iii) the Rents and Profits. Trustor acknowledges that it is permitted to collect the Rents and Profits pursuant to a revocable license unless and until an Event of Default occurs and is continuing. The Existing Leases and Lease Guaranties and all future leases, lease amendments, guaranties and amendments of guaranties are collectively referred to as the “Leases.”
5.3    PERFORMANCE OF OBLIGATIONS.
(a)    Trustor shall perform all obligations under any and all Leases, including, without limitation, the obligation to pay any and all tenant improvement allowances, abatements, inducements or other concessions due to tenants under the Leases.

20
DEED OF TRUST


(b)    Trustor agrees to furnish Beneficiary executed copies of all future Leases. Trustor shall comply with the provisions of Section 3 of the Assignment of Leases. If any of the acts described in Section 3 of the Assignment of Leases are done without the written consent of Beneficiary, at the option of Beneficiary, they shall be of no force or effect and shall constitute a default under this Deed of Trust.
5.4    SUBORDINATE LEASES. Each future Lease affecting the Property shall be absolutely subordinate to the lien of this Deed of Trust and Trustor shall use commercially reasonable efforts to include in each future Lease a provision or provisions, satisfactory to Beneficiary, to the effect that (i) in the event of the judicial or non-judicial foreclosure of the Property, at the election of the acquiring foreclosure purchaser, the particular Lease shall not be terminated and the tenant shall attorn to the purchaser and (ii) if requested to do so, the tenant shall agree to enter into a new Lease for the balance of the term upon the same terms and conditions. Trustor shall notify Beneficiary in writing of any future Leases that do not include the foregoing provisions. If Beneficiary requests, Trustor shall use commercially reasonable efforts to cause a tenant or tenants to enter into subordination and attornment agreements or nondisturbance agreements with Beneficiary on forms which have been approved by Beneficiary. Upon written request from Trustor, Beneficiary shall provide a nondisturbance agreement, in the form previously approved by Trustor and Beneficiary (the “Form Nondisturbance Agreement”), with respect to any future Lease, provided that any tenant to whom the Form Nondisturbance Agreement is to be provided shall deliver to Beneficiary such information and documentation, acceptable to Beneficiary, confirming that neither the tenant, nor any guarantor of the tenant’s obligations under the Lease, nor any person that directly or indirectly (1) controls the tenant or any such guarantor or (2) has an ownership interest in the tenant or such guarantor of twenty-five percent (25%) or more (but excluding from the foregoing any Regulated Entities and members or stockholders of any Regulated Entities), appears on a list of individuals and/or entities for which transactions are prohibited by the United States Treasury Office of Foreign Assets Control or any similar list maintained by any other governmental authority, with respect to which entering into transactions with such a person or entity would violate the U.S. Patriot Act or regulations or any Presidential Executive Order or any other similar applicable law, ordinance, order, rule or regulation. For any Lease entered in accordance with the Leasing Guidelines (as defined in the Side Letter) and which does not require any changes to the Form Nondisturbance Agreement, a fee of $1,000 shall be paid to Beneficiary; and with respect to any Lease requiring Beneficiary’s approval or requiring changes to the Form Nondisturbance Agreement, a fee of $3,000 shall be paid to Beneficiary and if Beneficiary elects to retain special counsel the fees of special counsel must be paid by Trustor.
5.5    LEASING COMMISSIONS. Trustor covenants and agrees that all future contracts and agreements relating to the Property requiring the payment of leasing commissions, management fees or other similar compensation shall (i) provide that the obligation will not be enforceable against Beneficiary and (ii) be subordinate to the lien of this Deed of Trust. Beneficiary will be provided evidence of Trustor’s compliance with this Section upon written request.

21
DEED OF TRUST


5.6    LEASING CONSENTS. With regard to any Lease requiring Beneficiary’s approval under this Article 5, each request for the approval of such Lease shall be in writing and shall be delivered to Beneficiary by registered or certified mail (return receipt requested) or overnight delivery service (which provides return receipts) and such written request must be accompanied by (a) the proposed final draft of the Lease (the “Final Lease Draft”), together with (b) a redline of the proposed Final Lease Draft as compared against the standard form of lease approved by Lender in writing in accordance with the Leasing Guidelines (as defined in the Side Letter), and (c) such request shall include the following statement on the first page in all capital letters and boldface type: “YOUR FAILURE TO RESPOND TO BORROWER’S REQUEST FOR FINAL APPROVAL OF THE MATTER DESCRIBED HEREIN RELATING TO A LEASE AT 401-421 SW 6TH AVENUE, PORTLAND, OREGON, LOAN NUMBER 702828, AS SET FORTH HEREIN WITHIN FIVE (5) BUSINESS DAYS SHALL BE DEEMED TO CONSTITUTE BENEFICIARY’S APPROVAL OF SUCH REQUEST.” If Beneficiary shall not have delivered a notice of approval or disapproval to Trustor within such five (5) business days after receipt by Beneficiary of said request and all other information required herein, Beneficiary shall be deemed to have approved such Lease. In the event substantive changes materially affecting landlord and/or Beneficiary’s position as landlord or potential landlord under the Lease are made to the proposed Final Lease Draft after the date such draft was delivered and approved by Beneficiary, Trustor shall deliver, for Beneficiary’s approval a copy of the latest proposed lease draft together with a redline to the version last viewed and approved by Beneficiary, and such process for approval outlined in this Section 5.6 shall be followed for each such approval. A final signed version of any Lease shall be delivered to Beneficiary within a reasonable time after such execution.
ARTICLE 6
ENVIRONMENTAL HAZARDS
6.1    REPRESENTATIONS AND WARRANTIES. Trustor hereby represents, warrants, covenants and agrees to and with Beneficiary that (i) based on Trustor’s knowledge and the Environmental Report (as defined in the Unsecured Indemnity Agreement), and except as otherwise disclosed to Beneficiary on Exhibit B attached to the Unsecured Indemnity Agreement, neither Trustor nor, to the best of Trustor’s knowledge, any tenant, subtenant or occupant of the Property, has at any time placed, suffered or permitted the presence of any Hazardous Materials (as defined in Section 6.5) at, on, under, within or about the Property except as expressly approved by Beneficiary in writing; (ii) all operations or activities upon the Property, and any use or occupancy of the Property by Trustor are presently and shall in the future be in compliance with all Requirements of Environmental Laws (as defined in Section 6.6); (iii) Trustor will use best efforts to assure that any tenant, subtenant or occupant of the Property shall in the future be in compliance with all Requirements of Environmental Laws; (iv) all operations or activities upon the Property are presently and shall in the future be in compliance with all Requirements of Environmental Laws; (v) Trustor does not know of, and has not received, any written or oral notice or other communication from any person or entity (including, without limitation, a governmental entity) relating to Hazardous Materials or Remedial Work pertaining thereto, of possible liability of any person or entity pursuant to any Requirements of Environmental Laws, other environmental conditions in connection with the

22
DEED OF TRUST


Property, or any actual administrative or judicial proceedings in connection with any of the foregoing; (vi) Trustor shall not do or allow any tenant or other user of the Property to do any act that materially increases the dangers to human health or the environment, poses an unreasonable risk of harm to any person or entity (whether on or off the Property), impairs or may impair the value of the Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste, or violates any covenant, condition, agreement or easement applicable to the Property; and (vii) Trustor has provided to Beneficiary, in writing, any and all information relating to environmental conditions in, on, under or from the Property that is known to Trustor and that is contained in Trustor’s files and records, including, without limitation, any reports relating to Hazardous Materials in, on, under or from the Property and/or to the environmental condition of the Property.
6.2    REMEDIAL WORK. In the event any investigation or monitoring of site conditions or any clean-up, containment, abatement, restoration, removal or other investigative or remedial work (collectively, the “Remedial Work”) is required under any Requirements of Environmental Laws, Trustor shall perform or cause to be performed the Remedial Work in compliance with the applicable law, regulation, order or agreement. All Remedial Work shall be performed by one or more contractors, selected by Trustor and approved in advance in writing by Beneficiary (which approval shall not be unreasonably withheld, conditioned or delayed), and under the supervision of a consulting engineer, selected by Trustor and approved in advance in writing by Beneficiary (which approval shall not be unreasonably withheld, conditioned or delayed). All reasonable costs and expenses of Remedial Work shall be paid by Trustor including, without limitation, the charges of the contractor(s) and/or the consulting engineer, and Beneficiary’s reasonable attorneys’, architects’ and/or consultants’ fees and costs incurred in connection with monitoring or review of the Remedial Work. In the event Trustor shall fail to timely commence, or cause to be commenced, or fail to diligently and in good faith prosecute to completion, the Remedial Work, Beneficiary may, but shall not be required to, cause such Remedial Work to be performed, subject to the provisions of Sections 11.5 and 11.6.
6.3    ENVIRONMENTAL SITE ASSESSMENT. Beneficiary shall have the right, at any time and from time to time, to undertake, at the expense of Trustor, an environmental site assessment on the Property, including any testing that Beneficiary may determine, in its reasonable discretion, is necessary or desirable to ascertain the environmental condition of the Property and the compliance of the Property with Requirements of Environmental Laws. Trustor shall cooperate fully with Beneficiary and its consultants performing such assessments and tests. If such environmental site assessment and testing confirms the presence or existence of Hazardous Materials on, under or about the Property, or any breach or violation of any Requirements of Environmental Laws pertaining to Trustor or the Property, the cost of such environmental site assessment and testing shall be borne solely by Trustor. If the environmental site assessment and testing affirms that no Hazardous Materials are present or exist on, under or about the Property, and that there are no breaches or violations of any Requirements of Environmental Laws pertaining to Trustor and the Property, the cost of such environmental site assessment and testing shall be borne solely by Beneficiary.

23
DEED OF TRUST


6.4    UNSECURED OBLIGATIONS. No amounts which may become owing by Trustor to Beneficiary under this Article 6 or under any other provision of this Deed of Trust as a result of a breach of or violation of this Article 6 shall be secured by this Deed of Trust. The obligations shall continue in full force and effect and any breach of this Article 6 shall, subject to the notice and cure provisions in Section 11.1(b) below, constitute an Event of Default. Notwithstanding the foregoing sentence, the obligations of the original named Trustor only under this Article 6 shall terminate two (2) years following the earliest to occur of (i) the full and indefeasible repayment of the Loan, or (ii) reconveyance of this Deed of Trust and release of all other security provided in connection with the Loan; provided that at the time of such repayment of the Loan, such reconveyance of this Deed of Trust and release of all other security, Trustor shall have (A) delivered to Beneficiary at the time of such repayment, such reconveyance and release, or such transfer, and Beneficiary shall have approved, in its sole and absolute discretion, a Phase I environmental site assessment of the Property (an “ESA”), with respect to an inspection of the Property conducted not more than six (6) months prior to the date of such repayment, reconveyance and release, and (B) paid all costs and expenses, including reasonable attorneys’ fees and costs, incurred by Beneficiary in connection with such ESA and Beneficiary’s review thereof. The lien of this Deed of Trust shall not secure (i) any obligations evidenced by or arising under the Unsecured Indemnity Agreement (“Unsecured Obligations”), or (ii) any other obligations to the extent that they are the same or have the same effect as any of the Unsecured Obligations. The Unsecured Obligations shall continue in full force, and any breach or default of any such obligations shall constitute a breach or default under this Deed of Trust but the proceeds of any foreclosure sale shall not be applied against Unsecured Obligations. Nothing in this Section shall in any way limit or otherwise affect the right of Beneficiary to obtain a judgment in accordance with applicable law for any deficiency in recovery of all obligations that are secured by this Deed of Trust following foreclosure, notwithstanding that the deficiency judgment may result from diminution in the value of the Property by reason of any event or occurrence pertaining to Hazardous Materials or any Requirements of Environmental Laws.
6.5    HAZARDOUS MATERIALS.
“Hazardous Materials” shall include without limitation:
(a)    Those substances included within the definitions of “hazardous substances,” “hazardous materials,” “toxic substances,” or “solid waste” in the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sections 9601 et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6901 et seq., and the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801 et seq., and in the regulations promulgated pursuant to said laws;
(b)    Those substances listed in the United States Department of Transportation Table (49 CFR 172.101 and amendments thereto) or by the Environmental Protection Agency (or any successor agency) as hazardous substances (40 CFR Part 302 and amendments thereto);

24
DEED OF TRUST


(c)    Any material, waste or substance which is (A) petroleum, (B) asbestos, (C) polychlorinated biphenyls, (D) designated as a “hazardous substance” pursuant to Section 311 of the Clean Water Act, 33 U.S.C. Section 1251 et seq. (33 U.S.C. Section 1321) or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. Section 1317); (E) a chemical substance or mixture regulated under the Toxic Substances Control Act of 1976, 15 U.S.C. Sections 2601 et seq.; (F) flammable explosives; or (G) radioactive materials;
(d)    Any material, waste or substance which is included within any of the following: those substances defined as “hazardous waste,” “hazardous materials,” “hazardous substance,” “toxic substance,” “pollution,” or “wastes” in the Oregon Hazardous Waste Management Law, ORS Ch. 466, the Oregon Hazardous Materials Cleanup Laws, ORS Ch. 465, the Oregon Water Pollution Control Law, Ch. 468B and the Oregon Air Pollution Control Law, ORS Ch. 468A and in the regulations promulgated pursuant to such laws;
(e)    Such other substances, materials and wastes which are or become regulated as hazardous or toxic under applicable local, state or federal law, or the United States government, or which are classified as hazardous or toxic under federal, state, or local laws or regulations.
Notwithstanding the foregoing, the term “Hazardous Materials” shall expressly exclude pre-packaged supplies, cleaning materials and other janitorial and maintenance supplies, paint and other hazardous materials of a type and in a quantity readily available for purchase by the general public and normally stored, maintained and used by owners and managers of properties of a type similar to the Property and in compliance with the Requirements of Environmental Laws.

6.6    REQUIREMENTS OF ENVIRONMENTAL LAWS. “Requirements of Environmental Laws” means all requirements of environmental, ecological, health, or industrial hygiene laws or regulations or rules of common law related to the Property, including, without limitation, all requirements imposed by any environmental permit, law, rule, order, or regulation of any federal, state, or local executive, legislative, judicial, regulatory, or administrative agency, which relate to (i) exposure to Hazardous Materials; (ii) pollution or protection of the air, surface water, ground water, land; (iii) solid, gaseous, or liquid waste generation, treatment, storage, disposal, or transportation; or (iv) regulation of the manufacture, processing, distribution and commerce, use, or storage of Hazardous Materials.
ARTICLE 7
CASUALTY, CONDEMNATION AND RESTORATION
7.1    TRUSTOR’S REPRESENTATIONS. Trustor represents and warrants as follows:
(a)    Except as expressly approved by Beneficiary in writing, no casualty or damage to any part of the Property which would cost more than $50,000.00 to restore or replace has occurred which has not been fully restored or replaced.

25
DEED OF TRUST


(b)    No part of the Property has been taken in condemnation or other similar proceeding or transferred in lieu of condemnation, nor has Trustor received notice of any proposed condemnation or other similar proceeding affecting the Property.
(c)    To the best of Trustor’s knowledge, there is no pending proceeding for the total or partial condemnation of the Property.
7.2    RESTORATION.
(a)    Trustor shall give prompt written notice to Beneficiary of any casualty to the Property, whether or not required to be insured against; provided, however, that Trustor shall not be required to notify Beneficiary of any casualty to the Property for which Trustor reasonably believes the cost of the Restoration will not exceed $100,000.00. The notice shall describe the nature and cause of the casualty and the extent of the damage to the Property. Trustor covenants and agrees to commence and diligently pursue to completion the Restoration.
(b)    Trustor assigns to Beneficiary all Insurance Proceeds which Trustor is entitled to receive in connection with a casualty whether or not such insurance is required under this Deed of Trust. In the event of any damage to or destruction of the Property, and provided (1) an Event of Default does not currently exist, and (2) Beneficiary has determined that (i) there has not been an Impairment of the Security (as defined in Section 7.2(c)), and (ii) the repair, restoration and rebuilding of any portion of the Property that has been partially damaged or destroyed (the “Restoration”) can be accomplished in full compliance with all Requirements to the same condition, character and general utility as nearly as possible to that existing prior to the casualty and at least equal in value as that existing prior to the casualty, then the Net Insurance Proceeds shall be applied to the cost of Restoration in accordance with the terms of this Article. Beneficiary shall hold and disburse the Insurance Proceeds less the cost, if any, to Beneficiary of recovering the Insurance Proceeds including, without limitation, reasonable attorneys’ fees and expenses, and adjusters’ fees (the “Net Insurance Proceeds”) to the Restoration. Notwithstanding the foregoing, if the Net Insurance Proceeds do not exceed $100,000.00, Beneficiary shall disburse the Net Insurance Proceeds to Trustor upon receipt.
(c)    For the purpose of this Article, “Impairment of the Security” shall mean any or all of the following: (i) any of the Leases covering more than 22,500 square feet existing immediately prior to the damage, destruction, condemnation or casualty shall have been cancelled, or shall contain any exercisable right to cancel as a result of the damage, destruction or casualty; (ii) the casualty or damage occurs during the last year of the term of the Loan; or (iii) restoration of the Property is estimated to require more than one year to complete from the date of the occurrence.
(d)    If the Net Insurance Proceeds are to be used for the Restoration in accordance with this Article, Trustor shall comply with Beneficiary’s Requirements For Restoration as set forth in Section 7.4 below. Upon Trustor’s satisfaction and completion of the Requirements for Restoration and upon confirmation that there is no Event of Default then

26
DEED OF TRUST


existing, Beneficiary shall pay any remaining Restoration Funds (as defined in Section 7.4 below) then held by Beneficiary to Trustor.
(e)    In the event that the conditions for Restoration set forth in this Section have not been met, Beneficiary may, at its option, apply the Net Insurance Proceeds to the reduction of the Secured Indebtedness in such order as Beneficiary may determine and Beneficiary may declare the entire Secured Indebtedness together with the Prepayment Fee (as defined in the Note) due and payable on a date which is ninety (90) days after Beneficiary’s written demand therefor; provided, however, that unless the applicable casualty or damage occurs during the last year of the term of the Loan, Beneficiary shall not be entitled to declare the entire Secured Indebtedness together with the Prepayment Fee due and payable if the cost of the Restoration will not exceed $10,000,000.00, as reasonably determined by Beneficiary; and provided further, however, that so long as Trustor makes a good faith effort to recover from the insurer any Prepayment Fee that results from such application of the Net Insurance Proceeds, the Prepayment Fee shall be waived. After payment in full of the Secured Indebtedness, any remaining Restoration Funds shall be paid to Trustor.
7.3    CONDEMNATION.
(a)    If the Property or any part of the Property is taken by reason of any condemnation or similar eminent domain proceeding, or by a grant or conveyance in lieu of condemnation or eminent domain (“Condemnation”), Beneficiary shall be entitled to all compensation, awards, damages, proceeds and payments or relief for the Condemnation in excess of $100,000.00 (“Condemnation Proceeds”). At its option, Beneficiary shall be entitled to commence, appear in and prosecute in its own name any action or proceeding or to make any compromise or settlement in connection with such Condemnation. Trustor hereby irrevocably constitutes and appoints Beneficiary as its attorney‑in‑fact, which appointment is coupled with an interest, to commence, appear in and prosecute any action or proceeding or to make any compromise or settlement in connection with any such Condemnation.
(b)    Trustor assigns to Beneficiary all Condemnation Proceeds which Trustor is entitled to receive. In the event of any Condemnation, and provided (1) an Event of Default does not currently exist, and (2) Beneficiary has determined that (i) there has not been an Impairment of the Security, and (ii) the Restoration of any portion of the Property that has not been taken can be accomplished in full compliance with all Requirements to the same condition, character and general utility as nearly as possible to that existing prior to the taking and at least equal in value as that existing prior to the taking, then (A) Trustor shall commence and diligently pursue to completion the Restoration, and (B) Beneficiary shall hold and disburse the Condemnation Proceeds less the cost, if any, to Beneficiary of recovering the Condemnation Proceeds including, without limitation, reasonable attorneys’ fees and expenses, and adjusters’ fees (the “Net Condemnation Proceeds”) to the Restoration.
(c)    In the event the Net Condemnation Proceeds are to be used for the Restoration, Trustor shall comply with Beneficiary’s Requirements for Restoration as set forth in Section 7.4 below. Upon Trustor’s satisfaction and completion of the Requirements for

27
DEED OF TRUST


Restoration and upon confirmation that there is no Event of Default then existing, Beneficiary shall pay any remaining Restoration Funds (as defined in Section 7.4 below) then held by Beneficiary to Trustor.
(d)    In the event that the conditions for Restoration set forth in this Section have not been met, Beneficiary may, at its option, apply the Net Condemnation Proceeds to the reduction of the Secured Indebtedness in such order as Beneficiary may determine and Beneficiary may declare the entire Secured Indebtedness together with the Prepayment Fee due and payable on a date which is ninety (90) days after Beneficiary’s written demand therefor; provided, however, that unless the applicable Condemnation occurs during the last year of the term of the Loan, Beneficiary shall not be entitled to declare the entire Secured Indebtedness together with the Prepayment Fee due and payable if the cost of the Restoration will not exceed $10,000,000.00, as reasonably determined by Beneficiary; and provided further, however, that so long as Trustor makes a good faith effort to recover from the condemning authority any Prepayment Fee that results from such application of the Net Condemnation Proceeds, the Prepayment Fee shall be waived. After payment in full of the Secured Indebtedness, any remaining Restoration Funds shall be paid to Trustor.
7.4    REQUIREMENTS FOR RESTORATION. Unless otherwise expressly agreed in a writing signed by Beneficiary, the following are the Requirements for Restoration:
(a)    If the Net Insurance Proceeds or Net Condemnation Proceeds are to be used for the Restoration, prior to the commencement of any Restoration work (the “Work”), Trustor shall provide Beneficiary for its review and written approval (which approval shall not be unreasonably withheld, conditioned or delayed) (i) complete plans and specifications for the Work which (A) have been approved by all required governmental authorities, (B) have been approved by an architect reasonably satisfactory to Beneficiary (the “Architect”) and (C) are accompanied by the Architect’s signed statement of the total estimated cost of the Work (the “Approved Plans and Specifications”); (ii) the amount of money which Beneficiary reasonably determines will be sufficient when added to the Net Insurance Proceeds or Condemnation Proceeds to pay the entire cost of the Restoration (collectively referred to as the “Restoration Funds”); (iii) evidence that the Approved Plans and Specifications and the Work are in compliance with all Requirements; (iv) an executed contract for construction with a contractor reasonably satisfactory to Beneficiary (the “Contractor”) in a form reasonably approved by Beneficiary in writing; and (v) a surety bond and/or guarantee of payment with respect to the completion of the Work. The bond or guarantee shall be reasonably satisfactory to Beneficiary in form and amount and shall be signed by a surety or other entities who are acceptable to Beneficiary.
(b)    Trustor shall not commence the Work, other than temporary work to protect the Property or prevent interference with business, until Trustor shall have complied with the requirements of subsection (a) of this Section 7.4. So long as there does not currently exist an Event of Default and the following conditions have been complied with or, in Beneficiary’s discretion, waived, Beneficiary shall disburse the Restoration Funds in increments to Trustor, from time to time as the Work progresses on the following terms and conditions:

28
DEED OF TRUST


(i)    The Architect shall be in charge of the Work;
(ii)    Beneficiary shall disburse the Restoration Funds directly or through escrow with a title company selected by Trustor and reasonably approved by Beneficiary, upon not less than ten (10) days’ prior written notice from Trustor to Beneficiary and Trustor’s delivery to Beneficiary of (A) Trustor’s written request for payment (a “Request for Payment”) accompanied by a certificate by the Architect in a form satisfactory to Beneficiary which states that (a) all of the Work completed to that date has been completed in substantial compliance with the Approved Plans and Specifications and in accordance with all Requirements, (b) the amount requested has been paid or is then due and payable and is properly a part of the cost of the Work and (c) when added to all sums previously paid by Beneficiary, the requested amount does not exceed the value of the Work completed to the date of such certificate; and (B) evidence reasonably satisfactory to Beneficiary that the balance of the Restoration Funds remaining after making the payments shall be sufficient to pay the balance of the cost of the Work. Each Request for Payment shall be accompanied by (x) waivers of liens covering that part of the Work previously paid for, if any (y) a title search or by other evidence reasonably satisfactory to Beneficiary that no mechanic’s or materialmen’s liens or other similar liens for labor or materials supplied in connection with the Work have been filed against the Property and not discharged of record (subject to Trustor’s right to contest the same pursuant to the terms of Section 2.4(a) above), and (z) an endorsement to Beneficiary’s title policy (to the extent available) insuring that no encumbrance exists on or affects the Property other than the Permitted Exceptions; and
(iii)    The final Request for Payment shall be accompanied by (A) a final certificate of occupancy or other evidence of approval of appropriate governmental authorities for the use and occupancy of the Improvements, (B) evidence that the Restoration has been completed substantially in accordance with the Approved Plans and Specifications and all Requirements, (C) evidence that the costs of the Restoration have been paid in full, and (D) evidence that no mechanic’s or similar liens for labor or material supplied in connection with the Restoration are outstanding against the Property (subject to Trustor’s right to contest the same pursuant to the terms of Section 2.4(a) above), including final waivers of liens covering all of the Work and an endorsement to Beneficiary’s title policy insuring that no encumbrance exists on or affects the Property other than the Permitted Exceptions.
(c)    If (i) within sixty (60) days after the occurrence of any damage, destruction or condemnation requiring Restoration, Trustor fails to submit to Beneficiary and receive Beneficiary’s approval of plans and specifications or fails to deposit with Beneficiary the additional amount necessary to accomplish the Restoration as provided in subparagraph (a) above, or (ii) after such plans and specifications are approved by all such governmental authorities and Beneficiary, Trustor fails to commence promptly or diligently and in good faith continue to completion the Restoration, or (iii) Trustor becomes delinquent in payment to mechanics, materialmen or others for the costs incurred in connection with the Restoration (subject to Trustor’s right to contest the same pursuant to the terms of Section 2.4(a) above), or (iv) there exists an Event of Default, then, in addition to all of the rights herein set forth and after ten (10) days’ written notice of the non‑fulfillment of one or more of these conditions,

29
DEED OF TRUST


Beneficiary may apply the Restoration Funds to reduce the Secured Indebtedness in such order as Beneficiary may reasonably determine, and at Beneficiary’s option and in its sole discretion, Beneficiary may declare the Secured Indebtedness due and payable on a date which is ninety (90) days after Beneficiary’s written demand therefor, together with the Prepayment Fee; provided, however, that unless the applicable damage, destruction or condemnation occurs during the last year of the term of the Loan, Beneficiary shall not be entitled to declare the entire Secured Indebtedness together with the Prepayment Fee due and payable if the cost of the Restoration will not exceed $10,000,000.00, as reasonably determined by Beneficiary.
ARTICLE 8
REPRESENTATIONS OF TRUSTOR
8.1    ERISA. Trustor hereby represents, warrants and agrees that: (i) it is acting on its own behalf and that it is not an employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which is subject to Title I of ERISA, nor a plan as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (each of the foregoing hereinafter referred to collectively as a “Plan”); (ii) Trustor’s assets do not constitute “plan assets” of one or more such Plans within the meaning of Department of Labor Regulation Section 2510.3-101; and (iii) it will not be reconstituted as a Plan or as an entity whose assets constitute “plan assets.”
8.2    NON-RELATIONSHIP. Trustor hereby represents and warrants that neither Trustor nor any general partner, director, principal, member or officer of Trustor nor, to Trustor’s knowledge, any person who is a Trustor’s Constituent (as defined in Section 8.3) is (i) a director or officer of Metropolitan Life Insurance Company (“MetLife”), (ii) a parent, son or daughter of a director or officer of MetLife, or a descendent of any of them, (iii) a stepparent, adopted child, stepson or stepdaughter of a director or officer of MetLife, or (iv) a spouse of a director or officer of MetLife.
8.3    NO ADVERSE CHANGE. Trustor hereby represents and warrants that:
(a)    There has been no material adverse change from the conditions shown in the application submitted for the Loan by Trustor (the “Application”) or in the materials submitted in connection with the Application in the credit rating or financial condition of Trustor or the direct general partners, shareholders or members of Trustor, respectively as the case may be (collectively, “Trustor’s Constituents”).
(b)    Trustor has delivered to Beneficiary true and correct copies of all Trustor’s organizational documents and except as expressly approved by Beneficiary in writing, there have been no changes in Trustor’s Constituents since the date that the Application was executed by Trustor.
(c)    Neither Trustor nor any of the Trustor’s Constituents is involved in any bankruptcy, reorganization, insolvency, dissolution or liquidation proceeding, and to the best knowledge of Trustor, no such proceeding is contemplated or threatened.

30
DEED OF TRUST


(d)    Trustor has received reasonably equivalent value for the granting of this Deed of Trust.
(e)    Neither Trustor nor any of Trustor’s Constituents has been convicted of, or been indicted for, a felony criminal offense.
(f)    Neither Trustor nor any of Trustor’s Constituents is in default under any mortgage, deed of trust, note, loan or credit agreement.
(g)    Neither Trustor nor any of Trustor’s Constituents is involved in any litigation, arbitration, or other proceeding or governmental investigation pending which if determined adversely would materially adversely affect Trustor’s ability to perform in accordance with the Loan Documents.
8.4    FOREIGN INVESTOR. Trustor hereby represents and warrants that (a) neither Trustor nor any partner, member or shareholder of Trustor is a “foreign person” within the meaning of Sections 1445 and 7701 of the Internal Revenue Code of 1986, as amended, or the Regulations promulgated thereunder, and (b) Trustor is not a “disregarded entity” within the meaning of such Code or Regulations, and in the event Trustor becomes (whether through transfer, merger, reorganization, restructuring or otherwise) a “disregarded entity,” the one hundred percent (100%) owner of such “disregarded entity” will not be a “foreign person” within the meaning of Sections 1445 and 7701 of the Code.
8.5    U.S. PATRIOT ACT.
(a)     Trustor hereby represents and warrants that either (a) Trustor is (i) regulated by the SEC, FINRA, or the Federal Reserve (a “Regulated Entity”) or (ii) a wholly owned subsidiary or affiliate of a Regulated Entity, or (b) neither Trustor nor any partner, member or shareholder of Trustor is, and no legal or beneficial interest in a partner, member or shareholder of Trustor, that in each case directly or indirectly controls Trustor or has a direct or indirect ownership interest in Trustor of twenty-five percent (25%) or more, is or will be held, directly or indirectly, by a person or entity that appears on a list of individuals and/or entities for which transactions are prohibited by the United States Treasury Office of Foreign Assets Control or any similar list maintained by any other governmental authority, with respect to which entering into transactions with such a person or entity would violate the U.S. Patriot Act or regulations or any Presidential Executive Order or any other similar applicable law, ordinance, order, rule or regulation and shall provide evidence as reasonably requested by Beneficiary from time to time to confirm compliance.
(b)    The following items shall be the only items required as evidence of compliance with this Section 8.5 (collectively, the “OFAC Information”): (a) Trustor’s organizational chart showing the names and percentage of direct or indirect ownership of an entity or person that owns, directly or indirectly, more than twenty-five percent (25%) of Trustor (each, a “Compliance Party”); (b) for any entities, organizational structure charts and organizational documents; (c) for each Compliance Party, the legal name of applicable

31
DEED OF TRUST


Compliance Party, including type of entity and place of organization; (d) the applicable Compliance Party’s tax identification number; (e) indication of whether the entity is publicly traded and if so, indication of its regulator (SEC, FINRA or Federal Reserve); (f) a description of the nature of the applicable Compliance Party’s business; (g) the applicable Compliance Party’s physical business address or individual personal address, as applicable (specifically excluding any P.O. box addresses); (h) a contact name and telephone number for the applicable Compliance Party; (i) if the applicable Compliance Party is an individual, such individual’s phone number together with a valid identification upon Beneficiary’s request; and (j) a description of the Compliance Party’s source of funds for any equity interest.
ARTICLE 9
EXCULPATION AND LIABILITY
9.1    LIABILITY OF TRUSTOR.
(a)    Upon the occurrence of an Event of Default, except as provided in this Article 9, Beneficiary will look solely to the Property and the security under the Loan Documents for the repayment of the Secured Indebtedness and will not enforce a deficiency judgment against Trustor. However, nothing contained in this provision shall limit the rights of Beneficiary to proceed against Trustor and/or the Liable Party (but not any of their respective constituent members, partners, or shareholders direct or indirect, other than Liable Party under the Guaranty), if any, (i) to enforce any leases entered into by Trustor or its affiliates as a tenant under any of the Leases; (ii) to recover damages for fraud, material misrepresentation, material breach of warranty (and in order to recover from Liable Party, material, intentional misrepresentation or material, intentional breach of warranty) or intentional material physical waste; (iii) to recover any condemnation proceeds or insurance proceeds or other similar funds which have been misapplied by Trustor in violation of the Loan Documents or which, under the terms of the Loan Documents, should have been paid to Beneficiary; (iv) to recover (A) any tenant security deposits, tenant letters of credit or other tenant deposits or tenant termination, restoration, or signage fees or other similar fees paid to Trustor in connection with the Property and that are not applied as expressly set forth in the Loan Documents, or (B) prepaid rents for a period of more than 30 days after an Event of Default; (v) to recover Rents and Profits received by Trustor after the first day of the month in which an Event of Default occurs and prior to the date Beneficiary acquires title to the Property which have not been applied to the Loan or in accordance with the Loan Documents to operating and maintenance expenses of the Property; (vi) to recover solely from Trustor (and not Liable Party with respect to this Section 9(a)(vi)) damages, costs and expenses arising from, or in connection with, Article 6 of this Deed of Trust pertaining to hazardous materials or the Indemnity Agreement; (vii) with respect to Trustor only (and not Liable Party), to recover all amounts due and payable pursuant to Sections 11.6 and 11.7 of this Deed of Trust and any amount expended by Beneficiary in connection with the foreclosure of this Deed of Trust; (viii) to recover costs and damages arising from Trustor’s failure to pay any Premiums or Impositions in the event Trustor is not required to deposit such amounts with Beneficiary pursuant to Section 2.5 of this Deed of Trust; and (ix) to recover damages arising from Trustor’s failure to comply with Section 8.1 of this Deed of Trust pertaining to ERISA.

32
DEED OF TRUST


(b)    The limitation of liability in Section 9(a) shall not apply and the Loan will be a recourse loan to the Trustor and to Liable Party (but not any of their respective constituent members, partners, or shareholders direct or indirect, other than Liable Party under the Guaranty), in the event that Trustor commences a voluntary bankruptcy or insolvency proceeding or is involved in a collusive involuntary bankruptcy or insolvency proceeding, which is not dismissed within one hundred twenty (120) days of filing. In addition, this agreement shall not waive any rights which Beneficiary would have under any provisions of the U.S. Bankruptcy Code to file a claim for the full amount of the Secured Indebtedness or to require that the Property shall continue to secure all of the Secured Indebtedness.
(c)    The limitation of liability in Section 9(a) shall not apply and the Loan shall be fully recourse to Trustor and the Liable Party (but not any of their respective constituent members, partners, or shareholders, direct or indirect, other than Liable Party under the Guaranty), in the event there is a voluntary Transfer or voluntary Secondary Financing except as permitted in the Loan Documents or as otherwise approved in writing by Beneficiary. For purposes of this paragraph, “Transfers” shall only refer to transfers of ownership of the Property or of ownership in entities directly or indirectly owning the Property, in each case which is voluntary.
(d)    Notwithstanding the foregoing, in the event that Trustor fails to maintain or replace the Interest Rate Cap Agreement as and when required under this Deed of Trust or under the terms of the Interest Rate Cap Agreement, at Beneficiary’s sole option, Trustor and Liable Party (but not any of their respective constituent members, partners, or shareholders, direct or indirect, other than Liable Party under the Guaranty), shall be liable on a recourse basis for all actual damages, costs, expenses, or liabilities (including reasonable attorneys’ fees that Beneficiary may incur as a result of such failure and the limitation on liability set forth in Section 11(a) of the Note and Section 9.1(a) of this Deed of Trust shall not be applicable thereto; provided however, that in no event shall Trustor or Liable Party be liable for consequential damages arising out of such failure, including, without limitation, punitive damages, incidental damages, lost profits or opportunity costs.
ARTICLE 10
CHANGE IN OWNERSHIP, CONVEYANCE OF PROPERTY
10.1    CONVEYANCE OF PROPERTY, CHANGE IN OWNERSHIP AND COMPOSITION.
(a)    Trustor shall not cause or permit: (i) the Property or any direct or indirect interest in the Property, to be conveyed, transferred, assigned, encumbered, sold or otherwise disposed of; (ii) any transfer, assignment or conveyance of any direct or indirect interest in Trustor or in the partners, shareholders, members or beneficiaries of Trustor or of any of Trustor’s direct or indirect constituents; or (iii) any merger, reorganization, dissolution or other change in the ownership structure of Trustor or any of the direct or indirect general partners, shareholders, members or beneficiaries of Trustor, including, without limitation, any conversion of Trustor or any direct or indirect general partner, shareholder, member, or beneficiary of

33
DEED OF TRUST


Trustor from one type of entity to a different type of entity (collectively, a “Transfer” or “Transfers”).
(b)    The prohibitions on Transfers shall not be applicable to (i) Transfers as a result of the death of a natural person who is Trustor; or (ii) Transfers in connection with estate planning by a natural person to a spouse, son or daughter or descendant of either, or to a stepson or stepdaughter or descendant of either.
(c)    Trustor shall pay all costs and expenses, including reasonable attorneys’ fees and disbursements incurred by Beneficiary, in connection with any Transfer.
(d)    Notwithstanding anything stated to the contrary herein (but subject to the conditions set forth in Section 10.1(e)), any Transfers (or the pledge or encumbrance) of equity interests or other interests in Liable Party, or in any of the direct or indirect owners of Liable Party (including, without limitation, KBS Growth & Income Limited Partnership or KBS Growth & Income REIT, Inc.) shall not be prohibited (and shall be expressly permitted), provided that KBS Growth & Income REIT, Inc. continues to (i) control Trustor and (ii) own, either directly or indirectly, not less than fifty-one (51%) of the ownership interests in Trustor.
(e)    Transfers permitted under Section 10.1(d) are each referred to herein as a “Permitted Transfer” and must satisfy all of the following conditions: (i) at the time of the Permitted Transfer, there is no existing Event of Default, (ii) after giving effect to the Permitted Transfer, Trustor shall continue to be able to make the representations and warranties set forth in Article 8 hereof, (iii) except for transfers of interests in KBS Growth & Income REIT, Inc., Trustor shall have provided Beneficiary the OFAC Information as requested by Beneficiary in order for Beneficiary to conduct due diligence, satisfactory to Beneficiary, confirming the representations and warranties contained in Section 8.5 will remain true after the Permitted Transfer, (iv) Trustor shall pay all costs and expenses incurred by Beneficiary in connection with the Permitted Transfer, including title insurance premiums (as applicable), documentation costs and reasonable attorneys’ fees and costs, and (v) except for transfers of interests in KBS Growth & Income REIT, Inc. (for which no notice shall be required), Beneficiary shall have received written notice of the Permitted Transfer not later than thirty (30) days prior to such contemplated transfer.
(f)    Any Permitted Transfer shall not relieve (i) Trustor of its obligations under the Note or any other Loan Documents, or the Unsecured Indemnity Agreement or (ii) Liable Party of its obligations under the Guaranty or under the Loan Documents to the extent applicable.
10.2    PROHIBITION ON SUBORDINATE FINANCING.
(a)    Trustor shall not incur or permit the incurring of (i) any financing in addition to the Loan that is secured by a lien, security interest or other encumbrance of any part of the Property or (ii) any pledge or encumbrance of a partnership, member or shareholder or

34
DEED OF TRUST


beneficial interest in Trustor or other direct or indirect interest in Trustor (collectively, “Secondary Financing”).
(b)    Notwithstanding the foregoing, provided no Event of Default exists, the following transactions shall not be prohibited (and shall be expressly permitted):
(i)    KBSGI REIT Properties, LLC, KBS Growth & Income Limited Partnership and KBS Growth & Income REIT, Inc. shall each be permitted to execute swap agreements, swap guaranties and other guaranties and/or indemnity agreements for their respective subsidiaries, so long as the Property, any other assets of Trustor (including, without limitation, cash flow from the Property), or the direct membership interest in the Trustor or the Trustor’s sole member is not pledged to secure such agreements; and
(ii)    KBS Growth & Income Limited Partnership and KBS Growth & Income REIT, Inc. shall be permitted to obtain loans from, or incur indebtedness to any third-party lender (each a “Secondary Loan”) and pledge their respective interests in KBS Growth & Income Limited Partnership and KBSGI REIT Properties, LLC as security for any Secondary Loan provided that (x) neither Trustor nor Trustor’s sole member’s membership interest is pledged to secure such Secondary Loan and (y) any default under a Secondary Loan resulting in a foreclosure of the pledged interests and a transfer of such interest to the lender of the Secondary Loan shall be an Event of Default.
10.3    RESTRICTIONS ON ADDITIONAL OBLIGATIONS. During the term of the Loan, Trustor shall not, without the prior written consent of Beneficiary, become liable with respect to any indebtedness or other obligation except for (a) the Loan, (b) Leases entered into in the ordinary course of owning and operating the Property for the Use, (c) other liabilities incurred in the ordinary course of owning and operating the Property for the Use but excluding any loans or borrowings, (d) liabilities or indebtedness disclosed in writing to and approved by Beneficiary on or before the Execution Date, and (e) any other single item of indebtedness or liability (but expressly excluding the items listed in clauses (a) through (d) above) which does not exceed $100,000.00 or, when aggregated with other items of indebtedness or liability (but expressly excluding the items listed in clauses (a) through (d) above), does not exceed $200,000.00.
10.4    STATEMENTS REGARDING OWNERSHIP. Trustor agrees to submit or cause to be submitted to Beneficiary within forty-five (45) days after December 31st of each calendar year during the term of this Deed of Trust and ten (10) days after any written request by Beneficiary, a sworn, notarized certificate, signed by an authorized (a) individual who is Trustor or one of the individuals comprising Trustor, (b) member of Trustor, (c) partner of Trustor or (d) officer of Trustor, as the case may be, stating whether (x) any part of the Property, or any interest in the Property, has been conveyed, transferred, assigned, encumbered, or sold, and if so, to whom; (y) any conveyance, transfer, pledge or encumbrance of any interest in Trustor has been made by Trustor and if so, to whom; or (z) there has been any change in the individual(s) comprising Trustor or in the partners, members, or beneficiaries of Trustor (but expressly

35
DEED OF TRUST


excluding any changes in the shareholders of KBS Growth & Income REIT, Inc.) from those on the Execution Date, and if so, a description of such change or changes.
ARTICLE 11
DEFAULTS AND REMEDIES
11.1    EVENTS OF DEFAULT. Any of the following shall be deemed to be a material breach of Trustor’s covenants in this Deed of Trust and shall constitute a default (“Event of Default”):
(a)    The failure of Trustor to pay any installment of principal, interest or principal and interest, any required escrow deposit or any other sum required to be paid under any Loan Document, whether to Beneficiary or otherwise, within ten (10) days after receipt of notice of such failure; provided, however, that Beneficiary shall not be required to provide such notice more than one (1) time in any twelve (12) month period or two (2) times in the aggregate during the term of the Loan. In the event that Beneficiary is no longer required to provide Trustor with such notices of such failure as set forth in the immediately preceding sentence, then the failure of Trustor to pay any installment of principal, interest or principal and interest, any required escrow deposit or any other sum required to be paid under any of the Loan Documents, whether to Beneficiary or otherwise, within ten (10) days of the date when such amount is due shall constitute an Event of Default;
(b)    The failure of Trustor to perform or observe any other term, provision, covenant, condition or agreement under any Loan Document, not specified in the other clauses of this Section 11.1 or not otherwise specified as an Event of Default in this Deed of Trust, within thirty (30) days after receipt of notice of such failure (or such additional time, not to exceed ninety (90) days after receipt of notice of such failure, as may be reasonably required if such failure cannot be cured within thirty (30) days provided Trustor commences to cure such failure within thirty (30) days of receipt of notice of failure and thereafter diligently works to cure the same);
(c)    The filing by Trustor, Liable Party or any Additional Liable Party (an “Insolvent Entity”) of a voluntary petition or application for relief in bankruptcy, the filing against an Insolvent Entity of an involuntary petition or application for relief in bankruptcy which is not dismissed within one hundred twenty (120) days, or an Insolvent Entity’s adjudication as a bankrupt or insolvent, or the filing by an Insolvent Entity of any petition, application for relief or answer seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future federal, state or other statute, law, code or regulation relating to bankruptcy, insolvency or other relief for debtors, or an Insolvent Entity’s seeking or consenting to or acquiescing in the appointment of any trustee, custodian, conservator, receiver or liquidator of an Insolvent Entity or of all or any substantial part of the Property or of any or all of the Rents and Profits, or the making by an Insolvent Entity of any general assignment for the benefit of creditors, or the admission in writing by an Insolvent Entity of its inability to pay its debts generally as they become due;

36
DEED OF TRUST


(d)    If any warranty, representation, certification, financial statement or other information made or furnished pursuant to the terms of the Loan Documents by Trustor, or by any person or entity otherwise liable under any Loan Document, the Unsecured Indemnity Agreement or the Guaranty shall be materially false or materially misleading;
(e)    If Trustor shall suffer or permit the Property, or any part of the Property, to be used in a manner that might (1) impair Trustor’s title to the Property, (2) create rights of adverse use or possession, or (3) constitute an implied dedication of any part of the Property (provided that the foregoing events shall not constitute Events of Default if cured within thirty (30) days after receipt of written notice from Beneficiary or such additional time, not to exceed ninety (90) days after receipt of such notice, as may be reasonably required if such default cannot be cured within thirty (30) days provided Trustor commences to cure such default within thirty (30) days of receipt of notice of default and thereafter diligently works to cure the same).
(f)    The failure of Liable Party to comply with any provisions of the Guaranty within any notice and/or cure period provided therein, or if no notice and/or cure period is provided therein, within thirty (30) days after receipt of written notice of such failure from Beneficiary;
(g)    If the Assignment of Interest Rate Cap Agreement is executed, an Event of Default occurs under the Interest Rate Cap Agreement or the Assignment of Interest Rate Cap Agreement (after the expiration of any applicable notice and cure period) provided, however that the Event of Default hereunder shall automatically terminate upon the cure of the Event of Default under the Interest Rate Cap Agreement or Assignment of Interest Rate Cap Agreement;
(h)    Except as set forth in clause (ii) below, (i) the failure of Trustor to comply with any of the provisions of the Unsecured Indemnity Agreement within thirty (30) days after receipt of written notice of such failure from Beneficiary (or such additional time, not to exceed ninety (90) days after receipt of notice of such failure, as may be reasonably required if such failure cannot be cured within thirty (30) days provided Trustor or such Additional Liable Party, as applicable, commences to cure such failure within thirty (30) days of receipt of notice of failure and thereafter diligently works to cure the same) or (ii) the failure of Trustor to comply with the provisions of the first sentence of Section 4(b) of the Unsecured Indemnity Agreement, within the respective time periods specified therein;
(i)    If there shall occur any breach or violation of Sections 10.1(a) or 10.2(a) of this Deed of Trust; or
11.2    REMEDIES UPON DEFAULT. Upon the happening and during the continuance of an Event of Default, the Secured Indebtedness shall, at the option of Beneficiary, become immediately due and payable, without further notice or demand, and Beneficiary may undertake any one or more of the following remedies in addition to any other remedies under Oregon law:
(a)    Foreclosure. Institute a judicial foreclosure action in accordance with the law of the State, or take any other action as may be allowed, at law or in equity, for the

37
DEED OF TRUST


enforcement of the Loan Documents and realization on the Property or any other security afforded by the Loan Documents. In the case of a judicial proceeding, Beneficiary may proceed to final judgment and execution for the amount of the Secured Indebtedness owed as of the date of the judgment, together with all costs of suit, reasonable attorneys’ fees and interest on the judgment at the lesser of (i) the Default Rate (as defined in the Note) or (ii) the maximum rate permitted by law from the date of the judgment until paid. If Beneficiary is the purchaser at the foreclosure sale of the Property, the foreclosure sale price shall be applied against the total amount due Beneficiary; and/or
(b)    Power of Sale. Institute a non-judicial foreclosure proceeding in compliance with applicable law in effect on the date foreclosure is commenced for the Trustee to sell the Property either as a whole or in separate parcels as Beneficiary(subject to any laws of the State allowing Trustor to direct the order in which parcels are sold) may determine at public sale or sales to the highest bidder for cash, in order to pay the Secured Indebtedness. If the Property is sold as separate parcels, Beneficiary may direct the order in which the parcels are sold. Trustee shall deliver to the purchaser a trustee’s deed or deeds without covenant or warranty, express or implied. Trustee may postpone the sale of all or any portion of the Property in accordance with applicable law, and from time to time may further postpone the sale in accordance with applicable law; and/or
(c)    Entry. Enter into possession of the Property, lease the Improvements, collect all Rents and Profits and, after deducting all costs of collection and administration expenses, apply the remaining Rents and Profits in such order and amounts as Beneficiary, in Beneficiary’s sole discretion, may elect to the payment of Impositions, operating costs, costs of maintenance, restoration and repairs, Premiums and other charges, including, but not limited to, costs of leasing the Property and reasonable fees and costs of counsel and receivers, and in reduction of the Secured Indebtedness; and/or
(d)    Receivership. Have a receiver appointed to enter into possession of the Property, lease the Property, collect the Rents and Profits and apply them as the appropriate court may direct. Beneficiary shall be entitled to the appointment of a receiver without the necessity of proving either the inadequacy of the security or the insolvency of Trustor or Liable Party. Trustor and Liable Party shall be deemed to have consented to the appointment of the receiver and hereby agree not to object to such appointment. The collection or receipt of any of the Rents and Profits by Beneficiary or any receiver shall not affect or cure any Event of Default. Beneficiary’s rights hereunder include its rights under Oregon Law.
11.3    APPLICATION OF PROCEEDS OF SALE. To the fullest extent permitted by applicable law, Trustee shall apply the proceeds of the sale to payment of:  (a) the costs and expenses of exercising the power of sale and of the sale, including the payment of the Trustee’s and attorneys’ fees; (b) the cost of any evidence of title procured in connection with such sale; (c) all sums expended under the terms of this Deed of Trust not then repaid, with accrued interest at the interest rate provided in the Note from date of expenditure; (d) all other sums then secured by this Deed of Trust; and (e) the remainder, if any, to the person or persons legally entitled thereto.  Subject to the foregoing, in the event of a sale of the Property pursuant to Section 11.2

38
DEED OF TRUST


of this Deed of Trust, to the extent permitted by law, Beneficiary shall determine in its sole discretion the order in which the proceeds from the sale shall be applied to the payment of the Secured Indebtedness, including without limitation, the expenses of the sale and of all proceedings in connection with the sale, including reasonable attorneys’ fees and expenses; Impositions, Premiums, liens, and other charges and expenses; the outstanding principal balance of the Secured Indebtedness; any accrued interest; any Prepayment Fee; and any other amounts owed under any of the Loan Documents.
11.4    WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW, TRUSTOR AND BENEFICIARY HEREBY WAIVE THEIR RESPECTIVE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING AND/OR HEARING ON ANY MATTER WHATSOEVER ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THE NOTE, THIS DEED OF TRUST OR ANY OF THE LOAN DOCUMENTS, OR THE ENFORCEMENT OF ANY REMEDY UNDER ANY LAW, STATUTE, OR REGULATION. Neither party will seek to consolidate any such action in which a jury has been waived, with any other action in which a jury trial cannot or has not been waived. Each party has received the advice of counsel with respect to this waiver.
11.5    BENEFICIARY’S RIGHT TO PERFORM TRUSTOR’S OBLIGATIONS. Trustor agrees that, if Trustor fails to perform any act or to pay any money which Trustor is required to perform or pay under the Loan Documents, following the expiration of any applicable notice or grace period provided herein, Beneficiary may make the payment or perform the act at the cost and expense of Trustor and in Trustor’s name or in its own name. Any money paid by Beneficiary under this Section 11.5 shall be reimbursed to Beneficiary in accordance with Section 11.6.
11.6    BENEFICIARY REIMBURSEMENT. All payments made, or funds expended or advanced by Beneficiary pursuant to the provisions of any Loan Document, shall (1) become a part of the Secured Indebtedness, (2) bear interest at the Interest Rate (as defined in the Note) from the date such payments are made or funds expended or advanced, (3) become due and payable by Trustor upon demand by Beneficiary, and (4) bear interest at the Default Rate from the date of such demand. Trustor shall reimburse Beneficiary within ten (10) days after receipt of written demand for such amounts.
11.7    FEES AND EXPENSES. If Beneficiary becomes a party (by intervention or otherwise) to any action or proceeding affecting, directly or indirectly, Trustor, the Property or the title thereto or Beneficiary’s interest under this Deed of Trust, or employs an attorney to collect any of the Secured Indebtedness or to enforce performance of the obligations, covenants and agreements of the Loan Documents, Trustor shall reimburse Beneficiary in accordance with Section 11.6 for all expenses, costs, charges and legal fees incurred by Beneficiary (including, without limitation, the fees and expenses of experts and consultants), whether or not suit is commenced.
11.8    WAIVER OF CONSEQUENTIAL DAMAGES. Trustor covenants and agrees that in no event shall Beneficiary be liable for consequential damages, and to the fullest extent

39
DEED OF TRUST


permitted by law, Trustor expressly waives all existing and future claims that it may have against Beneficiary for consequential damages.
11.9    INDEMNIFICATION OF TRUSTEE. To the extent permitted by applicable law, except for gross negligence and willful misconduct, Trustee shall not be liable for any act or omission or error of judgment. Trustee may rely on any document believed by it in good faith to be genuine. All money received by Trustee shall be held in trust, but need not be segregated (except to the extent required by law), until used or applied as provided in this Deed of Trust. To the extent permitted by applicable law, Trustee shall not be liable for interest on the money. Trustor shall protect, indemnify and hold harmless Trustee against all liability and expenses which Trustee may incur in the performance of its duties.
11.10    ACTIONS BY TRUSTEE. At any time, upon written request of Beneficiary and presentation of this Deed of Trust and the Note for endorsement, and without affecting the personal liability of any entity or the Liable Parties for payment of the Secured Indebtedness or the effect of this Deed of Trust upon the remainder of the Property, Trustee may take such actions as Beneficiary may request which are permitted by this Deed of Trust or by applicable law.
11.11    SUBSTITUTION OF TRUSTEE. Beneficiary has the power and shall be entitled, at any time and from time to time, to remove Trustee or any successor trustee and to appoint another trustee in the place of Trustee or any successor trustee, by an instrument recorded in the Official Records of the county or counties where the Property is located. The recorded instrument completed in compliance with applicable law shall be conclusive proof of the proper substitution and appointment of the successor Trustee without the necessity of any conveyance from the predecessor Trustee.
ARTICLE 12
TRUSTOR AGREEMENTS AND FURTHER ASSURANCES
12.1    PARTICIPATION AND SALE OF LOAN.
(a)    Beneficiary may from time to time sell, transfer or assign all or any portion of its interest or one or more participation interests in the Loan, the Loan Documents, the Unsecured Indemnity Agreement and the Guaranty at any time and from time to time, including, without limitation, its rights and obligations as servicer of the Loan (provided that Beneficiary shall notify Trustor in writing within thirty (30) days after transferring its responsibilities as servicer of the Loan). Beneficiary may issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement, including depositing the Loan Documents with a trust that may issue securities (the “Securities”). Beneficiary may forward to each purchaser, transferee, assignee, servicer, participant, or investor in such Securities (collectively, the “Investor”) or any Rating Agency rating such Securities and each prospective Investor, all documents and information which Beneficiary now has or may hereafter acquire relating to the Secured Indebtedness and to Trustor

40
DEED OF TRUST


or any Liable Parties and the Property, whether furnished by Trustor, any Liable Parties or otherwise, as Beneficiary determines necessary or desirable.
(b)    Beneficiary, without in any way limiting Beneficiary’s other rights hereunder, in its sole and absolute discretion (and at its sole cost and expense), shall have the right to divide the Loan into two or more tranches which may be evidenced by two or more notes, which notes may be pari passu or senior/subordinate, provided that (i) the aggregate principal amount of the notes immediately following such division shall equal the outstanding principal balance of the Loan and (ii) the weighted average interest rate of the Loan immediately following such division shall equal the interest rate which was applicable to the Loan immediately prior to such division. Trustor shall cooperate (at no cost, potential liability or expense to Trustor) with reasonable requests of Beneficiary in order to divide the Loan and shall execute and deliver such documents as shall reasonably be required by Beneficiary in connection therewith, including, without limitation, new notes to replace the original Note, all in form and substance reasonably satisfactory to Beneficiary, provided that such documents shall contain terms, provisions and clauses (x) no less favorable to Trustor (except to a de minimis extent) than those contained herein and in the Note, and (y) which do not (except to a de minimis extent) increase Trustor’s obligations hereunder or decrease Trustor’s rights under the Loan Documents. If Beneficiary redefines the interest rate, the amount of interest payable under the modified notes, in the aggregate, shall at all times equal the amount of interest which would have been payable under the Note at the Interest Rate. In the event Trustor fails to execute and deliver such documents to Beneficiary within five (5) business days following such request by Beneficiary, Trustor hereby absolutely and irrevocably appoints Beneficiary as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Trustor ratifying all that such attorney shall do by virtue thereof. Beneficiary shall reimburse Trustor for Trustor’s reasonable and verified third-party attorneys’ fees related to Trustor’s cooperation under this Section 12.1(b).
(c)    Trustor will reasonably cooperate with Beneficiary and the Rating Agencies (at no cost, potential liability or expense) in furnishing such information and providing such other assistance, estoppel certificates, reports and legal opinions as Beneficiary may reasonably request in connection with any such transaction. In addition, Trustor acknowledges that Beneficiary may release or disclose to potential purchasers or transferees of the Loan, or potential participants in the Loan, originals or copies of the Loan Documents, title information, engineering reports, financial statements, operating statements, appraisals, Leases, rent rolls, and all other materials, documents and information in Beneficiary’s possession or which Beneficiary is entitled to receive under the Loan Documents, with respect to the Loan, Trustor, Liable Party or the Property. Subject to the provisions outlined in Section 4.3(d), Trustor shall also furnish to such Investors or such prospective Investors or such Rating Agency any and all information concerning the Property, the Leases, and the financial condition of Trustor or Liable Party as may be requested by Beneficiary, any Investor or any prospective Investor or any Rating Agency in connection with any sale, transfer or participation interest. Beneficiary shall reimburse Trustor for Trustor’s reasonable and verified third-party attorneys’ fees related to Trustor’s cooperation under this Section 12.1(c).

41
DEED OF TRUST


12.2    REPLACEMENT OF NOTE. Upon written notice to Trustor of the loss, theft, destruction or mutilation of the Note, Trustor will execute and deliver, in lieu of the original Note, a replacement note, identical in form and substance to the Note and dated as of the Execution Date. Upon the execution and delivery of the replacement note, all references in any of the Loan Documents to the Note shall refer to the replacement note.
12.3    TRUSTOR’S ESTOPPEL. Within ten (10) days after a written request by Beneficiary, Trustor and Liable Party shall furnish an acknowledged written statement in form reasonably satisfactory to Beneficiary (a) setting forth the amount of the Secured Indebtedness, (b) stating either that no offsets or defenses exist against the Secured Indebtedness, or if any offsets or defenses are alleged to exist, their nature and extent, (c) stating whether any default then exists under the Loan Documents or any event has occurred and is continuing, which, with the lapse of time, the giving of notice, or both, would constitute such a default, (d) stating any other matters as Beneficiary may reasonably request, and (e) providing any documents therewith that Beneficiary may reasonably request, provided that any such other documents do not obligate Trustor to incur any liability, potential liability or additional cost or expense.
12.4    FURTHER ASSURANCES. Trustor shall, without expense to Beneficiary and/or Trustee, execute, acknowledge and deliver all further acts, deeds, conveyances, mortgages, deeds of trust, assignments, security agreements, and financing statements as Beneficiary and/or Trustee shall from time to time reasonably require, to assure, convey, assign, transfer and confirm unto Beneficiary and/or Trustee the Property and rights conveyed or assigned by this Deed of Trust or which Trustor may become bound to convey or assign to Beneficiary and/or Trustee, or for carrying out the intention or facilitating the performance of the terms of this Deed of Trust or any of the other Loan Documents, or for filing, refiling, registering, reregistering, recording or rerecording this Deed of Trust. If Trustor fails to comply with the terms of this Section, Beneficiary may, at Trustor’s expense, perform Trustor’s obligations for and in the name of Trustor, and Trustor hereby irrevocably appoints Beneficiary as its attorney‑in‑fact to do so. The appointment of Beneficiary as attorney-in-fact is coupled with an interest.
12.5    SUBROGATION. Beneficiary shall be subrogated to the lien of any and all encumbrances against the Property paid out of the proceeds of the Loan and to all of the rights of the recipient of such payment.
ARTICLE 13
SECURITY AGREEMENT
13.1    SECURITY AGREEMENT. THIS DEED OF TRUST CREATES A LIEN ON THE PROPERTY. IN ADDITION, TO THE EXTENT THE PROPERTY IS PERSONAL PROPERTY OR FIXTURES UNDER APPLICABLE LAW, THIS DEED OF TRUST CONSTITUTES A SECURITY AGREEMENT UNDER THE OREGON UNIFORM COMMERCIAL CODE (THE “U.C.C.”) AND ANY OTHER APPLICABLE LAW WITH RESPECT TO THE PERSONAL PROPERTY AND IS FILED AS A FIXTURE FILING WITH RESPECT TO GOODS WHICH ARE OR ARE TO BECOME FIXTURES ON THE LAND OR THE IMPROVEMENTS. UPON THE OCCURRENCE OF AN EVENT OF DEFAULT,

42
DEED OF TRUST


BENEFICIARY MAY, AT ITS OPTION, PURSUE ANY AND ALL RIGHTS AND REMEDIES AVAILABLE TO A SECURED PARTY WITH RESPECT TO ANY PORTION OF THE PROPERTY, AND/OR BENEFICIARY MAY, AT ITS OPTION, PROCEED AS TO ALL OR ANY PART OF THE PROPERTY IN ACCORDANCE WITH BENEFICIARY’S RIGHTS AND REMEDIES WITH RESPECT TO THE LIEN CREATED BY THIS DEED OF TRUST. THIS FINANCING STATEMENT SHALL REMAIN IN EFFECT AS A FIXTURE FILING UNTIL THIS DEED OF TRUST IS RELEASED OR SATISFIED OF RECORD. WITH RESPECT TO SUCH FIXTURE FILING, THE FOLLOWING INFORMATION IS PROVIDED:
Name of Debtor:
KBSGI 421 SW 6th Avenue, LLC
Address of Debtor:
c/o KBS Capital Advisors LLC
800 Newport Center Drive, Suite 700
Newport Beach, California 92660
Attention: Todd Smith, VP, Controller REIT Corporate Accounting
Name of Secured Party:
Metropolitan Life Insurance Company, a New York corporation
Address of Secured Party:
425 Market Street, Suite 1050
San Francisco, California 94105
Attention: Vice President
13.2    REPRESENTATIONS AND WARRANTIES. Trustor warrants, represents and covenants as follows:
(a)    To the best knowledge of Trustor, Trustor owns the Personal Property free from any lien, security interest, encumbrance or adverse claim, except as otherwise expressly approved by Beneficiary in writing. Trustor will notify Beneficiary of, and will protect, defend and indemnify Beneficiary against, all claims and demands of all persons at any time claiming any rights or interest in the Personal Property.
(b)    To the best knowledge of Trustor, the Personal Property has not been used, and shall not be used or bought for personal, family, or household purposes, but shall be bought and used solely for the purpose of carrying on Trustor’s business.
(c)    Trustor will not remove the Personal Property without the prior written consent of Beneficiary (which consent shall not be unreasonably withheld, conditioned or delayed), except the items of Personal Property which are consumed or worn out in ordinary usage shall be promptly replaced by Trustor with other Personal Property of value equal to or greater than the value of the replaced Personal Property.
13.3    CHARACTERIZATION OF PROPERTY. The grant of a security interest to Beneficiary in this Deed of Trust shall not be construed to limit or impair the lien of this Deed of

43
DEED OF TRUST


Trust or the rights of Beneficiary with respect to any property which is real property or which the parties have agreed to treat as real property. To the fullest extent permitted by law, everything used in connection with the production of Rents and Profits is, and at all times and for all purposes and in all proceedings, both legal and equitable, shall be regarded as real property, irrespective of whether or not the same is physically attached to the Land and/or the Improvements.
13.4    PROTECTION AGAINST PURCHASE MONEY SECURITY INTERESTS. It is understood and agreed that in order to protect Beneficiary from the effect of U.C.C. Section 9-334 (ORS 79.0334), as amended from time to time and as enacted in the State, in the event that Trustor intends to purchase any goods which may become fixtures attached to the Property, or any part of the Property, and such goods will be subject to a purchase money security interest held by a seller or any other party:
(a)    Before executing any security agreement or other document evidencing or perfecting the security interest, Trustor shall obtain the prior written approval of Beneficiary. All requests for such written approval shall be in writing and contain the following information: (i) a description of the fixtures; (ii) the address at which the fixtures will be located; and (iii) the name and address of the proposed holder and proposed amount of the security interest.
(b)    Trustor shall pay all sums and perform all obligations secured by the security agreement. If Trustor fails to make any payment on an obligation secured by a purchase money security interest in the Personal Property or any fixtures, Beneficiary, at its option, may pay the secured amount and Beneficiary shall be subrogated to the rights of the holder of the purchase money security interest.
(c)    Beneficiary shall have the right to acquire by assignment from the holder of the security interest for the Personal Property or fixtures, all contract rights, accounts receivable, negotiable or non‑negotiable instruments, or other evidence of indebtedness and to enforce the security interest as assignee.
(d)    The provisions of subparagraphs (b) and (c) of this Section 13.4 shall not apply if the goods which may become fixtures are of at least equivalent value and quality as the Personal Property being replaced and if the rights of the party holding the security interest are expressly subordinated to the lien and security interest of this Deed of Trust in a manner satisfactory to Beneficiary.
ARTICLE 14
MISCELLANEOUS COVENANTS
14.1    NO WAIVER. No single or partial exercise by Beneficiary and/or Trustee, or delay or omission in the exercise by Beneficiary and/or Trustee, of any right or remedy under the Loan Documents shall preclude, waive or limit the exercise of any other right or remedy. Beneficiary shall at all times have the right to proceed against any portion of, or interest in, the Property without waiving any other rights or remedies with respect to any other portion of the

44
DEED OF TRUST


Property. No right or remedy under any of the Loan Documents is intended to be exclusive of any other right or remedy but shall be cumulative and may be exercised concurrently with or independently from any other right and remedy under any of the Loan Documents or under applicable law.
14.2    NOTICES. All notices, demands and requests given or required to be given by, pursuant to, or relating to, this Deed of Trust shall be in writing. All notices shall be deemed to have been properly given if mailed by United States registered or certified mail, with return receipt requested, postage prepaid, or by United States Express Mail or other comparable overnight courier service to the parties at the addresses set forth in the Defined Terms (or at such other addresses as shall be given in writing by any party to the others) and shall be deemed complete upon receipt or refusal to accept delivery as indicated in the return receipt or in the receipt of such United States Express Mail or courier service.
14.3    HEIRS AND ASSIGNS; TERMINOLOGY.
(a)    This Deed of Trust and all other Loan Documents are binding upon Trustor, Beneficiary, and Trustee, their heirs, representatives, administrators, executors, successors and permitted assigns and inures to the benefit of and is enforceable by Beneficiary, its successors, endorsees and assigns (including, without limitation, any entity to which Beneficiary assigns or sells all or any portion of its interest in the Loan). Unless expressly otherwise provided herein, the term “Trustor” shall include both the original Trustor and any subsequent owner or owners of any of the Property. The term “Beneficiary” shall include both the original Beneficiary and any subsequent holder or holders of the Note. The term “Trustee” shall include both the original Trustee and any subsequent successor or additional trustee(s) acting under this Deed of Trust. The term “Liable Party” shall include both the original Liable Party and any subsequent or substituted Liable Party(ies).
(b)    In this Deed of Trust, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural.
14.4    SEVERABILITY. If any provision of this Deed of Trust should be held unenforceable or void, then that provision shall be separated from the remaining provisions and shall not affect the validity of this Deed of Trust except that if the unenforceable or void provision relates to the payment of any monetary sum, then, Beneficiary may, at its option, declare the Secured Indebtedness immediately due and payable.
14.5    APPLICABLE LAW. This Deed of Trust shall be construed and enforced in accordance with the laws of the State.
14.6    CAPTIONS. The captions are inserted only as a matter of convenience and for reference, and in no way define, limit, or describe the scope or intent of any provisions of this Deed of Trust.

45
DEED OF TRUST


14.7    TIME OF THE ESSENCE. Time shall be of the essence with respect to all of Trustor’s obligations under this Deed of Trust and the other Loan Documents.
14.8    NO MERGER. In the event that Beneficiary should become the owner of the Property, there shall be no merger of the estate created by this Deed of Trust with the fee estate in the Property.
14.9    NO MODIFICATIONS. This Deed of Trust may not be changed, amended or modified, except in a writing expressly intended for such purpose and executed by Trustor and Beneficiary.
14.10    ENTIRE AGREEMENT. This Deed of Trust, the Note, the other Loan Documents, the Guaranty and the Unsecured Indemnity Agreement (collectively, the “Written Agreements”) constitute a final expression of the agreement between Trustor and Beneficiary and the Written Agreements may not be contradicted by evidence of any alleged oral agreement or understanding, and all understandings, oral representations and agreements heretofore or simultaneously had among the parties are merged in, and are contained in, such documents and instruments.
14.11    NO THIRD PARTY BENEFICIARIES. Nothing contained herein is intended or shall be deemed to create or confer any rights upon any third person not a party hereto, whether as a third‑party beneficiary or otherwise, except as expressly provided herein.
14.12    ORAL LOAN AGREEMENTS. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY BENEFICIARY CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY LENDER TO BE ENFORCEABLE.
14.13    NON-RESIDENTIAL TRUST DEED. Trustor represents that this Deed of Trust is not a “residential trust deed” as defined in ORS 86.705(6).
[Remainder of Page Intentionally Left Blank]


46
DEED OF TRUST


IN WITNESS WHEREOF, Trustor has executed this Deed of Trust, or has caused this Deed of Trust to be executed by its duly authorized representative as of the Execution Date.
KBSGI 421 SW 6TH AVENUE, LLC,
a Delaware limited liability company

By:
KBSGI REIT ACQUISITION II, LLC,
a Delaware limited liability company,
its sole member
By:
KBSGI REIT PROPERTIES, LLC,
a Delaware limited liability company,
its sole member
By:
KBS GROWTH & INCOME LIMITED PARTNERSHIP,
a Delaware limited partnership,
its sole member
By:
KBS GROWTH & INCOME REIT, INC.,
a Maryland corporation,
its general partner
By:
/s/ Charles J. Schreiber, Jr.
Charles J. Schreiber, Jr.,
Chief Executive Officer


















S-1
DEED OF TRUST


ACKNOWLEDGMENT

A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.



STATE OF CALIFORNIA        )
) ss.
COUNTY OF Orange            )

On June 23, 2016, before me, K. Godin, Notary Public, personally appeared Charles J. Schreiber, Jr., who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.



Signature /s/ K. Godin (Seal)



S-2
DEED OF TRUST


EXHIBIT A
PROPERTY DESCRIPTION
All that certain real property situated in the County of Multnomah, State of Oregon, described as follows:

Lots 1, 2, 3 and 4, Block 176, CITY OF PORTLAND, in the City of Portland, County of Multnomah and State of Oregon.



Exhibit A - 1
DEED OF TRUST


EXHIBIT B

COLLATERAL ASSIGNMENT OF INTEREST RATE CAP AGREEMENT
DEFINED TERMS
Execution Date:  ____________, _________
Loan: A first mortgage loan in the amount of up to $47,400,000.00 from Lender to Borrower.
Borrower & Address:
KBSGI 421 SW 6th Avenue, LLC
c/o KBS Capital Advisors LLC
800 Newport Center Drive, Suite 700
Newport Beach, California 92660
Attention: Clint Copulos, Vice President of Asset Management

With a copy to: KBSGI 421 SW 6th Avenue, LLC
c/o KBS Capital Advisors LLC
800 Newport Center Drive, Suite 700
Newport Beach, California 92660
Attention: Todd Smith, VP, Controller REIT Corporate Accounting

And to:                            KBSGI 421 SW 6th Avenue, LLC
c/o KBS Capital Advisors LLC
800 Newport Center Drive, Suite 700
Newport Beach, California 92660
Attention: James Chiboucas, Esq., Vice Chairman and Chief    Legal Officer

And to:                            Greenberg Traurig
3161 Michelson Drive, Suite 1000
Irvine, California 92612
Attention: Bruce Fischer, Esq.

Rate Protection Party (if not Borrower) & Address:
_____________________________
c/o KBS Capital Advisors LLC
800 Newport Center Drive, Suite 700
Newport Beach, California 92660
Attention: Clint Copulos, Vice President of Asset Management





Exhibit B - 1
DEED OF TRUST



With a copy to: _____________________________
c/o KBS Capital Advisors LLC
800 Newport Center Drive, Suite 700
Newport Beach, California 92660
Attention: Todd Smith, VP, Controller REIT Corporate Accounting

And to:                             _____________________________
c/o KBS Capital Advisors LLC
800 Newport Center Drive, Suite 700
Newport Beach, California 92660
Attention: James Chiboucas, Esq., Vice Chairman and Chief    Legal Officer

And to:                             Greenberg Traurig
3161 Michelson Drive, Suite 1000
Irvine, California 92612
Attention: Bruce Fischer, Esq.

Lender & Address:              Metropolitan Life Insurance Company, a New York corporation
10 Park Avenue
Morristown, New Jersey 07962
Attention: Senior Vice President, Real Estate Investments
Re: 401-421 SW 6th Avenue, Portland
With a copy to: Metropolitan Life Insurance Company
425 Market Street, Suite 1050
San Francisco, California 94105
Attention: Vice President
And to: Metropolitan Life Insurance Company
425 Market Street, Suite 1050
San Francisco, California 94105
                                             Attention: Associate General Counsel
Note: A Promissory Note executed by Borrower in favor of Metropolitan Life Insurance Company in the amount of up to Forty Seven Million Four Hundred Thousand Dollars ($47,400,000.00) dated as of the Execution Date executed by Borrower in favor of Lender.
Deed of Trust: A Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of the Execution Date executed by Borrower, as trustor, to Chicago Title Insurance Company, as trustee, for the benefit of Lender, as beneficiary, securing repayment of the Note to be recorded in the records of the County in which the Property is located.
Loan Documents: The Note, the Deed of Trust, the Assignment of Leases, and any other documents related to this Note and/or the Deed of Trust and all renewals, amendments, modifications, restatements and extensions of these documents.
Assignment of Leases: Assignment of Leases dated as of the Execution Date and executed by Borrower for the benefit of Lender, together with all extensions, renewals, modifications, restatements

Exhibit B - 2
DEED OF TRUST


and amendments thereof.
Indemnity Agreement: Unsecured Indemnity Agreement dated as of the Execution Date and executed by Borrower in favor of Lender. The Unsecured Indemnity Agreement is not a Loan Document and shall survive repayment of the Loan or other termination of the Loan Documents.
Guaranty: Guaranty dated as of the Execution Date and executed by Liable Party in favor of Lender.
The Indemnity Agreement and the Guaranty are not Loan Documents and shall survive repayment of the Loan or other termination of the Loan Documents, except as expressly provided therein.


Exhibit B - 3
DEED OF TRUST


THIS COLLATERAL ASSIGNMENT OF INTEREST RATE CAP AGREEMENT (“this Agreement”) is entered into as of the Execution Date by Borrower [and Rate Protection Party] and Lender, with reference to the following facts:
A.    Lender has made the Loan to Borrower. Payment of the Note is secured by the Deed of Trust. The Deed of Trust encumbers certain real and other property more particularly described therein and referred to in the Deed of Trust and in this Agreement as the “Property.”
B.    When and as required pursuant to the terms of Section 2.11 of the Deed of Trust, Lender requires Borrower to enter into [or to cause the Rate Protection Party] to enter into this Agreement.
C.    Borrower and/or the Rate Protection Party respectively as the case may be (hereinafter, “Rate Protection Party”) acknowledges and understands that this Agreement is a material inducement for Lender’s agreement to make the Loan.
D.    Capitalized terms that are not defined in this Agreement shall have the meanings set forth in the Deed of Trust.
NOW THEREFORE, in consideration of the premises and for other consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1.    Assignment of Interest Rate Cap Agreement.
(a)    For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by [Borrower and Rate Protection Party], Rate Protection Party hereby assigns, grants, delivers and transfers to Lender, as collateral, all of its interest, whether now owned or hereafter acquired, now existing or hereafter arising, wherever located, in, to and under that certain [ISDA Master Agreement / Confirmation / Confirmation and Interim Master Agreement] dated as of _____________, 20___, between Rate Protection Party and              (the “Counterparty”), [including without limitation that certain Schedule, dated as of ______________, in connection therewith] as such agreement may be amended, modified, supplemented, restated, extended, renewed and/or changed from time to time, together with all other documents executed and/or delivered in connection with and/or secured by the agreement (such other documents and the agreement being collectively referred to as the “Interest Rate Cap Agreement”), a copy of which is attached hereto as Exhibit A, including, but not limited to, any and all rights that Rate Protection Party may now or hereafter have to any and all payments, disbursements, distributions or proceeds (the “Payments”) owing, payable or required to be delivered to Rate Protection Party on account of the Interest Rate Cap Agreement, whether as contractual obligations, damages or otherwise, and all of Rate Protection Party’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies under or arising out of the Interest Rate Cap Agreement, in each case including all accessions and additions to, substitutions for and replacements, products, and proceeds of any or all of the foregoing (collectively, the “Rate Cap Collateral”). In the event that for any reason the Interest Rate Cap Agreement ever expires, or is terminated, rescinded or revoked and, as a result thereof, a termination fee or such similar payment is owing to Rate Protection Party by Counterparty, such sum is and shall be considered a Payment and a part of the Rate Cap Collateral and shall be held and disbursed in accordance with the terms hereof. Rate Protection Party hereby grants to Lender a security interest in and to the Rate Cap Collateral, to have and to hold the same, unto Lender, its successors and assigns. This Agreement constitutes

Exhibit B - 4
DEED OF TRUST


additional security for the obligations of Rate Protection Party secured by the Deed of Trust and secured or evidenced by the other Loan Documents.
(b)    Prior to any expiration or termination of the initial Interest Rate Cap Agreement, or any subsequent Interest Rate Cap Agreement, Rate Protection Party shall deliver to Lender a renewal or replacement thereof from a counterparty reasonably acceptable to Lender (which counterparty shall have a credit rating of “A2” or better by Moody’s Investors Service, Inc. and “A” or better by Standard and Poor’s Rating Group) together with the consent of the new Counterparty to this Agreement (which consent shall be substantially in the form of the Consent of the original Counterparty attached hereto) and an opinion of counsel for the new Counterparty (upon which Lender and its successors and assigns may rely) in form, scope and substance reasonably satisfactory to Lender regarding the authorization of the new Counterparty, the legality, validity, and binding effect on the new Counterparty of the new Interest Rate Cap Agreement, and such other matters as Lender shall reasonably require. Notwithstanding any other provision hereof, the notional amount of the Interest Rate Cap Agreement shall never be required to be more than the unpaid principal amount of the Note. Such new Interest Rate Cap Agreement shall contain the same terms and provisions in each and every material respect as the initial Interest Rate Cap Agreement.
(c)    If, as and when a new Interest Rate Cap Agreement is obtained by Rate Protection Party pursuant to Sections 1(b) or 6 or by Lender pursuant to Section 2(c), the term “Interest Rate Cap Agreement” as used herein shall be deemed to refer to such new Interest Rate Cap Agreement obtained by Rate Protection Party or Lender (as the case may be), and the term “Counterparty” as used herein shall be deemed to refer to the counterparty under such new Interest Rate Cap Agreement.
2.    Default.
(a)    If Rate Protection Party shall fail to timely and fully perform any of its obligations under this Agreement following the expiration of any applicable notice and cure periods, if any, as may be set forth in this Agreement, then any such failure shall constitute a default under this Agreement (“Event of Default”) and also shall constitute an automatic “Event of Default” under and as defined in the Deed of Trust, and the occurrence of an “Event of Default” under and as defined in the Deed of Trust or any of the other Loan Documents shall constitute an automatic Event of Default under this Agreement. If no period of grace, notice, and/or cure is set forth herein with respect to any obligation of Rate Protection Party, then (with the specific exception of Rate Protection Party’s obligations to keep an Interest Rate Cap Agreement with the required terms and provisions in effect at all times) Rate Protection Party shall have a period equal to ten (10) business days after written notice from Lender within which to cure any default hereunder.
(d)    Lender hereby instructs the Counterparty to immediately deposit all future Payments and other Rate Cap Collateral directly into an account designated by Lender and Lender may apply the proceeds thereof as provided below and/or otherwise exercise all of its rights and remedies under the Uniform Commercial Code and other applicable law. No delay or omission of Lender in exercising any such right shall impair any such right, or shall be construed as a waiver of or acquiescence in any event giving rise to such right. Proceeds of any such Payments may be held by Lender as cash collateral for Rate Protection Party’s obligations under the Loan Documents, and if an Event of Default exists, may be applied by Lender to the payment of the costs of leasing the Improvements and/or to accrued interest, late charges, principal (including the Default Prepayment Fee or Prepayment Fee, if any, occasioned by a principal payment), or any other obligation arising out of the obligations of Rate Protection Party or Liable Parties to Lender under the Note, the Deed of Trust, any

Exhibit B - 5
DEED OF TRUST


of the other Loan Documents and/or the Indemnity Agreement, in such manner as Lender in its sole discretion deems appropriate. If no Event of Default exists, proceeds of any such Payments held by Lender shall be applied by Lender to interest under the Note, then to any other amounts currently due and owing under the Loan Documents and lastly to Borrower. If held as cash collateral, such cash collateral (or what remains thereof) shall be returned to Rate Protection Party upon the indefeasible payment in full of all amounts owing under the Note, the other Loan Documents, the Guaranty and the Indemnity Agreement or upon Rate Protection Party’s cure of an Event of Default under the Loan Documents, Guaranty or Indemnity Agreement (as applicable), to the extent any such cure right is expressly provided for therein or if such cure is otherwise accepted by Lender.
(e)    Without limiting any of the foregoing, in the event that Rate Protection Party fails to maintain or replace the Interest Rate Cap Agreement as and when required under Sections 1 or 6 hereof, then, subject to notice, if any, and cure periods, if any, expressly provided herein or in the Deed of Trust, Lender may (in addition to exercising any of its other rights and remedies) purchase a replacement Interest Rate Cap Agreement on the terms and conditions specified in Section 1, and the costs incurred by Lender shall be paid by Rate Protection Party to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until paid by Rate Protection Party.
(f)    Without limiting any of the foregoing, in the event that Rate Protection Party fails to maintain or replace the Interest Rate Cap Agreement as and when required under Sections 1 or 6 hereof, at Lender’s sole option, Rate Protection Party and Liable Party shall each be jointly and severally liable on a recourse basis for all damages, costs, expenses, or liabilities (including attorneys’ fees) that Lender may incur as a result of such failure and the limitation on liability set forth in Section 11 [exculpation] of the Note and Section 9 [exculpation] of the Deed of Trust shall not be applicable thereto.
2.     Notification to Counterparty.
(g)    Rate Protection Party and Lender hereby notify Counterparty of this Agreement and the assignment made hereby and the security interests granted to Lender hereunder. Rate Protection Party and Lender hereby instruct, Counterparty to deposit directly into an account designated by Lender all payments to be made under or pursuant to the terms of the Interest Rate Cap Agreement, without set-off, defense or counterclaim. Counterparty shall be entitled to conclusively rely (without any independent investigation) on any notice or instruction from Lender in respect of this Agreement, (ii) without limitation on the immediately preceding clause, in the event of any inconsistency between any notice or instructions from Lender and any notice or instructions from Rate Protection Party, Counterparty shall be entitled to conclusively rely (without any independent investigation) on those from Lender, and (iii) Counterparty shall be held harmless and shall be fully indemnified by Rate Protection Party from and against any and all claims, other than those ultimately determined to be proximately caused by the gross negligence or willful misconduct of Counterparty, and from and against any damages, penalties, judgments, liabilities, losses or expenses (including reasonable attorneys' fees and disbursements) incurred by Counterparty as a result of the assertion of any claim, by any person or entity, arising out of, or otherwise related to, any actions taken or omitted to be taken by Counterparty in reliance upon any such instructions or notice provided by Lender.
3.     Certain Covenants of Rate Protection Party. Rate Protection Party agrees that Rate Protection Party will comply with all terms of the Interest Rate Cap Agreement, and will deliver to Lender a copy of any written or emailed notice received from Counterparty thereunder. Rate Protection Party further agrees that Rate Protection Party will not, without first obtaining the written consent of

Exhibit B - 6
DEED OF TRUST


Lender, (a) convey, assign, sell, mortgage, encumber, pledge, hypothecate, grant a security interest in, grant an option or options with respect to, or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration) the Interest Rate Cap Agreement or the Rate Cap Collateral, (b) amend or modify (except as provided for in the last sentence of this Section 4), cancel or terminate the Interest Rate Cap Agreement prior to its stated maturity date, except for a cancellation or termination incident to Rate Protection Party obtaining a renewal or replacement Interest Rate Cap Agreement in accordance with Sections 1(b) or 6 hereof, (c) waive or release any obligation of the Counterparty under the Interest Rate Cap Agreement, (d) consent or agree to any act or omission to act on the part of the Counterparty which, without such consent or agreement, would constitute a default under the Interest Rate Cap Agreement, (e) fail to use commercially reasonable efforts to exercise promptly and diligently each and every right which it may have under the Interest Rate Cap Agreement, or (f) take or omit to take any action or suffer or permit any action to be omitted or taken, the taking or omission of which would result in any right of offset against sums payable under the Interest Rate Cap Agreement or any defense by the Counterparty to payment. Notwithstanding the foregoing, Rate Protection Party will not be required to obtain Lender’s prior written consent for administrative amendments or modifications to the Interest Rate Cap Agreement if such amendment or modification does not otherwise change the terms of the Interest Rate Cap Agreement, but rather modifies facts contained in the Interest Rate Cap Agreement such as, for illustrative purposes, a change in address.
4.     Representations of Rate Protection Party. Rate Protection Party represents and warrants that: (a) it has the full power, right and authority to assign its interest in the Rate Cap Collateral, and that (provided Counterparty executes the Consent attached hereto) all consents and approvals required to be obtained by Rate Protection Party, if any, for the consummation of the transactions contemplated by this Agreement have been obtained, (b) Rate Protection Party owns the Rate Cap Collateral free and clear of all liens and claims of others and Rate Protection Party has not transferred, assigned, granted a security interest in or otherwise encumbered its interest in the Rate Cap Collateral, except in favor of Lender, (c) no security agreement, financing statement or other document is on file or of record in any public office with respect to the Rate Cap Collateral, other than in favor of Lender, (d) to Rate Protection Party’s knowledge, the obligation of the Counterparty under the Interest Rate Cap Agreement to make Payments is not subject to any existing defense or counterclaim, and (e) upon the filing of a UCC Financing Statement naming Rate Protection Party, as debtor, and Lender, as secured party, in the Office of the Delaware Secretary of State, Lender will have a perfected lien on the Rate Cap Collateral, which lien is prior to all creditors of and purchasers from Rate Protection Party to the extent a security interest can be granted and perfected in the Rate Cap Collateral under the UCC as in effect in the applicable jurisdiction.
5.     Change of Rating. In the event of any downgrade, withdrawal or qualification of the rating of the Counterparty below “A-” by Standard and Poor’s Rating Group or below “A3” by Moody’s Investor Services, Inc., Rate Protection Party agrees to (or will cause the Counterparty to), in accordance with, and subject to, the terms and conditions contained in Section 2.11 of the Deed of Trust, (i) replace the Interest Rate Cap Agreement with a replacement Interest Rate Cap Agreement and a new Counterparty or provide another Interest Rate Cap Agreement issued by a new Counterparty, in either case meeting the terms and conditions set forth in Section 1(b), and (ii) deliver an Assignment of Interest Rate Cap Agreement substantially identical to this form of Agreement or in form and substance otherwise reasonably acceptable to Lender, not later than fifteen (15) business days following receipt of written notice from Lender of such downgrade, withdrawal or qualification.

Exhibit B - 7
DEED OF TRUST


6.     No Assumption of Obligations. This Agreement does not include the delegation to Lender of any of Rate Protection Party’s duties, responsibilities or obligations under the Interest Rate Cap Agreement, Rate Protection Party remaining liable to perform all duties, responsibilities and obligations to be performed by Rate Protection Party thereunder. Lender shall not have any obligation or liability under the Interest Rate Cap Agreement or by reason of or arising out of this Agreement or the receipt by Lender of any Payment, including, without limitation, any obligation to perform or discharge any obligation under the Agreement by reason of this assignment or action or inaction of Lender. Rate Protection Party hereby indemnifies and holds Lender harmless for, from and against any and all losses, liabilities, obligations, charges, claims, damages, penalties, causes of action, costs and expenses (including reasonable attorneys’ fees and disbursements) of any kind or nature (except to the extent of any claim arising solely from the gross negligence, illegal acts or willful misconduct of Lender) incurred by Lender (a) under or by reason of the Agreement, (b) in enforcing its rights under this Agreement, (c) in defense of any claim arising out of this Agreement or (d) by reason of any alleged obligation or undertaking on the part of Lender to perform or discharge any of the terms of the Agreement. Without limiting the foregoing, nothing contained herein shall operate or be construed to place upon Lender any responsibility for the operation, control, care, management or repair of the Property or any part thereof. The indemnity set forth in this section shall survive the payment in full of the Loan and the termination of this Agreement. The powers conferred on Lender hereunder are solely to protect Lender’s interests in the Rate Cap Collateral and shall not impose any duty upon Lender to exercise any such powers. In no event shall Lender’s acceptance of this assignment cause Lender to be deemed a mortgagee in possession.
7.     Costs and Expenses. Rate Protection Party shall be responsible for, and hereby agrees to pay, all costs and expenses (including without limitation reasonable attorneys' fees, if any) incurred by Lender in connection with the execution, administration or enforcement of this Agreement. All such costs and expenses, if not paid by Rate Protection Party within ten (10) days after written request therefor, may be paid by Lender from any cash collateral held by Lender under any of the Loan Documents at any time without the consent of Rate Protection Party.
8.     Termination. This Agreement shall terminate upon the indefeasible payment in full of all amounts owing under the Note, the other Loan Documents, the Guaranty and the Indemnity Agreement.
9.     Notices. All notices, consents, approvals, elections and other communications (collectively “Notices”) under this Agreement shall be in writing and shall be deemed to have been duly given if mailed by United States registered or certified mail, with return receipt requested, postage prepaid, or by United States Express Mail or reputable overnight courier service to the parties at the addresses set forth in the Defined Terms, or in the case of Counterparty, at the address set forth below its signature (or at such other addresses as shall be given in writing by any party to the others pursuant to this Section) and shall be deemed complete upon receipt or refusal to accept delivery as indicated in the return receipt or in the receipt of such Express Mail or courier service.
10.     Rights and Remedies. The rights and remedies granted Lender under this Agreement are supplemental to, and not in limitation of, the rights and remedies of Lender under applicable law, and all such rights and remedies are not exclusive of one another, but rather are cumulative and may be pursued simultaneously. This Agreement is not intended to modify or amend any of the obligations of Rate Protection Party or the rights or remedies of Lender under any of the other Loan Documents.

Exhibit B - 8
DEED OF TRUST


11.     Further Assurances. Rate Protection Party shall at its sole cost and expense do, execute, acknowledge and deliver all further acts, assurances, authorizations, documents or instruments as Lender may reasonably request in order to effect further or confirm the purposes of this Agreement. Rate Protection Party hereby irrevocably and unconditionally appoints Lender its attorney-in-fact, with full power of substitution, to execute, file and/or record on behalf of Rate Protection Party, any such assurances, authorizations, documents and instruments of further assurance to better effect or confirm the rights and powers granted to Lender hereunder. This power, being coupled with an interest, shall be effective until all amounts due in connection with the Loan have been indefeasibly paid in full.
12.     Assignment.
(h)    It is the intention of the parties hereto that this Agreement is made for the benefit of Lender and its successors and assigns as the holder of the Note and the other Loan Documents, who shall have the sole right to enforce the provisions hereof and/or deal with any collateral deposited under this Agreement. Except for transfers of interests in Rate Protection Party or in the Property as expressly permitted under, and subject to the conditions of, Article 10 of the Deed of Trust, Rate Protection Party shall have no right to assign its rights and/or obligations under this Agreement and any such attempted assignment shall be null and void and shall constitute an Event of Default.
(i)    In the event of the sale or transfer of Lender’s interest in the Loan, Lender shall have the right to assign this Agreement, and Rate Protection Party agrees to fully cooperate with Lender in connection therewith (including the execution of any required documents but excluding payment of any related costs or fees). Provided that any purchaser of the Loan shall assume Lender’s obligations under the Loan Documents (including but not limited to this Agreement), Lender shall have no further obligations hereunder except as a result of any breach of this Agreement by Lender occurring prior to the date of transfer of Lender’s interest in the Loan. Any duties or actions of Lender hereunder may be performed by Lender or its agent(s), including without limitation, any servicer of the Loan.
13.     Severability. If for any reason any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
14.     No Third-Party Beneficiaries. It is the intention of the parties hereto that this Agreement is made for the benefit of Lender, who shall have the sole right to enforce the provisions hereof. In no event shall Lender be construed to be Rate Protection Party’s agent, and in no event is Lender assuming the responsibility of Rate Protection Party for proper payments to others. It is intended that no party shall be a third-party beneficiary hereunder and that no provision hereof shall operate or inure to the use and benefit of such third party.
15.     Attorneys’ Fees. In the event that any party brings any suit or other proceeding with respect to the subject matter or enforcement of this Agreement, including without limitation, in appellate proceedings or in any action or participation in, or in connection with, any case or proceeding under Chapter 7, 11 or 13 of the Bankruptcy Code, 11 United States Code Sections 101 et seq., or any successor statutes, the prevailing party (as determined by the court, agency or other authority before which such suit or proceeding is commenced) shall, in addition to such other relief as may be awarded, be entitled to recover reasonable attorneys’ fees, expenses and costs of investigation.

Exhibit B - 9
DEED OF TRUST


16.     Governing Law. This Agreement and the rights and obligations of the parties under this Agreement shall in all respects be governed by, and construed and enforced in accordance with, the laws of the State of New York (without regard to conflict of Law principles).
17.     Limitation on Constituent Liability. Notwithstanding anything stated to the contrary in this Agreement, although Borrower and Rate Protection Party remain liable hereunder, under no circumstances shall the constituent partners, members, or shareholders in Borrower or Rate Protection Party (direct or indirect) have any liability for the payment or performance of any of Borrower’s or Rate Protection Party’s obligations hereunder.
18.     Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original.
19.     ORAL LOAN AGREEMENTS. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY LENDER CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY LENDER TO BE ENFORCEABLE.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]


Exhibit B - 10
DEED OF TRUST


IN WITNESS WHEREOF, the parties hereto have executed this Assignment of Interest Rate Cap Agreement as of the Execution Date.
BORROWER:
KBSGI 421 SW 6TH AVENUE, LLC,
a Delaware limited liability company

By:
KBSGI REIT ACQUISITION II, LLC,
a Delaware limited liability company,
its sole member
By:
KBSGI REIT PROPERTIES, LLC,
a Delaware limited liability company,
its sole member
By:
KBS GROWTH & INCOME LIMITED PARTNERSHIP,
a Delaware limited partnership,
its sole member
By:
KBS GROWTH & INCOME REIT, INC.,
a Maryland corporation,
its general partner
By:
/s/ Charles J. Schreiber, Jr.
Charles J. Schreiber, Jr.,
Chief Executive Officer
RATE PROTECTION PARTY:
________________________________________
a _______________________________________

By: _____________________________________
Name: ________________________________
Its: ___________________________________


LENDER:
METROPOLITAN LIFE INSURANCE COMPANY,
a New York corporation

By: _____________________________________
Name: ________________________________
Its: ___________________________________

Exhibit B - 11 - Signature Page



CONSENT
The undersigned Counterparty hereby consents to the collateral assignment contained in the foregoing Agreement and agrees that that (a) Counterparty shall make all Payments, if any, due or to become due under the Agreement in accordance with the terms of the Agreement; provided, however, that, upon written notice from Lender that an Event of Default has occurred and is continuing under the documents evidencing or securing the Loan, Counterparty will make all such Payments, if any, directly to Lender or as Lender may otherwise direct in writing, (b) upon written notice from Lender that an Event of Default has occurred and is continuing under the documents evidencing or securing the Loan, all rights of Rate Protection Party under the Agreement, including all rights to consent to any termination or modification of same or grant any other consent thereunder, shall be exercisable by Lender.
The undersigned further agrees that all such Payments to Lender shall be made without setoff, defense, or counterclaim.
The undersigned agrees not to amend or modify (except as provided for in the last sentence of this paragraph), cancel or terminate the Interest Rate Cap Agreement at the instruction or request of Rate Protection Party prior to its stated maturity date without the prior written consent of Lender; provided, however nothing in this paragraph shall prevent or prohibit Counterparty from exercising any and all rights (including the right to terminate the Interest Rate Cap Agreement) in the event of an Event or Default or Termination Event, where Rate Protection Party is the sole Defaulting Party or sole Affected Party, as applicable. Notwithstanding the foregoing, Counterparty will not be required to obtain Lender’s prior written consent for administrative amendments or modifications to the Interest Rate Cap Agreement if such amendment or modification does not otherwise change the terms of the Interest Rate Cap Agreement, but rather modifies facts contained in the Interest Rate Cap Agreement such as, for illustrative purposes, a change in address.
Counterparty shall be entitled to conclusively rely (without any independent investigation) on any notice or instructions from Lender in respect of the Agreement. In the event of any inconsistency between any notice or instructions from Rate Protection Party and any notice or instructions from Lender, Counterparty shall be entitled to conclusively rely (without any independent investigation) on the notice or instruction from Lender. Counterparty shall be held harmless and shall be fully indemnified by Rate Protection Party from and against any and all claims, other than those ultimately determined to be proximately caused by the gross negligence or willful misconduct of Counterparty, and from and against any damages, penalties, judgments, liabilities, losses or expenses (including reasonable attorneys' fees and disbursements) incurred by Counterparty as a result of the assertion of any claim, by any person or entity, arising out of, or otherwise related to, any actions taken or omitted to be taken by Counterparty in reliance upon any such instructions or notice provided by Lender. Rate Protection Party releases Counterparty from all liability in connection with Counterparty’s compliance with Lender’s written instructions.

Exhibit B - 13 - Consent


This agreement shall remain in effect until Lender notifies Counterparty in writing that the Loan and all other indebtedness owed by Borrower and Rate Protection Party to Lender, and all other sums due and payable to Lender under the Loan Documents have been repaid in full. This Agreement may not be modified without the written consent of Lender.
Delivery of an executed counterpart of a signature page of this acknowledgment by telecopy or mail shall be effective as delivery of a manually executed original counterpart of this acknowledgment. This acknowledgment may be executed in one or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this acknowledgment to produce or account for more than one such counterpart.
COUNTERPARTY:
_________________________________________
By: _______________________________________
Name: ________________________________
Its: ___________________________________
Address: ____________________
____________________
____________________



            

Exhibit B - 14 - Consent
 EX-10.5 5 kbsgiq22016exhibit105.htm GUARANTY OF RECOURSE OBLIGATIONS (COMMONWEALTH) Exhibit


Exhibit 10.5
GUARANTY OF RECOURSE OBLIGATIONS


This GUARANTY OF RECOURSE OBLIGATIONS ("Guaranty") is executed as of June 30, 2016, by KBSGI REIT PROPERTIES, LLC, a Delaware limited liability company ("Guarantor"), in favor of METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation ("Lender"), with reference to the following facts:
A.    Lender has agreed to make a loan (the "Loan") in the principal amount of up to $47,400,000.00 to KBSGI 421 SW 6TH AVENUE, LLC, a Delaware limited liability company ("Borrower"), to be evidenced by that certain Promissory Note of even date herewith (together with all extensions, renewals, modifications, restatements and amendments thereof, the "Note") to be executed by Borrower and payable to Lender. The Note is to be secured by, among other things, a Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing of even date herewith to be executed by Borrower, as trustor, for the benefit of Lender, as beneficiary, which is to be recorded in the Official Records of Multnomah County, Oregon (together with all extensions, renewals, modifications, restatements and amendments thereof, the “Deed of Trust”). The Deed of Trust will encumber a fee estate in certain real property located in Portland, County of Multnomah, State of Oregon as described therein.
B.    It is a condition to Lender making the Loan to Borrower that Guarantor execute this Guaranty.
A G R E E M E N T
NOW, THEREFORE, in consideration of the foregoing, and in order to induce Lender to make the Loan to Borrower, Guarantor hereby agrees, in favor of Lender, as follows:
1.Definitions and Construction.
(a)    Definitions. The following terms, as used in this Guaranty, shall have the following meanings:
(i)    "Bankruptcy Code" means the Bankruptcy Reform Act of 1978 (11 U.S.C.), as amended or supplemented from time to time, and any successor statute, and any and all rules issued or promulgated in connection therewith.
(ii)    "Guaranteed Obligations" means (A) indefeasible payment and performance by Borrower of any and all obligations and liabilities of any kind or character owed by Borrower to Lender under Section 2.11 of the Deed of Trust, Section 11 of the Note and Section 9.1 of the Deed of Trust (but subject to the limitations on Guarantor’s obligations set forth in Section 11 of the Note and Article 9 of the Deed of Trust, and expressly excluding (1) Borrower’s liability under clauses (vi) and (vii) appearing in Section 11(a) of the Note and Section 9.1(a) of the Deed of Trust and (2) any liability for representations and warranties made by Borrower in Article 6 of the Deed of Trust pertaining to hazardous materials or in the Unsecured Indemnity

1
GUARANTY OF RECOURSE OBLIGATIONS


Agreement) (such amounts under this clause (A) of Section 1(a)(ii) being herein called the "Performance Sums"), plus (B) interest at the Default Rate (as defined in the Note) which accrues on the Performance Sums from the date of written demand for payment under this Guaranty from Lender to Guarantor until the Performance Sums are paid in full, plus (C) all costs, including, without limitation, all reasonable attorneys’ fees, including any and all costs expended by Lender in connection with the initiation, prosecution and/or defense of foreclosure on the Property, but only if the Borrower contests such foreclosure in “bad faith”, and expenses incurred by Lender in connection with collection of the Guaranteed Obligations. For purposes of the immediate preceding sentence, if there is any reasonable basis for which Borrower can contest such foreclosure, then it shall be deemed not to be in “bad faith”.
(iii)    "Loan Documents" shall have the same meaning as in the Deed of Trust.
(iv)    "Secured Indebtedness" shall have the same meaning as in the Deed of Trust.
(b)    Construction. Unless the context of this Guaranty clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, and the term "including" is not limiting. The words "hereof," "herein," "hereby," "hereunder," and other similar terms refer to this Guaranty as a whole and not to any particular provision of this Guaranty. Any reference herein to any of the Loan Documents includes any and all alterations, amendments, extensions, modifications, renewals, or supplements thereto or thereof, as applicable. Neither this Guaranty nor any uncertainty or ambiguity herein shall be construed or resolved against Lender or Guarantor, whether under any rule of construction or otherwise. On the contrary, this Guaranty has been reviewed by Guarantor, Lender, and their respective counsel, and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of Lender and Guarantor.
2.    Guaranteed Obligations. Guarantor hereby irrevocably and unconditionally guarantees to Lender, as and for Guarantor's own debt, until full and final performance and indefeasible payment thereof has been made, payment and performance of the Guaranteed Obligations, in each case when and as the same shall become due and/or payable, it being the intent of Guarantor that the guaranty set forth herein shall be a guaranty of payment and performance and not a guaranty of collection.
3.    Performance Under This Guaranty. In the event of default by Borrower in payment or performance of the Guaranteed Obligations, or any part thereof, when such Guaranteed Obligations are due to be paid or performed by Borrower, upon written demand by Lender to Guarantor, Guarantor shall promptly pay or perform the Guaranteed Obligations then due in full, and if not paid within ten (10) days after written demand therefor, shall bear interest from the date of such demand until paid at the rate equal to the lesser of (a) the Default Rate (as defined in the Note) and (b) the maximum rate then permitted for the parties to contract for under applicable law.

2
GUARANTY OF RECOURSE OBLIGATIONS


4.    Primary Obligations. This Guaranty is a primary and original obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, continuing, unconditional, and irrevocable guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Loan Documents. Each person and entity executing this Guaranty as Guarantor agrees that it is directly, jointly and severally with any and all other guarantors of the Guaranteed Obligations, liable to Lender, that the obligations of Guarantor hereunder are independent of the obligations of Borrower or any other guarantor, and that a separate action may be brought against each person or entity signing as Guarantor whether such action is brought against Borrower or any other guarantor or whether Borrower or any such other guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Lender of whatever remedies it may have against Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Lender may at any time possess. Guarantor agrees that any release which may be given by Lender to Borrower or any other guarantor shall not release Guarantor. Guarantor consents and agrees that Lender shall be under no obligation to marshal any assets of Borrower or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guaranteed Obligations.
5.    Waivers.
(a)    Guarantor absolutely, unconditionally, knowingly, and expressly waives:
(i)    (A) Notice of acceptance hereof; (B) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (C) notice of the amount of the Guaranteed Obligations, subject, however, to Guarantor's right to make inquiry of Lender to ascertain the amount of the Guaranteed Obligations at any reasonable time; (D) notice of any adverse change in the financial condition of Borrower or of any other fact that might increase Guarantor's risk hereunder; (E) notice of presentment for payment, demand, protest, and notice thereof as to any promissory notes or other instruments among the Loan Documents; (F) notice of any event of default under the Loan Documents; and (G) all other notices (except if such notice is specifically required to be given to Guarantor hereunder or under any Loan Document to which Guarantor is a party) and demands to which Guarantor might otherwise be entitled.
(ii)    To the extent permitted by applicable law, Guarantor absolutely, unconditionally, irrevocably, knowingly, and expressly waives Guarantor’s right by statute or otherwise to require Lender to institute suit against Borrower or to exhaust any rights and remedies which Lender has or may have against Borrower or any collateral for the Guaranteed Obligations provided by Borrower, Guarantor or any third party. In this regard, Guarantor agrees that it is bound to the payment of all Guaranteed Obligations, whether now existing or hereafter accruing, as fully as if such Guaranteed Obligations were directly owing to Lender by Guarantor.

3
GUARANTY OF RECOURSE OBLIGATIONS


Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of Borrower or by reason of the cessation from any cause whatsoever of the liability of Borrower in respect thereof.
(iii)    To the extent permitted by applicable law, Guarantor absolutely, unconditionally, irrevocably, knowingly, and expressly waives (A) any rights to assert against Lender any defense (legal or equitable), set-off, counterclaim, or claim which Guarantor may now or at any time hereafter have against Borrower or any other party liable to Lender; (B) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (C) any defense Guarantor has to performance hereunder, and any right Guarantor has to be exonerated, arising by reason of: the impairment or suspension of Lender’s rights or remedies against Borrower; the alteration by Lender of the Guaranteed Obligations; any discharge of the Guaranteed Obligations by operation of law as a result of Lender’s intervention or omission; or the acceptance by Lender of anything in partial satisfaction of the Guaranteed Obligations; (D) the benefit of any statute of limitations affecting Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to Guarantor’s liability hereunder; and (E) any right by statute or otherwise to terminate or revoke this Guaranty.
(b)    Guarantor absolutely, unconditionally, knowingly, and expressly waives any defense arising by reason of or deriving from (i)  any claim or defense based upon an election of remedies by Lender, including any claim or defense based upon (i) an election of remedies by Lender; or (ii) any election by Lender under Bankruptcy Code Section 1111(b) to limit the amount of, or any collateral securing, its claim against Borrower. If acceleration of the time for payment by Borrower of all or any portion of the indebtedness is stayed upon the insolvency, bankruptcy or reorganization of Borrower, to the extent permitted by applicable law, the Guaranteed Obligations shall nonetheless be payable by Guarantor hereunder. Guarantor agrees that it shall remain liable for the Guaranteed Obligations in the event that any payment by Borrower to Lender is deemed a preferential payment under bankruptcy or insolvency law.
(c)    If any of the Guaranteed Obligations at any time are secured by a mortgage or deed of trust upon real property, Lender may elect, in its sole discretion, upon the occurrence, and during the continuance of, a default with respect to the Guaranteed Obligations, to foreclose such mortgage or deed of trust judicially or nonjudicially in any manner permitted by law, before or after enforcing the Loan Documents, without diminishing or affecting the liability of Guarantor hereunder except to the extent the Guaranteed Obligations are repaid with the proceeds of such foreclosure. Understanding the foregoing, and understanding that Guarantor is hereby relinquishing a defense to the enforceability of the Loan Documents, Guarantor hereby waives any right to assert against Lender any defense to the enforcement of the Loan Documents, whether

4
GUARANTY OF RECOURSE OBLIGATIONS


denominated “estoppel” or otherwise, based on or arising from an election by Lender nonjudicially to foreclose any such mortgage or deed of trust. Guarantor understands that the effect of the foregoing waiver may be that Guarantor might have liability hereunder for amounts with respect to which Guarantor may be left without rights of subrogation, reimbursement, contribution, or indemnity against Borrower or other guarantors or sureties.
(d)    FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS GUARANTY, GUARANTOR HEREBY IRREVOCABLY AGREES THAT, UNTIL PAYMENT IN FULL TO LENDER OF THE SECURED INDEBTEDNESS AND THE GUARANTEED OBLIGATIONS, GUARANTOR SHALL HAVE NO RIGHT TO RECOVER FROM BORROWER ANY CLAIMS GUARANTOR HAS OR MIGHT HAVE AGAINST BORROWER (AS SUCH TERM "CLAIM" IS DEFINED IN BANKRUPTCY CODE 11 U.S.C. §101[5] AS AMENDED FROM TIME TO TIME) IN CONNECTION WITH PAYMENTS MADE BY OR ON BEHALF OF GUARANTOR TO LENDER UNDER THIS GUARANTY AGREEMENT INCLUDING, WITHOUT IMPLIED LIMITATION, ALL RIGHTS GUARANTOR MAY NOW OR HEREAFTER HAVE UNDER ANY AGREEMENT OR AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY LAW SUBROGATING THE GUARANTOR TO THE RIGHTS OF LENDER) TO ASSERT ANY CLAIM AGAINST OR SEEK CONTRIBUTION, INDEMNIFICATION OR ANY OTHER FORM OF REIMBURSEMENT FROM BORROWER OR ANY OTHER PARTY LIABLE FOR PAYMENT OF ANY OR ALL OF THE SECURED INDEBTEDNESS.
6.    Releases. Guarantor consents and agrees that, without notice to or by Guarantor and without affecting or impairing the obligations of Guarantor hereunder, Lender may, by action or inaction:
(a)    Compromise, settle, extend the duration or the time for the payment of, or discharge the performance of, or may refuse to or otherwise not enforce this Guaranty, the other Loan Documents, or any part thereof, with respect to Borrower or any other person or entity;
(b)    Release Borrower or any other person or entity or grant other indulgences to Borrower or any other person or entity in respect thereof;
(c)    Amend or modify in any manner and at any time (or from time to time) any of the Loan Documents; or
(d)    Release or substitute any other guarantor, if any, of the Guaranteed Obligations, or enforce, exchange, release, or waive any security for the Guaranteed Obligations or any other guaranty of the Guaranteed Obligations, or any portion thereof.

5
GUARANTY OF RECOURSE OBLIGATIONS


7.    Obligations Unaffected. Guarantor hereby agrees that its obligations under this Guaranty shall not be released, discharged, diminished, impaired, reduced, or affected for any reason or by the occurrence of any event, including, without limitation, one or more of the following events, whether or not with notice to or the consent of Guarantor:
(a)    The dissolution, insolvency, or bankruptcy of Borrower, Guarantor, or any other party at any time liable for the payment of any or all of the Secured Indebtedness;
(b)    Any payment by Borrower or any other party to Lender is held to constitute a preference under applicable bankruptcy or insolvency law or if for any other reason Lender is required to refund any payment or pay the amount thereof to someone else;
(c)    The non-perfection of any security interest or lien securing any or all of the Secured Indebtedness;
(d)    Any impairment of any collateral securing any or all of the Secured Indebtedness;
(e)    The failure of Lender to sell any collateral securing any or all of the Secured Indebtedness in a commercially reasonable manner or as otherwise required by law;
(f)    Any change in the corporate, limited liability company, or partnership existence, structure, or ownership of Borrower; or
(g)    Any other circumstance which might otherwise constitute a defense available to, or discharge of, Borrower or Guarantor, or any other party liable for any or all of the Secured Indebtedness or the Guaranteed Obligations.
8.    No Election. Lender shall have all of the rights to seek recourse against Guarantor to the fullest extent provided for herein, and no election by Lender to proceed in one form of action or proceeding, or against any party, or on any obligation, shall constitute a waiver of Lender's right to proceed in any other form of action or proceeding or against other parties unless Lender has expressly waived such right in writing. Specifically, but without limiting the generality of the foregoing, no action or proceeding by Lender under any document or instrument evidencing the Guaranteed Obligations shall serve to diminish the liability of Guarantor under this Guaranty except to the extent that Lender finally and unconditionally shall have realized indefeasible payment by such action or proceeding.
9.    Indefeasible Payment. The Guaranteed Obligations and the Secured Indebtedness shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Lender are no longer subject to any right on the part of any person or entity, including Borrower, Borrower as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code or otherwise) of any of

6
GUARANTY OF RECOURSE OBLIGATIONS


Borrower's assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Until such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor or Borrower, Lender shall have no obligation whatsoever to transfer or assign its interest in the Loan Documents to Guarantor. In the event that, for any reason, any portion of such payments to Lender is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor shall be liable for the full amount Lender is required to repay plus any and all costs and expenses (including attorneys' fees and expenses incurred pursuant to proceedings arising under the Bankruptcy Code) paid by Lender in connection therewith.
10.    Financial Condition of Borrower. Guarantor represents and warrants to Lender that Guarantor is currently informed of the financial condition of Borrower and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. Guarantor further acknowledges that Guarantor has read and understands the terms and conditions of the Loan Documents. Guarantor hereby acknowledges that it is Guarantor’s obligation to keep informed of Borrower's financial condition, the financial condition of other guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Guaranteed Obligations.
11.    Representations, Warranties and Covenants. Guarantor represents and warrants to and agrees with Lender as follows:
(a)    Guarantor has the power and authority and legal right to execute, deliver and perform its obligations under this Guaranty. This Guaranty constitutes the legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except as limited by bankruptcy, insolvency, or other laws of general application relating to the enforcement of creditors’ rights.
(b)    The execution, delivery, and performance by Guarantor of this Guaranty do not and will not violate or conflict with any law, rule, or regulation or any order, writ, injunction, or decree of any court, governmental authority or agency, or arbitrator and do not and will not conflict with, result in a breach of, or constitute a default under, or result in the imposition of any lien upon any assets of Guarantor pursuant to the provisions of Guarantor’s operating agreement or other organizational documents of Guarantor, or any indenture, mortgage, deed of trust, security agreement, franchise, permit, license, or other instrument or agreement to which Guarantor or its properties are bound.
(c)    No authorization, approval, or consent of, and no filing or registration with, any court, governmental authority, or third party is necessary for the execution, delivery, or performance by Guarantor of this Guaranty or the validity or enforceability hereof.

7
GUARANTY OF RECOURSE OBLIGATIONS


(d)    The value of the consideration received and to be received by Guarantor as a result of Lender making extensions of credit to Borrower and Guarantor executing and delivering this Guaranty is reasonably worth at least as much as the liability and obligations of Guarantor hereunder, and such liability and obligations and such extensions of credit have benefited and may reasonably be expected to benefit Guarantor directly and indirectly.
(e)    Guarantor has, independently and without reliance upon Lender and based upon such documents and information as Guarantor has deemed appropriate, made its own analysis and decision to enter into this Guaranty.
(f)    To Guarantor’s knowledge, except as may have been previously disclosed in writing to Lender, there is no action, proceeding or investigation pending or, to the knowledge of Guarantor, threatened or affecting Guarantor, which may materially adversely affect Guarantor’s ability to fulfill Guarantor’s obligations under this Guaranty. There are no judgments or orders for payment of money against Guarantor, which may materially adversely affect Guarantor’s ability to fulfill Guarantor’s obligations under this Guaranty. Guarantor is not in default under any agreement which default may materially adversely affect Guarantor’s ability to fulfill Guarantor’s obligations under this Guaranty.
(g)    Guarantor covenants and agrees that, as long as the Secured Indebtedness or the Guaranteed Obligations or any part thereof is outstanding:
(i)Guarantor will furnish to Lender as soon as available, and in any event within one hundred twenty (120) days after the end of each fiscal year of Guarantor, beginning with the fiscal year ending December 31, 2016 (i) a copy of the certified financial statements of Guarantor for such fiscal year prepared by an authorized representative approved by Lender and certified by Guarantor to its best knowledge, provided, however, that in the event that audited financial statements for Guarantor are prepared by an independent certified public accountant, Guarantor shall promptly deliver Lender a copy of said audited financial statements of Guarantor and (ii) a certificate of Guarantor to Lender stating, to Guarantor’s best knowledge, that no default under this Guaranty and no event which with notice or lapse of time or both would be a default under this Guaranty has occurred and is continuing, or if in Guarantor’s opinion a default under this Guaranty has occurred and is continuing, a statement as to the nature thereof.
(ii)Guarantor will obtain at any time and from time to time all authorizations, licenses, consents or approvals as shall now or hereafter be necessary or desirable under all applicable laws or regulations or otherwise in connection with the execution, delivery and performance of this Guaranty and will promptly furnish copies thereof to Lender.
(iii)Except for transfers permitted under the Deed of Trust and the other Loan Documents, Guarantor will at all times own directly or indirectly and free and clear of all liens and encumbrances whatsoever at least the same

8
GUARANTY OF RECOURSE OBLIGATIONS


percentage interest in Borrower, if any, as its owns directly or indirectly on the date hereof.
12.    Subordination.
(a)    Guarantor hereby agrees that the Subordinated Indebtedness (as hereinafter defined) is deferred, postponed in favor of and subordinated to, and shall be junior in right of payment to, the prior indefeasible payment in full, in cash, of the Guaranteed Obligations, the Secured Indebtedness and satisfaction of all obligations of Borrower to Lender under the Loan Documents. If any sums shall be paid to Guarantor by Borrower or any other person or entity on account of the Subordinated Indebtedness, such sums shall be held in trust by Guarantor for the benefit of Lender and shall forthwith be paid to Lender without affecting the liability of Guarantor under this Guaranty Agreement and may be applied by Lender against the Indebtedness or the Guaranteed Obligations in such order and manner as Lender may determine in its sole discretion. Upon the request of Lender, Guarantor shall execute, deliver, and endorse to Lender such documents and instruments as Lender may request to perfect, preserve, and enforce its rights hereunder. For purposes of this Guaranty, the term "Subordinated Indebtedness" means all indebtedness, liabilities, and obligations of Borrower to Guarantor, whether such indebtedness, liabilities, and obligations now exist or are hereafter incurred or arise, or whether the obligations of Borrower thereon are direct, indirect, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such indebtedness, liabilities, or obligations are evidenced by a note, contract, open account, or otherwise, and irrespective of the person or persons in whose favor such indebtedness, obligations, or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by Guarantor; provided, however, that the term "Subordinated Indebtedness" shall not mean or include any distributions by Borrower to its constituent members or partners, direct or indirect (including Guarantor) pursuant to the formation documents of Borrower at any time when no Event of Default (as defined in the Deed of Trust) exists.
(b)    Guarantor agrees that any and all liens, security interests, judgment liens, charges, or other encumbrances upon Borrower’s assets securing payment of any Subordinated Indebtedness shall be and remain inferior and subordinate to (i) any and all liens, security interests, judgment liens, charges, or other encumbrances upon Borrower’s assets securing payment of the Secured Indebtedness or any part thereof, regardless of whether such encumbrances in favor of Guarantor or Lender presently exist or are hereafter created or attached and (ii) satisfaction of all obligations of Borrower to Lender under the Loan Documents. Without the prior written consent of Lender until the Secured Indebtedness has been paid in full, Guarantor shall not (1) file suit against Borrower or exercise or enforce any other creditor’s right it may have against Borrower, or (2) foreclose, repossess, sequester, or otherwise take steps or institute any action or proceedings (judicial or otherwise, including without limitation the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any

9
GUARANTY OF RECOURSE OBLIGATIONS


liens, security interests, collateral rights, judgments or other encumbrances held by Guarantor on assets of Borrower.
(c)    In the event of any receivership, bankruptcy, reorganization, rearrangement, debtor’s relief, or other insolvency proceeding involving Borrower as debtor, Lender shall have the right to prove and vote any claim under the Subordinated Indebtedness and to receive directly from the receiver, trustee or other court custodian all dividends, distributions, and payments made in respect of the Subordinated Indebtedness. Lender may apply any such dividends, distributions, and payments against the Guaranteed Obligations in such order and manner as Lender may determine in its sole discretion. Guarantor hereby appoints Lender as Guarantor’s attorney‑in‑fact, which appointment is coupled with an interest and is irrevocable, to enable Lender to act in the place of Guarantor with respect to (i) any claim under the Subordinated Indebtedness or (ii) the receipt of any such dividends, distributions and payments.
(d)    Guarantor agrees that all promissory notes, accounts receivable, ledgers, records, or any other evidence of Subordinated Indebtedness shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under the terms of this Guaranty.
13.    Payments; Application. All payments to be made hereunder by Guarantor shall be made in lawful money of the United States of America at the time of payment, shall be made in immediately available funds, and shall be made without deduction (whether for taxes or otherwise) or offset. All payments made by Guarantor hereunder shall be applied as follows: first, to all costs and expenses (including attorneys' fees and expenses and attorneys' fees and expenses incurred pursuant to proceedings arising under the Bankruptcy Code) incurred by Lender in enforcing this Guaranty or in collecting the Guaranteed Obligations; second, to all accrued and unpaid interest, premium, if any, and fees owing to Lender; and third, to the balance of the Guaranteed Obligations.
14.    Attorneys' Fees and Costs. Guarantor agrees to pay, on demand, all attorneys' fees (including attorneys' fees incurred pursuant to proceedings arising under the Bankruptcy Code) and all other costs and expenses which may be incurred by Lender in the enforcement of this Guaranty (including those brought relating to proceedings pursuant to 11 U.S.C.) or in any way arising out of, or consequential to the protection, assertion, or enforcement of the Guaranteed Obligations (or any security therefor), whether or not suit is brought.
15.    Notices. All notices or demands by Guarantor or Lender to the other relating to this Guaranty shall be in writing and either personally served or sent by registered or certified mail, postage prepaid, return receipt requested, or by recognized courier service which provides return receipts, and shall be deemed delivered on the date of actual delivery or refusal to accept delivery as evidenced by the return receipt. Unless otherwise specified in a notice sent or delivered in accordance with the provisions of this section, such writing shall be sent as follows:

10
GUARANTY OF RECOURSE OBLIGATIONS


If to Lender:
Metropolitan Life Insurance Company
10 Park Avenue
Morristown, New Jersey 07962
Attention: Senior Vice President, Real Estate Investments

With a copy to:
Metropolitan Life Insurance Company
425 Market Street, Suite 1050
San Francisco, California 94105
Attention: Vice President

With a copy to:
Metropolitan Life Insurance Company
425 Market Street, Suite 1050
San Francisco, California 94105
Attention: Associate General Counsel

If to Guarantor:
KBSGI REIT PROPERTIES, LLC
c/o KBS Capital Advisors LLC
800 Newport Center Drive, Suite 700
Newport Beach, California 92660
Attn: Clint Copulos, Vice President of Asset
Management
 
With a copy to:
KBSGI REIT PROPERTIES, LLC
c/o KBS Capital Advisors LLC
800 Newport Center Drive, Suite 700
Newport Beach, CA 92660
Attn: Todd Smith, VP, Controller REIT Corporate
Accounting
 
And to:
KBSGI REIT PROPERTIES, LLC
c/o KBS Capital Advisors LLC
800 Newport Center Drive, Suite 700
Newport Beach, CA 92660
Attn: Bryce Lin, Director of Finance and Reporting

With a copy to:
KBSGI REIT Properties, LLC
c/o KBS Capital Advisors LLC
800 Newport Center Drive, Suite 700
Newport Beach, California 92660
Attention: James Chiboucas, Esq., Vice Chairman & Chief Legal
Officer

And to:
Greenberg Traurig
3161 Michelson Drive, Suite 1000
Irvine, California 92612
Attention: Bruce Fischer, Esq.


11
GUARANTY OF RECOURSE OBLIGATIONS


16.    Cumulative Remedies; Other Liability of Guarantor or Borrower.
(a)    No remedy under this Guaranty or under any Loan Document is intended to be exclusive of any other remedy, but each and every remedy shall be cumulative and in addition to any and every other remedy given hereunder or under any Loan Document, and those provided by law or in equity. No delay or omission by Lender to exercise any right, power, or privilege under this Guaranty shall impair any such right nor be construed to be a waiver thereof. No failure on the part of Lender to exercise, and no delay in exercising, any right, power, or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.
(b)    If Guarantor becomes liable for any indebtedness owing by Borrower to Lender by endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby, and the rights of Lender hereunder shall be in addition to any and all other rights that Lender may ever have against Guarantor.
17.    Severability of Provisions. If any provision of this Guaranty is for any reason held to be invalid, illegal or unenforceable in any respect, that provision shall not affect the validity, legality or enforceability of any other provision of this Guaranty.
18.    Entire Agreement; Amendments. This Guaranty constitutes the entire agreement between Guarantor and Lender pertaining to the subject matter contained herein. This Guaranty may not be altered, amended, or modified, nor may any provision hereof be waived or noncompliance therewith consented to, except by means of a writing executed by both Guarantor and Lender. Any such alteration, amendment, modification, waiver, or consent shall be effective only to the extent specified therein and for the specific purpose for which given. No course of dealing and no delay or waiver of any right or default under this Guaranty shall be deemed a waiver of any other, similar or dissimilar right or default or otherwise prejudice the rights and remedies hereunder.
19.    Successors and Assigns. This Guaranty shall be binding upon Guarantor's successors and permitted assigns and shall inure to the benefit of the successors and assigns of Lender; provided, however, Guarantor shall not assign this Guaranty or delegate any of its duties hereunder without Lender's prior written consent. Any assignment without the consent of Lender shall be absolutely void. In the event of any assignment or other transfer of rights by Lender, the rights and benefits herein conferred upon Lender shall automatically extend to and be vested in such assignee or other transferee.
20.    No Third-Party Beneficiary. This Guaranty is intended solely for the benefit of Lender and its successors and assigns, and no third party shall have any rights or interest in this Guaranty.

12
GUARANTY OF RECOURSE OBLIGATIONS


21.    Choice of Law and Venue. The validity of this Guaranty, its construction, interpretation, and enforcement, and the rights of Guarantor and Lender, shall be determined under, governed by, and construed in accordance with the internal laws of the State of Oregon, without regard to principles of conflicts of law. To the maximum extent permitted by law, Guarantor hereby agrees that all actions or proceedings arising in connection with this Guaranty may be tried and determined in the state and federal courts located in the County of Multnomah, State of Oregon, or, at the sole option of Lender, in any other court in which Lender shall initiate legal or equitable proceedings and which has subject matter jurisdiction over the matter in controversy. To the maximum extent permitted by law, Guarantor hereby expressly waives any right it may have to assert the doctrine of forum non conveniens or to object to venue to the extent any proceeding is brought in accordance with this Section.
22.    Waiver of Jury Trial. To the maximum extent permitted by law, Guarantor hereby absolutely, knowingly, unconditionally, and expressly waives any right to trial by jury of any action, cause of action, claim, demand, or proceeding arising under or with respect to this Guaranty, or in any way connected with, related to, or incidental to the dealings of Guarantor and Lender with respect to this Guaranty, or the transactions related hereto, in each case whether now existing or hereafter arising, and whether sounding in contract, tort, or otherwise. To the maximum extent permitted by law, Guarantor hereby agrees that any such action, cause of action, claim, demand, or proceeding shall be decided by a court trial without a jury and that Lender may file an original counterpart of this section with any court or other tribunal as written evidence of the consent of Guarantor to the waiver of its right to trial by jury.
23.    Understandings With Respect to Waivers and Consents. Guarantor warrants and agrees that each of the waivers and consents set forth are made after consultation with legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to a defense or right may diminish, destroy, or otherwise adversely affect rights which Guarantor otherwise may have against the Borrower, or against any collateral, and that, under the circumstances the waivers and consents herein given are reasonable and not contrary to public policy or law. If any of the waivers or consents is determined to be unenforceable under applicable law, such waiver and/or consent shall be effective to the maximum extent permitted by law.
24.    Counterparts. This Guaranty may be executed in one or more counterparts by some or all of the parties hereto, each of which counterparts shall be an original and all of which together shall constitute a single agreement of Guaranty. The failure of any party to execute this Guaranty, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder.
25.    Statute of Limitations. Any acknowledgment or new promise, whether by payment of principal or interest or otherwise and whether by Borrower or others (including Guarantor), with respect to any of the Secured Indebtedness or Guaranteed Obligations shall, if the statute of limitations in favor of Guarantor against Lender shall have commenced to run, toll the running of such statute of limitations and, if

13
GUARANTY OF RECOURSE OBLIGATIONS


the period of such statute of limitations shall have expired, prevent the operation of such statute of limitations.
26.    Material Inducement; No Conditions to Effectiveness. Guarantor recognizes that Lender is relying upon this Guaranty and the undertakings of Guarantor hereunder in making extensions of credit to Borrower and further recognizes that the execution and delivery of this Guaranty is a material inducement to Lender in making extensions of credit to Borrower. Guarantor hereby acknowledges that there are no conditions to the full effectiveness of this Guaranty.
27.    Limitation on Constituent Liability. Notwithstanding anything stated to the contrary in this Guaranty, under no circumstances shall the constituent partners, members, or shareholders in Guarantor (direct or indirect) have any liability for the payment or performance of any of Guarantor’s obligations hereunder.
28.    ORAL LOAN AGREEMENTS. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY LENDER CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY LENDER TO BE ENFORCEABLE.


[Remainder of page intentionally left blank]


14
GUARANTY OF RECOURSE OBLIGATIONS


IN WITNESS WHEREOF, Guarantor has executed and delivered this Guaranty of Recourse Obligations as of the date first set forth above.
KBSGI REIT PROPERTIES, LLC,
a Delaware limited liability company

By:
KBS GROWTH & INCOME LIMITED PARTNERSHIP,
a Delaware limited partnership,
its sole member

By:
KBS GROWTH & INCOME REIT, INC.,
a Maryland corporation,
its general partner


By:
/s/ Charles J. Schreiber, Jr.
Charles J. Schreiber, Jr.,
Chief Executive Officer


S-1
GUARANTY OF RECOURSE OBLIGATIONS
 EX-10.6 6 kbsgiq22016exhibit106.htm PROMISSORY NOTE (COMMONWEALTH) Exhibit


Exhibit 10.6
PROMISSORY NOTE

DEFINED TERMS
Execution Date: June 30, 2016
City and State of Signing:
Newport Beach, California
Loan Amount: Up to $47,400,000.00 of which (x) $41,000,000.00 (“Initial Loan Amount”) shall be disbursed to Borrower on the Initial Loan Amount Funding Date and (y) up to $6,400,000.00 (“Maximum Loan Amount”) shall be disbursed as, when, and to the extent expressly provided in Section 12 of the Note. [Note: Assumes full disbursement of Initial Loan Amount and will be modified as necessary]
Initial Interest Rate: 2.60%

Interest Rate: A rate per annum equal to the sum of 215 basis points (2.15%) (the “Spread”) and the LIBOR RATE (as defined in Section 1(b))
Borrower: KBSGI 421 SW 6TH AVENUE, LLC, a Delaware limited liability company

Borrower's Address:

KBSGI 421 SW 6th Avenue, LLC
c/o KBS Capital Advisors LLC
800 Newport Center Drive, Suite 700
Newport Beach, California 92660
Attn: Clint Copulos, Vice President of Asset Management
 
With a copy to:
  
KBSGI 421 SW 6th Avenue, LLC
c/o KBS Capital Advisors LLC
800 Newport Center Drive, Suite 700
Newport Beach, CA 92660
Attn: Todd Smith, VP, Controller REIT Corporate Accounting
 
And to:
 
KBSGI 421 SW 6th Avenue, LLC
c/o KBS Capital Advisors LLC
800 Newport Center Drive, Suite 700
Newport Beach, CA 92660
Attn: Bryce Lin, Director of Finance and Reporting

And to:


1
PROMISSORY NOTE


Greenberg Traurig
3161 Michelson Drive, Suite 1000
Irvine, California 92612
Attention: Bruce Fischer, Esq.

Holder: METROPOLITAN LIFE INSURANCE COMPANY, A NEW YORK CORPORATION
Holder's Address:
Metropolitan Life Insurance Company, a New York corporation
10 Park Avenue
Morristown, New Jersey 07962
Attention: Senior Vice President, Real Estate Investors

With a copy to:
Metropolitan Life Insurance Company
425 Market Street, Suite 1050
San Francisco, California 94105
Attention: Vice President
And to:
Metropolitan Life Insurance Company
425 Market Street, Suite 1050
San Francisco, California 94105
Attention: Associate General Counsel

Maturity Date: July 1, 2021. The Maturity Date is subject to extension as provided in Section 14 herein.
Initial Loan Amount Funding Date: The date the Initial Loan Amount is disbursed to Borrower.
Earn Out Funding Date: The date or dates the Maximum Loan Amount or portions thereof is disbursed to Borrower.

Interest Only Period: The period from the Initial Loan Amount Funding Date and ending on the Maturity Date.
 

2
PROMISSORY NOTE


Monthly Installment: As provided in Section 1(c) hereof.
Permitted Prepayment Period: The Loan may not be prepaid in whole or in part at any time prior to the Maturity Date except as follows. Commencing on  July 1, 2017 (the “Prepayment Commencement Date”) Borrower may prepay the Loan without a prepayment fee on ten (10) days prior written notice.
Sections 8, 9 and 10 set forth other provisions relating to permitted and prohibited prepayments
Liable Party: KBSGI REIT PROPERTIES, LLC, a Delaware limited liability company

Addresses of Liable Party:

KBSGI REIT PROPERTIES, LLC
c/o KBS Capital Advisors LLC
800 Newport Center Drive, Suite 700
Newport Beach, California 92660
Attn: Clint Copulos, Vice President of Asset
Management
 
With a copy to:
  
KBSGI REIT PROPERTIES, LLC
c/o KBS Capital Advisors LLC
800 Newport Center Drive, Suite 700
Newport Beach, CA 92660
Attn: Todd Smith, VP, Controller REIT Corporate Accounting
 
And to:
 
KBSGI REIT PROPERTIES, LLC
c/o KBS Capital Advisors LLC
800 Newport Center Drive, Suite 700
Newport Beach, CA 92660
Attn: Bryce Lin, Director of Finance and Reporting

And to:
Greenberg Traurig
3161 Michelson Drive, Suite 1000
Irvine, California 92612
Attention: Bruce Fischer, Esq.
Late Charge: An amount equal to four cents ($.04) for each dollar that is overdue.


3
PROMISSORY NOTE



Default Rate: An annual rate equal to the Interest Rate plus four percent (4%).

Note: This Promissory Note.

Deed of Trust: Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of the Execution Date granted by Borrower to the Trustee named in the Deed of Trust for the benefit of Holder, together with all extensions, renewals, modifications, restatements and amendments thereof.

Loan Documents: This Note, the Deed of Trust and any other documents related to this Note and/or the Deed of Trust (except the Indemnity Agreement and the Guaranty) and all renewals, amendments, modifications, restatements and extensions of these documents.

Guaranty: Guaranty of Recourse Obligations dated as of the Execution Date and executed by Liable Party in favor of Holder, together with all extensions, renewals, modifications, restatements and amendments thereof.

Indemnity Agreement: Unsecured Indemnity Agreement dated as of the Execution Date and executed by Borrower in favor of Holder, together with all extensions, renewals, modifications, restatements and amendments thereof.

The Indemnity Agreement and the Guaranty are not Loan Documents and shall survive repayment of the Loan or other termination of the Loan Documents in accordance with their terms.

Loan:  The loan evidenced by this Note.

 

FOR VALUE RECEIVED, Borrower promises to pay to the order of Holder, at Holder's Address or such other place as Holder may from time to time designate, the Loan Amount with interest payable in the manner described below, in money of the United States of America that at the time of payment shall be legal tender for payment of all obligations.

Capitalized terms which are not defined in this Note shall have the meanings set forth in the Deed of Trust.

1.    Payment of Principal and Interest. Principal and interest under this Note shall be payable as follows:

(a)    The Initial Interest Rate is the rate set forth on the front page of this Note. The Interest Rate will be reset by Holder, effective as of the first calendar day of the second month following the month during which the Initial Loan Amount Funding Date occurs, and effective the first calendar day of the first month of each successive one month period
thereafter during the term of the Loan (individually “Rate Reset Date” and collectively “Rate

4
PROMISSORY NOTE


Reset Dates”). The Interest Rate will be reset as aforesaid to the annual rate equal to the sum of (i) the Spread plus (ii) the “LIBOR Rate” as of approximately 11:00 a.m. London Time on the second Business Day prior to each of the Rate Reset Dates. A “Business Day” shall mean a day that both (x) commercial banks in London are open for international business (including dealings in dollar deposits) and (y) Holder is open for business in New York City;

(b)    The term “LIBOR Rate” as used herein shall mean the one month London interbank offered rate for deposits in U.S. dollars rounded upwards, if necessary, to the nearest one one-hundredth (1/100th) of one percent appearing on the display designated as Reuters Screen LIBOR01 Page, or such other page as may replace LIBOR01 on that service (or such other service as may be nominated as the information vendor by the British Bankers' Association (“BBA”), or successor administrator to the BBA, for the purpose of displaying British Bankers' Association, or successor administrator’s, interest settlement rates for U.S. dollar deposits as the composite offered rate for London interbank deposits). If the aforementioned sources of the LIBOR Rate are no longer available, then the term “LIBOR Rate” shall mean the one month London interbank offered rate for deposits in U.S. dollars rounded upwards, if necessary, to the nearest one one-hundredth (1/100th) of one percent as shown on the appropriate Bloomberg Financial Markets Services Screen or any successor index on such service under the heading “USD”. In the event the LIBOR Rate is no longer available, it shall be replaced by the nearest equivalent or replacement benchmark rate as reasonably determined by Holder in its sole discretion;

(c)    Borrower shall pay interest only in advance on the Initial Loan Amount Funding Date and shall then pay interest only in arrears, on the first day of the second month following the Initial Loan Amount Funding Date and thereafter Borrower shall make payments of interest only on the first day of each month through and including the last month of the Loan term (i.e., July 1, 2021], unless otherwise extended pursuant to Section 14). The entire outstanding principal balance of the Loan together with all accrued interest and all other sums due under the Loan Documents, shall be paid on the first day of the 61st month following the Initial Loan Amount Funding Date (i.e., July 1, 2021 unless otherwise extended pursuant to Section 14). Interest shall be calculated on a daily basis of the actual number of days elapsed over a 360-day year; and

(d)    On the Maturity Date, a final payment in the aggregate amount of the unpaid principal sum evidenced by this Note, all accrued and unpaid interest, and all other sums evidenced by this Note (and all renewals, modifications, consolidations and extensions of this Note) or secured by the Deed of Trust and/or required to be paid by Borrower under any of the other Loan Documents as well as any future loans, advances or fundings under the Deed of Trust that may be made to or on behalf of Borrower by Holder following the Initial Loan Amount Funding Date (collectively, the “Secured Indebtedness”), shall become immediately payable in full.
Borrower acknowledges and agrees that a substantial portion of the original Loan Amount shall be outstanding and due on the Maturity Date.

5
PROMISSORY NOTE


2.    Application of Payments. At the election of Holder, and to the extent permitted by law, all payments shall be applied in the order selected by Holder to any expenses, prepayment fees, late charges, escrow deposits and other sums due and payable under the Loan Documents, and to unpaid interest at the Interest Rate or at the Default Rate, as applicable. The balance of any payments shall be applied to reduce the then unpaid Loan Amount.

3.    Security. The covenants of the Deed of Trust are incorporated by reference into this Note. This Note shall evidence, and the Deed of Trust shall secure, the Secured Indebtedness.

4.    Late Charge. If any payment of interest, any payment of a Monthly Installment or any payment of a required escrow deposit is not paid within seven (7) days after the due date, Holder shall have the option to charge Borrower the Late Charge. The Late Charge is for the purpose of defraying the expenses incurred in connection with handling and processing delinquent payments and is payable in addition to any other remedy Holder may have. Unpaid Late Charges shall become part of the Secured Indebtedness and shall be added to any subsequent payments due under the Loan Documents.

5.    Acceleration Upon Default. To the fullest extent permitted by law, at the option of Holder, the Secured Indebtedness, and all other sums evidenced and/or secured by the Loan Documents, including without limitation any applicable prepayment fees (collectively, the “Accelerated Loan Amount”) shall become immediately due and payable if Borrower fails to pay any sum specified in this Note within ten (10) days after the date of written notice of such failure from Holder to Borrower, provided, however, that Holder shall not be required to provide such notice more than one (1) time in any twelve (12) month period or two (2) times in the aggregate during the term of the Loan, and in the event that Holder is no longer required to provide Borrower with such notices of such failure, then the failure of Borrower to pay any sum specified in this Note within ten (10) days of the date when such amount is due shall cause the Accelerated Loan Amount to become immediately due and payable.
6.    Interest Upon Default. The Accelerated Loan Amount shall bear interest at the Default Rate which shall never exceed the maximum rate of interest permitted to be contracted for under the laws of the State. The Default Rate shall commence upon the occurrence of an Event of Default and shall continue until all defaults are cured.

7.    Limitation on Interest. The agreements made by Borrower with respect to this Note and the other Loan Documents are expressly limited so that in no event shall the amount of interest received, charged or contracted for by Holder exceed the highest lawful amount of interest permissible under the laws applicable to the Loan. If at any time performance of any provision of this Note or the other Loan Documents results in the highest lawful rate of interest permissible under applicable laws being exceeded, then the amount of interest received, charged or contracted for by Holder shall automatically and without further action by any party be deemed to have been reduced to the highest lawful amount of interest then permissible under applicable laws. If Holder shall ever receive, charge or contract for, as interest, an amount which
is unlawful, at Holder's election, the amount of unlawful interest shall be refunded to Borrower (if actually paid) or applied to reduce the then unpaid Loan Amount.

6
PROMISSORY NOTE


To the fullest extent permitted by applicable laws, any amounts contracted for, charged or received under the Loan Documents included for the purpose of determining whether the Interest Rate would exceed the highest lawful rate shall be calculated by allocating and spreading such interest to and over the full stated term of this Note.

8.    Prepayment. Borrower shall not have the right to prepay all or any portion of the Loan Amount at any time during the term of this Note except as expressly set forth in the Defined Terms. If Borrower provides notice of its intention to prepay, the Accelerated Loan Amount shall become due and payable on the date specified in the prepayment notice; provided, however, that, no more than two (2) times in any twelve (12) month period, Borrower shall have the right (at no cost charged by Holder to Borrower) to revoke any notice to Holder of Borrower’s notice to prepay upon not less than five (5) business day’s prior written notice to Holder.

9.    Lockout Prepayment Fee.

(a)     Any tender of payment by Borrower or any other person or entity of the Secured Indebtedness, other than as expressly provided in the Loan Documents, prior to the Prepayment Commencement Date shall constitute a prohibited prepayment. If a prepayment of all or any part of the Secured Indebtedness is made (i) following an Event of Default and an acceleration of the Maturity Date, (ii) as a result of the application of money to the principal of the Loan after a casualty or condemnation, or (iii) in connection with a purchase of the Property or a repayment of the Secured Indebtedness at any time before, during or after, a judicial or non-judicial foreclosure sale of the Property, then to compensate Holder for the loss of the investment, if such event occurs prior to the Prepayment Commencement Date, Borrower shall pay an amount equal to the Lockout Prepayment Fee (as hereinafter defined). Notwithstanding the foregoing, so long as Borrower makes a good faith effort to recover any Lockout Prepayment Fee which would be due as a result of a casualty or condemnation, from the insurer in the case of a casualty or from the condemning authority, then the Lockout Prepayment Fee due as a result of the casualty or condemnation shall be waived except to the extent recovered by Borrower.

(b)    The “Lockout Prepayment Fee” shall be equal to the greater of (a) the value of all remaining Partial Monthly Payments of Interest (as defined below), or (b) one percent (1%) of the amount of the principal being prepaid. A “Partial Monthly Payment of Interest” shall be defined as the outstanding principal balance of the Loan multiplied by the sum of the Spread plus the LIBOR Rate, divided by 360, multiplied by 365 and divided by 12. The number of “remaining” Partial Monthly Payments of Interest to be used in the calculation of the Lockout Prepayment Fee shall be equal to the number of remaining monthly installments of principal and interest due on the Loan to and including the Prepayment Commencement Date.

10.    Waiver of Right to Prepay Note Without Prepayment Fee. Borrower acknowledges that Holder has relied upon the anticipated investment return under this Note in entering into transactions with, and in making commitments to, third parties and that except as
and when prepayment is expressly permitted under the terms of this Note without a prepayment fee, the tender of any prohibited prepayment or any permitted prepayment which pursuant to the

7
PROMISSORY NOTE


terms of this Note requires a Lockout Prepayment Fee, shall include the Lockout Prepayment Fee. Borrower agrees that the determination of the Interest Rate was based on the intent, expectation and agreement (and the Interest Rate would have been higher without such agreement) of Borrower and Holder that the amounts advanced under this Note would not be prepaid during the term of this Note, or if any such prepayment would occur, the Lockout Prepayment Fee would apply (except as expressly permitted by the terms of this Note). Borrower also agrees that the Lockout Prepayment Fee represents the reasonable estimate of Holder and Borrower of a fair average compensation for the loss that may be sustained by Holder as a result of a prepayment of this Note and it shall be paid without prejudice to the right of Holder to collect any other amounts provided to be paid under the Loan Documents.

BORROWER EXPRESSLY (A) WAIVES ANY RIGHTS IT MAY HAVE UNDER OREGON LAW TO PREPAY THIS NOTE, IN WHOLE OR IN PART, WITHOUT FEE OR PENALTY, UPON ACCELERATION OF THE MATURITY DATE OF THIS NOTE, AND (B) AGREES THAT IF, FOR ANY REASON, A PREPAYMENT OF THIS NOTE IS MADE, UPON OR FOLLOWING ANY ACCELERATION OF THE MATURITY DATE OF THIS NOTE BY HOLDER ON ACCOUNT OF ANY DEFAULT BY BORROWER UNDER ANY LOAN DOCUMENT, INCLUDING BUT NOT LIMITED TO ANY TRANSFER, FURTHER ENCUMBRANCE OR DISPOSITION WHICH IS PROHIBITED OR RESTRICTED BY THE DEED OF TRUST, THEN BORROWER SHALL BE OBLIGATED TO PAY CONCURRENTLY THE LOCKOUT PREPAYMENT FEE SPECIFIED IN SECTION 9. BY INITIALING THIS PROVISION IN THE SPACE PROVIDED BELOW, BORROWER AGREES THAT HOLDER’S AGREEMENT TO MAKE THE LOAN AT THE INTEREST RATE AND FOR THE TERM SET FORTH IN THIS NOTE CONSTITUTES ADEQUATE CONSIDERATION FOR THIS WAIVER AND AGREEMENT.
BORROWER’S INITIALS:/s/CJS
11.    Liability of Borrower.

(a)    Upon the occurrence of an Event of Default, except as provided in this Section 11, Holder will look solely to the Property and the security under the Loan Documents for the repayment of the Secured Indebtedness and will not enforce a deficiency judgment against Borrower. However, nothing contained in this provision shall limit the rights of Holder to proceed against Borrower and/or the Liable Party (but not any of their respective constituent members, partners, or shareholders, direct or indirect, other than Liable Party under the Guaranty), if any, (i) to enforce any leases entered into by Borrower or its affiliates as a tenant under any of the Leases; (ii) to recover damages for fraud, material misrepresentation, material breach of warranty (and in order to recover from Liable Party, material, intentional misrepresentation or material, intentional breach of warranty) or intentional material physical waste; (iii) to recover any condemnation proceeds or insurance proceeds or other similar funds which have been misapplied by Borrower in violation of the Loan Documents or which, under the terms of the Loan Documents, should have been paid to Holder; (iv) to recover (A) any tenant security deposits, tenant letters of credit or other tenant deposits or tenant termination,
restoration, or signage fees or other similar fees paid to Borrower in connection with the Property and that are not applied as expressly set forth in the Loan Documents, or (B) prepaid

8
PROMISSORY NOTE


rents for a period of more than thirty (30) days after an Event of Default; (v) to recover Rents and Profits received by Borrower after the first day of the month in which an Event of Default occurs and prior to the date Holder acquires title to the Property which have not been applied to the Loan or in accordance with the Loan Documents to operating and maintenance expenses of the Property; (vi) to recover solely from Borrower (and not Liable Party with respect to this Section 11(a)(vi)) damages, costs and expenses arising from, or in connection with, Article 6 of the Deed of Trust pertaining to hazardous materials or the Indemnity Agreement; (vii) with respect to Borrower only (and not Liable Party), to recover all amounts due and payable pursuant to Sections 11. 6 and 11.7 of the Deed of Trust and any amount expended by Holder in connection with the foreclosure of the Deed of Trust; (viii) to recover costs and damages arising from Borrower’s failure to pay any insurance premiums or Impositions in the event Borrower is not required to deposit such amounts with Holder pursuant to Section 2.5 of the Deed of Trust; and (ix) to recover damages arising from Borrower’s failure to comply with Section 8.1 of the Deed of Trust pertaining to ERISA.
 
(b)    The limitation of liability in Section 11(a) shall not apply and the Loan will be a recourse loan to the Borrower and to Liable Party (but not any of their respective constituent members or partners, or shareholders, direct or indirect, other than Liable Party under the Guaranty), in the event that Borrower commences a voluntary bankruptcy or insolvency proceeding or is involved in a collusive involuntary bankruptcy or insolvency proceeding, which is not dismissed within one hundred twenty (120) days of filing. In addition, this agreement shall not waive any rights which Holder would have under any provisions of the U.S. Bankruptcy Code to file a claim for the full amount of the Secured Indebtedness or to require that the Property shall continue to secure all of the Secured Indebtedness.
(c)    The limitation of liability in Section 11(a) shall not apply and the Loan shall be fully recourse to Borrower and the Liable Party (but not any of their respective constituent members, partners or shareholders, direct or indirect, other than Liable Party under the Guaranty), in the event there is a voluntary Transfer or voluntary Secondary Financing except as permitted in the Loan Documents or as otherwise approved in writing by Holder. For purposes of this paragraph, “Transfers” shall only refer to transfers of ownership of the Property or of ownership in entities directly or indirectly owning the Property, in each case which is voluntary.
(d)    Notwithstanding the foregoing, in the event that Borrower fails to maintain or replace the Interest Rate Cap Agreement as and when required under the Deed of Trust or the terms of the Interest Rate Cap Agreement, at Holder’s sole option, Borrower and Liable Party (but not any of their respective constituent members, partners, or shareholders, direct or indirect, other than Liable Party under the Guaranty), shall be liable on a recourse basis for all actual damages, costs, expenses, or liabilities (including reasonable attorneys’ fees) that Holder may incur as a result of such failure and the limitation on liability set forth in Section 11(a) of the Note and Section 9.1(a) of the Deed of Trust shall not be applicable thereto; provided however, that in no event shall Borrower be liable for consequential damages arising out of such failure, including, without limitation, incidental damages, punitive damages, lost profits or opportunity costs.
    

9
PROMISSORY NOTE


12.    Earn Out Funding. Borrower may request that Holder disburse additional loan proceeds in an amount up to but not exceeding the Maximum Loan Amount solely to reimburse Borrower for tenant improvements and leasing commissions, subject to the terms and conditions set forth in this Section 12; provided, however, in no event shall the total Loan Amount exceed $47,400,000.00:
(a)    The “Earn Out Funding” shall be equal to the amount funded to reimburse Borrower for the costs associated with tenant improvements and leasing commissions paid for new leases, lease expansions or lease renewals that meet the requirements of the Leasing Guidelines or as otherwise reasonably approved by Holder.
(b)    Tenant improvements for leases shall not exceed sixty-five and 00/100 dollars ($65.00) per rentable square foot for new leases and renewals. Leasing commissions in all cases shall not exceed seven and a half percent (7.5%) of gross rentals.
(c)    The Earn Out Funding shall be funded in amounts of not less than five hundred thousand dollars ($500,000.00) per advance, with reasonable out of pocket costs incurred by Holder paid to Holder for each advance, with no more than one advance per quarter or four advances per year (provided that the final advance may be less than five hundred thousand dollars ($500,000.00) if necessary to achieve the Maximum Loan Amount.
(d) On each Earn Out Funding Date, the Debt Yield Ratio (as defined in Section 14(c) below) based on the net operating income, in the opinion of Holder acting reasonably, derived from the Property shall be no less than nine percent (9.0%) during the first (1st) three (3) years of the Loan at the time of the requested future funding, and no less than nine and half percent (9.5%) thereafter at the time of the requested future funding.
(e)    On each Earn Out Funding Date, the loan to value ratio based on the Property shall not exceed sixty percent (60%) as determined by Holder in its reasonable discretion. In the event the threshold is not achieved, Borrower shall have the right to request in writing that Holder engage, at Borrower’s sole cost and expense, an appraiser to determine the value of the Property, and Holder shall engage such appraiser.
(f)    On each Earn Out Funding Date, there shall be no material adverse change in the Borrower or the Property and there shall be no Event of Default under this Note, the Assignment of Leases, the Guaranty or the Unsecured Indemnity Agreement or facts existing that with the giving of notice or passage of time would constitute an Event of Default.
(g)    The Annual Interest Rate applicable to the Initial Loan Amount shall be applicable to the Earn Out Funding, and at Holder’s option shall be documented as additional advances to the existing Loan Amount.
(h)    The documentation required to be submitted to Holder for the Earn Out Funding shall include, but not be limited to (but only to the extent applicable): (i) copies of the applicable fully executed leases or lease amendments, (ii) copies of the applicable commencement date agreements or other documentation reasonably acceptable to Holder that confirms each tenant’s acceptance of its premises (if available in connection with said draw

10
PROMISSORY NOTE


request), (iii) copies of invoices, (iv) copies of lien releases (for reimbursements of costs incurred by Borrower for the prior tenant improvements or portion thereof), (v) a signed certification by a corporate officer of the Borrower (or the equivalent) confirming that the applicable portion of the subject tenant improvements has been completed and has been (or will be) paid for and (vi) any other documentation reasonably requested by Holder.
(i)    The Borrower shall be responsible for all reasonable third party costs associated with the inspection or verification of construction as described in this Section 12 and for all reasonable attorneys’ fees in connection with the Earn Out Funding. Holder may retain the services of a third party consultant to perform inspections upon completion of construction, and the reasonable cost of such consultant shall be borne by the Borrower.
(j)    The Earn Out Funding shall be on such other terms and conditions as Holder may reasonably determine to be consistent with funding the Loan, including obtaining title insurance endorsements (to the extent available) insuring a continued first lien of the Loan at the time of each funding in the amount of such funding, which shall be provided by Borrower.
13.    Waiver by Borrower. Except as expressly otherwise provided in this Note or in the other Loan Documents, Borrower and others who may become liable for the payment of all or any part of this Note, and each of them, waive diligence, demand, presentment for payment, notice of nonpayment, protest, notice of dishonor and notice of protest, notice of intent to accelerate and notice of acceleration and specifically consent to and waive notice of any amendments, modifications, renewals or extensions of this Note, including the granting of extension of time for payment, whether made to or in favor of Borrower or any other person or persons.
14.    Extension of Maturity Date.

(a)    Borrower shall have two (2) one-year options to extend the Maturity Date of the Loan (the “Extension Options”).
(b)    The Interest Rate during each of the extensions shall be the (a) the sum of (x) the one month LIBOR Rate plus (y) the Spread.
(c)    The Extension Options shall be subject to the following conditions: (i) there shall be no Event of Default under the Loan Documents, the Indemnity Agreement or the Guaranty at the time of the exercise of any Extension Option; (ii) the Debt Yield Ratio (as defined below) at the time of the exercise of the applicable Extension Option shall be no less than 9.5% (the “Debt Yield Requirement”); (iii) the loan to value ratio of the Property at the time of the exercise of the applicable Extension Option shall be no greater than sixty percent (60%) as determined by Holder in its reasonable discretion (the “Loan to Value Requirement”); provided, however, in the event the Loan to Value Requirement is not satisfied, Borrower shall have the right to request in writing that Holder engage, at Borrower’s sole cost and expense, an appraiser to determine the value of the Property, which appraiser Holder shall engage; (iv) the Borrower shall comply with all of the requirements set forth in the first sentence of Section 2.11(b) of the Deed of Trust pertaining the Interest Rate Cap Agreement (the “Interest Rate Cap Requirements”) (except that with

11
PROMISSORY NOTE


respect to each of the Extension Options the interest rate referred to in the first sentence of the Interest Rate Cap Requirements shall be such interest rate that is determined by Holder in its sole good faith discretion); (v) the Borrower shall pay all costs and expenses incurred by Holder in connection with such extension including title insurance premiums, documentation costs and reasonable attorneys’ fees; (vi) Borrower shall pay a fee equal to twenty-five one hundredths percent (0.25%) of the outstanding Loan balance for each Extension Option exercised; and (vii) Borrower and Liable Party shall execute applicable extension documents satisfactory to Holder relating to the Loan Documents, the Indemnity Agreement and the Guaranty (provided that Liable Party shall not be required to execute the Indemnity Agreement or any modification thereof). “Debt Yield Ratio” shall mean the ratio (expressed as a percentage) of the net operating income derived from the Property projected for the succeeding twelve (12) month period, as determined by Holder in its reasonable discretion (“Projected NOI”), to the outstanding principal balance of the Loan. Projected NOI shall be determined by Holder in its reasonable discretion based on financial statements, rent rolls and budgets to be provided by Borrower and reasonably satisfactory to Holder. In the event that the Debt Yield Requirement and/or the Loan to Value Requirement is not satisfied, Borrower may prepay the outstanding principal balance of the Loan, without a prepayment fee, in the amount necessary to satisfy such conditions.
(d)    In the event Borrower wishes to exercise an Extension Option it shall provide Holder with notice that it shall exercise such Extension Option at least forty-five (45) days prior to the applicable Maturity Date of the Loan. Holder shall determine such initial Interest Rate as of approximately 11:00 a.m. London time on the second Business Day prior to the applicable Maturity Date. Holder shall notify the Borrower of the initial Interest Rate and acceptable terms for any required interest rate protection instrument (in accordance with the terms of Section 2.11 of the Deed of Trust) with respect to any extension prior to such applicable Maturity Date.
(e)    With respect to any extension, the Interest Rate will be reset by Holder effective the first calendar day of the second month following the month during which the effective date of the extension occurred and effective the first calendar day of the first month of each successive one month period thereafter during the remaining term of the Loan (the “Extension Rate Reset Dates”) and Borrower shall comply with all of the Interest Rate Cap Requirements. The Interest Rate will be reset as aforesaid to the rate equal to the sum of (x) the Spread plus (ii) the one month LIBOR Rate as of approximately 11:00 a.m. London time on the second Business Day prior to each of the Extension Rate Reset Dates.
15.    Exercise of Rights. No single or partial exercise by Holder, or delay or omission in the exercise by Holder, of any right or remedy under the Loan Documents shall waive or limit the exercise of any such right or remedy. Holder shall at all times have the right to proceed against any portion of or interest in the Property in the manner that Holder may deem appropriate, without waiving any other rights or remedies. The release of any party under this
Note shall not operate to release any other party which is liable under this Note and/or under the other Loan Documents or under the Indemnity Agreement.

        

12
PROMISSORY NOTE


16.    Fees and Expenses. If Borrower defaults under this Note, Borrower shall be personally liable for and shall pay to Holder, in addition to the sums stated above, the reasonable costs and expenses of enforcement and collection, including a reasonable sum as an attorney's fee. This obligation is not limited by Section 11.

17.    No Amendments. This Note may not be modified or amended except in a writing executed by Borrower and Holder. No waivers shall be effective unless they are set forth in a writing signed by the party which is waiving a right. This Note and the other Loan Documents are the final expression of the lending relationship between Borrower and Holder.

18.    Governing Law. This Note is to be construed and enforced in accordance with the laws of the State in which the Property is located.

19.    Construction. The words “Borrower” and “Holder” shall be deemed to include their respective heirs, representatives, successors and assigns, and shall denote the singular and/or plural, and the masculine and/or feminine, and natural and/or artificial persons, as appropriate. The provisions of this Note shall remain in full force and effect notwithstanding any changes in the shareholders, partners or members of Borrower. If more than one party is Borrower, the obligations of each party shall be joint and several. The captions in this Note are inserted only for convenience of reference and do not expand, limit or define the scope or intent of any section of this Note.

20.    Notices. All notices, demands, requests and consents permitted or required under this Note shall be given in the manner prescribed in the Deed of Trust.

21.    Time of the Essence. Time shall be of the essence with respect to all of Borrower's obligations under this Note.

22.    Severability. If any provision of this Note should be held unenforceable or void, then that provision shall be deemed separable from the remaining provisions and shall not affect the validity of this Note, except that if that provision relates to the payment of any monetary sum, then Holder may, at its option, declare the Secured Indebtedness (together with the Lockout Prepayment Fee, if applicable) immediately due and payable.

21.    ORAL LOAN AGREEMENTS. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY LENDER CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY LENDER TO BE ENFORCEABLE.

[Signature on following page]


13
PROMISSORY NOTE



IN WITNESS WHEREOF, Borrower has executed this Promissory Note as of the Execution Date.


KBSGI 421 SW 6TH AVENUE, LLC,
a Delaware limited liability company

By:
KBSGI REIT ACQUISITION II, LLC,
a Delaware limited liability company,
its sole member
By:
KBSGI REIT PROPERTIES, LLC,
a Delaware limited liability company,
its sole member
By:
KBS GROWTH & INCOME LIMITED PARTNERSHIP,
a Delaware limited partnership,
its sole member
By:
KBS GROWTH & INCOME REIT, INC.,
a Maryland corporation,
its general partner
By:
/s/ Charles J. Schreiber, Jr.
Charles J. Schreiber, Jr.,
Chief Executive Officer



S-1
PROMISSORY NOTE
 EX-10.7 7 kbsgiq22016exhibit107.htm REAL ESTATE CO-MANGEMENT AGREEMENT (COMMONWEALTH) Exhibit


Exhibit 10.7

REAL ESTATE PROPERTY CO-MANAGEMENT AGREEMENT

This Real Estate Property Co-Management Agreement (“Agreement”) is made as of June 18, 2016, between KBSGI 421 SW 6th AVENUE, LLC, a Delaware limited liability company (“Owner”) acting through KBS CAPITAL ADVISORS, LLC, a Delaware limited liability company (“Owner’s Representative”) and KBS MANAGEMENT GROUP, LLC, a Delaware limited liability company (“Co-Manager”) with reference to the following facts:
A.Owner is the owner of, or is contemplating the acquisition of, the land and improvements commonly known as the Commonwealth Building located at 421 SW 6th Avenue, Portland, Oregon 97204 (the “Premises”). Owner has retained CBRE, Inc. to provide certain property management and operational services for the Premises, however, for the benefit of the Premises, Owner requires certain additional management services which CBRE, Inc. either does not provide, charges additional fees to provide, or is in conflict with providing.
B.    Co-Manager represents that it is in the business of providing the management services described herein to the Premises and possesses the skills and experience necessary for the efficient first class management of the Premises.
Now, Therefore, Owner and Co-Manager agree as follows:
ARTICLE I
BASIC TERMS
1.1    Effective Date: Co-Manager’s appointment under Article III shall become effective as of July 1, 2016, the (“Effective Date”), except that if this Agreement is executed by Owner in anticipation of acquiring the Premises, the Effective Date shall be the date of such acquisition, and Owner shall be under no obligation to Co-Manager unless Owner acquires the Premises.
1.2    Term: The term of this Agreement (“Term”) is one (1) year from the Effective Date, and shall be deemed renewed for successive periods of one (1) year, subject at all times to the rights of termination set forth in Section 9.1.
1.3    Role of Owner’s Representative: Owner’s Representative is the duly authorized representative of Owner for the purpose of this Agreement and all powers and rights of Owner under this Agreement shall be exercised by Owner’s Representative and all communications, remittances and things of any kind required to be delivered to Owner shall be delivered to Owner’s Representative.
1.4    Co-Manager’s Bond or Commercial Crime Insurance Policy. Owner has approved the following bond or Commercial Crime Insurance Policy furnished by Co-Manager pursuant to Section 4.9.

1


Insurance Company: Federal Insurance Company
Term:    2/15/16 – 2/15/17
Amount: $5,000,000
Form:    Discovery

1.5    Address of Owner’s Representative. Unless changed by notice to Co-Manager, the address of Owner’s Representative for notices under Section 11.2 shall be:
KBS Capital Advisors, LLC
800 Newport Center Drive, Suite 700
Newport Beach, California 92660
Attention:    Clint Copulos, Vice President

1.6    Address of Co-Manager. Unless changed by notice to Owner, the address of Co-Manager for notices under Section 11.2 shall be:
KBS Management Group, LLC
800 Newport Center Drive, Suite 700
Newport Beach, California 92660
Attention: Kim Smith, Senior Vice President

1.7    Co-Management Fee. Subject to Article IX, the co-management fee payable to Co-Manager for its Services under this Agreement (“Co-Management Fee”) shall be an amount per month equal to one and one quarter percent (1.25%) of the rent from the Premises, as defined in Section 8.1, payable and actually collected for the month, subject to the limitations contained in Article IX.
1.8    ERISA Requirements. If Owner is an employee benefit plan or a trust formed as a part of an employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 check the following space: _____. If the space is checked, the provisions of Exhibit B attached to this Agreement are made a part of this Agreement by this reference. If the space is not checked Exhibit B shall not be applicable.
ARTICLE II
    
INDEX OF DEFINED TERMS AND EXHIBITS
Term
Where Defined
 
 
Effective Date
Section 1.1
Term
Section 1.2
 
 
Co-Management Fee
Sections 1.7
Co-Manager
Introductory paragraph
Owner
Introductory paragraph
Owner’s Representative
Introductory paragraph
Premises
Recital A


2


Term
Where Defined
 
 
Services
Section 4.1

Exhibit
Title
Reference
 
 
 
A
Duties of Co-Manager
Section 4.1
B
ERISA Requirements
Section 1.8

ARTICLE III
    
APPOINTMENT
Owner hereby appoints Co-Manager as the co-manager for the Premises as of the Effective Date, and hereby authorizes Co-Manager to exercise such powers with respect to the Premises as may be necessary for the performance of Co-Manager’s obligations under Article IV. Co-Manager hereby accepts such appointment on the terms and conditions hereinafter set forth for the Term specified in Section 1.2. Co-Manager shall have no right or authority, express or implied, to commit or otherwise obligate Owner in any manner whatsoever, except to the extent expressly provided in this Agreement. Co-Manager agrees to cooperate in good faith with Manager to ensure the efficient delivery of the Services under this Agreement.
ARTICLE IV
    
DUTIES OF CO-MANAGER
4.1    General Duties.
(a)    Co-Manager, on behalf of Owner, shall use its best efforts in the co-management of the Premises and shall comply with Owner’s instructions as set forth herein or as may from time to time be provided by Owner to Co-Manager. Co-Manager shall perform its duties in a first-class, professional, diligent, careful and vigilant manner and shall co-manage the Premises as a first-class facility. In connection therewith, Co-Manager shall implement, or cause to be implemented, the Owner’s decisions relating to this Agreement. Co-Manager shall at all times conform to the policies and programs established by Owner and the scope of Co-Manager’s authority shall be limited thereby. Co-Manager shall afford Owner the full benefit of the judgment, experience and advice of Co-Manager and Co-Manager’s organization with respect to the policies to be addressed pursuant to this Agreement, and the execution of its responsibilities in a diligent, careful and vigilant manner. In particular, Co-Manager shall have the duties and obligations set forth hereafter in this Article V and as further described in Exhibit A attached hereto (the “Services”).
4.2    Utility and Service Contracts. Co-Manager may negotiate contracts on behalf of Owner for utilities and other services as are currently being furnished to the Premises for terms of not greater than one (1) year, unless otherwise approved by Owner in writing. All such service contracts shall be in the name of Owner, signed by Co-Manager as Owner’s authorized agent,

3


and shall be terminable on thirty (30) days notice or less. Notwithstanding the foregoing, Owner or Owner’s consultants shall have the right to negotiate a master agreement for any and/or all utilities at the Premises.
4.3    Employment of Personnel. All persons employed by Co-Manager in connection with providing Services under this Agreement shall either be employees of Co-Manager or independent contractors and shall not be employees of Owner. Subject to reimbursement pursuant to Section 8.2, Co-Manager shall select, employ, pay, supervise, direct and discharge all employees necessary for the operation and maintenance of the Premises, and use reasonable care in the selection and supervision of such employees. Co-Manager shall be responsible for complying with all laws, regulations and collective bargaining agreements affecting such employment. Co-Manager will be and will continue throughout the term of this Agreement to be an Equal Opportunity Employer.
(a)    Co-Manager shall require that all contractors and consultants engaged by Co-Manager on behalf of Owner and brought onto the Premises have insurance coverage at the contractors’ or consultants’ expense, in the following minimum amounts:
(i)
Worker’s Compensation:
Statutory Amount

(ii)
Employer’s Liability:
$1,000,000 minimum

(iii)
Commercial General Liability:
$1,000,000 per Occurrence and $2,000,000 Aggregate for Bodily Injury and Property Damage.

(iv)
Comprehensive Automobile:
$1,000,000 each occurrence Liability Insurance combined single limit for bodily injury and property damage. Evidence should indicate that liability coverage evidenced extends to both owned and non-owned vehicles.


(b)    With respect to items (i) through (iii) noted above in Section 4.3(a), all contractors and subcontractors performing work at/on the Premises shall name Owner as an additional insured to the Commercial General Liability insurance. Further, a waiver of subrogation endorsement to both the Commercial General Liability insurance policy and Workers Compensation insurance policy should be furnished in favor of Owner and Co-Manager. All certificates obtained by Co-Manager and furnished to Owner should evidence these items.
(c)    Co-Manager shall obtain all necessary receipts, releases, waivers, discharges and assurances necessary to keep the Premises free of any mechanics’, laborers’, materials suppliers’ or vendors’ liens in connection with the Services related to this Agreement. All such documentation shall be in such form as required by Owner.

4


4.4    Contracts with Third Parties.
(a)    Co-Manager shall directly supervise and be responsible for all contractors and consultants hired by Co-Manager for the Premises. Excluding service agreements referenced in an annual budget approved by Owner, all of such contractors shall be subject to Owner’s prior written approval. Co-Manager shall assure that any contractor or consultant performing work on the Premises maintains insurance satisfactory to Owner, including, but not limited to, Workers’ Compensation Insurance (and, when required by law, compulsory Non-Occupational Disability Insurance) and insurance against liability for injury to persons and property arising out of all such contractor’s operations naming Co-Manager, Owner and Owner’s Representative as additional insureds. Co-Manager shall obtain certificates of insurance for all such insurance before the work begins. Co-Manager shall furnish copies of the certificates to Owner if requested by Owner.
4.5    Complaints and Notices.
(a)    Co-Manager shall notify Owner promptly of: (i) any notice received by Co-Manager or known to Co-Manager of violation of any governmental requirements (and make recommendations regarding compliance therewith); (ii) any defect or unsafe condition in the Premises known to Co-Manager; (iii) any notice received by Co-Manager or known to Co-Manager of violation of covenants, conditions and restrictions affecting the Premises or noncompliance with loan documents affecting the Premises, if any; (iv) any fire, accident or other casualty or damage to the Premises; (v) any condemnation proceedings, rezoning or other governmental order, lawsuit or threat thereof involving the Premises; (vi) any violations relative to the leasing, use, repair and maintenance of the Premises under governmental laws, rules, regulations, ordinances or like provisions; (vii) defaults under any leases or other agreements affecting the Premises; or (viii) any violation of any insurance requirement. Co-Manager shall promptly deliver to Owner copies of any documentation in its possession relating to such matters. Co-Manager shall keep Owner reasonably informed of the status of the particular matter through the final resolution thereof. In the case of any fire or other damage to the Premises or violation or alleged violation of laws respecting Hazardous Wastes, Co-Manager shall immediately give telephonic notice thereof to Owner. Co-Manager shall retain in the records it maintains for the Premises copies of all supporting documentation with reference to such notices.
(b)    Co-Manager shall promptly notify Owner and any insurance agent Owner may designate of any personal injury or property damage occurring to or claimed by any tenant or third party on or with respect to the Premises. Co-Manager shall promptly forward to Owner with copies to any insurance agent Owner may designate any summons, subpoena or other legal document served upon Co-Manager relating to the actual or alleged potential liability of Owner, of Co-Manager or of the Premises.
(c)    Should any claim, demand, suit or other legal proceeding be made or instituted by any third party against Owner which arises out of any matters relating to the Premises, this Agreement or Co-Manager’s performance hereunder, Co-Manager shall

5


give Owner all pertinent information, and reasonable assistance, in the defense or other disposition thereof.
4.6    Compliance with Laws and Other Requirements.
(a)    To the extent Co-Manager becomes aware of the Premises being in non-compliance (or is suspected to be in non-compliance) with any laws, ordinances, rules or regulations relating to the Premises, then Co-Manager shall promptly notify Owner in writing of such non-compliance or suspected non-compliance.
(b)    To the extent Co-Manager becomes aware of the Premises being in non-compliance (or is suspected to be in non-compliance) with any insurance policy or insurance policies insuring Owner in relation to the Premises, then Co-Manager shall promptly notify Owner in writing of such non-compliance or suspected non-compliance.
4.7    Property Review, Tax Review and Other Programs.
(a)    Co-Manager shall participate in Owner’s property review programs to the extent reasonably requested by Owner. Such review shall include asset, investment, financial and strategy profiles in form and substance satisfactory to Owner and such assistance as Owner may request in connection with appraisals of the Premises. Co-Manager shall respond, within ten (10) days, to Owner’s management evaluation reports concerning actions to be taken by Co-Manager to correct or modify its management standards for the operations or financial services provided for the Premises.
(b)    Co-Manager shall participate in Owner’s tax review program. Co-Manager shall check tax assessments and assist Owner, when requested by Owner, in efforts to reduce such taxes. Co-Manager shall promptly furnish Owner with copies of all assessment notices and receipted tax bills.
(c)    Co-Manager shall comply with Owner’s energy conservation and Hazardous Materials policies, as communicated by Owner to Co-Manager, and submit energy consumption and Hazardous Materials reports for the Premises in accordance with Owner’s program for energy and Hazardous Materials audits and reviews.
4.8    Confidentiality. Subject to applicable law or governmental regulation, Co-Manager and all persons retained or employed by Co-Manager in performing its Services shall hold in confidence and not use or disclose to others any confidential or proprietary information of Owner heretofore or hereafter disclosed to Co-Manager, including, but not limited to, any data, information, plans, programs, processes, costs, operations or tenants which may become known to Co-Manager in the performance of, or as a result of, its Services, except where Owner specifically authorizes Co-Manager to disclose any of the foregoing to others or such disclosure reasonably results from the performance of Co-Manager’s duties hereunder. Notwithstanding anything to the contrary set forth above, the foregoing shall not apply if such information (a) is disclosed upon Owner’s written request, (b) is available to the general public or known within the real estate industry, or (c) is required to be disclosed pursuant to law, court order or subpoena.

6


4.9    Co-Manager’s Bond and Insurance.
(a)    Co-Manager shall bond all of its employees who may handle or be responsible for monies or other property of Owner or shall obtain a Commercial Crime Insurance Policy covering the activities of such employees. Co-Manager shall maintain the bond or Commercial Crime Insurance Policy in such amount or in an amount equal to three times the monthly rent roll for the Premises, including the projected rent for vacant space, whichever is greater. Such bond or Commercial Crime Insurance Policy shall contain a loss payee endorsement in favor of Owner as it relates to the Premises. Co-Manager shall furnish a copy of an insurance certificate evidencing such bond or Commercial Crime Insurance Policy with loss payee endorsement in favor of Owner to Owner prior to the Effective Date and thereafter immediately upon renewing or replacing such bond or Commercial Crime Insurance Policy.
(b)    Co-Manager shall maintain the following insurance in Co-Manager’s name applicable to Co-Manager’s activities under this Agreement:
(i)    Commercial General Liability Insurance, in an amount equal to $1,000,000 per occurrence and $2,000,000 aggregate, covering all Premises operations, products and completed operations.
(ii)    Automobile Liability Insurance, covering both owned and non-owned vehicles, in an amount equal to $1,000,000, combined single limit.
(iii)    Workers Compensation Insurance, as required by law covering all Co-Manager’s employees (and, when required by law, compulsory Non-Occupational Disability Insurance). A waiver of subrogation in favor of Landlord shall be included.
(iv)    Excess Liability in an amount of $5,000,000 per occurrence, and $5,000,000 aggregate over general liability and auto liability.
(v)    Professional Liability in the amount of $5,000,000 per occurrence in the aggregate.
(vi)    Employment Practices Liability in the amount of $2,000,000 per occurrence, and $2,000,000 aggregate. Coverage shall include wrongful termination, sexual harassment and violations of the Americans with Disabilities Act of 1990, as amended (defense costs coverage only). Coverage should also include: (1) third party claims, (2) wage and hour law coverage, and (3) punitive damages where legally allowed and to the extent of coverage under the policy.
With respect to items (i) through (vi) of Section 4.9 above, Co-Manager’s insurance should also provide a waiver of subrogation endorsement to both the Commercial General Liability insurance policy and Workers Compensation insurance policies in favor of Owner. All certificates provided by Co-Manager and furnished to Owner should evidence this. Owner shall be named as an additional insured on the Commercial General Liability and Excess Liability insurance policies. All the above policies will be primary and noncontributing with any other

7


insurance maintained by Co-Manager. Such insurance shall be underwritten by reputable, financially sound companies with a minimum A.M. Best Ratings of A:VII. Co-Manager shall furnish Owner with certificates of insurance evidencing such insurance prior to the Effective Date and thereafter upon renewing or replacing such insurance.
4.10    Hazardous Materials.
(a)    Co-Manager shall not place, cause or knowingly permit to be placed on the Premises, other than in the ordinary course of performing its obligations under this Agreement and in compliance with applicable law, any hazardous or toxic materials or substances, as such terms are defined by federal, state or municipal statutes or regulations promulgated thereunder (collectively, “Hazardous Materials”). If Co-Manager discovers the existence of any Hazardous Materials on the Premises, Co-Manager shall immediately notify Owner. If such Hazardous Materials were placed or knowingly permitted to be placed on the Premises by Co-Manager, Co-Manager shall, at its cost, diligently arrange for and complete the immediate removal thereof in accordance with applicable laws and Owner’s directions. Except as expressly provided herein to the contrary, Co-Manager shall not be responsible for any Hazardous Materials present on the Premises prior to the Effective Date hereof, unless deposited thereon by Co-Manager, nor shall Co-Manager be responsible for any Hazardous Materials brought onto the Premises by a person other than Co-Manager, its agents or employees. Co-Manager shall immediately notify Owner of any notice received by Co-Manager from any governmental authority of any actual or threatened violation of any applicable laws, regulations or ordinances governing the use, storage or disposal of any Hazardous Materials and shall cooperate with Owner in responding to such notice and correcting or contesting any alleged violation at Owner’s expense.
(b)    Co-Manager shall provide its employees, agents, consultants, governmental entities and the public with any notices or disclosures concerning Hazardous Materials associated with the Premises required to be delivered by Owner or Co-Manager under any applicable laws, including without limitation, any notices or disclosures concerning Hazardous Materials which Co-Manager has received from Owner. Owner shall have the right to review such notices and disclosures before their distribution or submission by Co-Manager and shall have the right, but not the obligation, to prescribe the form and content of any such notices or disclosures as long as the form and content prescribed by Owner comply with all applicable laws relating to such notices or disclosures. Owner shall provide Co-Manager with any notices or disclosures concerning Hazardous Materials associated with the Premises required to be delivered by Owner under any applicable laws.
(c)    Without limiting any other indemnification obligations provided by law or specified in this Agreement, Co-Manager shall indemnify, defend (at Co-Manager’s sole cost and expense and with legal counsel approved by Owner which approval shall not be unreasonably withheld) and hold harmless Owner, its agents, employees, lenders and contractors from and against any and all claims, demands, losses, damage, disbursements, liabilities, obligations, fines, penalties, actions, causes of action, suits, costs and expenses, including without limitation, reasonable attorneys’ fees and costs, and all other

8


professionals’ or consultants’ expenses incurred in investigating, preparing for, serving as a witness in, or defending any action or proceeding, whether actually commenced or threatened, or in removing or remediating any Hazardous Materials on, under, from or about the Premises, arising out of or relating to, directly or indirectly, Co-Manager’s breach of any of the terms of this Section 4.10. This indemnity shall survive termination of this Agreement.
4.11    Owner’s Insurance Coverage. Owner shall maintain all-risk form of property damage insurance including without limitation coverage against allied perils, vandalism, malicious mischief, sprinkler leakage and plate glass, in the amount of full replacement cost without coinsurance and containing such additional coverages, if any, as are customarily obtained in connection with the ownership and management of property similar to the Premises but in no event in an amount or containing coverages less than or of lesser quality or extent than that required by the terms of any mortgage or trust deed encumbering the Premises. In addition, Owner agrees to carry commercial general liability insurance on an occurrence form with a minimum limit of at least $1,000,000 per occurrence, $2,000,000 per location aggregate and at least $5,000,000 umbrella coverage, including contractual liability, elevator liability, steamboiler and such other insurance as may be necessary or appropriate for the protection of the interests of Owner and Co-Manager. The public liability, elevator liability, and contractual liability insurance must contain a severability of interest clause and coverage for Personal Injury Insurance. Each of Owner’s insurance policies shall be written with an insurance company or companies licensed to do business in the state where the Premises is located and who have a minimum Best Key rating of no less than A-VIII. Owner agrees to designate Co-Manager as an additional insured with Owner on the Commercial General and Umbrella Liability policies. This insurance shall be primary for Owner and Co-Manager with respect to the Premises. A certificate of each policy issued by the carrier shall be delivered by Owner to Co-Manager concurrently with Owner’s execution and delivery of this Agreement. Owner shall use commercially reasonable efforts to have each policy provide that it will not be canceled or materially modified without at least ten (10) days prior written notice from the insurer to Owner in the event of cancellation for non-payment, and at least thirty (30) days prior written notice from the insurer to Owner in any other event. Each policy for fire or extended coverage insurance and all other forms of property damage insurance covering the Premises or personal property, fixtures or equipment located thereon shall contain an appropriate clause or endorsement whereby the insurer waives subrogation or consents to a waiver of the right of recovery against Co-Manager, and Owner hereby agrees that it will not make any claim against Co-Manager for any loss or damage to property of the type covered by such insurance.
ARTICLE V
    
RECORDS
5.1    Records. Co-Manager agrees to keep proper records with respect to the Services to be provided under this Agreement relating to the Premises, and to retain those records for periods as specified by Owner.

9


ARTICLE VI
    
INDEMNIFICATION
6.1    Co-Manager’s Indemnification. Without limiting any indemnity provided elsewhere in this Agreement, Co-Manager shall indemnify, defend, protect and hold harmless Owner and Owner’s Representative and their officers, directors, partners, members and employees from and against all claims, losses and liabilities (including all expenses and attorneys’ fees and including, but not limited to, damage to the property of Owner) which arise out of the negligence, recklessness, willful misconduct, fraud or criminal acts of Co-Manager, or its employees, officers, agents, or representatives.
6.2    Owner’s Indemnification. Owner shall indemnify, defend, protect and hold harmless Co-Manager and its officers, directors and employees from and against all claims, losses and liabilities (including all expenses and attorneys’ fees) which arise out of the performance by Co-Manager of its obligations and duties hereunder unless the claim, loss or liability arises from the negligence, recklessness, willful misconduct, fraud or criminal acts of Co-Manager or its employees, officers, agents, or representatives. Owner shall defend any claim covered by the foregoing indemnity by Owner, and not covered by insurance, through counsel of Owner’s choice, notwithstanding any allegation of negligence by the claimant against Co-Manager or any of its employees, officers, agents or representatives, unless Owner determines, in good faith, that Co-Manager or any of its employees, officers, agents or representatives has been negligent. In no event shall Owner be obligated to provide any defense against any allegation of recklessness, willful misconduct, fraud or criminal acts. Co-Manager shall reimburse Owner for all such reasonable costs of defense if it is determined by a final judgment of a court of competent jurisdiction that Co-Manager or any of its employees, officers, agents or representatives has been negligent or reckless or has engaged in willful misconduct, fraud or criminal acts. If Co-Manager is required to provide its own defense against any allegation of negligence or recklessness, willful misconduct, fraud or criminal acts arising out of the performance by Co-Manager of its obligations and duties hereunder, and if a final judgment of a court of competent jurisdiction, with regard to such defense, determines that neither Co-Manager nor any of its employees, officers, agents or representatives was negligent, reckless or engaged in willful misconduct, fraud or criminal acts, Owner shall reimburse Co-Manager for its reasonable costs of defense.
Nothing in this Article shall be deemed to affect any party’s rights under any insurance policy procured by such party or under which such party is an additional insured.
6.3    Survival. All indemnities contained in this Agreement shall survive the expiration or termination of this Agreement.
6.4    Business Interruption. Notwithstanding anything to the contrary contained herein, Owner shall not be liable to Co-Manager for any lost or prospective profits or any other indirect, consequential, special, incidental, punitive or other exemplary losses or damages, whether in tort, contract or otherwise, regardless of the foreseeability or the cause thereof.

10


ARTICLE VII
    
COSTS AND EXPENSES
7.1    Costs and Expenses of Co-Manager. Except as otherwise expressly provided herein, all costs and expenses incurred by or on behalf of Co-Manager in performing its obligations hereunder shall be borne solely by Co-Manager, including, without limitation, the following expenses or costs in connection with the operation and management of the Premises:
(a)    Cost of gross salary and wages, payroll taxes, insurance, worker’s compensation, pension benefits and any other benefits of Co-Manager’s off-site supervisory and home and regional office personnel;
(b)    Cost of forms, stationery, ledgers and other supplies and equipment used in Co-Manager’s home office or regional home office;
(c)    Cost or pro rata cost of telephone and general office expenses incurred on the Premises by Co-Manager for the operation and management of properties other than the Premises;
(d)    Cost or pro rata cost of data-processing equipment located at Co-Manager’s home or regional office;
(e)    Cost or pro rata cost of data processing provided by computer service companies;
(f)    Cost of all bonuses, incentive compensation, profit sharing or any pay advances to employees employed by Co-Manager in connection with the operation and management of the Premises, except for payments to individuals specifically approved in writing by Owner;
(g)    Cost of automobile purchases and/or rentals, unless the automobile is being provided by Owner;
(h)    Costs attributable to claims, losses and liabilities arising from (i) any material breach of this Agreement by Co-Manager, or (ii) the negligence, willful misconduct, fraud or criminal acts of Co-Manager’s employees or agents, only to the extent such costs are (1) not covered by any insurance (including any insurance deductibles) actually in effect (or required on the part of Owner under this Agreement), (2) not covered by the indemnity in Section 6.2 of this Agreement, or (3) not recoverable from leases or licenses of space in the Premises;
(i)    Cost of comprehensive crime insurance purchased by Co-Manager for its own account;
(j)    Costs for meals, travel and hotel accommodations for Co-Manager’s home or regional office personnel who travel to and from the Premises, unless expressly authorized by Owner; and

11


(k)    Cost of obtaining and maintaining such licenses, permits, consents and authorizations as are required by this Agreement.
7.2    Reimbursement by Owner. Owner shall reimburse Co-Manager monthly the management fee payable as provided under Section 1.7 and other reasonable costs and expenses being incurred by Co-Manager in connection with providing the Services under this Agreement.
7.3    Nonpayment. If Co-Manager fails to make any payment when required or fails to perform any act required under this Agreement, then Owner, after ten (10) days’ written notice to Co-Manager (or, in the case of any emergency, without notice) and without waiving or releasing Co-Manager from any of its obligations hereunder, may (but shall not be required to) make such payment or perform such act. Owner shall have (in addition to any other right or remedy) the right to offset all costs and expenses incurred in exercising its rights under this Section 7.3 against any sums due or to become due to Co-Manager, including, without limitation, the Co-Management Fee and any costs and expenses reimbursable by Owner pursuant to Section 7.2.
ARTICLE VIII
    
COMPENSATION
8.1    Co-Management Fee. Owner shall pay Co-Manager as compensation for the co-management services rendered hereunder a Co-Management Fee at the rate specified in Section 1.7. Such Co-Management Fee shall be payable monthly in arrears, on the 15th day of each calendar month. The Co-Management Fee shall be payable only on rent actually collected. The term rent, as used in this Agreement, shall include minimum rent, percentage rent, rent escalations, common area maintenance reimbursements, and real estate tax and insurance premium reimbursements. For the purpose of determining the Co-Management Fee, unless specifically provided otherwise in Section 1.7, rent shall not include (i) fire loss or other insurance proceeds (except rental continuation or business insurance proceeds), capital improvements, remodeling and tenant change costs (including any overhead factor payable by tenants), (ii) security deposits except for the portion applied to past due rent, (iii) prepaid rents except for the portion applied to the then current month; (iv) sums collected or paid for sales, excise or use taxes, (v) revenues from parking, (unless, by virtue of unusual circumstances, Owner has agreed in Section 1.7 or a separate written addendum to this Agreement to pay Co-Manager a fee with respect to such revenues), or (vi) any amount paid for, or in connection with the termination of leases or other agreements with tenants, except for terminations which Owner has requested Co-Manager to negotiate.
ARTICLE IX
    
TERMINATION
9.1    Termination.
(a)    Termination by Co-Manager Without Cause. Co-Manager, in Co-Manager’s sole discretion, shall have the power to terminate this Agreement on not less

12


than thirty (30) days’ prior written notice to Owner for any or no reason, and in such event no payment of a Termination Fee shall be due and owing to Co-Manager.
(b)    Termination by Owner Without Cause. Owner, in Owner’s sole discretion, shall have the power to terminate this Agreement on not less than thirty (30) days’ prior written notice to Co-Manager for any or no reason.
(c)    Sale of the Premises. Owner shall have the power to terminate this Agreement upon the sale of the Premises (but not a pledge or mortgage) to a third party which is unaffiliated with Owner in a bona fide transaction, such termination to be effective as of the date of the sale. Owner shall use reasonable efforts to give Co-Manager not less than thirty (30) days’ written notice of such anticipated event.
(d)    Termination by Owner with Cause. Owner shall have the power to terminate this Agreement upon five (5) days’ written notice to Co-Manager if any of the following shall occur:
(i)    Co-Manager fails to timely pay any sum owed or due to Owner and such sum remains unpaid for more than ten (10) days after written notice from Owner;
(ii)    Co-Manager commits any fraud, makes any material misrepresentation or misappropriates funds in the performance of its obligations under this Agreement;
(iii)    Co-Manager files, or there shall be filed against Co-Manager, a petition in bankruptcy;
(iv)    Co-Manager makes an assignment for the benefit of creditors;
(v)    Substantially all of the Premises are damaged or destroyed, and Owner decides not to rebuild or restore the Premises;
(vi)    A substantial portion of the Premises is taken by condemnation or similar proceedings and Owner decides not to continue to operate the Premises; and
(vii)    Co-Manager shall be in material breach of any other non-monetary obligations contained in this Agreement, and such material breach shall continue for thirty (30) days after written notice thereof from Owner to Co-Manager specifying the particulars of such breach (plus, with respect to breaches which Co-Manager commences diligent efforts to cure within such period, but which cannot reasonably be cured within thirty (30) days, such additional period as is reasonably necessary to cure such breach).
(e)    Termination by Co-Manager With Cause. Co-Manager shall have the power to terminate this Agreement upon five (5) days’ written notice to Owner if any of the following events occurs:

13


(i)    Owner fails to timely pay any sum owed to Co-Manager which remains unpaid for more than thirty (30) days after written notice to Owner from Co-Manager; or
(ii)    Owner commits a material violation or breach of any other obligation of Owner under this Agreement which remains uncured for more than thirty (30) days after notice from Co-Manager (plus, with respect to breaches which cannot reasonably be cured within thirty (30) days, such additional time as is reasonably necessary to cure such breach).
(f)    Effect of Termination. In the event that this Agreement is terminated, Co-Manager shall be entitled to all fees and reimbursements earned or accrued through the date of termination, which obligation shall survive such termination. In addition to or in lieu of terminating this Agreement, if Co-Manager or Owner defaults under this Agreement beyond applicable notice and cure periods, Owner or Co-Manager (as applicable) may pursue such other rights and remedies as may be available under applicable law. This Section 9.1(f) shall survive the expiration or termination of this Agreement.
9.2    Obligations Upon Termination.
(a)    Upon termination of this Agreement for any reason, Co-Manager shall deliver the following to Owner on or before thirty (30) days following the termination date:
(i)    All keys records, contracts, drawings, leases and correspondence, in existence at the time of termination and all other papers or documents pertaining to the Premises. All data, information and documents shall at all times be the property of Owner;
(b)    Upon the expiration or earlier termination of this Agreement in its entirety, the Term shall end, neither party shall have any further rights or obligations under the Agreement (other than those obligations which accrued prior to the expiration or termination of this Agreement or which by the terms hereof expressly survive, or expressly provide for obligations to be performed following, such expiration or termination).
ARTICLE X
    
MISCELLANEOUS
10.1    Status of Co-Manager. It is the intention of the parties to create a relationship wherein Co-Manager is an independent contractor in providing the Services and Owner is the beneficiary of such Services. Co-Manager shall afford Owner the full benefit of the judgment, experience and advice of Co-Manager and Co-Manager’s organization with respect to the policies to be pursued in execution of its responsibilities in a diligent, careful and vigilant manner.

14


10.2    Notices. Any statement, notice recommendation, request, demand, consent or approval under this Agreement must be in writing and personally delivered or sent by overnight courier service, such as Federal Express or sent by United States, registered or certified mail, postage prepaid, return receipt requested, and shall be deemed to have been given upon the date of personal delivery or the next business day following deposit with an overnight courier or delivery by the U.S. Postal Service (or refusal to accept delivery) as indicated in the return receipt, provided that in the case of communications sent by overnight courier service or United States registered or certified mail, the communication is addressed as set forth in Section 1.5 if sent to the Owner’s Representative and as set forth in Section 1.6 if sent to Co-Manager. Either party may, by written notice, designate a different address.
10.3    Ownership of Fixtures and Personal Property. Co-Manager acknowledges that Owner owns all fixtures and personal property situated on or about the Premises and used in or necessary for the operation, maintenance and occupancy of the Premises.
10.4    Assignment. This Agreement shall not be assignable by Co-Manager without the express prior written consent of Owner.
10.5    Severability. Each provision of this Agreement is intended to be severable. If any term or provision hereof or the application thereof to any entity or circumstance shall be determined by a court of competent jurisdiction to be illegal or unenforceable for any reason whatsoever, such term, provision or application thereof shall be severed from this Agreement and shall not affect the validity of the remainder of this Agreement or the application of such term or provision to any other entity or circumstance.
10.6    Costs of Suit. If Owner or Co-Manager shall institute any action or proceeding against the other relating to this Agreement, the unsuccessful party shall reimburse the successful party for its disbursements incurred in connection therewith and for its reasonable attorneys’ fees, as fixed by the court.
10.7    Waiver. No consent or waiver, express or implied, by either party to or of any breach or default by the other party in the performance of its obligations hereunder, shall be valid unless in writing. No such consent or waiver shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such other party of any other obligations of such party hereunder. The failure of any party to declare the other party in default shall not constitute a waiver by such party of its rights hereunder, irrespective of how long such failure continues. The granting of any consent or approval in any one instance by or on behalf of Owner shall not be construed to waive or limit the need for such consent in any other or subsequent instance.
10.8    Remedies Cumulative. No remedy herein contained or otherwise conferred upon or reserved to Owner shall be considered exclusive of any other remedy, but such remedy shall be cumulative and in addition to every other remedy given hereunder or now or hereafter existing at law, in equity or by statute. Every power and remedy given by this Agreement to Owner may be exercised from time to time and as often as occasion may arise or as may be deemed expedient.

15


10.9    Entire Agreement. This Agreement contains the entire agreement between the parties and supersedes all prior oral or written agreements, understandings, representations and covenants, to the extent that they are inconsistent with this Agreement.
10.10    Amendment. This Agreement may not be amended or modified except by an agreement in writing signed by the party against whom enforcement of such change or modification is sought.
10.11    Governing Law. This Agreement and the obligations of Owner and Co-Manager shall be governed by, and construed and enforced in accordance with, the laws of the State of California.
10.12    OFAC Representations, Warranties and Indemnification. Owner and Co-Manager each represents and warrants that (i) it is not, and none of its partners, members, managers, employees, officers, directors, representatives or agents is, a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property any Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or under any other law, rule, order, or regulation that is enforced or administered by OFAC (such persons and entities each being a “Prohibited Person”); (ii) it is not acting directly or indirectly, for or on behalf of any Prohibited Person; (iii) it is not engaged in this transaction, directly or indirectly, on behalf of, or instigating or facilitating this transaction, directly or indirectly, on behalf of any Prohibited Person; and (iv) it will not contract with or otherwise engage in any dealings or transactions or be otherwise associated with any Prohibited Person.
10.13    Anti-Discrimination. It is illegal for either the Owner or the Co-Manager to refuse to display or sell to any person because of one’s membership in a protected class, e.g., race, color, religion, national origin, sex, ancestry, age, marital status, physical or mental handicap, familial status, sexual orientation, unfavorable discharge from the military service, order of protection status or any other class protected by Article 3 of the Human Rights Act.
10.14    Limitation of Liability of Owner. Notwithstanding anything contained in this Agreement to the contrary, the obligations of Owner or Owner’s Representative under this Agreement (including any actual or alleged breach or default by Owner) do not constitute personal obligations of the individual partners, directors, officers, trustees, members or shareholders of Owner, Owner’s Representative or Owner’s members or partners, and Co-Manager shall not seek recourse against the individual partners, directors, officers, trustees, members or shareholders of Owner, Owner’s Representative or against Owner’s members or partners or against any other persons or entities having any interest in Owner, or against any of their personal assets for satisfaction of any liability with respect to this Agreement. Any liability of Owner for a default by Owner under this Agreement, or a breach by Owner of any of its obligations under this Agreement, shall be limited solely to its interest in the Premises, and in no event shall any personal liability be asserted against Owner and/or Owner’s Representative in connection with Agreement nor shall any recourse be had to any other property or assets of Owner, Owner’s Representative, or its partners, directors, officers, trustees, members, shareholders or any other persons or entities having any interest in Owner.

16


10.15    Limitation of Liability of Co-Manager. Notwithstanding anything contained in this Agreement to the contrary, the obligations of Co-Manager under this Agreement (including any actual or alleged breach or default by Co-Manager) do not constitute personal obligations of the individual partners, directors, officers, trustees, members or shareholders of Co-Manager or Co-Manager’s members or partners, and Owner and Owner’s Representative shall not seek recourse against the individual partners, directors, officers, trustees, members or shareholders of Co-Manager or against Co-Manager’s members or partners or against any other persons or entities having any interest in Co-Manager, or against any of their personal assets for satisfaction of any liability with respect to this Agreement. In no event shall any personal liability be asserted against Co-Manager in connection with Agreement nor shall any recourse be had to any other property or assets of Co-Manager, or its partners, directors, officers, trustees, members, shareholders or any other persons or entities having any interest in Co-Manager.
10.16    Electronic Scanned Signatures. The parties agree that an electronically scanned signed copy of this Agreement transmitted by one party to the other party(ies) by electronic transmission shall be binding upon the sending party to the same extent as if it had delivered a signed original of this Agreement.
10.17    Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one agreement.




[Signature Page Follows]


17


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

Owner:

KBGI 421 SW 6TH AVENUE, LLC,
a Delaware limited liability company
 
      
 
By: KBS CAPITAL ADVISORS, LLC,
a Delaware limited liability company,
its authorized agent



   By:  /s/ Charles J. Schreiber, Jr.
Charles J. Schreiber, Jr.,
Chief Executive Officer

Co-Manager:

KBS MANAGEMENT GROUP, LLC,
a Delaware limited liability company








By: /s/ Kim Smith     
Name: Kim Smith
Its: Senior Vice President



18


EXHIBIT A

DUTIES OF CO-MANAGER

Set property management standards related to service delivery and ensure those standards are being met in the operation of the Premises. Periodically inspect the Premises to assess performance and benchmark tenant satisfaction. Implement national programs and initiatives as requested by Owner which benefit the Premises.
Qualify property manager staffing plans for the Premises; interview, approve personnel and make recommendations to Owner, lead transitions at acquisition or in event of a change in property manager, provide guidance to property manager on Owner’s policy and procedure to manage the Premises.
Consult with and make recommendations to property manager on vendor service agreements to operate the Premises including risk assessment and Owner’s insurance requirements.
Provide project, construction management and engineering services to the Premises as requested by Owner which are not being provided by Manager.
Provide repair vs. replacement analysis as requested by Owner to the extent not provided by Manager.
Assess sustainability opportunities at the Premises including energy benchmarking, LEED certification, compliance with state mandated initiatives, energy efficiencies, etc… Engage energy consultants as needed in accordance with Owner’s national standards.
Maintain a database of competitive operating costs to the Premises.
At Owner’s request, perform such other services from time to time as are customary and usual in the management, operation and maintenance of similar first class properties and not currently provided by Manager.


Exhibit A - 1


EXHIBIT B

ERISA REQUIREMENTS

This Exhibit B is attached to and made a part of that certain Real Estate Property Co-Management Agreement (the “Agreement”) dated as of June 16, 2016 executed by KBSGI 421 SW 6th AVENUE, LLC, a Delaware limited liability company (“Owner”) acting through KBS CAPITAL ADVISORS, LLC, a Delaware limited liability company (“Owner’s Representative”) and KBS MANAGEMENT GROUP, LLC, a Delaware limited liability company (“Co-Manager”), only if the Owner as an employee benefit plan as that term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
Co-Manager represents and warrants that it is not (except by virtue of entering into this Agreement) a party in interest as that term is defined in Section 3(14) of ERISA as to Owner. The text of Section 3(14) is set forth below. Co-Manager shall not knowingly employ, enter into a contract with or purchase any goods for the Premises from any party in interest without Owner’s prior written approval.
Section 3(14) of ERISA reads as follows:
The term “party in interest” means, as to an employee benefit plan --
(A)
any fiduciary (including, but not limited to, any administrator, officer, trustee, or custodian), counsel, or employee of such employee benefit plan;
(B)
a person providing services to such plan;
(C)
an employer any of whose employees are covered by such plan;
(D)
an employee organization any of whose members are covered by such plan;
(E)
an owner, direct or indirect, of 50 percent or more of --
(i)
the combined voting power of all classes of stock entitled to vote or the total value of shares of all classes of stock of a corporation.
(ii)
the capital interest or the profits interest of a partnership, or,
(iii)
the beneficial interest of a trust or unincorporated enterprise which is an employer or an employee organization described in subparagraph (C) or (D);
(F)
a relative (as defined in paragraph (15) of any individual described in subparagraph (A), (B), (C), or (E);
(G)
a corporation, partnership, or trust or estate of which (or in which) 50 percent or more of --

Exhibit B - 1


(i)
the combined voting power of all classes of stock entitled to vote or the total value of shares of all classes of stock of such corporation,
(ii)
the capital interest or profits interest of such partnership, or
(iii)
the beneficial interest of such trust or estate, is owned directly or indirectly, or held by persons described in subparagraph (A), (B), (C), (D), or (E);
(H)
an employee, officer, director (or an individual having powers or responsibilities similar to those of officers or directors), or a 10 percent or more shareholder directly or indirectly, of a person described in subparagraph (B), (C), (D), (E), or (G), or of the employee benefit plan; or
(I)
a 10 percent or more (directly or indirectly in capital or profits) partner or joint venturer of a person described in subparagraphs (B), (C), (D), (E), or (G).
The Secretary, after consultation and coordination with the Secretary of the Treasury, may by regulation prescribe a percentage lower than 50 percent for subparagraphs (E) and (G) and lower than 10 percent for subparagraphs (H) or (I). The Secretary may prescribe regulations for determining the ownership (direct or indirect) of profits and beneficial interests, and the manner in which indirect stockholdings are taken into account. Any person who is a party in interest with respect to a plan to which a trust described in Section 501(c)(22) of the Internal Revenue Code of 1954 is permitted to make payments under Section 4223 shall be treated as a party in interest with respect to such trust.
Section 3(15) of ERISA (referred to in Paragraph F, Section 3(14) reads as follows:
The term “relative” means a spouse, ancestor, lineal descendant, or spouse of a lineal descendant.

Exhibit B - 2
 EX-31.1 8 kbsgiq22016exhibit311.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 Exhibit


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 quarterly report on Form 10-Q of KBS Growth & Income REIT, 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)) [language omitted in accordance with SEC transition instructions contained in SEC Release No. 34-47986] 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)
[Paragraph omitted in accordance with SEC transition instructions contained in SEC Release No. 34‑47986];
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:
August 11, 2016
By:
/S/ CHARLES J. SCHREIBER, JR.     
 
 
 
Charles J. Schreiber, Jr.
 
 
 
Chairman of the Board,
Chief Executive Officer and Director
 
 
 
(principal executive officer)





 EX-31.2 9 kbsgiq22016exhibit312.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 Exhibit


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 quarterly report on Form 10-Q of KBS Growth & Income REIT, 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)) [language omitted in accordance with SEC transition instructions contained in SEC Release No. 34-47986] 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)
[Paragraph omitted in accordance with SEC transition instructions contained in SEC Release No. 34‑47986];
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:
August 11, 2016
By:
/S/ JEFFREY K. WALDVOGEL     
 
 
 
Jeffrey K. Waldvogel
 
 
 
Chief Financial Officer
 
 
 
(principal financial officer)





 EX-32.1 10 kbsgiq22016exhibit321.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 Exhibit


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 Quarterly Report on Form 10-Q of KBS Growth & Income REIT, Inc. (the “Registrant”) for the quarter ended June 30, 2016, 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:
August 11, 2016
By:
/S/ CHARLES J. SCHREIBER, JR.    
 
 
 
Charles J. Schreiber, Jr.
 
 
 
Chairman of the Board,
Chief Executive Officer and Director
 
 
 
(principal executive officer)
 





 EX-32.2 11 kbsgiq22016exhibit322.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 Exhibit


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 Quarterly Report on Form 10-Q of KBS Growth & Income REIT, Inc. (the “Registrant”) for the quarter ended June 30, 2016, 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:
August 11, 2016
By:
/S/ JEFFREY K. WALDVOGEL 
 
 
 
Jeffrey K. Waldvogel
 
 
 
Chief Financial Officer
 
 
 
(principal financial officer)

 



 EX-101.INS 12 kbsgi-20160630.xml XBRL INSTANCE DOCUMENT 0001631256 2016-01-01 2016-06-30 0001631256 us-gaap:CommonClassAMember 2016-08-08 0001631256 kbsgi:CommonClassTMember 2016-08-08 0001631256 2015-12-31 0001631256 2016-06-30 0001631256 kbsgi:CommonClassTMember 2016-06-30 0001631256 us-gaap:CommonClassAMember 2016-06-30 0001631256 us-gaap:CommonClassAMember 2015-12-31 0001631256 kbsgi:CommonClassTMember 2015-12-31 0001631256 2016-04-01 2016-06-30 0001631256 2015-04-01 2015-06-30 0001631256 2015-01-28 2015-06-30 0001631256 us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember 2016-01-01 2016-06-30 0001631256 us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember 2015-01-28 2015-12-31 0001631256 2015-01-27 0001631256 us-gaap:CommonStockMember 2015-01-28 2015-12-31 0001631256 us-gaap:CommonStockMember 2015-12-31 0001631256 us-gaap:AdditionalPaidInCapitalMember 2015-01-28 2015-12-31 0001631256 2015-01-28 2015-12-31 0001631256 us-gaap:AdditionalPaidInCapitalMember 2016-06-30 0001631256 us-gaap:CommonStockMember 2015-01-27 0001631256 us-gaap:AdditionalPaidInCapitalMember 2016-01-01 2016-06-30 0001631256 us-gaap:CommonStockMember 2016-06-30 0001631256 us-gaap:AdditionalPaidInCapitalMember 2015-12-31 0001631256 us-gaap:CommonStockMember 2016-01-01 2016-06-30 0001631256 us-gaap:AdditionalPaidInCapitalMember 2015-01-27 0001631256 us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember 2016-06-30 0001631256 us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember 2015-12-31 0001631256 us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember 2015-01-27 0001631256 2015-06-30 0001631256 us-gaap:MaximumMember us-gaap:CommonStockMember 2015-06-11 0001631256 us-gaap:CommonStockMember us-gaap:ChiefExecutiveOfficerMember 2015-08-11 2015-08-11 0001631256 us-gaap:CommonClassAMember 2015-02-04 2016-06-30 0001631256 kbsgi:KbsCapitalAdvisorsLlcMember 2015-01-27 0001631256 us-gaap:MaximumMember us-gaap:CommonStockMember 2015-02-04 0001631256 us-gaap:CommonStockMember 2015-06-11 0001631256 us-gaap:CommonStockMember us-gaap:PresidentMember 2015-08-11 2015-08-11 0001631256 us-gaap:CommonStockMember 2015-06-11 2015-06-11 0001631256 us-gaap:CommonStockMember 2015-08-11 0001631256 us-gaap:CommonStockMember kbsgi:ChiefExecutiveOfficerandthePresidentMember 2015-08-11 0001631256 us-gaap:CommonStockMember kbsgi:ChiefExecutiveOfficerandthePresidentMember 2015-08-11 2015-08-11 0001631256 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2015-02-04 2016-06-30 0001631256 kbsgi:DealerManagerMember us-gaap:PrivatePlacementMember 2016-06-30 0001631256 kbsgi:KbsCapitalAdvisorsLlcMember 2016-06-30 0001631256 kbsgi:AmendmentofShareRedemptionProgramMember 2016-03-16 2016-03-16 0001631256 us-gaap:CommonClassAMember 2016-01-01 2016-06-30 0001631256 kbsgi:DealerManagerMember us-gaap:MaximumMember us-gaap:CommonClassAMember us-gaap:PrivatePlacementMember 2016-06-30 0001631256 kbsgi:KbsCapitalAdvisorsLlcMember us-gaap:MinimumMember us-gaap:IPOMember 2016-06-30 0001631256 kbsgi:KbsCapitalAdvisorsLlcOrAffiliatesMember 2016-06-30 0001631256 kbsgi:DealerManagerMember kbsgi:CommonClassTMember 2016-06-30 0001631256 kbsgi:DealerManagerMember us-gaap:MaximumMember kbsgi:PublicPlacementMember 2016-06-30 0001631256 us-gaap:MaximumMember kbsgi:AmendmentofShareRedemptionProgramMember 2016-03-16 2016-03-16 0001631256 kbsgi:DealerManagerMember us-gaap:MaximumMember kbsgi:CommonClassTMember kbsgi:PublicPlacementMember 2016-06-30 0001631256 kbsgi:KbsCapitalAdvisorsLlcMember 2016-01-01 2016-06-30 0001631256 us-gaap:CommonClassAMember 2016-04-01 2016-06-30 0001631256 kbsgi:AmendmentofShareRedemptionProgramMember 2016-03-16 0001631256 kbsgi:DealerManagerMember us-gaap:MaximumMember us-gaap:CommonClassAMember kbsgi:PublicPlacementMember 2016-06-30 0001631256 kbsgi:KbsCapitalAdvisorsLlcMember kbsgi:CostofInvestmentsMember 2016-01-01 2016-06-30 0001631256 2016-01-01 2016-03-31 0001631256 us-gaap:MinimumMember us-gaap:IPOMember 2016-06-30 0001631256 us-gaap:MaximumMember us-gaap:IPOMember 2016-01-01 2016-06-30 0001631256 2016-06-01 2016-06-01 0001631256 2016-01-04 2016-01-04 0001631256 us-gaap:SubsequentEventMember 2016-07-01 0001631256 2016-04-01 2016-04-01 0001631256 2016-02-01 0001631256 2015-11-02 0001631256 2016-05-03 2016-05-03 0001631256 2015-12-01 0001631256 us-gaap:SubsequentEventMember 2016-08-02 2016-08-02 0001631256 2016-01-04 0001631256 2016-05-03 0001631256 2015-10-01 0001631256 2015-10-01 2015-10-01 0001631256 us-gaap:SubsequentEventMember 2016-07-01 2016-07-01 0001631256 2016-03-01 0001631256 2016-03-01 2016-03-01 0001631256 2015-11-02 2015-11-02 0001631256 2016-06-01 0001631256 2016-04-01 0001631256 us-gaap:SubsequentEventMember 2016-08-02 0001631256 2015-12-01 2015-12-01 0001631256 2016-02-01 2016-02-01 0001631256 kbsgi:TenantImprovementsMember 2016-01-01 2016-06-30 0001631256 kbsgi:TenantOriginationAndAbsorptionCostsMember 2016-01-01 2016-06-30 0001631256 us-gaap:BuildingImprovementsMember us-gaap:MaximumMember 2016-01-01 2016-06-30 0001631256 us-gaap:BuildingImprovementsMember us-gaap:MinimumMember 2016-01-01 2016-06-30 0001631256 us-gaap:BuildingMember us-gaap:MaximumMember 2016-01-01 2016-06-30 0001631256 us-gaap:BuildingMember us-gaap:MinimumMember 2016-01-01 2016-06-30 0001631256 2016-04-28 0001631256 kbsgi:CommonClassTMember 2016-04-28 0001631256 kbsgi:CommonClassTMember 2016-04-08 0001631256 2016-04-28 2016-04-28 0001631256 2016-02-04 0001631256 us-gaap:CommonClassAMember 2016-04-28 0001631256 2015-12-03 0001631256 2015-11-19 0001631256 kbsgi:CommonwealthBuildingMember 2016-06-30 0001631256 kbsgi:AnnualizedRentMember us-gaap:CustomerConcentrationRiskMember 2016-01-01 2016-06-30 0001631256 kbsgi:CommonwealthBuildingMember 2016-06-30 2016-06-30 0001631256 kbsgi:RentableSquareFeetMember us-gaap:CustomerConcentrationRiskMember 2016-01-01 2016-06-30 0001631256 us-gaap:WeightedAverageMember 2016-01-01 2016-06-30 0001631256 us-gaap:CustomerConcentrationRiskMember 2016-06-30 0001631256 us-gaap:OtherLiabilitiesMember 2016-06-30 0001631256 us-gaap:MaximumMember 2016-01-01 2016-06-30 0001631256 kbsgi:CommonwealthBuildingMember 2016-01-01 2016-06-30 0001631256 kbsgi:CommonwealthBuildingMember us-gaap:BuildingAndBuildingImprovementsMember 2016-06-30 0001631256 us-gaap:OfficeBuildingMember 2016-06-30 0001631256 kbsgi:CommonwealthBuildingMember kbsgi:TenantOriginationAndAbsorptionCostsMember 2016-06-30 0001631256 kbsgi:RentableSquareFeetMember us-gaap:CustomerConcentrationRiskMember 2016-06-30 0001631256 us-gaap:OtherLiabilitiesMember 2015-12-31 0001631256 kbsgi:CommonwealthBuildingMember kbsgi:BelowMarketLeaseLiabilitiesMember us-gaap:WeightedAverageMember 2016-06-30 2016-06-30 0001631256 kbsgi:CommonwealthBuildingMember kbsgi:TenantOriginationAndAbsorptionCostsMember us-gaap:WeightedAverageMember 2016-06-30 2016-06-30 0001631256 us-gaap:CustomerConcentrationRiskMember 2016-01-01 2016-06-30 0001631256 kbsgi:CommonwealthBuildingMember us-gaap:LandMember 2016-06-30 0001631256 us-gaap:AssetsTotalMember kbsgi:VonKarmanTechCenterMember 2016-06-30 0001631256 us-gaap:AssetsTotalMember kbsgi:CommonwealthBuildingMember 2016-06-30 0001631256 us-gaap:AssetsTotalMember kbsgi:CommonwealthBuildingMember 2016-01-01 2016-06-30 0001631256 us-gaap:AssetsTotalMember kbsgi:VonKarmanTechCenterMember 2016-01-01 2016-06-30 0001631256 kbsgi:IndustryProfessionalScientificandLegalMember 2016-06-30 0001631256 kbsgi:IndustryComputerSystemDesignProgrammingMember 2016-06-30 0001631256 kbsgi:IndustryInformationMember 2016-06-30 0001631256 kbsgi:IndustryInformationMember 2016-01-01 2016-06-30 0001631256 kbsgi:IndustryProfessionalScientificandLegalMember 2016-01-01 2016-06-30 0001631256 kbsgi:IndustryComputerSystemDesignProgrammingMember 2016-01-01 2016-06-30 0001631256 kbsgi:VonKarmanTechCenterMember us-gaap:OfficeBuildingMember 2016-06-30 0001631256 kbsgi:CommonwealthBuildingMember us-gaap:OfficeBuildingMember 2016-06-30 0001631256 kbsgi:CommonwealthBuildingMember us-gaap:OfficeBuildingMember 2016-01-01 2016-06-30 0001631256 kbsgi:VonKarmanTechCenterMember us-gaap:OfficeBuildingMember 2016-01-01 2016-06-30 0001631256 kbsgi:CommonwealthBuildingMember 2016-04-01 2016-06-30 0001631256 kbsgi:CommonwealthBuildingMember us-gaap:OfficeBuildingMember 2016-06-30 2016-06-30 0001631256 us-gaap:SecuredDebtMember kbsgi:CommonwealthBuildingMortgageLoanMember us-gaap:MortgagesMember 2016-06-30 2016-06-30 0001631256 us-gaap:SecuredDebtMember kbsgi:CommonwealthBuildingMortgageLoanMember us-gaap:MortgagesMember 2016-06-30 0001631256 kbsgi:VonKarmanTechCenterMortgageLoanMember us-gaap:MortgagesMember 2016-04-11 2016-04-11 0001631256 kbsgi:CommonwealthBuildingMortgageLoanMember us-gaap:MortgagesMember 2016-06-30 0001631256 kbsgi:VonKarmanTechCenterMortgageLoanMember us-gaap:MortgagesMember 2015-12-31 0001631256 kbsgi:CommonwealthBuildingMortgageLoanMember us-gaap:MortgagesMember 2016-01-01 2016-06-30 0001631256 kbsgi:VonKarmanTechCenterMortgageLoanMember us-gaap:MortgagesMember 2016-01-01 2016-06-30 0001631256 kbsgi:VonKarmanTechCenterMortgageLoanMember us-gaap:MortgagesMember 2016-06-30 0001631256 kbsgi:CommonwealthBuildingMortgageLoanMember us-gaap:MortgagesMember 2015-12-31 0001631256 us-gaap:SecuredDebtMember kbsgi:CommonwealthBuildingMortgageLoanMember us-gaap:MortgagesMember kbsgi:OneMonthLondonInterbankOfferedRateLiborMember 2016-06-30 2016-06-30 0001631256 kbsgi:VonKarmanTechCenterMortgageLoanMember us-gaap:MortgagesMember kbsgi:OneMonthLondonInterbankOfferedRateLiborMember 2016-01-01 2016-04-11 0001631256 kbsgi:CommonwealthBuildingMortgageLoanMember us-gaap:MortgagesMember kbsgi:OneMonthLondonInterbankOfferedRateLiborMember 2016-01-01 2016-06-30 0001631256 kbsgi:VonKarmanTechCenterMortgageLoanMember us-gaap:MortgagesMember kbsgi:OneMonthLondonInterbankOfferedRateLiborMember 2016-04-12 2016-06-30 0001631256 us-gaap:CarryingReportedAmountFairValueDisclosureMember 2015-12-31 0001631256 us-gaap:EstimateOfFairValueFairValueDisclosureMember 2015-12-31 0001631256 us-gaap:EstimateOfFairValueFairValueDisclosureMember 2016-06-30 0001631256 us-gaap:CarryingReportedAmountFairValueDisclosureMember 2016-06-30 0001631256 kbsgi:VonKarmanMember 2016-03-09 2016-03-09 0001631256 kbsgi:KbsCapitalAdvisorsLlcMember 2016-06-30 0001631256 kbsgi:ExpensedMember kbsgi:ReimbursableOperatingExpensesMember kbsgi:AdvisorAndDealerManagerMember 2016-01-01 2016-06-30 0001631256 kbsgi:AdvisorAndDealerManagerMember 2015-12-31 0001631256 kbsgi:ExpensedMember kbsgi:RealEstateAcquisitionFeeMember kbsgi:AdvisorAndDealerManagerMember 2016-01-01 2016-06-30 0001631256 kbsgi:AdvisorAdvanceforCashDistributionsMember kbsgi:AdvisorAndDealerManagerMember 2015-04-01 2015-06-30 0001631256 kbsgi:ReimbursableOtherOfferingCostsMember kbsgi:AdvisorAndDealerManagerMember 2016-06-30 0001631256 kbsgi:ExpensedMember kbsgi:ReimbursableOperatingExpensesMember kbsgi:AdvisorAndDealerManagerMember 2016-04-01 2016-06-30 0001631256 kbsgi:SalesCommissionsMember kbsgi:AdvisorAndDealerManagerMember 2016-04-01 2016-06-30 0001631256 kbsgi:SalesCommissionsMember kbsgi:AdvisorAndDealerManagerMember 2015-12-31 0001631256 kbsgi:AdvisorAndDealerManagerMember 2016-01-01 2016-06-30 0001631256 kbsgi:ExpensedMember kbsgi:ReimbursableOperatingExpensesMember kbsgi:AdvisorAndDealerManagerMember 2015-12-31 0001631256 kbsgi:AdvisorAdvanceforCashDistributionsMember kbsgi:AdvisorAndDealerManagerMember 2016-06-30 0001631256 kbsgi:ExpensedMember kbsgi:AssetManagementFeesMember kbsgi:AdvisorAndDealerManagerMember 2016-01-01 2016-06-30 0001631256 kbsgi:ExpensedMember kbsgi:RealEstateAcquisitionFeeMember kbsgi:AdvisorAndDealerManagerMember 2015-04-01 2015-06-30 0001631256 kbsgi:ExpensedMember kbsgi:RealEstateAcquisitionFeeMember kbsgi:AdvisorAndDealerManagerMember 2015-01-28 2015-06-30 0001631256 kbsgi:ExpensedMember kbsgi:AssetManagementFeesMember kbsgi:AdvisorAndDealerManagerMember 2016-04-01 2016-06-30 0001631256 kbsgi:SalesCommissionsMember kbsgi:AdvisorAndDealerManagerMember 2016-06-30 0001631256 kbsgi:DealerManagerFeesMember kbsgi:AdvisorAndDealerManagerMember 2016-06-30 0001631256 kbsgi:SalesCommissionsMember kbsgi:AdvisorAndDealerManagerMember 2016-01-01 2016-06-30 0001631256 kbsgi:DealerManagerFeesMember kbsgi:AdvisorAndDealerManagerMember 2016-04-01 2016-06-30 0001631256 kbsgi:DealerManagerFeesMember kbsgi:AdvisorAndDealerManagerMember 2016-01-01 2016-06-30 0001631256 kbsgi:ReimbursableOtherOfferingCostsMember kbsgi:AdvisorAndDealerManagerMember 2016-01-01 2016-06-30 0001631256 kbsgi:ExpensedMember kbsgi:ReimbursableOperatingExpensesMember kbsgi:AdvisorAndDealerManagerMember 2015-04-01 2015-06-30 0001631256 kbsgi:AdvisorAndDealerManagerMember 2015-04-01 2015-06-30 0001631256 kbsgi:AdvisorAdvanceforCashDistributionsMember kbsgi:AdvisorAndDealerManagerMember 2016-01-01 2016-06-30 0001631256 kbsgi:DealerManagerFeesMember kbsgi:AdvisorAndDealerManagerMember 2015-04-01 2015-06-30 0001631256 kbsgi:AdvisorAndDealerManagerMember 2016-04-01 2016-06-30 0001631256 kbsgi:ExpensedMember kbsgi:PropertyManagementFeesMember kbsgi:AdvisorAndDealerManagerMember 2015-12-31 0001631256 kbsgi:ExpensedMember kbsgi:PropertyManagementFeesMember kbsgi:AdvisorAndDealerManagerMember 2016-06-30 0001631256 kbsgi:ExpensedMember kbsgi:AssetManagementFeesMember kbsgi:AdvisorAndDealerManagerMember 2015-01-28 2015-06-30 0001631256 kbsgi:AdvisorAndDealerManagerMember 2016-06-30 0001631256 kbsgi:ExpensedMember kbsgi:AssetManagementFeesMember kbsgi:AdvisorAndDealerManagerMember 2015-04-01 2015-06-30 0001631256 kbsgi:ReimbursableOtherOfferingCostsMember kbsgi:AdvisorAndDealerManagerMember 2016-04-01 2016-06-30 0001631256 kbsgi:ExpensedMember kbsgi:AssetManagementFeesMember kbsgi:AdvisorAndDealerManagerMember 2015-12-31 0001631256 kbsgi:ExpensedMember kbsgi:PropertyManagementFeesMember kbsgi:AdvisorAndDealerManagerMember 2016-04-01 2016-06-30 0001631256 kbsgi:SalesCommissionsMember kbsgi:AdvisorAndDealerManagerMember 2015-04-01 2015-06-30 0001631256 kbsgi:AdvisorAdvanceforCashDistributionsMember kbsgi:AdvisorAndDealerManagerMember 2016-04-01 2016-06-30 0001631256 kbsgi:DealerManagerFeesMember kbsgi:AdvisorAndDealerManagerMember 2015-01-28 2015-06-30 0001631256 kbsgi:AdvisorAdvanceforCashDistributionsMember kbsgi:AdvisorAndDealerManagerMember 2015-01-28 2015-06-30 0001631256 kbsgi:ReimbursableOtherOfferingCostsMember kbsgi:AdvisorAndDealerManagerMember 2015-04-01 2015-06-30 0001631256 kbsgi:ExpensedMember kbsgi:PropertyManagementFeesMember kbsgi:AdvisorAndDealerManagerMember 2015-04-01 2015-06-30 0001631256 kbsgi:ExpensedMember kbsgi:RealEstateAcquisitionFeeMember kbsgi:AdvisorAndDealerManagerMember 2016-04-01 2016-06-30 0001631256 kbsgi:AdvisorAndDealerManagerMember 2015-01-28 2015-06-30 0001631256 kbsgi:ExpensedMember kbsgi:ReimbursableOperatingExpensesMember kbsgi:AdvisorAndDealerManagerMember 2016-06-30 0001631256 kbsgi:SalesCommissionsMember kbsgi:AdvisorAndDealerManagerMember 2015-01-28 2015-06-30 0001631256 kbsgi:ExpensedMember kbsgi:PropertyManagementFeesMember kbsgi:AdvisorAndDealerManagerMember 2015-01-28 2015-06-30 0001631256 kbsgi:DealerManagerFeesMember kbsgi:AdvisorAndDealerManagerMember 2015-12-31 0001631256 kbsgi:ExpensedMember kbsgi:RealEstateAcquisitionFeeMember kbsgi:AdvisorAndDealerManagerMember 2015-12-31 0001631256 kbsgi:ReimbursableOtherOfferingCostsMember kbsgi:AdvisorAndDealerManagerMember 2015-12-31 0001631256 kbsgi:AdvisorAdvanceforCashDistributionsMember kbsgi:AdvisorAndDealerManagerMember 2015-12-31 0001631256 kbsgi:ExpensedMember kbsgi:ReimbursableOperatingExpensesMember kbsgi:AdvisorAndDealerManagerMember 2015-01-28 2015-06-30 0001631256 kbsgi:ExpensedMember kbsgi:PropertyManagementFeesMember kbsgi:AdvisorAndDealerManagerMember 2016-01-01 2016-06-30 0001631256 kbsgi:ExpensedMember kbsgi:AssetManagementFeesMember kbsgi:AdvisorAndDealerManagerMember 2016-06-30 0001631256 kbsgi:ReimbursableOtherOfferingCostsMember kbsgi:AdvisorAndDealerManagerMember 2015-01-28 2015-06-30 0001631256 kbsgi:ExpensedMember kbsgi:RealEstateAcquisitionFeeMember kbsgi:AdvisorAndDealerManagerMember 2016-06-30 0001631256 kbsgi:CommonwealthBuildingMember 2015-01-28 2015-06-30 0001631256 kbsgi:CommonwealthBuildingMember 2015-04-01 2015-06-30 0001631256 us-gaap:DividendPaidMember us-gaap:SubsequentEventMember 2016-07-06 2016-07-06 0001631256 kbsgi:CommonClassTMember us-gaap:CommonStockMember us-gaap:SubsequentEventMember 2016-04-28 2016-08-08 0001631256 us-gaap:ScenarioForecastMember 2016-10-31 0001631256 us-gaap:DividendPaidMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2016-07-01 2016-07-01 0001631256 us-gaap:DividendPaidMember kbsgi:CommonClassTMember us-gaap:SubsequentEventMember 2016-08-02 2016-08-02 0001631256 kbsgi:CommonwealthPropertyManagementAgreementMember us-gaap:SubsequentEventMember 2016-07-18 2016-07-18 0001631256 us-gaap:DividendDeclaredMember kbsgi:CommonClassTMember us-gaap:SubsequentEventMember 2016-08-02 2016-08-02 0001631256 us-gaap:DividendPaidMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2016-08-02 2016-08-02 0001631256 us-gaap:DividendDeclaredMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2016-07-01 2016-07-01 0001631256 us-gaap:CommonClassAMember us-gaap:CommonStockMember us-gaap:SubsequentEventMember 2016-04-28 2016-08-08 0001631256 us-gaap:SubsequentEventMember 2016-07-06 0001631256 us-gaap:DividendDeclaredMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2016-08-02 2016-08-02 0001631256 us-gaap:ScenarioForecastMember 2016-09-30 utreg:acre iso4217:USD xbrli:shares iso4217:USD kbsgi:Tenants xbrli:shares xbrli:pure kbsgi:property utreg:sqft iso4217:USD utreg:sqft kbsgi:extension false --12-31 Q2 2016 2016-06-30 10-Q 0001631256 15023 8692805 Smaller Reporting Company KBS Growth & Income REIT, Inc. 0.02 53830 53830 636964 636964 0.06 0.01 5333405 2277218 1070613 1508800 1974880 900000 25.22 22.51 20.05 1500000000 1197920 601650 960784 1916518 1600000 500000 0.0125 0.00136986 0.00136986 0.00136986 0.00082192 0.00082192 0.00084932 0.00082192 0.00084932 0.00084932 0.00076712 0.00084932 0.00084932 0.00082192 0.00084932 0.00082192 0.00084932 0.00084932 10.00 0.8 0.02 0.02 P1Y 2 0.011 0.015 0.06 8.455 9.50 9.88 P150D P150D 0.95 0.95 0.95 8.930 8.740 8.598 8.835 P10D 9.40 P1Y 0.06 0 267365 P1Y 0.015 0.001333 1 3 5 8 4224 9891 0 4091616 1 1 0.962 1 0.97 0.05 P10D 0.1 8.90 0.085 0 134479 P30D P30D P5D P5D 100000 0.950 0.01 0.15 0.15 0.015 0.010 0.01 0.03 0.065 0.065 P30D 1010000000 P30D 5000000 800000000 105000000 1500000000 0.15 0.15 P1Y 2 144599 319738 100000 200000 1987175 7121492 1842576 6801754 232035 406797 305007 354091 994991 4859377 17078538 70225956 -1089259 -1089259 -361003 -361003 1085364 1085364 4091616 4091616 0 -9891 0 15485 30971 0.46 219742 101161 320903 0 0 38568 58831 34339613 127447358 8932 14786 122143 5416885 113211 5402099 2016-06-30 2015-08-12 -187456 -96333 -355912 -702193 2899072 1450284 2221893 4357608 0 0 229192 1600000 229192 1600000 68500000 199528 12892900 32509781 0 199528 19616881 0.12465726 0.24794466 1484 2660 620 556 2381 1883 2710 5424 7308 6355 13 7360 7373 7101 7101 26060 0.01 0.01 0.01 0.01 0.01 500000000 500000000 1000000000 500000000 500000000 500000000 0 2216821 0 8639842 20000 0 2216821 2216821 0 8639842 8639842 20000 0 22168 0 86398 0.12 0.14 0.579 0.161 0.141 0.198 0.259 0 0 186240 337599 472 302 2600995 6600 3472677 6600 0.0215 0.035 0.019 0.0215 16346040 0 16346040 52246790 41000000 11246790 16346040 52246790 16056981 16556729 51377137 52157850 0.0260 0.0236 2021-07-01 2020-09-01 289059 869653 300000 0 0 218002 444531 194895 194895 99 368003 355044 1444522 1444522 87679 355044 0 3670 3670 1434522 0 0 0 205276 198497 0 1030749 0 1434522 3013532 0 0 1382637 16526 1338145 0 276224 0 3013532 -0.01 0.00 -0.24 -0.37 5100000 P4Y8M12D P4Y9M18D 472 302 367222 585731 0 32561 0 -70843 0 3670 0 1193887 0 493338 0 93243 0 0 95652 273493 0 272576 52142 22087 8833424 70125736 0 0 53765 73887 10600000 17900000 P5Y P10Y0M0D P4Y4M24D 18180068 61303587 34339613 127447358 0.001 0.999 41000000 47400000 6400000 16056981 51377137 200000 88088394 0 -68482897 -472 11384 -472 -776202 -776202 -302 -1906716 -2162495 -2162495 219742 44892 0 113780 16056981 51377137 2 2 5300000 35293895 5067624 5554550 6250399 7085156 3471166 7865000 0 0 589008 1156734 0 0 53765 73887 255640 748978 0 0 157 157 0 0 9548 17318 34731 37278 0 51342 0 68431555 0 257369 0 540193 0 611565 0 1115528 0.01 0.01 10000000 10000000 0 0 0 0 0 0 62100 192848 0 1139648 200000 57406898 0 41025750 0.016 Shorter of lease term or expected useful life Remaining term of related leases, including below-market renewal periods P25Y P10Y P40Y P25Y 340993 760260 0 760260 760260 21420599 95147228 5100000 61400000 7300000 73844114 21303114 95147228 21079606 94386968 73844114 20542854 73844114 20542854 94386968 0 0 73934 143345 0 119927 0 0 0 0 0 0 0 0 0 0 0 0 1382637 681359 391943 33342 1152658 3722889 1382637 1139648 1105338 358325 2986278 7132736 0 0 0 0 0 0 0 0 38568 9548 1382637 32834 58831 17318 1382637 84361 0 5125000 0 0 640514 16000 1236295 16000 200000 600000 8.144 0 636964 74532 21181.2380 21181.2390 2194161 8548759 15010 38412 6396961 700000 172500 19105265 19083324 21941 76800000 150099 379515 58043862 57979893 63969 0 -23894 23867 27 0 -257369 257108 261 16105715 -994991 17078538 22168 65452977 -4859377 70225956 86398 200000 0 199800 200 53830 690794 0 0 51349 79404 63194 63194 8079510 5842114 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">UNAUDITED PRO FORMA FINANCIAL INFORMATION</font></div><div style="line-height:120%;padding-bottom:8px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following unaudited pro forma information for the three and six months ended June&#160;30, 2016 and 2015 has been prepared to give effect to the acquisition of the Commonwealth Building as if this acquisition occurred on January&#160;27,&#160;2015. This pro forma information does not purport to represent what the actual results of operations of the Company would have been had the acquisitions occurred on this date, nor does it purport to predict the results of operations for future periods. </font></div><div style="line-height:120%;padding-bottom:16px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="17" rowspan="1"></td></tr><tr><td style="width:49%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:12%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Three Months Ended June 30,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Six Months Ended June 30, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Period from January 27, 2015 to</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">June 30, 2015</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Revenues</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">2,221,893</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">1,450,284</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">4,357,608</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">2,899,072</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Depreciation and amortization</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">960,784</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">601,650</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">1,916,518</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">1,197,920</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Net loss</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(355,912</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(96,333</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(702,193</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(187,456</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">)</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-bottom:16px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The unaudited pro forma information for the three and six months ended June&#160;30, 2016 was adjusted to exclude </font><font style="font-family:inherit;font-size:10pt;">$1.6 million</font><font style="font-family:inherit;font-size:10pt;"> of acquisition costs related to the Commonwealth Building incurred by the Company in 2016. </font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In connection with the Private Offering, the Company adopted a share redemption program that enabled stockholders to sell their shares to the Company in limited circumstances. On March 16, 2016, the Company adopted an Amended and Restated Share Redemption Program in anticipation of the commencement of the Public Offering and related designation of Class T shares of common stock.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">There are several limitations on the Company&#8217;s ability to redeem shares under the share redemption program:</font></div><table cellpadding="0" cellspacing="0" style="padding-bottom:4px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:54px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unless the shares are being redeemed in connection with a stockholder&#8217;s death, &#8220;qualifying disability&#8221; or &#8220;determination of incompetence&#8221; (each as defined under the share redemption program), the Company may not redeem shares unless the stockholder has held the shares for </font><font style="font-family:inherit;font-size:10pt;">one</font><font style="font-family:inherit;font-size:10pt;"> year.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:4px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:54px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During any calendar year, the Company may redeem only the number of shares that it could purchase with the amount of net proceeds from the sale of shares under its distribution reinvestment plan during the prior calendar year. However, the Company may increase or decrease the funding available for the redemption of shares pursuant to the program upon ten business days&#8217; notice to its stockholders.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:4px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:54px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During any calendar year, the Company may redeem no more than </font><font style="font-family:inherit;font-size:10pt;">5%</font><font style="font-family:inherit;font-size:10pt;"> of the weighted average number of shares outstanding during the prior calendar year.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:54px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company has 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.</font></div></td></tr></table><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Pursuant to the share redemption program, and provided the redeeming stockholder has held his or her shares for at least one year, the Company will initially redeem shares submitted as an ordinary redemption at </font><font style="font-family:inherit;font-size:10pt;">95.0%</font><font style="font-family:inherit;font-size:10pt;"> of the price paid to acquire the shares from the Company. Notwithstanding the foregoing, stock dividends will initially be redeemed at the &#8220;net investment amount&#8221; per share, which will be based on the &#8220;amount available for investment/net investment amount&#8221; percentage shown in the estimated use of proceeds table in the Company&#8217;s prospectus, as supplemented, for the Public Offering. For each class of shares designated, this amount will initially equal </font><font style="font-family:inherit;font-size:10pt;">$9.40</font><font style="font-family:inherit;font-size:10pt;"> per share for redemptions of shares received as a result of a stock dividend. Once the Company has established an estimated net asset value (&#8220;NAV&#8221;) per share of its common stock, it will redeem all shares submitted in connection with an ordinary redemption at </font><font style="font-family:inherit;font-size:10pt;">95.0%</font><font style="font-family:inherit;font-size:10pt;"> of the Company&#8217;s most recent estimated NAV per share as of the applicable redemption date.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">For purposes of determining whether a redeeming stockholder has held the share submitted for redemption for at least one year, the time period begins as of the date the stockholder acquired the share; provided, that shares purchased by the redeeming stockholder pursuant to the distribution reinvestment plan or received as a stock dividend will be deemed to have been acquired on the same date as the initial share to which the distribution reinvestment plan shares or stock dividend shares relate.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company expects to establish an estimated NAV per share no later than </font><font style="font-family:inherit;font-size:10pt;">150</font><font style="font-family:inherit;font-size:10pt;"> days after the second anniversary of the date on which the Company commenced the Public Offering. Once announced, the Company expects to update the estimated NAV per share in December of each year.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In several respects the Company treats redemptions sought upon a stockholder&#8217;s death, qualifying disability or determination of incompetence differently from other redemptions:</font></div><table cellpadding="0" cellspacing="0" style="padding-bottom:4px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:54px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">there is no one-year holding requirement;</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:4px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:54px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">until the Company establishes an estimated NAV per share, which the Company expects to be no later than September 25, 2018 (as described above), the redemption price is the amount paid to acquire the shares from the Company. Notwithstanding the foregoing, stock dividends will initially be redeemed at the &#8220;net investment amount&#8221; per share, which will be based on the &#8220;amount available for investment/net investment amount&#8221; percentage shown in the estimated use of proceeds table in the Company&#8217;s prospectus, as supplemented, for the Public Offering. For each class of shares designated, this amount will initially equal </font><font style="font-family:inherit;font-size:10pt;">$9.40</font><font style="font-family:inherit;font-size:10pt;"> per share for redemptions of shares received as a result of a stock dividend; and</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:54px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">once the Company has established an estimated NAV per share, the redemption price will be the estimated NAV per share as of the redemption date.</font></div></td></tr></table><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The board may amend, suspend or terminate the share redemption program upon </font><font style="font-family:inherit;font-size:10pt;">30</font><font style="font-family:inherit;font-size:10pt;"> days&#8217; notice to stockholders, provided that the Company may increase or decrease the funding available for the redemption of shares pursuant to the share redemption program upon </font><font style="font-family:inherit;font-size:10pt;">10</font><font style="font-family:inherit;font-size:10pt;"> business days&#8217; notice.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company records amounts that are redeemable under the share redemption program as redeemable common stock in its consolidated balance sheets because the shares will be mandatorily redeemable at the option of the holder and therefore their redemption is outside the control of the Company. The maximum amount redeemable under the Company&#8217;s share redemption program is limited to the number of shares the Company could redeem with the amount of the net proceeds from the sale of shares under the distribution reinvestment plan during the prior calendar year. However, because the amounts that can be redeemed are determinable and only contingent on an event that is likely to occur (e.g., the passage of time) the Company will present the net proceeds from the current year and prior year distribution reinvestment plan, net of current year redemptions, as redeemable common stock in its consolidated balance sheets.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company will classify as liabilities financial instruments that represent a mandatory obligation of the Company to redeem shares. The Company&#8217;s redeemable common shares are contingently redeemable at the option of the holder. When the Company determines it has a mandatory obligation to repurchase shares under the share redemption program, it will reclassify such obligations from temporary equity to a liability based upon their respective settlement values.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company pays the Advisor </font><font style="font-family:inherit;font-size:10pt;">2.0%</font><font style="font-family:inherit;font-size:10pt;"> of the cost of investments acquired or originated by the Company, or the amount to be funded to acquire or originate loans, including acquisition and origination expenses and any debt attributable to such investments, plus significant capital expenditures budgeted as of the date of acquisition related to the development, construction or improvement of a real estate property. Acquisition fees calculated based on capital expenditures budgeted as of the date of acquisition are paid at the time funds are disbursed pursuant to a final approved budget upon receipt of an invoice by the Company.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company reimburses the Advisor for customary acquisition and origination expenses (including expenses relating to potential investments that the Company does not close), such as legal fees and expenses (including fees of independent contractor in-house counsel that are not employees of the Advisor), costs of due diligence (including, as necessary, updated appraisals, surveys and environmental site assessments), travel and communications expenses, accounting fees and expenses and other closing costs and miscellaneous expenses relating to the acquisition or origination of real estate properties and real estate-related investments. </font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Advisor agreed to advance funds to the Company for distribution record dates through the period ended May 31, 2016 and, to the extent and in the amount requested by the Company, to advance funds to the Company equal to an amount up to the cumulative amount of cash distributions declared by the Company for distribution record dates for the period from June 1, 2016 to June 30, 2016. The Company is only obligated to repay the Advisor for its advance if and to the extent that:</font></div><table cellpadding="0" cellspacing="0" style="padding-bottom:4px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">(i) </font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">the Company&#8217;s modified funds from operations (&#8220;MFFO&#8221;), as such term is defined by the Investment Program Association and interpreted by the Company, for the immediately preceding month exceeds the amount of cash distributions declared for record dates of such prior month (an &#8220;MFFO Surplus&#8221;), and the Company will pay the Advisor the amount of the MFFO Surplus to reduce the principal amount outstanding under the advance, provided that such payments shall only be made if management in its sole discretion expects an MFFO Surplus to be recurring for at least the next two calendar quarters, determined on a quarterly basis; or</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">(ii) </font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Excess proceeds from third-party financings are available (&#8220;Excess Proceeds&#8221;), provided that the amount of any such Excess Proceeds that may be used to repay the principal amount outstanding under the advance shall be determined by the conflicts committee in its sole discretion.</font></div></td></tr></table><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">No interest accrues on the advance made by the Advisor.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In determining whether Excess Proceeds are available to repay the advance, the Company&#8217;s conflicts committee will consider whether cash on hand could have been used to reduce the amount of third-party financing provided to us. If such cash could have been used instead of third-party financing, the third-party financing proceeds will be available to repay the advance.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company pays the Advisor a monthly fee equal to one-twelfth of </font><font style="font-family:inherit;font-size:10pt;">1.6%</font><font style="font-family:inherit;font-size:10pt;"> of the cost of its investments, less any debt secured by or attributable to the investments. The cost of the real property investments is calculated as the amount paid or allocated to acquire the real property, plus the budgeted capital improvement costs for the development, construction or improvements to the property once such funds are disbursed pursuant to a final approved budget and fees and expenses related to the acquisition, but excluding acquisition fees paid or payable to the Advisor. The cost of the Company&#8217;s real estate-related investments and any investments other than real property will be calculated as the lesser of: (x) the amount paid or allocated to acquire or fund the investment, including fees and expenses related to the acquisition or origination (but excluding acquisition or origination fees paid or payable to the Advisor), and (y) the outstanding principal amount of such investment, including fees and expenses related to the acquisition or funding of such investment (but excluding acquisition or origination fees paid or payable to the Advisor). In the case of investments made through joint ventures, the asset management fee will be determined based on the Company&#8217;s proportionate share of the underlying investment.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">For substantial assistance in connection with the sale of the Company&#8217;s assets, which includes the sale of a single asset or the sale of all or a portion of the Company&#8217;s assets through a portfolio sale, merger or business combination transaction, the Company will pay the Advisor or its affiliates a percentage of the contract sales price of the assets sold (including residential or commercial mortgage-backed securities issued by a subsidiary of the Company as part of a securitization transaction). For dispositions with a contract sales price less than or equal to </font><font style="font-family:inherit;font-size:10pt;">$1.5 billion</font><font style="font-family:inherit;font-size:10pt;">, the disposition fee will equal </font><font style="font-family:inherit;font-size:10pt;">1.5%</font><font style="font-family:inherit;font-size:10pt;"> of the contract sales price. For dispositions with a contract sales price greater than </font><font style="font-family:inherit;font-size:10pt;">$1.5 billion</font><font style="font-family:inherit;font-size:10pt;">, the disposition fee will equal </font><font style="font-family:inherit;font-size:10pt;">1.5%</font><font style="font-family:inherit;font-size:10pt;"> of the first </font><font style="font-family:inherit;font-size:10pt;">$1.5 billion</font><font style="font-family:inherit;font-size:10pt;"> of the contract sales price, plus </font><font style="font-family:inherit;font-size:10pt;">1.1%</font><font style="font-family:inherit;font-size:10pt;"> of the amount of the contract sales price in excess of </font><font style="font-family:inherit;font-size:10pt;">$1.5 billion</font><font style="font-family:inherit;font-size:10pt;">. The disposition fee is determined on a per transaction basis and is not cumulative. The Company will not pay a disposition fee upon the maturity, prepayment or workout of a loan or other debt-related investment, provided that (i) if the Company negotiates a discounted payoff with the borrower, the Company will pay a disposition fee and (ii) if the Company takes ownership of a property as a result of a workout or foreclosure of a loan, the Company will pay a disposition fee upon the sale of such property. </font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Organization and offering costs of the Company (other than selling commissions, dealer manager fees and the stockholder servicing fee) may be paid by the Advisor, the Dealer Manager or their affiliates on behalf of the Company or may be paid directly by the Company. Offering costs include all expenses incurred in connection with the Private Offering and the Public Offering. Organization costs include all expenses incurred in connection with the formation of the Company, including but not limited to legal fees and other costs to incorporate the Company.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the Private Offering, there was no limit on the amount of organization and offering costs the Company could incur and the Company was obligated to reimburse the Advisor, the Dealer Manager or their affiliates, as applicable, for organization and offering costs (excluding wholesaling compensation expenses) paid by them on behalf of the Company. During the Public Offering, pursuant to the Advisory Agreement and the Public Offering Dealer Management Agreement, the Company is obligated to reimburse the Advisor, the Dealer Manager or their affiliates, as applicable, for organization and offering costs related to the Public Offering (excluding wholesaling compensation expenses) paid by them on behalf of the Company provided such reimbursement would not cause the total organization and offering costs borne by the Company related to the Public Offering (including selling commissions, dealer manager fees, the stockholder servicing fee and all other items of organization and offering expenses) to exceed </font><font style="font-family:inherit;font-size:10pt;">15%</font><font style="font-family:inherit;font-size:10pt;"> of gross offering proceeds raised in the Public Offering as of the date of reimbursement. The Company reimburses the Dealer Manager for underwriting compensation in connection with the Private Offering; however, the Company may also pay all of these costs directly as discussed in the private placement memorandum for the Private Offering. The Company also expects to reimburse the Dealer Manager for underwriting compensation in connection with the Public Offering as discussed in the prospectus for the Public Offering. The Company also pays directly or reimburses, and expects to pay directly or reimburse, the Dealer Manager for due diligence expenses of broker dealers in connection with the Private Offering and the Public Offering, respectively. In addition, the Advisor is obligated to reimburse the Company to the extent organization and offering costs (excluding selling commissions, the dealer manager fee and stockholder servicing fee) borne by the Company and incurred in connection with the Primary Offering exceed </font><font style="font-family:inherit;font-size:10pt;">1%</font><font style="font-family:inherit;font-size:10pt;"> of gross proceeds raised in the Primary Offering as of the termination of the Primary Offering.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">, the Company had not incurred any organization and offering costs related to the Public Offering and all such costs had been funded by the Advisor or the Dealer Manager. As a result, these organization and offering costs related to the Public Offering are not recorded in the financial statements of the Company as of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;"> because such costs are only a liability of the Company to the extent organization and offering costs incurred by the Company in connection with the Public Offering do not exceed </font><font style="font-family:inherit;font-size:10pt;">15%</font><font style="font-family:inherit;font-size:10pt;"> of the gross proceeds raised in the Public Offering. Organization and offering costs related to the Private Offering were not a liability to the Company until the Company satisfied the minimum offering amount in the Private Offering. Because the Company broke escrow in the Private Offering on August 12, 2015, organization and offering costs related to the Private Offering are recorded in the financial statements of the Company as of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">. Organization costs are expensed as incurred and offering costs are deferred and charged to stockholder&#8217;s equity as such amounts are reimbursed to the Advisor, the Dealer Manager or their affiliates from the gross proceeds of the applicable offering. </font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Pursuant to the Advisory Agreement, the Private Offering Dealer Manager Agreement and the Public Offering Dealer Manager Agreement, the Company is or was obligated to pay the Advisor and the Dealer Manager specified fees upon the provision of certain services related to the Private Offering and the Public Offering, the investment of funds in real estate and real estate-related investments, management of the Company&#8217;s investments and for other services (including,&#160;but not limited to, the disposition of investments). The Company is or was also obligated to reimburse the Advisor and Dealer Manager for organization and offering costs incurred by the Advisor and the Dealer Manager on behalf of the Company, and the Company is obligated to reimburse the Advisor for acquisition and origination expenses and certain operating expenses incurred on behalf of the Company or incurred in connection with 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. See Note 8, &#8220;Related Party Transactions.&#8221;</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In addition, in connection with certain property acquisitions, the Company, through indirect wholly owned subsidiaries, has entered into separate property management agreements (each, a &#8220;Property Management Agreement&#8221;) with KBS Management Group, LLC (the &#8220;Co-Manager&#8221;), an affiliate of the Advisor.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company records all related party fees as incurred, subject to any limitations described in the respective agreements. The Company had not incurred any disposition fees, subordinated participation in net cash flows or subordinated incentive fees payable to the Advisor through June 30, 2016. </font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company pays the Co-Manager a monthly fee equal to a percentage of the rent (to be determined on a property by property basis, consistent with current market rates), payable and actually collected for the month, from certain property acquisitions for which the Company has entered a Property Management Agreement with the Co-Manager. See Note 8, &#8220;Related-Party Transactions &#8212; Real Estate Property Co-Management Agreement.&#8221;</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company may reimburse the expenses incurred by the Advisor or its affiliates in connection with their provision of services to the Company, including the Company&#8217;s allocable share of the Advisor&#8217;s overhead, such as rent, employee costs, utilities and cybersecurity costs. The Advisor may seek reimbursement for employee costs under the Advisory Agreement. At this time, the Company anticipates it will only reimburse the Advisor for its allocable portion of the salaries, benefits and overhead of internal audit department personnel providing services to the Company. In the future, if the Advisor seeks reimbursement for additional employee costs, such costs may include the Company&#8217;s proportionate share of the salaries of persons involved in the preparation of documents to meet SEC reporting requirements. The Company will not reimburse the Advisor or its affiliates for employee costs in connection with services for which the Advisor or its affiliates receive acquisition or origination fees 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&#8217;s executive officers. </font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company reimburses the Dealer Manager for certain fees and expenses it incurs for administering the Company&#8217;s participation in the DTCC Alternative Investment Product Platform, or the AIP Platform, with respect to certain accounts of the Company&#8217;s investors serviced through the AIP Platform.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company has entered, together with KBS Real Estate Investment Trust, Inc., KBS Real Estate Investment Trust II, Inc., KBS Strategic Opportunity REIT, Inc., KBS Legacy Partners Apartment REIT, Inc., KBS Real Estate Investment Trust III, Inc., KBS Strategic Opportunity REIT II, Inc., the Dealer Manager, the Advisor and other KBS affiliated entities, 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&#8217;s and the Dealer Manager&#8217;s portion of the shared lower tiers&#8217; cost is proportionate to the respective entities&#8217; prior cost for the errors and omissions insurance.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In the Private Offering, the Company paid the Dealer Manager up to </font><font style="font-family:inherit;font-size:10pt;">6.5%</font><font style="font-family:inherit;font-size:10pt;"> of the price per share of Class A common stock sold in the primary portion of the Private Offering as a selling commission. The Dealer Manager reallowed </font><font style="font-family:inherit;font-size:10pt;">100%</font><font style="font-family:inherit;font-size:10pt;"> of selling commissions earned to participating broker-dealers. No sales commissions were paid on shares sold through the distribution reinvestment plan.&#160; In the Private Offering, the Company paid the Dealer Manager up to </font><font style="font-family:inherit;font-size:10pt;">2.0%</font><font style="font-family:inherit;font-size:10pt;"> of the price per share of Class A common stock sold in the primary portion of the Private Offering as a dealer manager fee. No dealer manager fee was payable on shares sold under the distribution reinvestment plan. From its dealer manager fee, the Dealer Manager could reallow to any participating broker-dealer up to </font><font style="font-family:inherit;font-size:10pt;">1.0%</font><font style="font-family:inherit;font-size:10pt;"> of the price per share of Class A common stock sold in the Private Offering attributable to that participating broker-dealer as a marketing fee and in special cases the dealer manager could increase the reallowance. </font></div><div style="line-height:120%;padding-bottom:8px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In the Public Offering, the Company pays selling commissions to the Dealer Manager in amounts up to </font><font style="font-family:inherit;font-size:10pt;">6.5%</font><font style="font-family:inherit;font-size:10pt;"> of the price per share of Class A common stock sold in the primary portion of the Public Offering and up to </font><font style="font-family:inherit;font-size:10pt;">3.0%</font><font style="font-family:inherit;font-size:10pt;"> of the price per share of Class T common stock sold in the primary portion of the Public Offering. Additionally, in the Public Offering, the Company pays dealer manager fees to the Dealer Manager in an amount up to </font><font style="font-family:inherit;font-size:10pt;">2.0%</font><font style="font-family:inherit;font-size:10pt;"> of the price per share of Class A and Class T common stock sold in the primary portion of the Public Offering. The Dealer Manager reallows all selling commissions to participating broker dealers and may generally reallow (from its dealer manager fee) to any participating broker dealer up to </font><font style="font-family:inherit;font-size:10pt;">1.0%</font><font style="font-family:inherit;font-size:10pt;"> of the gross proceeds from the primary portion of the Public Offering attributable to that participating broker dealer as a marketing fee and in select cases up to </font><font style="font-family:inherit;font-size:10pt;">1.5%</font><font style="font-family:inherit;font-size:10pt;"> of the gross proceeds from the primary portion of the Public Offering may be reallowed. No selling commissions or dealer manager fees are payable on shares of common stock sold under the distribution reinvestment plan.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Pursuant to the Public Offering Dealer Manager Agreement, the Company pays the Dealer Manager an annual stockholder servicing fee of </font><font style="font-family:inherit;font-size:10pt;">1.0%</font><font style="font-family:inherit;font-size:10pt;"> of the purchase price per share (ignoring any discounts that may be available to certain categories of purchasers) of Class T common stock sold in the Primary Offering solely to the extent there is a broker dealer of record with respect to such Class T share that has entered a currently effective selected dealer agreement or servicing agreement that provides for the payment to such broker dealer of the stockholder servicing fee with respect to such Class T share, and such broker dealer of record is in compliance with the applicable terms of such selected dealer agreement or servicing agreement related to such payment. To the extent payable, the stockholder servicing fee will accrue daily and be paid monthly in arrears, and the Dealer Manager will reallow </font><font style="font-family:inherit;font-size:10pt;">100%</font><font style="font-family:inherit;font-size:10pt;"> of the stockholder servicing fee to such broker dealer of record for services provided to Class T stockholders after the initial sale of the Class T share. In addition, no stockholder servicing fee will be paid with respect to Class T shares purchased through the distribution reinvestment plan or issued pursuant to a stock dividend.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The stockholder servicing fee with respect to a Class T share will cease accruing upon the earlier of any of the following events (i) the date at which aggregate underwriting compensation from all sources equals </font><font style="font-family:inherit;font-size:10pt;">10%</font><font style="font-family:inherit;font-size:10pt;"> of the gross proceeds from the Primary Offering in which the Class T share was sold, as calculated by the Company with the assistance of the Dealer Manager after the termination of the Primary Offering in which the Class T share was sold, (ii) with respect to a particular Class T share, on the fourth anniversary of the issuance of the share, (iii) a listing of the Company&#8217;s common stock on a national securities exchange, (iv) a merger or other extraordinary transaction, and (v) the date the Class T share associated with the stockholder servicing fee is no longer outstanding such as upon its redemption or the Company&#8217;s dissolution.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Upon a merger or listing of the Company&#8217;s common stock on a national securities exchange, the Company will pay the Advisor an incentive fee. Upon a listing this fee will equal </font><font style="font-family:inherit;font-size:10pt;">15%</font><font style="font-family:inherit;font-size:10pt;"> of the amount by which (i) the market value of the outstanding stock plus the total of all distributions paid by the Company to stockholders from inception until the date market value is determined (including distributions funded from any source and those that may constitute a return of capital for federal income tax purposes and excluding any stock dividends) exceeds (ii) the sum of the stockholders&#8217; gross investment amount, which is the amount calculated by multiplying the total number of shares purchased by stockholders by the issue price, reduced by the total number of shares repurchased by the Company (excluding shares received as a stock divided which we subsequently repurchased) multiplied by the weighted average issue price of the shares sold in a primary offering, and the amount of cash flow necessary to generate a </font><font style="font-family:inherit;font-size:10pt;">6%</font><font style="font-family:inherit;font-size:10pt;"> per year cumulative, noncompounded return on stockholders&#8217; gross investment amount from inception of the Company through the date the market value is determined.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Upon a merger this fee will equal </font><font style="font-family:inherit;font-size:10pt;">15%</font><font style="font-family:inherit;font-size:10pt;"> of the amount by which (i) the merger consideration amount plus the total of all distributions paid or declared by the Company to stockholders from inception until the closing of the merger (including distributions funded from any source and those that may constitute a return of capital for federal income tax purposes and excluding any stock dividends) exceeds (ii) the sum of the stockholders&#8217; gross investment amount, which is the amount calculated by multiplying the total number of shares purchased by stockholders by the issue price, reduced by the total number of shares repurchased by the Company (excluding shares received as a stock divided which we subsequently repurchased) multiplied by the weighted average issue price of the shares sold in a primary offering, and the amount necessary to generate a </font><font style="font-family:inherit;font-size:10pt;">6%</font><font style="font-family:inherit;font-size:10pt;"> per year cumulative, noncompounded return on stockholders&#8217; gross investment amount from the Company&#8217;s inception through the closing of the merger.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The </font><font style="font-family:inherit;font-size:10pt;">6.0%</font><font style="font-family:inherit;font-size:10pt;"> per year cumulative, noncompounded return on gross investment amount is calculated on a daily basis. In making this calculation, gross investment amount is determined for each day during the period for which the </font><font style="font-family:inherit;font-size:10pt;">6.0%</font><font style="font-family:inherit;font-size:10pt;"> per year cumulative, noncompounded return is being calculated, including a daily adjustment to reflect shares repurchased by the Company (excluding shares received as a stock dividend which the Company subsequently repurchased). In addition, gross investment amount is reduced by the following: (i) distributions from net sales proceeds, (ii) distributions paid from operating cash flow in excess of a cumulative, noncompounded, annual return of </font><font style="font-family:inherit;font-size:10pt;">6.0%</font><font style="font-family:inherit;font-size:10pt;">, and (iii) distributions from net financing proceeds, except to the extent such distributions would be required to supplement prior distributions paid in order to achieve a cumulative, noncompounded, annual return of </font><font style="font-family:inherit;font-size:10pt;">6.0%</font><font style="font-family:inherit;font-size:10pt;">. Gross investment amount is only reduced as described above; it is not reduced simply because a distribution constitutes a return of capital for federal income tax purposes.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">After the Company&#8217;s common stockholders have received, together as a collective group, aggregate distributions (including distributions funded from any source and those that may constitute a return of capital for federal income tax purposes) sufficient to provide (i) a return of their gross investment amount, which is the amount calculated by multiplying the total number of shares purchased by stockholders by the issue price, reduced by the total number of shares repurchased by the Company (excluding shares received as a stock divided which we subsequently repurchased) multiplied by the weighted average issue price of the shares sold in a primary offering, and (ii) a </font><font style="font-family:inherit;font-size:10pt;">6%</font><font style="font-family:inherit;font-size:10pt;"> per year cumulative, noncompounded return on such gross investment amount, the Advisor is entitled to receive </font><font style="font-family:inherit;font-size:10pt;">15%</font><font style="font-family:inherit;font-size:10pt;"> of the Company&#8217;s net cash flows, whether from continuing operations, net sales proceeds, net financing proceeds, or otherwise. Net sales proceeds means the net cash proceeds realized by the Company after deduction of all expenses incurred (i) in connection with a disposition of the Company&#8217;s assets, or (ii) from the prepayment, maturity, workout or other settlement of any loan or other investment. Net financing proceeds means the net cash proceeds realized from the financing of the Company&#8217;s assets or refinancing of the Company&#8217;s debt. The </font><font style="font-family:inherit;font-size:10pt;">6%</font><font style="font-family:inherit;font-size:10pt;"> per year cumulative, noncompounded return on gross investment amount is calculated on a daily basis. In making this calculation, gross investment amount is determined for each day during the period for which the </font><font style="font-family:inherit;font-size:10pt;">6%</font><font style="font-family:inherit;font-size:10pt;"> per year cumulative, noncompounded return is being calculated, including a daily adjustment to reflect shares repurchased by the Company (excluding shares received as a stock divided which we subsequently repurchased), and gross investment amount is reduced by the following: (i) distributions from net sales proceeds, (ii) distributions paid from operating cash flow in excess of a cumulative, noncompounded, annual return of </font><font style="font-family:inherit;font-size:10pt;">6%</font><font style="font-family:inherit;font-size:10pt;">, and (iii) distributions from net financing proceeds, except to the extent such distributions would be required to supplement prior distributions paid in order to achieve a cumulative, noncompounded, annual return of </font><font style="font-family:inherit;font-size:10pt;">6%</font><font style="font-family:inherit;font-size:10pt;">. Gross investment amount is only reduced as described above; it is not reduced simply because a distribution constitutes a return of capital for federal income tax purposes.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company recognizes interest income on its cash and cash equivalents as it is earned and classifies such amounts as other income.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:28px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;Any references to square footage, occupancy or annualized base rent are unaudited and outside the scope of the Company&#8217;s independent registered public accounting firm&#8217;s review of the Company&#8217;s financial statements in accordance with the standards of the United States Public Company Accounting Oversight Board.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">TENANT ORIGINATION AND ABSORPTION COSTS AND BELOW-MARKET LEASE LIABILITIES</font></div><div style="line-height:120%;padding-bottom:8px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2015</font><font style="font-family:inherit;font-size:10pt;">, the Company&#8217;s tenant origination and absorption costs and below-market lease liabilities were as follows:</font></div><div style="line-height:120%;padding-bottom:16px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16" rowspan="1"></td></tr><tr><td style="width:37%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:13%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:13%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:13%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:13%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Tenant Origination and</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Absorption Costs</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Below-Market</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Lease Liabilities</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">June&#160;30, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">June&#160;30, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2015</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Cost</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">7,121,492</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">1,987,175</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(5,416,885</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(122,143</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Accumulated Amortization</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(319,738</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(144,599</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">14,786</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">8,932</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Net Amount</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">6,801,754</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">1,842,576</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(5,402,099</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(113,211</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">)</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-bottom:16px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the </font><font style="font-family:inherit;font-size:10pt;">three</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">six</font><font style="font-family:inherit;font-size:10pt;"> months ended </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">, the Company recorded </font><font style="font-family:inherit;font-size:10pt;">$0.1 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$0.2 million</font><font style="font-family:inherit;font-size:10pt;"> of amortization expense related to tenant origination and absorption costs, respectively, and </font><font style="font-family:inherit;font-size:10pt;">$4,224</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$9,891</font><font style="font-family:inherit;font-size:10pt;"> as an increase to rental income related to amortization of below-market lease liabilities, respectively. </font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The accompanying unaudited consolidated financial statements and condensed notes thereto have been prepared in accordance with U.S. generally accepted accounting principles (&#8220;GAAP&#8221;) for interim financial information as contained within the Financial Accounting Standards Board (&#8220;FASB&#8221;) Accounting Standards Codification (&#8220;ASC&#8221;) and the rules and regulations of the SEC, including the instructions to Form 10-Q and Article&#160;10 of Regulation&#160;S-X.&#160; Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes required by GAAP for audited financial statements. &#160;In the opinion of management, the financial statements for the unaudited interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair and consistent presentation of the results for such periods.&#160; Operating results for the </font><font style="font-family:inherit;font-size:10pt;">three</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">six</font><font style="font-family:inherit;font-size:10pt;"> months ended </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;"> are not necessarily indicative of the results that may be expected for the year ending December&#160;31,&#160;2016. </font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Principles of Consolidation and Basis of Presentation</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The accompanying unaudited consolidated financial statements and condensed notes thereto have been prepared in accordance with U.S. generally accepted accounting principles (&#8220;GAAP&#8221;) for interim financial information as contained within the Financial Accounting Standards Board (&#8220;FASB&#8221;) Accounting Standards Codification (&#8220;ASC&#8221;) and the rules and regulations of the SEC, including the instructions to Form 10-Q and Article&#160;10 of Regulation&#160;S-X.&#160; Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes required by GAAP for audited financial statements. &#160;In the opinion of management, the financial statements for the unaudited interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair and consistent presentation of the results for such periods.&#160; Operating results for the </font><font style="font-family:inherit;font-size:10pt;">three</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">six</font><font style="font-family:inherit;font-size:10pt;"> months ended </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;"> are not necessarily indicative of the results that may be expected for the year ending December&#160;31,&#160;2016. </font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The consolidated financial statements include the accounts of the Company, REIT Holdings, the Operating Partnership, and their direct and indirect wholly owned subsidiaries.&#160; All significant intercompany balances and transactions are eliminated in consolidation.&#160; </font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Use of Estimates</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Revenue Recognition</font></div><div style="line-height:120%;padding-bottom:4px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Real Estate</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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 the 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:</font></div><table cellpadding="0" cellspacing="0" style="padding-bottom:4px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:54px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">whether the lease stipulates how a tenant improvement allowance may be spent; </font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:4px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:54px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">whether the amount of a tenant improvement allowance is in excess of market rates; </font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:4px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:54px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">whether the tenant or landlord retains legal title to the improvements at the end of the lease term; </font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:4px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:54px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">whether the tenant improvements are unique to the tenant or general-purpose in nature; and </font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:54px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">whether the tenant improvements are expected to have any residual value at the end of the lease. </font></div></td></tr></table><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company records 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.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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&#8217;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.</font></div><div style="line-height:120%;padding-bottom:4px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Cash and Cash Equivalents</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company recognizes interest income on its cash and cash equivalents as it is earned and classifies such amounts as other income.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Real Estate</font></div><div style="line-height:120%;padding-bottom:4px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Depreciation and Amortization</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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&#8217;s lease term or expected useful life. The Company anticipates the estimated useful lives of its assets by class to be generally as follows:</font></div><div style="line-height:120%;padding-bottom:16px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:94.73684210526315%;border-collapse:collapse;text-align:left;"><tr><td colspan="2" rowspan="1"></td></tr><tr><td style="width:47%;" rowspan="1" colspan="1"></td><td style="width:53%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">Buildings</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">25 - 40 years</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">Building improvements</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">10 - 25 years</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">Tenant improvements</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">Shorter of lease term or expected useful life</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">Tenant origination and absorption costs</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">Remaining term of related leases, including<br clear="none"/>below-market renewal periods</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-bottom:4px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Real Estate Acquisition Valuation</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company records the acquisition of income-producing real estate 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.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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&#8217;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.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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&#8217;s acquired tangible assets, identifiable intangibles and assumed liabilities, which would impact the amount of the Company&#8217;s net income.</font></div><div style="line-height:120%;padding-bottom:4px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Impairment of Real Estate and Related Intangible Assets and Liabilities</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Cash and Cash Equivalents</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents may include cash and short-term investments. Cash and cash equivalents are stated at cost, which approximates fair value. The Company&#8217;s cash and cash equivalents balance may exceed federally insurable limits. The Company intends to mitigate this risk by depositing funds with a major financial institution; however, these cash balances could be impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets. There were no restrictions on the use of the Company&#8217;s cash and cash equivalents as of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2015</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Deferred Financing Costs</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Fair Value Measurements</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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 non-financial and financial assets 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:</font></div><table cellpadding="0" cellspacing="0" style="padding-bottom:4px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:54px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Level 1: unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities; </font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:4px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:54px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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 </font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:54px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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. </font></div></td></tr></table><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">When available, the Company utilizes quoted market prices from independent third-party sources to determine fair value and classifies such items in Level&#160;1 or Level&#160;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)&#160;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)&#160;another valuation technique that is consistent with the principles of fair value measurement, such as the income approach or the market approach.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company considers the following factors to be indicators of an inactive market: (i)&#160;there are few recent transactions, (ii)&#160;price quotations are not based on current information, (iii)&#160;price quotations vary substantially either over time or among market makers (for example, some brokered markets), (iv)&#160;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)&#160;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&#8217;s estimate of expected cash flows, considering all available market data about credit and other nonperformance risk for the asset or liability, (vi)&#160;there is a wide bid-ask spread or significant increase in the bid-ask spread, (vii)&#160;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)&#160;little information is released publicly (for example, a principal-to-principal market).</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company considers the following factors to be indicators of non-orderly transactions: (i)&#160;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)&#160;there was a usual and customary marketing period, but the seller marketed the asset or liability to a single market participant, (iii)&#160;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&#160;is, forced), and (iv)&#160;the transaction price is an outlier when compared with other recent transactions for the same or similar assets or liabilities.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Redeemable Common Stock</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In connection with the Private Offering, the Company adopted a share redemption program that enabled stockholders to sell their shares to the Company in limited circumstances. On March 16, 2016, the Company adopted an Amended and Restated Share Redemption Program in anticipation of the commencement of the Public Offering and related designation of Class T shares of common stock.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">There are several limitations on the Company&#8217;s ability to redeem shares under the share redemption program:</font></div><table cellpadding="0" cellspacing="0" style="padding-bottom:4px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:54px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unless the shares are being redeemed in connection with a stockholder&#8217;s death, &#8220;qualifying disability&#8221; or &#8220;determination of incompetence&#8221; (each as defined under the share redemption program), the Company may not redeem shares unless the stockholder has held the shares for </font><font style="font-family:inherit;font-size:10pt;">one</font><font style="font-family:inherit;font-size:10pt;"> year.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:4px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:54px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During any calendar year, the Company may redeem only the number of shares that it could purchase with the amount of net proceeds from the sale of shares under its distribution reinvestment plan during the prior calendar year. However, the Company may increase or decrease the funding available for the redemption of shares pursuant to the program upon ten business days&#8217; notice to its stockholders.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:4px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:54px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During any calendar year, the Company may redeem no more than </font><font style="font-family:inherit;font-size:10pt;">5%</font><font style="font-family:inherit;font-size:10pt;"> of the weighted average number of shares outstanding during the prior calendar year.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:54px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company has 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.</font></div></td></tr></table><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Pursuant to the share redemption program, and provided the redeeming stockholder has held his or her shares for at least one year, the Company will initially redeem shares submitted as an ordinary redemption at </font><font style="font-family:inherit;font-size:10pt;">95.0%</font><font style="font-family:inherit;font-size:10pt;"> of the price paid to acquire the shares from the Company. Notwithstanding the foregoing, stock dividends will initially be redeemed at the &#8220;net investment amount&#8221; per share, which will be based on the &#8220;amount available for investment/net investment amount&#8221; percentage shown in the estimated use of proceeds table in the Company&#8217;s prospectus, as supplemented, for the Public Offering. For each class of shares designated, this amount will initially equal </font><font style="font-family:inherit;font-size:10pt;">$9.40</font><font style="font-family:inherit;font-size:10pt;"> per share for redemptions of shares received as a result of a stock dividend. Once the Company has established an estimated net asset value (&#8220;NAV&#8221;) per share of its common stock, it will redeem all shares submitted in connection with an ordinary redemption at </font><font style="font-family:inherit;font-size:10pt;">95.0%</font><font style="font-family:inherit;font-size:10pt;"> of the Company&#8217;s most recent estimated NAV per share as of the applicable redemption date.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">For purposes of determining whether a redeeming stockholder has held the share submitted for redemption for at least one year, the time period begins as of the date the stockholder acquired the share; provided, that shares purchased by the redeeming stockholder pursuant to the distribution reinvestment plan or received as a stock dividend will be deemed to have been acquired on the same date as the initial share to which the distribution reinvestment plan shares or stock dividend shares relate.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company expects to establish an estimated NAV per share no later than </font><font style="font-family:inherit;font-size:10pt;">150</font><font style="font-family:inherit;font-size:10pt;"> days after the second anniversary of the date on which the Company commenced the Public Offering. Once announced, the Company expects to update the estimated NAV per share in December of each year.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In several respects the Company treats redemptions sought upon a stockholder&#8217;s death, qualifying disability or determination of incompetence differently from other redemptions:</font></div><table cellpadding="0" cellspacing="0" style="padding-bottom:4px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:54px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">there is no one-year holding requirement;</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:4px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:54px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">until the Company establishes an estimated NAV per share, which the Company expects to be no later than September 25, 2018 (as described above), the redemption price is the amount paid to acquire the shares from the Company. Notwithstanding the foregoing, stock dividends will initially be redeemed at the &#8220;net investment amount&#8221; per share, which will be based on the &#8220;amount available for investment/net investment amount&#8221; percentage shown in the estimated use of proceeds table in the Company&#8217;s prospectus, as supplemented, for the Public Offering. For each class of shares designated, this amount will initially equal </font><font style="font-family:inherit;font-size:10pt;">$9.40</font><font style="font-family:inherit;font-size:10pt;"> per share for redemptions of shares received as a result of a stock dividend; and</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:54px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">once the Company has established an estimated NAV per share, the redemption price will be the estimated NAV per share as of the redemption date.</font></div></td></tr></table><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The board may amend, suspend or terminate the share redemption program upon </font><font style="font-family:inherit;font-size:10pt;">30</font><font style="font-family:inherit;font-size:10pt;"> days&#8217; notice to stockholders, provided that the Company may increase or decrease the funding available for the redemption of shares pursuant to the share redemption program upon </font><font style="font-family:inherit;font-size:10pt;">10</font><font style="font-family:inherit;font-size:10pt;"> business days&#8217; notice.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company records amounts that are redeemable under the share redemption program as redeemable common stock in its consolidated balance sheets because the shares will be mandatorily redeemable at the option of the holder and therefore their redemption is outside the control of the Company. The maximum amount redeemable under the Company&#8217;s share redemption program is limited to the number of shares the Company could redeem with the amount of the net proceeds from the sale of shares under the distribution reinvestment plan during the prior calendar year. However, because the amounts that can be redeemed are determinable and only contingent on an event that is likely to occur (e.g., the passage of time) the Company will present the net proceeds from the current year and prior year distribution reinvestment plan, net of current year redemptions, as redeemable common stock in its consolidated balance sheets.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company will classify as liabilities financial instruments that represent a mandatory obligation of the Company to redeem shares. The Company&#8217;s redeemable common shares are contingently redeemable at the option of the holder. When the Company determines it has a mandatory obligation to repurchase shares under the share redemption program, it will reclassify such obligations from temporary equity to a liability based upon their respective settlement values.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Related Party Transactions</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Pursuant to the Advisory Agreement, the Private Offering Dealer Manager Agreement and the Public Offering Dealer Manager Agreement, the Company is or was obligated to pay the Advisor and the Dealer Manager specified fees upon the provision of certain services related to the Private Offering and the Public Offering, the investment of funds in real estate and real estate-related investments, management of the Company&#8217;s investments and for other services (including,&#160;but not limited to, the disposition of investments). The Company is or was also obligated to reimburse the Advisor and Dealer Manager for organization and offering costs incurred by the Advisor and the Dealer Manager on behalf of the Company, and the Company is obligated to reimburse the Advisor for acquisition and origination expenses and certain operating expenses incurred on behalf of the Company or incurred in connection with 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. See Note 8, &#8220;Related Party Transactions.&#8221;</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In addition, in connection with certain property acquisitions, the Company, through indirect wholly owned subsidiaries, has entered into separate property management agreements (each, a &#8220;Property Management Agreement&#8221;) with KBS Management Group, LLC (the &#8220;Co-Manager&#8221;), an affiliate of the Advisor.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company records all related party fees as incurred, subject to any limitations described in the respective agreements. The Company had not incurred any disposition fees, subordinated participation in net cash flows or subordinated incentive fees payable to the Advisor through June 30, 2016. </font></div><div style="line-height:120%;padding-bottom:4px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Selling Commissions and Dealer Manager Fees</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In the Private Offering, the Company paid the Dealer Manager up to </font><font style="font-family:inherit;font-size:10pt;">6.5%</font><font style="font-family:inherit;font-size:10pt;"> of the price per share of Class A common stock sold in the primary portion of the Private Offering as a selling commission. The Dealer Manager reallowed </font><font style="font-family:inherit;font-size:10pt;">100%</font><font style="font-family:inherit;font-size:10pt;"> of selling commissions earned to participating broker-dealers. No sales commissions were paid on shares sold through the distribution reinvestment plan.&#160; In the Private Offering, the Company paid the Dealer Manager up to </font><font style="font-family:inherit;font-size:10pt;">2.0%</font><font style="font-family:inherit;font-size:10pt;"> of the price per share of Class A common stock sold in the primary portion of the Private Offering as a dealer manager fee. No dealer manager fee was payable on shares sold under the distribution reinvestment plan. From its dealer manager fee, the Dealer Manager could reallow to any participating broker-dealer up to </font><font style="font-family:inherit;font-size:10pt;">1.0%</font><font style="font-family:inherit;font-size:10pt;"> of the price per share of Class A common stock sold in the Private Offering attributable to that participating broker-dealer as a marketing fee and in special cases the dealer manager could increase the reallowance. </font></div><div style="line-height:120%;padding-bottom:8px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In the Public Offering, the Company pays selling commissions to the Dealer Manager in amounts up to </font><font style="font-family:inherit;font-size:10pt;">6.5%</font><font style="font-family:inherit;font-size:10pt;"> of the price per share of Class A common stock sold in the primary portion of the Public Offering and up to </font><font style="font-family:inherit;font-size:10pt;">3.0%</font><font style="font-family:inherit;font-size:10pt;"> of the price per share of Class T common stock sold in the primary portion of the Public Offering. Additionally, in the Public Offering, the Company pays dealer manager fees to the Dealer Manager in an amount up to </font><font style="font-family:inherit;font-size:10pt;">2.0%</font><font style="font-family:inherit;font-size:10pt;"> of the price per share of Class A and Class T common stock sold in the primary portion of the Public Offering. The Dealer Manager reallows all selling commissions to participating broker dealers and may generally reallow (from its dealer manager fee) to any participating broker dealer up to </font><font style="font-family:inherit;font-size:10pt;">1.0%</font><font style="font-family:inherit;font-size:10pt;"> of the gross proceeds from the primary portion of the Public Offering attributable to that participating broker dealer as a marketing fee and in select cases up to </font><font style="font-family:inherit;font-size:10pt;">1.5%</font><font style="font-family:inherit;font-size:10pt;"> of the gross proceeds from the primary portion of the Public Offering may be reallowed. No selling commissions or dealer manager fees are payable on shares of common stock sold under the distribution reinvestment plan.</font></div><div style="line-height:120%;padding-bottom:4px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Organization and Offering Costs</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Organization and offering costs of the Company (other than selling commissions, dealer manager fees and the stockholder servicing fee) may be paid by the Advisor, the Dealer Manager or their affiliates on behalf of the Company or may be paid directly by the Company. Offering costs include all expenses incurred in connection with the Private Offering and the Public Offering. Organization costs include all expenses incurred in connection with the formation of the Company, including but not limited to legal fees and other costs to incorporate the Company.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the Private Offering, there was no limit on the amount of organization and offering costs the Company could incur and the Company was obligated to reimburse the Advisor, the Dealer Manager or their affiliates, as applicable, for organization and offering costs (excluding wholesaling compensation expenses) paid by them on behalf of the Company. During the Public Offering, pursuant to the Advisory Agreement and the Public Offering Dealer Management Agreement, the Company is obligated to reimburse the Advisor, the Dealer Manager or their affiliates, as applicable, for organization and offering costs related to the Public Offering (excluding wholesaling compensation expenses) paid by them on behalf of the Company provided such reimbursement would not cause the total organization and offering costs borne by the Company related to the Public Offering (including selling commissions, dealer manager fees, the stockholder servicing fee and all other items of organization and offering expenses) to exceed </font><font style="font-family:inherit;font-size:10pt;">15%</font><font style="font-family:inherit;font-size:10pt;"> of gross offering proceeds raised in the Public Offering as of the date of reimbursement. The Company reimburses the Dealer Manager for underwriting compensation in connection with the Private Offering; however, the Company may also pay all of these costs directly as discussed in the private placement memorandum for the Private Offering. The Company also expects to reimburse the Dealer Manager for underwriting compensation in connection with the Public Offering as discussed in the prospectus for the Public Offering. The Company also pays directly or reimburses, and expects to pay directly or reimburse, the Dealer Manager for due diligence expenses of broker dealers in connection with the Private Offering and the Public Offering, respectively. In addition, the Advisor is obligated to reimburse the Company to the extent organization and offering costs (excluding selling commissions, the dealer manager fee and stockholder servicing fee) borne by the Company and incurred in connection with the Primary Offering exceed </font><font style="font-family:inherit;font-size:10pt;">1%</font><font style="font-family:inherit;font-size:10pt;"> of gross proceeds raised in the Primary Offering as of the termination of the Primary Offering.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">, the Company had not incurred any organization and offering costs related to the Public Offering and all such costs had been funded by the Advisor or the Dealer Manager. As a result, these organization and offering costs related to the Public Offering are not recorded in the financial statements of the Company as of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;"> because such costs are only a liability of the Company to the extent organization and offering costs incurred by the Company in connection with the Public Offering do not exceed </font><font style="font-family:inherit;font-size:10pt;">15%</font><font style="font-family:inherit;font-size:10pt;"> of the gross proceeds raised in the Public Offering. Organization and offering costs related to the Private Offering were not a liability to the Company until the Company satisfied the minimum offering amount in the Private Offering. Because the Company broke escrow in the Private Offering on August 12, 2015, organization and offering costs related to the Private Offering are recorded in the financial statements of the Company as of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">. Organization costs are expensed as incurred and offering costs are deferred and charged to stockholder&#8217;s equity as such amounts are reimbursed to the Advisor, the Dealer Manager or their affiliates from the gross proceeds of the applicable offering. </font></div><div style="line-height:120%;padding-bottom:4px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Acquisition and Origination Fees</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company pays the Advisor </font><font style="font-family:inherit;font-size:10pt;">2.0%</font><font style="font-family:inherit;font-size:10pt;"> of the cost of investments acquired or originated by the Company, or the amount to be funded to acquire or originate loans, including acquisition and origination expenses and any debt attributable to such investments, plus significant capital expenditures budgeted as of the date of acquisition related to the development, construction or improvement of a real estate property. Acquisition fees calculated based on capital expenditures budgeted as of the date of acquisition are paid at the time funds are disbursed pursuant to a final approved budget upon receipt of an invoice by the Company.</font></div><div style="line-height:120%;padding-bottom:4px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Acquisition and Origination Expenses</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> The Company reimburses the Advisor for customary acquisition and origination expenses (including expenses relating to potential investments that the Company does not close), such as legal fees and expenses (including fees of independent contractor in-house counsel that are not employees of the Advisor), costs of due diligence (including, as necessary, updated appraisals, surveys and environmental site assessments), travel and communications expenses, accounting fees and expenses and other closing costs and miscellaneous expenses relating to the acquisition or origination of real estate properties and real estate-related investments. </font></div><div style="line-height:120%;padding-bottom:4px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Stockholder Servicing Fee</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Pursuant to the Public Offering Dealer Manager Agreement, the Company pays the Dealer Manager an annual stockholder servicing fee of </font><font style="font-family:inherit;font-size:10pt;">1.0%</font><font style="font-family:inherit;font-size:10pt;"> of the purchase price per share (ignoring any discounts that may be available to certain categories of purchasers) of Class T common stock sold in the Primary Offering solely to the extent there is a broker dealer of record with respect to such Class T share that has entered a currently effective selected dealer agreement or servicing agreement that provides for the payment to such broker dealer of the stockholder servicing fee with respect to such Class T share, and such broker dealer of record is in compliance with the applicable terms of such selected dealer agreement or servicing agreement related to such payment. To the extent payable, the stockholder servicing fee will accrue daily and be paid monthly in arrears, and the Dealer Manager will reallow </font><font style="font-family:inherit;font-size:10pt;">100%</font><font style="font-family:inherit;font-size:10pt;"> of the stockholder servicing fee to such broker dealer of record for services provided to Class T stockholders after the initial sale of the Class T share. In addition, no stockholder servicing fee will be paid with respect to Class T shares purchased through the distribution reinvestment plan or issued pursuant to a stock dividend.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The stockholder servicing fee with respect to a Class T share will cease accruing upon the earlier of any of the following events (i) the date at which aggregate underwriting compensation from all sources equals </font><font style="font-family:inherit;font-size:10pt;">10%</font><font style="font-family:inherit;font-size:10pt;"> of the gross proceeds from the Primary Offering in which the Class T share was sold, as calculated by the Company with the assistance of the Dealer Manager after the termination of the Primary Offering in which the Class T share was sold, (ii) with respect to a particular Class T share, on the fourth anniversary of the issuance of the share, (iii) a listing of the Company&#8217;s common stock on a national securities exchange, (iv) a merger or other extraordinary transaction, and (v) the date the Class T share associated with the stockholder servicing fee is no longer outstanding such as upon its redemption or the Company&#8217;s dissolution.</font></div><div style="line-height:120%;padding-bottom:4px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Asset Management Fee</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company pays the Advisor a monthly fee equal to one-twelfth of </font><font style="font-family:inherit;font-size:10pt;">1.6%</font><font style="font-family:inherit;font-size:10pt;"> of the cost of its investments, less any debt secured by or attributable to the investments. The cost of the real property investments is calculated as the amount paid or allocated to acquire the real property, plus the budgeted capital improvement costs for the development, construction or improvements to the property once such funds are disbursed pursuant to a final approved budget and fees and expenses related to the acquisition, but excluding acquisition fees paid or payable to the Advisor. The cost of the Company&#8217;s real estate-related investments and any investments other than real property will be calculated as the lesser of: (x) the amount paid or allocated to acquire or fund the investment, including fees and expenses related to the acquisition or origination (but excluding acquisition or origination fees paid or payable to the Advisor), and (y) the outstanding principal amount of such investment, including fees and expenses related to the acquisition or funding of such investment (but excluding acquisition or origination fees paid or payable to the Advisor). In the case of investments made through joint ventures, the asset management fee will be determined based on the Company&#8217;s proportionate share of the underlying investment.</font></div><div style="line-height:120%;padding-bottom:4px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Property Management Fee</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company pays the Co-Manager a monthly fee equal to a percentage of the rent (to be determined on a property by property basis, consistent with current market rates), payable and actually collected for the month, from certain property acquisitions for which the Company has entered a Property Management Agreement with the Co-Manager. See Note 8, &#8220;Related-Party Transactions &#8212; Real Estate Property Co-Management Agreement.&#8221;</font></div><div style="line-height:120%;padding-bottom:4px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Disposition Fee</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">For substantial assistance in connection with the sale of the Company&#8217;s assets, which includes the sale of a single asset or the sale of all or a portion of the Company&#8217;s assets through a portfolio sale, merger or business combination transaction, the Company will pay the Advisor or its affiliates a percentage of the contract sales price of the assets sold (including residential or commercial mortgage-backed securities issued by a subsidiary of the Company as part of a securitization transaction). For dispositions with a contract sales price less than or equal to </font><font style="font-family:inherit;font-size:10pt;">$1.5 billion</font><font style="font-family:inherit;font-size:10pt;">, the disposition fee will equal </font><font style="font-family:inherit;font-size:10pt;">1.5%</font><font style="font-family:inherit;font-size:10pt;"> of the contract sales price. For dispositions with a contract sales price greater than </font><font style="font-family:inherit;font-size:10pt;">$1.5 billion</font><font style="font-family:inherit;font-size:10pt;">, the disposition fee will equal </font><font style="font-family:inherit;font-size:10pt;">1.5%</font><font style="font-family:inherit;font-size:10pt;"> of the first </font><font style="font-family:inherit;font-size:10pt;">$1.5 billion</font><font style="font-family:inherit;font-size:10pt;"> of the contract sales price, plus </font><font style="font-family:inherit;font-size:10pt;">1.1%</font><font style="font-family:inherit;font-size:10pt;"> of the amount of the contract sales price in excess of </font><font style="font-family:inherit;font-size:10pt;">$1.5 billion</font><font style="font-family:inherit;font-size:10pt;">. The disposition fee is determined on a per transaction basis and is not cumulative. The Company will not pay a disposition fee upon the maturity, prepayment or workout of a loan or other debt-related investment, provided that (i) if the Company negotiates a discounted payoff with the borrower, the Company will pay a disposition fee and (ii) if the Company takes ownership of a property as a result of a workout or foreclosure of a loan, the Company will pay a disposition fee upon the sale of such property. </font></div><div style="line-height:120%;padding-bottom:4px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Subordinated&#160;Participation in&#160;Net Cash Flows</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">After the Company&#8217;s common stockholders have received, together as a collective group, aggregate distributions (including distributions funded from any source and those that may constitute a return of capital for federal income tax purposes) sufficient to provide (i) a return of their gross investment amount, which is the amount calculated by multiplying the total number of shares purchased by stockholders by the issue price, reduced by the total number of shares repurchased by the Company (excluding shares received as a stock divided which we subsequently repurchased) multiplied by the weighted average issue price of the shares sold in a primary offering, and (ii) a </font><font style="font-family:inherit;font-size:10pt;">6%</font><font style="font-family:inherit;font-size:10pt;"> per year cumulative, noncompounded return on such gross investment amount, the Advisor is entitled to receive </font><font style="font-family:inherit;font-size:10pt;">15%</font><font style="font-family:inherit;font-size:10pt;"> of the Company&#8217;s net cash flows, whether from continuing operations, net sales proceeds, net financing proceeds, or otherwise. Net sales proceeds means the net cash proceeds realized by the Company after deduction of all expenses incurred (i) in connection with a disposition of the Company&#8217;s assets, or (ii) from the prepayment, maturity, workout or other settlement of any loan or other investment. Net financing proceeds means the net cash proceeds realized from the financing of the Company&#8217;s assets or refinancing of the Company&#8217;s debt. The </font><font style="font-family:inherit;font-size:10pt;">6%</font><font style="font-family:inherit;font-size:10pt;"> per year cumulative, noncompounded return on gross investment amount is calculated on a daily basis. In making this calculation, gross investment amount is determined for each day during the period for which the </font><font style="font-family:inherit;font-size:10pt;">6%</font><font style="font-family:inherit;font-size:10pt;"> per year cumulative, noncompounded return is being calculated, including a daily adjustment to reflect shares repurchased by the Company (excluding shares received as a stock divided which we subsequently repurchased), and gross investment amount is reduced by the following: (i) distributions from net sales proceeds, (ii) distributions paid from operating cash flow in excess of a cumulative, noncompounded, annual return of </font><font style="font-family:inherit;font-size:10pt;">6%</font><font style="font-family:inherit;font-size:10pt;">, and (iii) distributions from net financing proceeds, except to the extent such distributions would be required to supplement prior distributions paid in order to achieve a cumulative, noncompounded, annual return of </font><font style="font-family:inherit;font-size:10pt;">6%</font><font style="font-family:inherit;font-size:10pt;">. Gross investment amount is only reduced as described above; it is not reduced simply because a distribution constitutes a return of capital for federal income tax purposes.</font></div><div style="line-height:120%;padding-bottom:4px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Subordinated Incentive Fee</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Upon a merger or listing of the Company&#8217;s common stock on a national securities exchange, the Company will pay the Advisor an incentive fee. Upon a listing this fee will equal </font><font style="font-family:inherit;font-size:10pt;">15%</font><font style="font-family:inherit;font-size:10pt;"> of the amount by which (i) the market value of the outstanding stock plus the total of all distributions paid by the Company to stockholders from inception until the date market value is determined (including distributions funded from any source and those that may constitute a return of capital for federal income tax purposes and excluding any stock dividends) exceeds (ii) the sum of the stockholders&#8217; gross investment amount, which is the amount calculated by multiplying the total number of shares purchased by stockholders by the issue price, reduced by the total number of shares repurchased by the Company (excluding shares received as a stock divided which we subsequently repurchased) multiplied by the weighted average issue price of the shares sold in a primary offering, and the amount of cash flow necessary to generate a </font><font style="font-family:inherit;font-size:10pt;">6%</font><font style="font-family:inherit;font-size:10pt;"> per year cumulative, noncompounded return on stockholders&#8217; gross investment amount from inception of the Company through the date the market value is determined.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Upon a merger this fee will equal </font><font style="font-family:inherit;font-size:10pt;">15%</font><font style="font-family:inherit;font-size:10pt;"> of the amount by which (i) the merger consideration amount plus the total of all distributions paid or declared by the Company to stockholders from inception until the closing of the merger (including distributions funded from any source and those that may constitute a return of capital for federal income tax purposes and excluding any stock dividends) exceeds (ii) the sum of the stockholders&#8217; gross investment amount, which is the amount calculated by multiplying the total number of shares purchased by stockholders by the issue price, reduced by the total number of shares repurchased by the Company (excluding shares received as a stock divided which we subsequently repurchased) multiplied by the weighted average issue price of the shares sold in a primary offering, and the amount necessary to generate a </font><font style="font-family:inherit;font-size:10pt;">6%</font><font style="font-family:inherit;font-size:10pt;"> per year cumulative, noncompounded return on stockholders&#8217; gross investment amount from the Company&#8217;s inception through the closing of the merger.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The </font><font style="font-family:inherit;font-size:10pt;">6.0%</font><font style="font-family:inherit;font-size:10pt;"> per year cumulative, noncompounded return on gross investment amount is calculated on a daily basis. In making this calculation, gross investment amount is determined for each day during the period for which the </font><font style="font-family:inherit;font-size:10pt;">6.0%</font><font style="font-family:inherit;font-size:10pt;"> per year cumulative, noncompounded return is being calculated, including a daily adjustment to reflect shares repurchased by the Company (excluding shares received as a stock dividend which the Company subsequently repurchased). In addition, gross investment amount is reduced by the following: (i) distributions from net sales proceeds, (ii) distributions paid from operating cash flow in excess of a cumulative, noncompounded, annual return of </font><font style="font-family:inherit;font-size:10pt;">6.0%</font><font style="font-family:inherit;font-size:10pt;">, and (iii) distributions from net financing proceeds, except to the extent such distributions would be required to supplement prior distributions paid in order to achieve a cumulative, noncompounded, annual return of </font><font style="font-family:inherit;font-size:10pt;">6.0%</font><font style="font-family:inherit;font-size:10pt;">. Gross investment amount is only reduced as described above; it is not reduced simply because a distribution constitutes a return of capital for federal income tax purposes.</font></div><div style="line-height:120%;padding-bottom:4px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Advance from the Advisor</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Advisor agreed to advance funds to the Company for distribution record dates through the period ended May 31, 2016 and, to the extent and in the amount requested by the Company, to advance funds to the Company equal to an amount up to the cumulative amount of cash distributions declared by the Company for distribution record dates for the period from June 1, 2016 to June 30, 2016. The Company is only obligated to repay the Advisor for its advance if and to the extent that:</font></div><table cellpadding="0" cellspacing="0" style="padding-bottom:4px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">(i) </font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">the Company&#8217;s modified funds from operations (&#8220;MFFO&#8221;), as such term is defined by the Investment Program Association and interpreted by the Company, for the immediately preceding month exceeds the amount of cash distributions declared for record dates of such prior month (an &#8220;MFFO Surplus&#8221;), and the Company will pay the Advisor the amount of the MFFO Surplus to reduce the principal amount outstanding under the advance, provided that such payments shall only be made if management in its sole discretion expects an MFFO Surplus to be recurring for at least the next two calendar quarters, determined on a quarterly basis; or</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">(ii) </font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Excess proceeds from third-party financings are available (&#8220;Excess Proceeds&#8221;), provided that the amount of any such Excess Proceeds that may be used to repay the principal amount outstanding under the advance shall be determined by the conflicts committee in its sole discretion.</font></div></td></tr></table><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">No interest accrues on the advance made by the Advisor.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In determining whether Excess Proceeds are available to repay the advance, the Company&#8217;s conflicts committee will consider whether cash on hand could have been used to reduce the amount of third-party financing provided to us. If such cash could have been used instead of third-party financing, the third-party financing proceeds will be available to repay the advance.</font></div><div style="line-height:120%;padding-bottom:4px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Reimbursement&#160;of Operating Expenses</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company may reimburse the expenses incurred by the Advisor or its affiliates in connection with their provision of services to the Company, including the Company&#8217;s allocable share of the Advisor&#8217;s overhead, such as rent, employee costs, utilities and cybersecurity costs. The Advisor may seek reimbursement for employee costs under the Advisory Agreement. At this time, the Company anticipates it will only reimburse the Advisor for its allocable portion of the salaries, benefits and overhead of internal audit department personnel providing services to the Company. In the future, if the Advisor seeks reimbursement for additional employee costs, such costs may include the Company&#8217;s proportionate share of the salaries of persons involved in the preparation of documents to meet SEC reporting requirements. The Company will not reimburse the Advisor or its affiliates for employee costs in connection with services for which the Advisor or its affiliates receive acquisition or origination fees 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&#8217;s executive officers. </font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company reimburses the Dealer Manager for certain fees and expenses it incurs for administering the Company&#8217;s participation in the DTCC Alternative Investment Product Platform, or the AIP Platform, with respect to certain accounts of the Company&#8217;s investors serviced through the AIP Platform.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company has entered, together with KBS Real Estate Investment Trust, Inc., KBS Real Estate Investment Trust II, Inc., KBS Strategic Opportunity REIT, Inc., KBS Legacy Partners Apartment REIT, Inc., KBS Real Estate Investment Trust III, Inc., KBS Strategic Opportunity REIT II, Inc., the Dealer Manager, the Advisor and other KBS affiliated entities, 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&#8217;s and the Dealer Manager&#8217;s portion of the shared lower tiers&#8217; cost is proportionate to the respective entities&#8217; prior cost for the errors and omissions insurance.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Income Taxes</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company intends to elect to be taxed as a REIT under the Internal Revenue Code of 1986, as amended and intends to operate as such beginning with its taxable year ended December 31, 2015. 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&#8217;s annual REIT taxable income to its 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 to the extent it distributes qualifying 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&#8217;s net income and net cash available for distribution to stockholders. However, the Company intends to organize and operate in such a manner as to qualify for treatment as a REIT.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Per Share Data</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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 for the period from January 27, 2015 to </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">. For the purpose of determining the weighted average number of shares outstanding, stock dividends issued during the period presented and subsequent to June 30, 2016 but before the issuance of the consolidated financial statements are adjusted retroactively and treated as if they were issued and outstanding for all periods presented.&#160; </font></div><div style="line-height:120%;padding-bottom:16px;text-align:left;padding-left:0px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company has declared and issued the following stock dividends on shares of the Company&#8217;s common stock through the filing date of this report:</font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td style="width:20%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:19%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:19%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:19%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:19%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Declaration Date</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Record Date</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Issue Date</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Amount Declared per </font></div><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Share Outstanding</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Total Shares Issued</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">September 14, 2015</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">September 30, 2015</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">October 1, 2015</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">0.00082192 shares</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">556</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">September 14, 2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">October 31, 2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">November 2, 2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">0.00084932 shares</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">620</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">October 26, 2015</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">November 30, 2015</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">December 1, 2015</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">0.00082192 shares</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">1,484</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">November 30, 2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">December 31, 2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">January 4, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">0.00084932 shares</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">1,883</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">November 30, 2015</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">January 31, 2016</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">February 1, 2016</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">0.00084932 shares</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">2,381</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">January 26, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">February 29, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">March 1, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">0.00076712 shares</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">2,710</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">January 26, 2016</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">March 31, 2016</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">April 1, 2016</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">0.00084932 shares</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">5,424</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">March 16, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">April 30, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">May 3, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">0.00082192 shares</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">6,355</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">March 16, 2016</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">May 31, 2016</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">June 1, 2016</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">0.00084932 shares</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">7,308</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">May 11, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">June 30, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">July 1, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">0.00082192 shares</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">7,101</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">May 11, 2016</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">July 31, 2016</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">August 2, 2016</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">0.00084932 shares</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">7,373</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the three and six months ended June 30, 2016, aggregate cash distributions declared per share of Class A common stock were </font><font style="font-family:inherit;font-size:10pt;">$0.12465726</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$0.24794466</font><font style="font-family:inherit;font-size:10pt;"> per share of Class A common stock, assuming the share was issued and outstanding each date that was a record date for distributions during the period. No shares of Class T common stock were issued and outstanding as of June 30, 2016. The Company declared cash distributions in the amount of </font><font style="font-family:inherit;font-size:10pt;">$0.00136986</font><font style="font-family:inherit;font-size:10pt;"> per share per day based on daily record dates for the period from January 1, 2016 through February 28, 2016 and March 1, 2016 through March 31, 2016. The Company declared cash distributions on the outstanding shares of all classes of common stock based on daily record dates for the period from April 1, 2016 through June 30, 2016. Distributions for this period were calculated based on stockholders of record each day during this period at a rate of (i) </font><font style="font-family:inherit;font-size:10pt;">$0.00136986</font><font style="font-family:inherit;font-size:10pt;"> per share per day, less (ii) the applicable daily class-specific stockholder servicing fees accrued for and allocable to any class of common stock, divided by the number of shares of common stock of such class outstanding as of the close of business on each respective record date.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company did not declare any cash distributions or stock dividends during the period from January 27, 2015 to June 30, 2015.</font></div><div style="line-height:120%;padding-bottom:8px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Square Footage, Occupancy and Other Measures</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:28px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;Any references to square footage, occupancy or annualized base rent are unaudited and outside the scope of the Company&#8217;s independent registered public accounting firm&#8217;s review of the Company&#8217;s financial statements in accordance with the standards of the United States Public Company Accounting Oversight Board.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-bottom:8px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Recently Issued Accounting Standards Update</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In May 2014, the FASB issued ASU No. 2014-09, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Revenue from Contracts with Customers (Topic 606)</font><font style="font-family:inherit;font-size:10pt;"> (&#8220;ASU No. 2014-09&#8221;). 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.&#160; ASU No. 2014-09 supersedes the revenue requirements in </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Revenue Recognition (Topic 605)</font><font style="font-family:inherit;font-size:10pt;"> and most industry-specific guidance throughout the Industry Topics of the Codification.&#160; ASU No. 2014-09 does not apply to lease contracts within the scope of</font><font style="font-family:inherit;font-size:10pt;font-style:italic;"> Leases (Topic 840). </font><font style="font-family:inherit;font-size:10pt;">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.&#160; In August 2015, the FASB issued ASU No. 2015-14, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date </font><font style="font-family:inherit;font-size:10pt;">(&#8220;ASU No. 2015-14&#8221;), 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.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In August 2014, the FASB issued ASU No. 2014-15, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Presentation of Financial Statements (Subtopic 205-40)</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Disclosure of Uncertainties about an Entity&#8217;s Ability to Continue as a Going Concern </font><font style="font-family:inherit;font-size:10pt;">(&#8220;ASU No. 2014-15&#8221;). 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&#8217;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.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In January 2016, the FASB issued ASU No. 2016-01, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities </font><font style="font-family:inherit;font-size:10pt;">(&#8220;ASU No. 2016-01&#8221;).&#160; The amendments in ASU No. 2016-01 address certain aspects of recognition, measurement, presentation and disclosure of financial instruments.&#160; ASU No. 2016-01 primarily affects accounting for equity investments and financial liabilities where the fair value option has been elected.&#160; 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.&#160; ASU No. 2016-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years.&#160; Early application is permitted for financial statements that have not been previously issued.&#160; The Company does not expect the adoption of ASU No. 2016-01 to have a significant impact on its financial statements.</font></div><div style="line-height:120%;padding-bottom:16px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In February 2016, the FASB issued ASU No. 2016-02, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Leases (Topic 842)</font><font style="font-family:inherit;font-size:10pt;"> (&#8220;ASU No. 2016-02&#8221;). The amendments in ASU No. 2016-02 change 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.</font></div><div style="line-height:120%;padding-bottom:16px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In June 2016, the FASB issued ASU No. 2016-13, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Financial Instruments - Credit Losses (Topic 326) </font><font style="font-family:inherit;font-size:10pt;">(&#8220;ASU No. 2016-13&#8221;).&#160; ASU No. 2016-13 affects entities holding financial assets and net investments in leases that are not accounted for at fair value through net income.&#160; The amendments in ASU No. 2016-13 require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. &#160;The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset.&#160; ASU No. 2016-13 also amends the impairment model for available-for-sale securities.&#160; An entity will recognize an allowance for credit losses on available-for-sale debt securities as a contra-account to the amortized cost basis rather than as a direct reduction of the amortized cost basis of the investment, as is currently required.&#160;&#160;ASU No. 2016-13 also requires new disclosures.&#160; For financial assets measured at amortized cost, an entity will be required to disclose information about how it developed its allowance for credit losses, including changes in the factors that influenced management&#8217;s estimate of expected credit losses and the reasons for those changes.&#160; For financing receivables and net investments in leases measured at amortized cost, an entity will be required to further disaggregate the information it currently discloses about the credit quality of these assets by year of the asset&#8217;s origination for as many as five annual periods. For available for sale securities, an entity will be required to provide a roll-forward of the allowance for credit losses and an aging analysis for securities that are past due.&#160; ASU No. 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years.&#160; Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.&#160; The Company is still evaluating the impact of adopting ASU No. 2016-13 on its financial statements, but does not expect the adoption of ASU No. 2016-13 to have a material impact on its financial statements.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following unaudited pro forma information for the three and six months ended June&#160;30, 2016 and 2015 has been prepared to give effect to the acquisition of the Commonwealth Building as if this acquisition occurred on January&#160;27,&#160;2015. This pro forma information does not purport to represent what the actual results of operations of the Company would have been had the acquisitions occurred on this date, nor does it purport to predict the results of operations for future periods. </font></div><div style="line-height:120%;padding-bottom:16px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="17" rowspan="1"></td></tr><tr><td style="width:49%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:12%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Three Months Ended June 30,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Six Months Ended June 30, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Period from January 27, 2015 to</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">June 30, 2015</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Revenues</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">2,221,893</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">1,450,284</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">4,357,608</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">2,899,072</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Depreciation and amortization</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">960,784</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">601,650</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">1,916,518</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">1,197,920</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Net loss</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(355,912</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(96,333</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(702,193</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(187,456</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">)</font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company records the acquisition of income-producing real estate 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.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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&#8217;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.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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&#8217;s acquired tangible assets, identifiable intangibles and assumed liabilities, which would impact the amount of the Company&#8217;s net income.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents may include cash and short-term investments. Cash and cash equivalents are stated at cost, which approximates fair value. The Company&#8217;s cash and cash equivalents balance may exceed federally insurable limits. The Company intends to mitigate this risk by depositing funds with a major financial institution; however, these cash balances could be impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets. There were no restrictions on the use of the Company&#8217;s cash and cash equivalents as of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2015</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">COMMITMENTS AND CONTINGENCIES</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Economic Dependency</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company depends on the Advisor and the Dealer Manager for certain services that are essential to the Company, including the sale of the Company&#8217;s shares of common stock; the identification, evaluation, negotiation, origination, acquisition and disposition of investments; management of the daily operations of the Company&#8217;s investment portfolio; and other general and administrative responsibilities. In the event that these companies are unable to provide the respective services, the Company will be required to obtain such services from other sources.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Environmental</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As an owner of real estate, the Company is subject to various environmental laws of federal, state and local governments. Although there can be no assurance, the Company is not aware of any environmental liability that could have a material adverse effect on its financial condition or results of operations. However, changes in applicable environmental laws and regulations, the uses and conditions of properties in the vicinity of the Company&#8217;s property, the activities of its tenants and other environmental conditions of which the Company is unaware with respect to the property could result in future environmental liabilities.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Legal Matters</font></div><div style="line-height:120%;padding-bottom:16px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">From time to time, the Company may become 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&#8217;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.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The consolidated financial statements include the accounts of the Company, REIT Holdings, the Operating Partnership, and their direct and indirect wholly owned subsidiaries.&#160; All significant intercompany balances and transactions are eliminated in consolidation.&#160; </font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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&#8217;s lease term or expected useful life. The Company anticipates the estimated useful lives of its assets by class to be generally as follows:</font></div><div style="line-height:120%;padding-bottom:16px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:94.73684210526315%;border-collapse:collapse;text-align:left;"><tr><td colspan="2" rowspan="1"></td></tr><tr><td style="width:47%;" rowspan="1" colspan="1"></td><td style="width:53%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">Buildings</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">25 - 40 years</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">Building improvements</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">10 - 25 years</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">Tenant improvements</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">Shorter of lease term or expected useful life</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">Tenant origination and absorption costs</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">Remaining term of related leases, including<br clear="none"/>below-market renewal periods</font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:16px;text-align:left;padding-left:0px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company has declared and issued the following stock dividends on shares of the Company&#8217;s common stock through the filing date of this report:</font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td style="width:20%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:19%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:19%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:19%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:19%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Declaration Date</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Record Date</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Issue Date</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Amount Declared per </font></div><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Share Outstanding</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Total Shares Issued</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">September 14, 2015</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">September 30, 2015</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">October 1, 2015</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">0.00082192 shares</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">556</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">September 14, 2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">October 31, 2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">November 2, 2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">0.00084932 shares</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">620</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">October 26, 2015</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">November 30, 2015</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">December 1, 2015</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">0.00082192 shares</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">1,484</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">November 30, 2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">December 31, 2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">January 4, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">0.00084932 shares</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">1,883</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">November 30, 2015</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">January 31, 2016</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">February 1, 2016</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">0.00084932 shares</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">2,381</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">January 26, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">February 29, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">March 1, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">0.00076712 shares</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">2,710</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">January 26, 2016</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">March 31, 2016</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">April 1, 2016</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">0.00084932 shares</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">5,424</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">March 16, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">April 30, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">May 3, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">0.00082192 shares</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">6,355</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">March 16, 2016</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">May 31, 2016</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">June 1, 2016</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">0.00084932 shares</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">7,308</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">May 11, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">June 30, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">July 1, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">0.00082192 shares</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">7,101</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">May 11, 2016</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">July 31, 2016</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">August 2, 2016</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">0.00084932 shares</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">7,373</font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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 for the period from January 27, 2015 to </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">. For the purpose of determining the weighted average number of shares outstanding, stock dividends issued during the period presented and subsequent to June 30, 2016 but before the issuance of the consolidated financial statements are adjusted retroactively and treated as if they were issued and outstanding for all periods presented.&#160; </font></div></div><div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the three and six months ended June 30, 2016, aggregate cash distributions declared per share of Class A common stock were </font><font style="font-family:inherit;font-size:10pt;">$0.12465726</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$0.24794466</font><font style="font-family:inherit;font-size:10pt;"> per share of Class A common stock, assuming the share was issued and outstanding each date that was a record date for distributions during the period. No shares of Class T common stock were issued and outstanding as of June 30, 2016. The Company declared cash distributions in the amount of </font><font style="font-family:inherit;font-size:10pt;">$0.00136986</font><font style="font-family:inherit;font-size:10pt;"> per share per day based on daily record dates for the period from January 1, 2016 through February 28, 2016 and March 1, 2016 through March 31, 2016. The Company declared cash distributions on the outstanding shares of all classes of common stock based on daily record dates for the period from April 1, 2016 through June 30, 2016. Distributions for this period were calculated based on stockholders of record each day during this period at a rate of (i) </font><font style="font-family:inherit;font-size:10pt;">$0.00136986</font><font style="font-family:inherit;font-size:10pt;"> per share per day, less (ii) the applicable daily class-specific stockholder servicing fees accrued for and allocable to any class of common stock, divided by the number of shares of common stock of such class outstanding as of the close of business on each respective record date.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company did not declare any cash distributions or stock dividends during the period from January 27, 2015 to June 30, 2015.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following were the face value, carrying amount and fair value of the Company&#8217;s notes payable as of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2015</font><font style="font-family:inherit;font-size:10pt;">:</font></div><div style="line-height:120%;padding-bottom:16px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:98.44054580896686%;border-collapse:collapse;text-align:left;"><tr><td colspan="25" rowspan="1"></td></tr><tr><td style="width:28%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">June&#160;30, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2015</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Face Value</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Carrying Amount</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Fair Value</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Face Value</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Carrying Amount</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Fair Value</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Financial liabilities:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Notes payable</font><font style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">&#160;</sup></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">52,246,790</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">51,377,137</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">52,157,850</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">16,346,040</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">16,056,981</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">16,556,729</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">FAIR VALUE DISCLOSURES</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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 non-financial and financial assets at fair value on a non-recurring basis (e.g., carrying value of impaired real estate loans receivable and long-lived assets). Fair value, as defined under GAAP, is 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:</font></div><table cellpadding="0" cellspacing="0" style="padding-bottom:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:54px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Level 1: unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:54px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:54px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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.</font></div></td></tr></table><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The fair value for certain financial instruments is derived using 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&#8217;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 financial instrument for which it is practicable to estimate the fair value:</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Cash and cash equivalents, restricted cash, and accounts payable and accrued liabilities:</font><font style="font-family:inherit;font-size:10pt;"> These balances approximate their fair values due to the short maturities of these items.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Notes payable:</font><font style="font-family:inherit;font-size:10pt;"> The fair value of the Company&#8217;s notes payable is estimated using a discounted cash flow analysis based on management&#8217;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.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following were the face value, carrying amount and fair value of the Company&#8217;s notes payable as of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2015</font><font style="font-family:inherit;font-size:10pt;">:</font></div><div style="line-height:120%;padding-bottom:16px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:98.44054580896686%;border-collapse:collapse;text-align:left;"><tr><td colspan="25" rowspan="1"></td></tr><tr><td style="width:28%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">June&#160;30, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2015</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Face Value</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Carrying Amount</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Fair Value</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Face Value</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Carrying Amount</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Fair Value</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Financial liabilities:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Notes payable</font><font style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">&#160;</sup></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">52,246,790</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">51,377,137</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">52,157,850</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">16,346,040</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">16,056,981</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">16,556,729</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-bottom:16px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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. The actual value could be materially different from the Company&#8217;s estimate of value.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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 non-financial and financial assets 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:</font></div><table cellpadding="0" cellspacing="0" style="padding-bottom:4px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:54px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Level 1: unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities; </font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:4px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:54px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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 </font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:54px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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. </font></div></td></tr></table><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">When available, the Company utilizes quoted market prices from independent third-party sources to determine fair value and classifies such items in Level&#160;1 or Level&#160;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)&#160;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)&#160;another valuation technique that is consistent with the principles of fair value measurement, such as the income approach or the market approach.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company considers the following factors to be indicators of an inactive market: (i)&#160;there are few recent transactions, (ii)&#160;price quotations are not based on current information, (iii)&#160;price quotations vary substantially either over time or among market makers (for example, some brokered markets), (iv)&#160;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)&#160;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&#8217;s estimate of expected cash flows, considering all available market data about credit and other nonperformance risk for the asset or liability, (vi)&#160;there is a wide bid-ask spread or significant increase in the bid-ask spread, (vii)&#160;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)&#160;little information is released publicly (for example, a principal-to-principal market).</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company considers the following factors to be indicators of non-orderly transactions: (i)&#160;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)&#160;there was a usual and customary marketing period, but the seller marketed the asset or liability to a single market participant, (iii)&#160;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&#160;is, forced), and (iv)&#160;the transaction price is an outlier when compared with other recent transactions for the same or similar assets or liabilities.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company intends to elect to be taxed as a REIT under the Internal Revenue Code of 1986, as amended and intends to operate as such beginning with its taxable year ended December 31, 2015. 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&#8217;s annual REIT taxable income to its 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 to the extent it distributes qualifying 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&#8217;s net income and net cash available for distribution to stockholders. However, the Company intends to organize and operate in such a manner as to qualify for treatment as a REIT.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">NOTES PAYABLE</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">, the Company&#8217;s notes payable consisted of the following:</font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="17" rowspan="1"></td></tr><tr><td style="width:27%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:14%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:13%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Book Value </font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">as of </font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">June 30, </font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Book Value </font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">as of </font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Contractual</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Interest Rate as of</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">June 30, 2016 </font><font style="font-family:inherit;font-size:8pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(1)</sup></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Effective Interest Rate at</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">June 30, 2016 </font><font style="font-family:inherit;font-size:8pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(1)</sup></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Payment </font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Type</font><font style="font-family:inherit;font-size:8pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">&#160;</sup></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Maturity Date </font><font style="font-family:inherit;font-size:8pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(2)</sup></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Von Karman Tech Center Mortgage Loan </font><font style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(3)</sup></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">11,246,790</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">16,346,040</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">One-month LIBOR + 1.90%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">2.36%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Interest Only</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">09/01/2020</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Commonwealth Building Mortgage Loan </font><font style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(4)</sup></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">41,000,000</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">One-month LIBOR + 2.15%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">2.60%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Interest Only</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">07/01/2021</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Notes payable principal outstanding</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">52,246,790</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">16,346,040</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:24px;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Deferred financing costs, net</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(869,653</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(289,059</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Notes payable, net</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">51,377,137</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">16,056,981</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr></table></div></div><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">_____________________</font></div><div style="line-height:120%;padding-bottom:4px;padding-top:4px;font-size:8pt;"><font style="font-family:inherit;font-size:7.5pt;"><sup style="vertical-align:top;line-height:120%;font-size:pt">(1)</sup></font><font style="font-family:inherit;font-size:7.5pt;"> </font><font style="font-family:inherit;font-size:8pt;">Contractual interest rate represents the interest rate in effect under the loan as of </font><font style="font-family:inherit;font-size:8pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:8pt;">. Effective interest rate is calculated as the actual interest rate in effect at </font><font style="font-family:inherit;font-size:8pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:8pt;"> (consisting of the contractual interest rate), using interest rate indices at </font><font style="font-family:inherit;font-size:8pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:8pt;">, where applicable.</font></div><div style="line-height:120%;padding-bottom:4px;padding-top:4px;font-size:8pt;"><font style="font-family:inherit;font-size:7.5pt;"><sup style="vertical-align:top;line-height:120%;font-size:pt">(2)</sup></font><font style="font-family:inherit;font-size:7.5pt;"> </font><font style="font-family:inherit;font-size:8pt;">Represents the maturity date as of </font><font style="font-family:inherit;font-size:8pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:8pt;">; subject to certain conditions, the maturity dates of certain loans may be extended beyond the dates shown.</font></div><div style="line-height:120%;padding-bottom:4px;padding-top:4px;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(3)</sup></font><font style="font-family:inherit;font-size:8pt;"> On April 11, 2016, the Company repaid </font><font style="font-family:inherit;font-size:8pt;">$5.1 million</font><font style="font-family:inherit;font-size:8pt;"> of the Von Karman Tech Center Mortgage Loan principal balance. In connection with the partial repayment of the Von Karman Tech Center Mortgage Loan, the interest rate was reduced from a floating rate of 350 basis points over one-month LIBOR to a floating rate of 190 basis points over one-month LIBOR.</font></div><div style="line-height:120%;padding-bottom:16px;padding-top:4px;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(4)</sup></font><font style="font-family:inherit;font-size:8pt;"> See &#8220;&#8212; Recent Financing Transaction.&#8221;</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the </font><font style="font-family:inherit;font-size:10pt;">three</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">six</font><font style="font-family:inherit;font-size:10pt;"> months ended </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">, the Company incurred </font><font style="font-family:inherit;font-size:10pt;">$0.1 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$0.3 million</font><font style="font-family:inherit;font-size:10pt;"> of interest expense, respectively. As of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2015</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">$22,087</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$52,142</font><font style="font-family:inherit;font-size:10pt;"> of interest expense was payable. Included in interest expense during the </font><font style="font-family:inherit;font-size:10pt;">three</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">six</font><font style="font-family:inherit;font-size:10pt;"> months ended </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;"> was </font><font style="font-family:inherit;font-size:10pt;">$15,485</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$30,971</font><font style="font-family:inherit;font-size:10pt;"> of amortization of deferred financing costs, respectively.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Recent Financing Transaction</font></div><div style="line-height:120%;padding-bottom:4px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Commonwealth Building Mortgage Loan</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On June 30, 2016, in connection with the acquisition of the Commonwealth Building, the Company, through an indirect wholly owned subsidiary, entered into a mortgage loan with an unaffiliated lender for borrowings up to </font><font style="font-family:inherit;font-size:10pt;">$47.4 million</font><font style="font-family:inherit;font-size:10pt;">, secured by the Commonwealth Building (the &#8220;Commonwealth Building Mortgage Loan&#8221;). As of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">$41.0 million</font><font style="font-family:inherit;font-size:10pt;"> of the loan had been disbursed to the Company and the remaining </font><font style="font-family:inherit;font-size:10pt;">$6.4 million</font><font style="font-family:inherit;font-size:10pt;"> was available for future disbursements, subject to certain terms and conditions contained in the loan documents. The Commonwealth Building Mortgage Loan matures on July 1, 2021, with </font><font style="font-family:inherit;font-size:10pt;">two</font><font style="font-family:inherit;font-size:10pt;"> </font><font style="font-family:inherit;font-size:10pt;">one</font><font style="font-family:inherit;font-size:10pt;">-year extension options, subject to certain terms and conditions contained in the loan documents, and bears interest at a floating rate of 215 basis points over one-month LIBOR. Monthly payments are interest-only. The remaining principal balance, all accrued and unpaid interest and all other sums due under the loan documents are due at maturity. The Company has the right to prepay all or a portion of the Commonwealth Building Mortgage Loan commencing July 1, 2017, subject to certain fees and conditions contained in the loan documents.</font></div><div style="line-height:120%;padding-bottom:16px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">KBS GI REIT Properties, LLC (&#8220;KBS GI REIT Properties&#8221;), the Company&#8217;s wholly owned subsidiary, in connection with the Commonwealth Building Mortgage Loan, is providing a guaranty of the payment of certain potential liabilities, costs, losses, damages, fees and expenses incurred by the lender relating to the Commonwealth Building Mortgage Loan as a result of certain intentional actions or omissions of the owner of the property in violation of the loan documents, or certain other occurrences in relation to the Commonwealth Building and/or the owner of the property, including the recovery of certain funds under the loan documents, as further described in the guaranty. KBS GI REIT Properties is also providing a guaranty of the principal balance and any interest or other sums outstanding under the Commonwealth Building Mortgage Loan in the event of: certain bankruptcy, insolvency or related proceedings involving the owner of the property as described in the guaranty; and any transfer of the owner of the property&#8217;s interest in the Commonwealth Building in violation of the loan documents or other prohibited transfers and secondary financings related to the Commonwealth Building.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In May 2014, the FASB issued ASU No. 2014-09, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Revenue from Contracts with Customers (Topic 606)</font><font style="font-family:inherit;font-size:10pt;"> (&#8220;ASU No. 2014-09&#8221;). 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.&#160; ASU No. 2014-09 supersedes the revenue requirements in </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Revenue Recognition (Topic 605)</font><font style="font-family:inherit;font-size:10pt;"> and most industry-specific guidance throughout the Industry Topics of the Codification.&#160; ASU No. 2014-09 does not apply to lease contracts within the scope of</font><font style="font-family:inherit;font-size:10pt;font-style:italic;"> Leases (Topic 840). </font><font style="font-family:inherit;font-size:10pt;">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.&#160; In August 2015, the FASB issued ASU No. 2015-14, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date </font><font style="font-family:inherit;font-size:10pt;">(&#8220;ASU No. 2015-14&#8221;), 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.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In August 2014, the FASB issued ASU No. 2014-15, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Presentation of Financial Statements (Subtopic 205-40)</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Disclosure of Uncertainties about an Entity&#8217;s Ability to Continue as a Going Concern </font><font style="font-family:inherit;font-size:10pt;">(&#8220;ASU No. 2014-15&#8221;). 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&#8217;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.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In January 2016, the FASB issued ASU No. 2016-01, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities </font><font style="font-family:inherit;font-size:10pt;">(&#8220;ASU No. 2016-01&#8221;).&#160; The amendments in ASU No. 2016-01 address certain aspects of recognition, measurement, presentation and disclosure of financial instruments.&#160; ASU No. 2016-01 primarily affects accounting for equity investments and financial liabilities where the fair value option has been elected.&#160; 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.&#160; ASU No. 2016-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years.&#160; Early application is permitted for financial statements that have not been previously issued.&#160; The Company does not expect the adoption of ASU No. 2016-01 to have a significant impact on its financial statements.</font></div><div style="line-height:120%;padding-bottom:16px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In February 2016, the FASB issued ASU No. 2016-02, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Leases (Topic 842)</font><font style="font-family:inherit;font-size:10pt;"> (&#8220;ASU No. 2016-02&#8221;). The amendments in ASU No. 2016-02 change 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.</font></div><div style="line-height:120%;padding-bottom:16px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In June 2016, the FASB issued ASU No. 2016-13, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Financial Instruments - Credit Losses (Topic 326) </font><font style="font-family:inherit;font-size:10pt;">(&#8220;ASU No. 2016-13&#8221;).&#160; ASU No. 2016-13 affects entities holding financial assets and net investments in leases that are not accounted for at fair value through net income.&#160; The amendments in ASU No. 2016-13 require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. &#160;The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset.&#160; ASU No. 2016-13 also amends the impairment model for available-for-sale securities.&#160; An entity will recognize an allowance for credit losses on available-for-sale debt securities as a contra-account to the amortized cost basis rather than as a direct reduction of the amortized cost basis of the investment, as is currently required.&#160;&#160;ASU No. 2016-13 also requires new disclosures.&#160; For financial assets measured at amortized cost, an entity will be required to disclose information about how it developed its allowance for credit losses, including changes in the factors that influenced management&#8217;s estimate of expected credit losses and the reasons for those changes.&#160; For financing receivables and net investments in leases measured at amortized cost, an entity will be required to further disaggregate the information it currently discloses about the credit quality of these assets by year of the asset&#8217;s origination for as many as five annual periods. For available for sale securities, an entity will be required to provide a roll-forward of the allowance for credit losses and an aging analysis for securities that are past due.&#160; ASU No. 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years.&#160; Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.&#160; The Company is still evaluating the impact of adopting ASU No. 2016-13 on its financial statements, but does not expect the adoption of ASU No. 2016-13 to have a material impact on its financial statements.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">ORGANIZATION</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">KBS Growth&#160;&amp; Income REIT, Inc. (the &#8220;Company&#8221;) was formed on January 12, 2015 as a Maryland corporation that intends to qualify as a real estate investment trust (&#8220;REIT&#8221;) beginning with the taxable year ended December 31, 2015. Substantially all of the Company&#8217;s business is conducted through KBS Growth&#160;&amp; Income Limited Partnership (the &#8220;Operating Partnership&#8221;), a Delaware limited partnership formed on January 14, 2015. The Company is the sole general partner of, and owns a </font><font style="font-family:inherit;font-size:10pt;">0.1%</font><font style="font-family:inherit;font-size:10pt;"> partnership interest in, the Operating Partnership. KBS Growth&#160;&amp; Income REIT Holdings LLC (&#8220;REIT Holdings&#8221;), a Delaware limited liability company formed on January 14, 2015, owns the remaining </font><font style="font-family:inherit;font-size:10pt;">99.9%</font><font style="font-family:inherit;font-size:10pt;"> partnership interest in the Operating Partnership and is the sole limited partner. The Company is the sole member and manager of REIT Holdings.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Subject to certain restrictions and limitations, the business of the Company is externally managed by KBS Capital Advisors LLC (the &#8220;Advisor&#8221;), an affiliate of the Company, pursuant to the second amended and restated advisory agreement between the Company and the Advisor entered into on April 28, 2016, and amended on June 28, 2016 (the &#8220;Advisory Agreement&#8221;). The Advisor conducts the Company&#8217;s operations and manages its portfolio of core real estate properties and real estate-related assets. On January 27, 2015, the Company issued </font><font style="font-family:inherit;font-size:10pt;">20,000</font><font style="font-family:inherit;font-size:10pt;"> shares of its common stock to the Advisor at a purchase price of </font><font style="font-family:inherit;font-size:10pt;">$10.00</font><font style="font-family:inherit;font-size:10pt;"> per share. On June 11, 2015, these outstanding shares of common stock were designated Class A shares of common stock. See Note 3, &#8220;Stockholders&#8217; Equity,&#8221; for a discussion of the Company&#8217;s designation of Class A and Class T common stock. </font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">, the Company had invested in </font><font style="font-family:inherit;font-size:10pt;">two</font><font style="font-family:inherit;font-size:10pt;"> office buildings. The Company intends to invest in a diverse portfolio of core real estate properties and real estate-related assets, including the acquisition of commercial properties and the acquisition and origination of real estate-related assets. The Company considers core properties to be existing properties with at least </font><font style="font-family:inherit;font-size:10pt;">80%</font><font style="font-family:inherit;font-size:10pt;"> occupancy. Based on the current market outlook, the Company expects its core focus in the U.S. office sector to reflect a value-creating core strategy, which is also known as a core-plus strategy. The real estate-related assets in which the Company may invest include mortgage, mezzanine, bridge and other loans, debt and derivative securities related to real estate assets, including mortgage-backed securities, and equity securities such as common stocks, preferred stocks and convertible preferred securities of other REITs and real estate companies. </font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company commenced a private placement offering exempt from registration under the Securities Act of 1933, as amended, on June 11, 2015, pursuant to which the Company offered a maximum of </font><font style="font-family:inherit;font-size:10pt;">$105,000,000</font><font style="font-family:inherit;font-size:10pt;"> of shares of its Class A common stock for sale to certain accredited investors (the &#8220;Private Offering&#8221;), of which </font><font style="font-family:inherit;font-size:10pt;">$5,000,000</font><font style="font-family:inherit;font-size:10pt;"> of Class A shares are being offered pursuant to the Company&#8217;s distribution reinvestment plan. The Company ceased offering shares in the primary portion of the Private Offering on April 27, 2016. The Company may continue to process subscriptions for the primary Private Offering dated on or prior to April 27, 2016 for up to </font><font style="font-family:inherit;font-size:10pt;">30</font><font style="font-family:inherit;font-size:10pt;"> days following April 27, 2016. KBS Capital Markets Group LLC (the &#8220;Dealer Manager&#8221;), an affiliate of the Advisor, served as the dealer manager of the Private Offering pursuant to a dealer manager agreement dated June 11, 2015 (the &#8220;Private Offering Dealer Manager Agreement&#8221;). The Dealer Manager was responsible for marketing the Company&#8217;s shares in the Private Offering.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On February 4, 2015, the Company filed a registration statement on Form S-11 with the Securities and Exchange Commission (the &#8220;SEC&#8221;) to register an initial public offering of its common stock to offer a maximum of </font><font style="font-family:inherit;font-size:10pt;">$1,500,000,000</font><font style="font-family:inherit;font-size:10pt;"> in shares of common stock for sale to the public in the primary offering, consisting of two classes of shares: Class A and Class T (the &#8220;Primary Offering&#8221;). The Company also registered a maximum of </font><font style="font-family:inherit;font-size:10pt;">$800,000,000</font><font style="font-family:inherit;font-size:10pt;"> in both classes of shares of its common stock pursuant to the Company&#8217;s distribution reinvestment plan (the &#8220;DRP Offering&#8221; and, together with the Primary Offering, the &#8220;Public Offering&#8221;). The Company is offering to sell any combination of Class A and Class T shares in the Primary Offering and DRP Offering. The Company reserves the right to reallocate shares between the Primary Offering and the DRP Offering. The SEC declared the Company&#8217;s registration statement effective on April 28, 2016 and the Company retained the Dealer Manager to serve as the dealer manager of the Public Offering pursuant to a dealer manager agreement dated April 28, 2016 (the &#8220;Public Offering Dealer Manager Agreement&#8221;). The Dealer Manager will be responsible for marketing the Company&#8217;s shares in the Public Offering.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As described above, the Company intends to use substantially all of the net proceeds from the Private Offering and the Primary Offering to invest in a diverse portfolio of core real estate properties and real estate-related assets. </font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">, the Company had sold </font><font style="font-family:inherit;font-size:10pt;">8,548,759</font><font style="font-family:inherit;font-size:10pt;"> shares of Class A common stock for gross offering proceeds of </font><font style="font-family:inherit;font-size:10pt;">$76.8 million</font><font style="font-family:inherit;font-size:10pt;"> in the Private Offering, including </font><font style="font-family:inherit;font-size:10pt;">74,532</font><font style="font-family:inherit;font-size:10pt;"> shares of Class A common stock under its distribution reinvestment plan for gross offering proceeds of </font><font style="font-family:inherit;font-size:10pt;">$0.7 million</font><font style="font-family:inherit;font-size:10pt;">. The Company commenced the Public Offering on April 28, 2016. As of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">, the Company had not sold any shares in the Public Offering.</font></div><div style="line-height:120%;padding-bottom:16px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additionally, on August 11, 2015, two of the individuals who own and control the Company&#8217;s sponsor, Charles J. Schreiber, Jr. (who also acts as chief executive officer, the chairman of the board and a director of the Company) and Peter M. Bren (who also acts as president of the Company), purchased </font><font style="font-family:inherit;font-size:10pt;">21,181.2380</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">21,181.2390</font><font style="font-family:inherit;font-size:10pt;"> shares of Class A common stock, respectively, each for an aggregate purchase price of </font><font style="font-family:inherit;font-size:10pt;">$172,500</font><font style="font-family:inherit;font-size:10pt;"> or </font><font style="font-family:inherit;font-size:10pt;">$8.144</font><font style="font-family:inherit;font-size:10pt;"> per share. The per share purchase price reflects an </font><font style="font-family:inherit;font-size:10pt;">8.5%</font><font style="font-family:inherit;font-size:10pt;"> discount to the </font><font style="font-family:inherit;font-size:10pt;">$8.90</font><font style="font-family:inherit;font-size:10pt;"> offering price in the Private Offering in effect on the date of their purchase because selling commissions and dealer manager fees were not paid in connection with the sales. Mr. Bren&#8217;s investment was made on behalf of and for the account of three of his children, and he has disclaimed beneficial ownership of the shares. The Company issued these shares in private transactions exempt from the registration requirements pursuant to Section 4(2) of the Securities Act of 1933, as amended.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company anticipates the estimated useful lives of its assets by class to be generally as follows:</font></div><div style="line-height:120%;padding-bottom:16px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:94.73684210526315%;border-collapse:collapse;text-align:left;"><tr><td colspan="2" rowspan="1"></td></tr><tr><td style="width:47%;" rowspan="1" colspan="1"></td><td style="width:53%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">Buildings</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">25 - 40 years</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">Building improvements</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">10 - 25 years</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">Tenant improvements</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">Shorter of lease term or expected useful life</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">Tenant origination and absorption costs</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">Remaining term of related leases, including<br clear="none"/>below-market renewal periods</font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">REAL ESTATE</font></div><div style="line-height:120%;padding-bottom:8px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">, the Company owned </font><font style="font-family:inherit;font-size:10pt;">two</font><font style="font-family:inherit;font-size:10pt;"> office buildings containing </font><font style="font-family:inherit;font-size:10pt;">320,903</font><font style="font-family:inherit;font-size:10pt;"> rentable square feet, which were collectively </font><font style="font-family:inherit;font-size:10pt;">97%</font><font style="font-family:inherit;font-size:10pt;"> occupied. The following table provides summary information regarding the properties owned by the Company as of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">:</font></div><div style="line-height:120%;padding-bottom:16px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="21" rowspan="1"></td></tr><tr><td style="width:21%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:5%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:7%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:12%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;font-weight:bold;">Property</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;font-weight:bold;">Date Acquired</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;font-weight:bold;">City</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;font-weight:bold;">State</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;font-weight:bold;">Property</font></div><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;font-weight:bold;">Type</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Real Estate</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">at Cost</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;font-weight:bold;">Accumulated</font></div><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;font-weight:bold;">Depreciation</font></div><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;font-weight:bold;">and</font></div><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;font-weight:bold;">Amortization</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;font-weight:bold;">Total </font></div><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;font-weight:bold;">Real Estate,</font></div><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;font-weight:bold;">Net</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">Von Karman Tech Center</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">08/12/2015</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">Irvine</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">CA</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">Office</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">21,303,114</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">(760,260</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">20,542,854</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">Commonwealth Building</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">06/30/2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">Portland</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">OR</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">Office</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">73,844,114</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">73,844,114</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">95,147,228</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">(760,260</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">94,386,968</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">, the following properties represented more than 10% of the Company&#8217;s total assets:</font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="24" rowspan="1"></td></tr><tr><td style="width:13%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:12%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:12%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Property</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Location</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Rentable <br clear="none"/>Square<br clear="none"/>Feet</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Total<br clear="none"/>Real Estate, Net </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Percentage <br clear="none"/>of Total <br clear="none"/>Assets</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Annualized Base Rent </font><font style="font-family:inherit;font-size:8pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(1)</sup></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Average Annualized Base Rent per sq. ft.</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Occupancy</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">Von Karman Tech Center</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Irvine, CA</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">101,161</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">20,542,854</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">16.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">2,277.218</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">22.51</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">100.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">%</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">Commonwealth Building</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Portland, OR</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">219,742</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">73,844,114</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">57.9</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">5,333,405</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">25.22</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">96.2</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">%</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;">_____________________</font></div><div style="line-height:120%;padding-bottom:16px;padding-top:4px;text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(1) </sup></font><font style="font-family:inherit;font-size:8pt;">Annualized base rent represents annualized contractual base rental income as of </font><font style="font-family:inherit;font-size:8pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:8pt;">, adjusted to straight-line any contractual tenant concessions (including free rent), rent increases and rent decreases from the lease&#8217;s inception through the balance of the lease term.</font></div><div style="line-height:120%;padding-bottom:8px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Operating Leases</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company&#8217;s real estate properties are leased to tenants under operating leases for which the terms and expirations vary. As of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">, the leases had remaining terms, excluding options to extend, of up to </font><font style="font-family:inherit;font-size:10pt;">10.0</font><font style="font-family:inherit;font-size:10pt;"> years with a weighted-average remaining term of </font><font style="font-family:inherit;font-size:10pt;">4.4</font><font style="font-family:inherit;font-size:10pt;">&#160;years. Some of the leases have provisions to extend the term of the leases, options for early termination for all or a part of the leased premises after paying a specified penalty, 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 </font><font style="font-family:inherit;font-size:10pt;">$0.6 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$0.2 million</font><font style="font-family:inherit;font-size:10pt;"> as of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2015</font><font style="font-family:inherit;font-size:10pt;">.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the </font><font style="font-family:inherit;font-size:10pt;">six</font><font style="font-family:inherit;font-size:10pt;"> months ended </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">, the Company recognized deferred rent from tenants of </font><font style="font-family:inherit;font-size:10pt;">$0.1 million</font><font style="font-family:inherit;font-size:10pt;">. As of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">, the cumulative deferred rent balance was </font><font style="font-family:inherit;font-size:10pt;">$0.3 million</font><font style="font-family:inherit;font-size:10pt;"> and is included in rents and other receivables on the accompanying balance sheets. </font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">, the future minimum rental income from the Company&#8217;s properties under its non-cancelable operating leases was as follows:</font></div><div style="line-height:120%;padding-bottom:16px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:98.24561403508771%;border-collapse:collapse;text-align:left;"><tr><td colspan="4" rowspan="1"></td></tr><tr><td style="width:72%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:26%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">July 1, 2016 through December 31, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">3,471,166</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">2017</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">7,085,156</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">2018</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">6,250,399</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">2019</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">5,554,550</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">2020</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">5,067,624</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">Thereafter</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">7,865,000</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">35,293,895</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">, the Company had a concentration of credit risk related to LNH, Inc., a tenant in Von Karman Tech in the computer industry, which represented </font><font style="font-family:inherit;font-size:10pt;">12%</font><font style="font-family:inherit;font-size:10pt;"> of the Company&#8217;s annualized base rent. The tenant individually occupied </font><font style="font-family:inherit;font-size:10pt;">44,892</font><font style="font-family:inherit;font-size:10pt;"> rentable square feet or approximately </font><font style="font-family:inherit;font-size:10pt;">14%</font><font style="font-family:inherit;font-size:10pt;"> of the total rentable square feet of the Company&#8217;s real estate portfolio. Its lease expires on June 30, 2023, with </font><font style="font-family:inherit;font-size:10pt;">two</font><font style="font-family:inherit;font-size:10pt;"> </font><font style="font-family:inherit;font-size:10pt;">five</font><font style="font-family:inherit;font-size:10pt;">-year extension options. As of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">, the annualized base rent for this tenant was approximately </font><font style="font-family:inherit;font-size:10pt;">$0.9 million</font><font style="font-family:inherit;font-size:10pt;"> or </font><font style="font-family:inherit;font-size:10pt;">$20.05</font><font style="font-family:inherit;font-size:10pt;"> per square foot. No other tenant represented more than 10% of the Company&#8217;s annualized base rent. </font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">No material tenant credit issues have been identified at this time.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">, the Company&#8217;s real estate properties were leased to approximately </font><font style="font-family:inherit;font-size:10pt;">40</font><font style="font-family:inherit;font-size:10pt;"> tenants over a diverse range of industries. The Company&#8217;s highest tenant industry concentrations (greater than 10%&#160;of annualized base rent) were as follows:</font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="10" rowspan="1"></td></tr><tr><td style="width:45%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:12%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:18%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:19%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Industry</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Number&#160;of Tenants</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Annualized <br clear="none"/>Base&#160;Rent </font><font style="font-family:inherit;font-size:9pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:6pt">(1)</sup></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Percentage&#160;of Annualized Base Rent</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">Professional, scientific and legal</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">1,974,880</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">25.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">%</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">Information</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">5</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">1,508,800</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">19.8</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">%</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">Computer system design and programming</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">1,070,613</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">14.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">%</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;">_____________________</font></div><div style="line-height:120%;padding-bottom:16px;padding-top:4px;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(1)</sup></font><font style="font-family:inherit;font-size:8pt;"> Annualized base rent represents annualized contractual base rental income as of </font><font style="font-family:inherit;font-size:8pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:8pt;">, adjusted to straight-line any contractual tenant concessions (including free rent), rent increases and rent decreases from the lease&#8217;s inception through the balance of the lease term. </font></div><div style="line-height:120%;padding-bottom:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">, no other tenant industries accounted for more than 10% of annualized base rent. </font></div><div style="line-height:120%;padding-bottom:8px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Recent Acquisition</font></div><div style="line-height:120%;padding-bottom:4px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Commonwealth Building</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On June 30, 2016, the Company, through an indirect wholly owned subsidiary, acquired an office building containing </font><font style="font-family:inherit;font-size:10pt;">219,742</font><font style="font-family:inherit;font-size:10pt;"> rentable square feet located on approximately </font><font style="font-family:inherit;font-size:10pt;">0.46</font><font style="font-family:inherit;font-size:10pt;"> acres of land in Portland, Oregon (the &#8220;Commonwealth Building&#8221;). The purchase price of the Commonwealth Building was approximately </font><font style="font-family:inherit;font-size:10pt;">$68.5 million</font><font style="font-family:inherit;font-size:10pt;">, net of </font><font style="font-family:inherit;font-size:10pt;">$0.5 million</font><font style="font-family:inherit;font-size:10pt;"> of closing credits. The Company allocated the purchase price of this property to the fair value of the assets acquired and liabilities assumed. At acquisition, the Company allocated </font><font style="font-family:inherit;font-size:10pt;">$7.3 million</font><font style="font-family:inherit;font-size:10pt;"> to land, </font><font style="font-family:inherit;font-size:10pt;">$61.4 million</font><font style="font-family:inherit;font-size:10pt;"> to building and improvements, </font><font style="font-family:inherit;font-size:10pt;">$5.1 million</font><font style="font-family:inherit;font-size:10pt;"> to tenant origination and absorption costs and </font><font style="font-family:inherit;font-size:10pt;">$5.3 million</font><font style="font-family:inherit;font-size:10pt;"> to below-market lease liabilities. The intangible assets and liabilities acquired in connection with this acquisition have weighted-average amortization periods as of the date of acquisition of </font><font style="font-family:inherit;font-size:10pt;">4.8</font><font style="font-family:inherit;font-size:10pt;"> years for tenant origination and absorption costs and </font><font style="font-family:inherit;font-size:10pt;">4.7</font><font style="font-family:inherit;font-size:10pt;"> years for below-market lease liabilities. </font></div><div style="line-height:120%;padding-bottom:16px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company recorded the real estate acquisition as a business combination and expensed </font><font style="font-family:inherit;font-size:10pt;">$1.6 million</font><font style="font-family:inherit;font-size:10pt;"> of acquisition costs related to this property for the three and six months ended </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">, respectively. During the three and six months ended </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">, the Company recognized </font><font style="font-family:inherit;font-size:10pt;">$16,000</font><font style="font-family:inherit;font-size:10pt;"> of total revenues and </font><font style="font-family:inherit;font-size:10pt;">$6,600</font><font style="font-family:inherit;font-size:10pt;"> of operating expenses from this property, respectively. </font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">RELATED-PARTY TRANSACTIONS</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Pursuant to the Advisory Agreement, the Private Offering Dealer Manager Agreement and the Public Offering Dealer Manager Agreement, the Company is or was obligated to pay the Advisor and the Dealer Manager specified fees upon the provision of certain services related to the Private Offering and the Public Offering, the investment of funds in real estate and real estate-related investments, management of the Company&#8217;s investments and for other services (including, but not limited to, the disposition of investments). The Company is or was also obligated to reimburse the Advisor and Dealer Manager for organization and offering costs incurred by the Advisor and the Dealer Manager on behalf of the Company, and the Company is obligated to reimburse the Advisor for acquisition and origination expenses and certain operating expenses incurred on behalf of the Company or incurred in connection with 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.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In addition, in connection with certain property acquisitions, the Company, through indirect wholly owned subsidiaries, will enter or has entered into separate Property Management Agreements with the Co-Manager, an affiliate of the Advisor.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company has also entered into a fee 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&#8217;s participation in the DTCC Alternative Investment Product Platform with respect to certain accounts of the Company&#8217;s investors serviced through the platform. </font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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 II, Inc., KBS Real Estate Investment Trust III, Inc., KBS Strategic Opportunity REIT, Inc., KBS Legacy Partners Apartment REIT, Inc. and KBS Strategic Opportunity REIT II, Inc. </font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company has entered, together with KBS Real Estate Investment Trust, Inc., KBS Real Estate Investment Trust II, Inc., KBS Strategic Opportunity REIT, Inc., KBS Legacy Partners Apartment REIT, Inc., KBS Real Estate Investment Trust III, Inc., KBS Strategic Opportunity REIT II, Inc., the Dealer Manager, the Advisor and other KBS affiliated entities, 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&#8217;s and the Dealer Manager&#8217;s portion of the shared lower tiers&#8217; cost is proportionate to the respective entities&#8217; prior cost for the errors and omissions insurance.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the six months ended June 30, 2016 and 2015, no other business transactions occurred between the Company and KBS Real Estate Investment Trust, Inc., KBS Real Estate Investment Trust II, Inc., KBS Real Estate Investment Trust III, Inc., KBS Strategic Opportunity REIT, Inc., KBS Legacy Partners Apartment REIT, Inc. and KBS Strategic Opportunity REIT II, Inc. </font></div><div style="line-height:120%;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Pursuant to the terms of these agreements, summarized below are the related-party costs incurred by the Company for the </font><font style="font-family:inherit;font-size:10pt;">three</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">six</font><font style="font-family:inherit;font-size:10pt;"> months ended </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">, three months ended June 30, 2015 and for the period from January 27, 2015 to June 30, 2015, and any related amounts payable as of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2015</font><font style="font-family:inherit;font-size:10pt;">.</font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:95.51656920077973%;border-collapse:collapse;text-align:left;"><tr><td colspan="24" rowspan="1"></td></tr><tr><td style="width:30%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:12%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:7%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="16" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Incurred</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Payable as of</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Three Months Ended June 30,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Six Months Ended </font></div><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">June 30, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">For the Period from January 27, 2015 to June 30, 2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">June&#160;30, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">December 31, 2015</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-style:italic;font-weight:bold;">Expensed</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Asset management fees </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">38,568</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">58,831</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Reimbursement&#160;of&#160;operating&#160;expenses </font><font style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(1)</sup></font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">32,834</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">84,361</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">16,526</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">205,276</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Property management fees </font><font style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(2)</sup></font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">9,548</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">17,318</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Real estate acquisition fees</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">1,382,637</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">1,382,637</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">1,382,637</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-style:italic;font-weight:bold;">Other Arrangement</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Advisor advance for cash distributions </font><font style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(3)</sup></font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">681,359</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">1,139,648</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">1,338,145</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">198,497</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-style:italic;font-weight:bold;">Additional Paid-in Capital</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Selling commissions</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">1,152,658</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">2,986,278</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Dealer manager fees</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">391,943</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">1,105,338</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Reimbursable other offering costs </font><font style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(4)</sup></font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">33,342</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">358,325</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">276,224</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">1,030,749</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">3,722,889</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">7,132,736</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">3,013,532</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">1,434,522</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;padding-bottom:4px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">_____________________</font></div><div style="line-height:120%;padding-bottom:4px;padding-top:4px;text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(1)</sup></font><font style="font-family:inherit;font-size:8pt;"> Reimbursable operating expenses primarily related to directors and officers liability insurance, legal fees, state and local taxes, accounting software and cybersecurity related expenses incurred by the Advisor under the Advisory Agreement. The Company has reimbursed the Advisor for the Company&#8217;s allocable portion of the salaries, benefits and overhead of internal audit department personnel providing services to the Company. These amounts totaled </font><font style="font-family:inherit;font-size:8pt;">$34,731</font><font style="font-family:inherit;font-size:8pt;"> and </font><font style="font-family:inherit;font-size:8pt;">$37,278</font><font style="font-family:inherit;font-size:8pt;"> for the </font><font style="font-family:inherit;font-size:8pt;">three</font><font style="font-family:inherit;font-size:8pt;"> and </font><font style="font-family:inherit;font-size:8pt;">six</font><font style="font-family:inherit;font-size:8pt;"> months ended </font><font style="font-family:inherit;font-size:8pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:8pt;">, and were the only type of employee costs reimbursed under the Advisory Agreement for the </font><font style="font-family:inherit;font-size:8pt;">three</font><font style="font-family:inherit;font-size:8pt;"> and </font><font style="font-family:inherit;font-size:8pt;">six</font><font style="font-family:inherit;font-size:8pt;"> months ended </font><font style="font-family:inherit;font-size:8pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:8pt;">. 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&#8217;s executive officers. In addition to the amounts above, the Company reimburses the Advisor for certain of the Company&#8217;s direct costs incurred from third parties that were initially paid by the Advisor on behalf of the Company.</font></div><div style="line-height:120%;padding-bottom:4px;padding-top:4px;text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(2)</sup></font><font style="font-family:inherit;font-size:8pt;"> See &#8220;Real Estate Property Co-Management Agreement&#8221; below.</font></div><div style="line-height:120%;padding-bottom:4px;padding-top:4px;text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(3)</sup></font><font style="font-family:inherit;font-size:8pt;"> See Note 2, &#8220;Summary of Significant Accounting Policies &#8211; Related Party Transactions &#8211; Advance from the Advisor.&#8221; </font></div><div style="line-height:120%;padding-bottom:16px;text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(4)</sup></font><font style="font-family:inherit;font-size:8pt;"> See Note 2, &#8220;Summary of Significant Accounting Policies &#8211; Related Party Transactions &#8211; Organization and Offering Costs&#8221; for more information related to other offering costs related to the Private Offering and Public Offering.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">, the Company had </font><font style="font-family:inherit;font-size:10pt;">$3,670</font><font style="font-family:inherit;font-size:10pt;"> due from the Advisor related to a property insurance rebate.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Real Estate Property Co-Management Agreement</font></div><div style="line-height:120%;padding-bottom:16px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On March 9, 2016, the Company entered into a property management agreement (the &#8220; Von Karman Property Management Agreement&#8221;) with the Co-Manager, an affiliate of the Advisor, in connection with Von Karman Tech Center. Pursuant to the Von Karman Property Management Agreement, the Co-Manager will provide certain management services related to Von Karman Tech Center in addition to those provided by the third-party property manager. In exchange for these services, the owner of Von Karman Tech Center, the Company&#8217;s indirect wholly owned subsidiary (the &#8220;Owner&#8221;), will pay the Co-Manager a monthly fee equal to </font><font style="font-family:inherit;font-size:10pt;">1.5%</font><font style="font-family:inherit;font-size:10pt;"> of the rent, payable and actually collected for the month, from the Von Karman Tech Center. The Co-Manager will generally be responsible for all expenses it incurs in rendering services pursuant to the Von Karman Property Management Agreement. The effective date of the Von Karman Property Management Agreement was January 1, 2016 and the initial term of the Von Karman Property Management Agreement is for </font><font style="font-family:inherit;font-size:10pt;">one</font><font style="font-family:inherit;font-size:10pt;"> year and will be deemed renewed for successive </font><font style="font-family:inherit;font-size:10pt;">one</font><font style="font-family:inherit;font-size:10pt;">-year periods provided it is not terminated. Each party may terminate the Von Karman Property Management Agreement without cause on </font><font style="font-family:inherit;font-size:10pt;">30</font><font style="font-family:inherit;font-size:10pt;"> days&#8217; written notice to the other party and may terminate the Von Karman Property Management Agreement for cause on </font><font style="font-family:inherit;font-size:10pt;">5</font><font style="font-family:inherit;font-size:10pt;"> days&#8217; written notice to the other party upon the occurrence of certain events as detailed in the Von Karman Property Management Agreement.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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 the 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:</font></div><table cellpadding="0" cellspacing="0" style="padding-bottom:4px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:54px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">whether the lease stipulates how a tenant improvement allowance may be spent; </font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:4px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:54px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">whether the amount of a tenant improvement allowance is in excess of market rates; </font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:4px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:54px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">whether the tenant or landlord retains legal title to the improvements at the end of the lease term; </font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:4px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:54px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">whether the tenant improvements are unique to the tenant or general-purpose in nature; and </font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:54px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:30px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">whether the tenant improvements are expected to have any residual value at the end of the lease. </font></div></td></tr></table><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company records 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.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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&#8217;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.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">, the Company&#8217;s notes payable consisted of the following:</font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="17" rowspan="1"></td></tr><tr><td style="width:27%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:14%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:13%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Book Value </font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">as of </font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">June 30, </font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Book Value </font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">as of </font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Contractual</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Interest Rate as of</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">June 30, 2016 </font><font style="font-family:inherit;font-size:8pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(1)</sup></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Effective Interest Rate at</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">June 30, 2016 </font><font style="font-family:inherit;font-size:8pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(1)</sup></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Payment </font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Type</font><font style="font-family:inherit;font-size:8pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">&#160;</sup></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Maturity Date </font><font style="font-family:inherit;font-size:8pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(2)</sup></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Von Karman Tech Center Mortgage Loan </font><font style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(3)</sup></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">11,246,790</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">16,346,040</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">One-month LIBOR + 1.90%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">2.36%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Interest Only</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">09/01/2020</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Commonwealth Building Mortgage Loan </font><font style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(4)</sup></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">41,000,000</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">One-month LIBOR + 2.15%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">2.60%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Interest Only</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">07/01/2021</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Notes payable principal outstanding</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">52,246,790</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">16,346,040</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:24px;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Deferred financing costs, net</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(869,653</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(289,059</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Notes payable, net</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">51,377,137</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">16,056,981</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr></table></div></div><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">_____________________</font></div><div style="line-height:120%;padding-bottom:4px;padding-top:4px;font-size:8pt;"><font style="font-family:inherit;font-size:7.5pt;"><sup style="vertical-align:top;line-height:120%;font-size:pt">(1)</sup></font><font style="font-family:inherit;font-size:7.5pt;"> </font><font style="font-family:inherit;font-size:8pt;">Contractual interest rate represents the interest rate in effect under the loan as of </font><font style="font-family:inherit;font-size:8pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:8pt;">. Effective interest rate is calculated as the actual interest rate in effect at </font><font style="font-family:inherit;font-size:8pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:8pt;"> (consisting of the contractual interest rate), using interest rate indices at </font><font style="font-family:inherit;font-size:8pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:8pt;">, where applicable.</font></div><div style="line-height:120%;padding-bottom:4px;padding-top:4px;font-size:8pt;"><font style="font-family:inherit;font-size:7.5pt;"><sup style="vertical-align:top;line-height:120%;font-size:pt">(2)</sup></font><font style="font-family:inherit;font-size:7.5pt;"> </font><font style="font-family:inherit;font-size:8pt;">Represents the maturity date as of </font><font style="font-family:inherit;font-size:8pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:8pt;">; subject to certain conditions, the maturity dates of certain loans may be extended beyond the dates shown.</font></div><div style="line-height:120%;padding-bottom:4px;padding-top:4px;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(3)</sup></font><font style="font-family:inherit;font-size:8pt;"> On April 11, 2016, the Company repaid </font><font style="font-family:inherit;font-size:8pt;">$5.1 million</font><font style="font-family:inherit;font-size:8pt;"> of the Von Karman Tech Center Mortgage Loan principal balance. In connection with the partial repayment of the Von Karman Tech Center Mortgage Loan, the interest rate was reduced from a floating rate of 350 basis points over one-month LIBOR to a floating rate of 190 basis points over one-month LIBOR.</font></div><div style="line-height:120%;padding-bottom:16px;padding-top:4px;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(4)</sup></font><font style="font-family:inherit;font-size:8pt;"> See &#8220;&#8212; Recent Financing Transaction.&#8221;</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2015</font><font style="font-family:inherit;font-size:10pt;">, the Company&#8217;s tenant origination and absorption costs and below-market lease liabilities were as follows:</font></div><div style="line-height:120%;padding-bottom:16px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16" rowspan="1"></td></tr><tr><td style="width:37%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:13%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:13%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:13%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:13%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Tenant Origination and</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Absorption Costs</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Below-Market</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Lease Liabilities</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">June&#160;30, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">June&#160;30, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2015</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Cost</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">7,121,492</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">1,987,175</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(5,416,885</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(122,143</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Accumulated Amortization</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(319,738</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(144,599</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">14,786</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">8,932</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Net Amount</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">6,801,754</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">1,842,576</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(5,402,099</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(113,211</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">)</font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">, the future minimum rental income from the Company&#8217;s properties under its non-cancelable operating leases was as follows:</font></div><div style="line-height:120%;padding-bottom:16px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:98.24561403508771%;border-collapse:collapse;text-align:left;"><tr><td colspan="4" rowspan="1"></td></tr><tr><td style="width:72%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:26%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">July 1, 2016 through December 31, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">3,471,166</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">2017</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">7,085,156</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">2018</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">6,250,399</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">2019</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">5,554,550</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">2020</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">5,067,624</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">Thereafter</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">7,865,000</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">35,293,895</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table provides summary information regarding the properties owned by the Company as of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">:</font></div><div style="line-height:120%;padding-bottom:16px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="21" rowspan="1"></td></tr><tr><td style="width:21%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:5%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:7%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:12%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;font-weight:bold;">Property</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;font-weight:bold;">Date Acquired</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;font-weight:bold;">City</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;font-weight:bold;">State</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;font-weight:bold;">Property</font></div><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;font-weight:bold;">Type</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Real Estate</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">at Cost</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;font-weight:bold;">Accumulated</font></div><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;font-weight:bold;">Depreciation</font></div><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;font-weight:bold;">and</font></div><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;font-weight:bold;">Amortization</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;font-weight:bold;">Total </font></div><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;font-weight:bold;">Real Estate,</font></div><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;font-weight:bold;">Net</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">Von Karman Tech Center</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">08/12/2015</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">Irvine</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">CA</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">Office</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">21,303,114</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">(760,260</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">20,542,854</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">Commonwealth Building</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">06/30/2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">Portland</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">OR</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">Office</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">73,844,114</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">73,844,114</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">95,147,228</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">(760,260</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">94,386,968</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Pursuant to the terms of these agreements, summarized below are the related-party costs incurred by the Company for the </font><font style="font-family:inherit;font-size:10pt;">three</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">six</font><font style="font-family:inherit;font-size:10pt;"> months ended </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">, three months ended June 30, 2015 and for the period from January 27, 2015 to June 30, 2015, and any related amounts payable as of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2015</font><font style="font-family:inherit;font-size:10pt;">.</font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:95.51656920077973%;border-collapse:collapse;text-align:left;"><tr><td colspan="24" rowspan="1"></td></tr><tr><td style="width:30%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:12%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:7%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="16" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Incurred</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Payable as of</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Three Months Ended June 30,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Six Months Ended </font></div><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">June 30, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">For the Period from January 27, 2015 to June 30, 2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">June&#160;30, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">December 31, 2015</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-style:italic;font-weight:bold;">Expensed</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Asset management fees </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">38,568</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">58,831</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Reimbursement&#160;of&#160;operating&#160;expenses </font><font style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(1)</sup></font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">32,834</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">84,361</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">16,526</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">205,276</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Property management fees </font><font style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(2)</sup></font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">9,548</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">17,318</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Real estate acquisition fees</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">1,382,637</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">1,382,637</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">1,382,637</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-style:italic;font-weight:bold;">Other Arrangement</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Advisor advance for cash distributions </font><font style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(3)</sup></font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">681,359</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">1,139,648</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">1,338,145</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">198,497</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-style:italic;font-weight:bold;">Additional Paid-in Capital</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Selling commissions</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">1,152,658</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">2,986,278</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Dealer manager fees</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">391,943</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">1,105,338</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Reimbursable other offering costs </font><font style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(4)</sup></font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">33,342</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">358,325</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">276,224</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">1,030,749</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">3,722,889</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">7,132,736</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">3,013,532</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">1,434,522</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;padding-bottom:4px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">_____________________</font></div><div style="line-height:120%;padding-bottom:4px;padding-top:4px;text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(1)</sup></font><font style="font-family:inherit;font-size:8pt;"> Reimbursable operating expenses primarily related to directors and officers liability insurance, legal fees, state and local taxes, accounting software and cybersecurity related expenses incurred by the Advisor under the Advisory Agreement. The Company has reimbursed the Advisor for the Company&#8217;s allocable portion of the salaries, benefits and overhead of internal audit department personnel providing services to the Company. These amounts totaled </font><font style="font-family:inherit;font-size:8pt;">$34,731</font><font style="font-family:inherit;font-size:8pt;"> and </font><font style="font-family:inherit;font-size:8pt;">$37,278</font><font style="font-family:inherit;font-size:8pt;"> for the </font><font style="font-family:inherit;font-size:8pt;">three</font><font style="font-family:inherit;font-size:8pt;"> and </font><font style="font-family:inherit;font-size:8pt;">six</font><font style="font-family:inherit;font-size:8pt;"> months ended </font><font style="font-family:inherit;font-size:8pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:8pt;">, and were the only type of employee costs reimbursed under the Advisory Agreement for the </font><font style="font-family:inherit;font-size:8pt;">three</font><font style="font-family:inherit;font-size:8pt;"> and </font><font style="font-family:inherit;font-size:8pt;">six</font><font style="font-family:inherit;font-size:8pt;"> months ended </font><font style="font-family:inherit;font-size:8pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:8pt;">. 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&#8217;s executive officers. In addition to the amounts above, the Company reimburses the Advisor for certain of the Company&#8217;s direct costs incurred from third parties that were initially paid by the Advisor on behalf of the Company.</font></div><div style="line-height:120%;padding-bottom:4px;padding-top:4px;text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(2)</sup></font><font style="font-family:inherit;font-size:8pt;"> See &#8220;Real Estate Property Co-Management Agreement&#8221; below.</font></div><div style="line-height:120%;padding-bottom:4px;padding-top:4px;text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(3)</sup></font><font style="font-family:inherit;font-size:8pt;"> See Note 2, &#8220;Summary of Significant Accounting Policies &#8211; Related Party Transactions &#8211; Advance from the Advisor.&#8221; </font></div><div style="line-height:120%;padding-bottom:16px;text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(4)</sup></font><font style="font-family:inherit;font-size:8pt;"> See Note 2, &#8220;Summary of Significant Accounting Policies &#8211; Related Party Transactions &#8211; Organization and Offering Costs&#8221; for more information related to other offering costs related to the Private Offering and Public Offering.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">, the Company&#8217;s real estate properties were leased to approximately </font><font style="font-family:inherit;font-size:10pt;">40</font><font style="font-family:inherit;font-size:10pt;"> tenants over a diverse range of industries. The Company&#8217;s highest tenant industry concentrations (greater than 10%&#160;of annualized base rent) were as follows:</font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="10" rowspan="1"></td></tr><tr><td style="width:45%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:12%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:18%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:19%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Industry</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Number&#160;of Tenants</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Annualized <br clear="none"/>Base&#160;Rent </font><font style="font-family:inherit;font-size:9pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:6pt">(1)</sup></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Percentage&#160;of Annualized Base Rent</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">Professional, scientific and legal</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">1,974,880</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">25.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">%</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">Information</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">5</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">1,508,800</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">19.8</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">%</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">Computer system design and programming</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">1,070,613</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">14.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">%</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;">_____________________</font></div><div style="line-height:120%;padding-bottom:16px;padding-top:4px;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(1)</sup></font><font style="font-family:inherit;font-size:8pt;"> Annualized base rent represents annualized contractual base rental income as of </font><font style="font-family:inherit;font-size:8pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:8pt;">, adjusted to straight-line any contractual tenant concessions (including free rent), rent increases and rent decreases from the lease&#8217;s inception through the balance of the lease term. </font></div></div><div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">, the following properties represented more than 10% of the Company&#8217;s total assets:</font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="24" rowspan="1"></td></tr><tr><td style="width:13%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:12%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:12%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Property</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Location</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Rentable <br clear="none"/>Square<br clear="none"/>Feet</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Total<br clear="none"/>Real Estate, Net </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Percentage <br clear="none"/>of Total <br clear="none"/>Assets</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Annualized Base Rent </font><font style="font-family:inherit;font-size:8pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(1)</sup></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Average Annualized Base Rent per sq. ft.</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Occupancy</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">Von Karman Tech Center</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Irvine, CA</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">101,161</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">20,542,854</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">16.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">2,277.218</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">22.51</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">100.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">%</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7.5pt;"><font style="font-family:inherit;font-size:7.5pt;">Commonwealth Building</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Portland, OR</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">219,742</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">73,844,114</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">57.9</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">5,333,405</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">25.22</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">96.2</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">%</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;">_____________________</font></div><div style="line-height:120%;padding-bottom:16px;padding-top:4px;text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(1) </sup></font><font style="font-family:inherit;font-size:8pt;">Annualized base rent represents annualized contractual base rental income as of </font><font style="font-family:inherit;font-size:8pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:8pt;">, adjusted to straight-line any contractual tenant concessions (including free rent), rent increases and rent decreases from the lease&#8217;s inception through the balance of the lease term.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">STOCKHOLDERS&#8217; EQUITY</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">General</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Under the Second Articles of Amendment and Restatement of the Company, the total number of shares of capital stock authorized for issuance is </font><font style="font-family:inherit;font-size:10pt;">1,010,000,000</font><font style="font-family:inherit;font-size:10pt;"> shares, consisting of </font><font style="font-family:inherit;font-size:10pt;">1,000,000,000</font><font style="font-family:inherit;font-size:10pt;"> shares of common stock, </font><font style="font-family:inherit;font-size:10pt;">500,000,000</font><font style="font-family:inherit;font-size:10pt;"> of which are classified as shares of Class A common stock, and </font><font style="font-family:inherit;font-size:10pt;">10,000,000</font><font style="font-family:inherit;font-size:10pt;"> shares of preferred stock, each as defined by the Company&#8217;s Second Articles of Amendment and Restatement. On April 8, 2016, the Company classified and designated </font><font style="font-family:inherit;font-size:10pt;">500,000,000</font><font style="font-family:inherit;font-size:10pt;"> shares of its common stock as shares of Class T common stock.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The shares of common stock have a par value of </font><font style="font-family:inherit;font-size:10pt;">$0.01</font><font style="font-family:inherit;font-size:10pt;"> per share and entitle the holders to one vote per share on all matters upon which stockholders are entitled to vote, to receive dividends and other distributions as authorized by the board of directors in accordance with the Maryland General Corporation Law and to all rights of a stockholder pursuant to the Maryland General Corporation Law. The common stock has no preferences or preemptive, conversion or exchange rights. As of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2015</font><font style="font-family:inherit;font-size:10pt;">, the Company had issued </font><font style="font-family:inherit;font-size:10pt;">8,639,842</font><font style="font-family:inherit;font-size:10pt;"> shares of Class A common stock and </font><font style="font-family:inherit;font-size:10pt;">2,216,821</font><font style="font-family:inherit;font-size:10pt;"> shares of Class A common stock, respectively. As of </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">, there were no Class T shares issued and outstanding. </font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company is authorized to issue one or more classes or series of preferred stock. Prior to the issuance of such shares, the board of directors shall have the power from time to time to classify or reclassify, in one or more series, any unissued shares and designate the preferences, rights and privileges of such shares. As of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2015</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">June&#160;30, 2016</font><font style="font-family:inherit;font-size:10pt;">, no shares of the Company&#8217;s preferred stock were issued and outstanding.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Distribution Reinvestment Plan</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company has adopted a distribution reinvestment plan, as amended and restated (the &#8220;DRP&#8221;), through which common stockholders may elect to reinvest an amount equal to the cash distributions declared on their shares, excluding those distributions that the board of directors designates as ineligible for reinvestment through the DRP, in additional shares of the Company&#8217;s common stock in lieu of receiving cash distributions. Purchases pursuant to the DRP will be in the same class of shares as the shares for which such stockholder received the distributions that are being reinvested. Until the Company announces an estimated NAV per share, participants in the DRP will acquire shares of common stock at a price per share equal to </font><font style="font-family:inherit;font-size:10pt;">95%</font><font style="font-family:inherit;font-size:10pt;"> of the then-current offering price for shares in the primary portion of an offering (whether in the primary portion of the Private Offering, the Public Offering or a follow-on primary offering and ignoring any discounts that may be available to certain categories of purchasers) or </font><font style="font-family:inherit;font-size:10pt;">95%</font><font style="font-family:inherit;font-size:10pt;"> of the most recent offering price in a primary offering if there is no current offering. This DRP offering price was initially </font><font style="font-family:inherit;font-size:10pt;">$8.455</font><font style="font-family:inherit;font-size:10pt;"> per share of common stock and increased to </font><font style="font-family:inherit;font-size:10pt;">$8.598</font><font style="font-family:inherit;font-size:10pt;"> effective November 19, 2015, </font><font style="font-family:inherit;font-size:10pt;">$8.740</font><font style="font-family:inherit;font-size:10pt;"> effective December 3, 2015, </font><font style="font-family:inherit;font-size:10pt;">$8.835</font><font style="font-family:inherit;font-size:10pt;"> effective February 4, 2016 and </font><font style="font-family:inherit;font-size:10pt;">$8.930</font><font style="font-family:inherit;font-size:10pt;"> effective March 31, 2016, in accordance with the pricing schedule for the Private Offering. </font></div><div style="line-height:120%;padding-bottom:16px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Upon the commencement of the Public Offering on April 28, 2016, the DRP offering price increased to </font><font style="font-family:inherit;font-size:10pt;">$9.88</font><font style="font-family:inherit;font-size:10pt;"> per Class A share and </font><font style="font-family:inherit;font-size:10pt;">$9.50</font><font style="font-family:inherit;font-size:10pt;"> per Class T share. Once the Company has announced an estimated NAV per share, which the Company expects to occur no later than </font><font style="font-family:inherit;font-size:10pt;">150</font><font style="font-family:inherit;font-size:10pt;"> days after the second anniversary of the date on which the Company commences the Public Offering, participants in the DRP will acquire shares of common stock at a price equal to </font><font style="font-family:inherit;font-size:10pt;">95%</font><font style="font-family:inherit;font-size:10pt;"> of the estimated NAV per share of the Company&#8217;s common stock. The board of directors of the Company may amend or terminate the DRP for any reason upon </font><font style="font-family:inherit;font-size:10pt;">10</font><font style="font-family:inherit;font-size:10pt;"> days&#8217; notice to participants.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">SUBSEQUENT EVENTS</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company evaluates subsequent events up until the date the consolidated financial statements are issued. </font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Status of the Offering</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company commenced the Public Offering on April 28, 2016. As of August 8, 2016, the Company had not sold any Class A common stock in the Primary Offering. As of August 8, 2016, the Company had sold </font><font style="font-family:inherit;font-size:10pt;">38,412</font><font style="font-family:inherit;font-size:10pt;"> shares of Class A common stock for gross offering proceeds of </font><font style="font-family:inherit;font-size:10pt;">$379,515</font><font style="font-family:inherit;font-size:10pt;"> in the Public Offering pursuant to the DRP. As of August 8, 2016, the Company had sold </font><font style="font-family:inherit;font-size:10pt;">15,010</font><font style="font-family:inherit;font-size:10pt;"> shares of Class T common stock for gross offering proceeds of </font><font style="font-family:inherit;font-size:10pt;">$150,099</font><font style="font-family:inherit;font-size:10pt;"> in the Public Offering, including shares sold pursuant to the DRP. </font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Distributions and Stock Dividends</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:29px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On July 1, 2016, the Company paid cash distributions of </font><font style="font-family:inherit;font-size:10pt;">$355,044</font><font style="font-family:inherit;font-size:10pt;">, which related to Class A cash distributions declared for daily record dates for each day in the period from June 1, 2016 through June 30, 2016. On August 2, 2016, the Company paid cash distributions of </font><font style="font-family:inherit;font-size:10pt;">$368,003</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$99</font><font style="font-family:inherit;font-size:10pt;">, which related to Class A and Class T cash distributions declared for daily record dates for each day in the period from July 1, 2016 through July 31, 2016, respectively. </font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:29px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On July 6, 2016, the Company&#8217;s board of directors declared cash distributions on the outstanding shares of all classes of the Company&#8217;s common stock based on daily record dates for the period from August 1, 2016 through August 31, 2016, which the Company expects to pay in September 2016. On August 10, 2016, the Company&#8217;s board of directors declared cash distributions on the outstanding shares of all classes of the Company&#8217;s common stock based on daily record dates for the period from September 1, 2016 through September 30, 2016, which the Company expects to pay in October 2016, and the period from October 1, 2016 through October 31, 2016, which the Company expects to pay in November 2016. Investors may choose to receive cash distributions or purchase additional shares through the Company&#8217;s distribution reinvestment plan. Distributions for these periods will be calculated based on stockholders of record each day during these periods at a rate of (i) </font><font style="font-family:inherit;font-size:10pt;">$0.00136986</font><font style="font-family:inherit;font-size:10pt;">&#160;per share per day, reduced by (ii) the applicable daily class-specific stockholder servicing fees accrued for and allocable to any class of common stock, divided by the number of shares of common stock of such class outstanding as of the close of business on the respective record date.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:29px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On July 1, 2016, the Company issued </font><font style="font-family:inherit;font-size:10pt;">7,101</font><font style="font-family:inherit;font-size:10pt;"> shares of Class A common stock in connection with stock dividends declared for each share of common stock outstanding on June 30, 2016. On August 2, 2016, the Company issued </font><font style="font-family:inherit;font-size:10pt;">7,360</font><font style="font-family:inherit;font-size:10pt;"> shares of Class A common stock and </font><font style="font-family:inherit;font-size:10pt;">13</font><font style="font-family:inherit;font-size:10pt;"> shares of Class T common stock in connection with Class A and Class T stock dividends declared for each share of common stock outstanding on July 31, 2016.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:29px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On July 6, 2016, the Company&#8217;s board of directors declared stock dividends of </font><font style="font-family:inherit;font-size:10pt;">0.00084932</font><font style="font-family:inherit;font-size:10pt;"> shares of common stock on each outstanding share of common stock to all stockholders of record as of the close of business on August 31, 2016, which the Company expects to issue in September 2016. On August 10, 2016, the Company&#8217;s board of directors declared stock dividends of </font><font style="font-family:inherit;font-size:10pt;">0.00082192</font><font style="font-family:inherit;font-size:10pt;"> shares and </font><font style="font-family:inherit;font-size:10pt;">0.00084932</font><font style="font-family:inherit;font-size:10pt;"> shares of common stock on each outstanding share of common stock to all stockholders of record as of the close of business on September 30, 2016 and October 31, 2016, respectively, which the Company expects to issue in October 2016 and November 2016, respectively. Stock dividends are issued in the same class of shares as the shares for which such stockholder received the stock dividend.</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Commonwealth Building Property Co-Management Agreement</font></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On July 18, 2016, the Company entered a property management agreement (the &#8220;Commonwealth Property Management Agreement&#8221;) with the Co-Manager in connection with the Commonwealth Building. Pursuant to the Commonwealth Property Management Agreement, the Co-Manager will provide certain management services related to the Commonwealth Building in addition to those provided by the third-party property manager. In exchange for these services, the Company will pay the Co-Manager a monthly fee equal to </font><font style="font-family:inherit;font-size:10pt;">1.25%</font><font style="font-family:inherit;font-size:10pt;"> of the rent, payable and actually collected for the month, from the Commonwealth Building. The Co-Manager will generally be responsible for all expenses it incurs in rendering services pursuant to the Commonwealth Property Management Agreement. The effective date of the Commonwealth Property Management Agreement was July 1, 2016 and the initial term of the agreement is for one year and will be deemed renewed for successive one year periods provided it is not terminated. Each party may terminate the Commonwealth Property Management Agreement without cause on </font><font style="font-family:inherit;font-size:10pt;">30</font><font style="font-family:inherit;font-size:10pt;"> days&#8217; written notice to the other party and each party may terminate the agreement for cause on </font><font style="font-family:inherit;font-size:10pt;">five</font><font style="font-family:inherit;font-size:10pt;"> days&#8217; written notice to the other party upon the occurrence of certain events as detailed in the agreement.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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.</font></div></div> EX-101.SCH 13 kbsgi-20160630.xsd XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2110100 - Disclosure - COMMITMENTS AND CONTINGENCIES link:presentationLink link:calculationLink link:definitionLink 1001000 - Statement - CONSOLIDATED BALANCE SHEETS link:presentationLink link:calculationLink link:definitionLink 1001501 - Statement - CONSOLIDATED BALANCE SHEETS (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 1005000 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS link:presentationLink link:calculationLink link:definitionLink 1002000 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS link:presentationLink link:calculationLink link:definitionLink 1004000 - Statement - CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY link:presentationLink link:calculationLink link:definitionLink 0001000 - Document - Document and Entity Information link:presentationLink link:calculationLink link:definitionLink 2107100 - Disclosure - FAIR VALUE DISCLOSURES link:presentationLink link:calculationLink link:definitionLink 2407402 - Disclosure - FAIR VALUE DISCLOSURES (Details) link:presentationLink link:calculationLink link:definitionLink 2307301 - Disclosure - FAIR VALUE DISCLOSURES (Tables) link:presentationLink link:calculationLink link:definitionLink 2106100 - Disclosure - NOTES PAYABLE link:presentationLink link:calculationLink link:definitionLink 2406402 - Disclosure - NOTES PAYABLE (Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 2406404 - Disclosure - NOTES PAYABLE (Recent Finncing) (Details) link:presentationLink link:calculationLink link:definitionLink 2406403 - Disclosure - NOTES PAYABLE (Schedule of Long-term Debt Instruments) (Details) link:presentationLink link:calculationLink link:definitionLink 2306301 - Disclosure - NOTES PAYABLE (Tables) link:presentationLink link:calculationLink link:definitionLink 2101100 - Disclosure - ORGANIZATION link:presentationLink link:calculationLink link:definitionLink 2401401 - Disclosure - ORGANIZATION ORGANIZATION (Details) link:presentationLink link:calculationLink link:definitionLink 2104100 - Disclosure - REAL ESTATE link:presentationLink link:calculationLink link:definitionLink 2404404 - Disclosure - REAL ESTATE (Assets Concentration Risk) (Details) link:presentationLink link:calculationLink link:definitionLink 2404407 - Disclosure - REAL ESTATE (Concentration Risk) (Details) link:presentationLink link:calculationLink link:definitionLink 2404406 - Disclosure - REAL ESTATE (Future Minimum Rental Income) (Details) link:presentationLink link:calculationLink link:definitionLink 2404408 - Disclosure - REAL ESTATE (Highest Tenant Industry Concentrations- Grater than 10% of Annual Base Rent) (Details) link:presentationLink link:calculationLink link:definitionLink 2404402 - Disclosure - REAL ESTATE (Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 2404405 - Disclosure - REAL ESTATE (Operating Leases) (Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 2404409 - Disclosure - REAL ESTATE (Recent Acquisitions) (Details) link:presentationLink link:calculationLink link:definitionLink 2404403 - Disclosure - REAL ESTATE (Schedule of Real Estate Investments) (Details) link:presentationLink link:calculationLink link:definitionLink 2304301 - Disclosure - REAL ESTATE (Tables) link:presentationLink link:calculationLink link:definitionLink 2108100 - Disclosure - RELATED PARTY TRANSACTIONS link:presentationLink link:calculationLink link:definitionLink 2408403 - Disclosure - RELATED PARTY TRANSACTIONS (Real Estate Property Co-Management Agreement) (Details) link:presentationLink link:calculationLink link:definitionLink 2408402 - Disclosure - RELATED PARTY TRANSACTIONS (Related-party Costs) (Details) link:presentationLink link:calculationLink link:definitionLink 2308301 - Disclosure - RELATED PARTY TRANSACTIONS (Tables) link:presentationLink link:calculationLink link:definitionLink 2103100 - Disclosure - STOCKHOLDERS’ EQUITY link:presentationLink link:calculationLink link:definitionLink 2403401 - Disclosure - STOCKHOLDERS’ EQUITY (Details) link:presentationLink link:calculationLink link:definitionLink 2111100 - Disclosure - SUBSEQUENT EVENTS link:presentationLink link:calculationLink link:definitionLink 2411404 - Disclosure - SUBSEQUENT EVENTS (Co-Management Agreement) (Details) link:presentationLink link:calculationLink link:definitionLink 2411402 - Disclosure - SUBSEQUENT EVENTS (Distributions and Stock Dividends) (Details) link:presentationLink link:calculationLink link:definitionLink 2411401 - Disclosure - SUBSEQUENT EVENTS (Status Offering) (Details) link:presentationLink link:calculationLink link:definitionLink 2102100 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES link:presentationLink link:calculationLink link:definitionLink 2402407 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Acquisition and Origination Fees) (Details) link:presentationLink link:calculationLink link:definitionLink 2402409 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Asset Management Fee) (Details) link:presentationLink link:calculationLink link:definitionLink 2402410 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Disposition Fee) (Details) link:presentationLink link:calculationLink link:definitionLink 2402406 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Organization and Offering Costs) (Details) link:presentationLink link:calculationLink link:definitionLink 2402414 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Per Share Data) (Details) link:presentationLink link:calculationLink link:definitionLink 2202201 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) link:presentationLink link:calculationLink link:definitionLink 2402404 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Redeemable Common Stock) (Details) link:presentationLink link:calculationLink link:definitionLink 2402405 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Selling Commissions and Dealer Manager Fees) (Details) link:presentationLink link:calculationLink link:definitionLink 2402413 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Stock Dividends) (Details) link:presentationLink link:calculationLink link:definitionLink 2402408 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Stockholder Servicing Fee) (Details) link:presentationLink link:calculationLink link:definitionLink 2402412 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Subordinated Incentive Fee) (Details) link:presentationLink link:calculationLink link:definitionLink 2402411 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Subordinated Participation in Net Cash Flows) (Details) link:presentationLink link:calculationLink link:definitionLink 2302302 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) link:presentationLink link:calculationLink link:definitionLink 2402403 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Useful Life) (Details) link:presentationLink link:calculationLink link:definitionLink 2105100 - Disclosure - TENANT ORIGINATION AND ABSORPTION COSTS, ABOVE-MARKET LEASE ASSETS AND BELOW-MARKET LEASE LIABILITIES link:presentationLink link:calculationLink link:definitionLink 2405402 - Disclosure - TENANT ORIGINATION AND ABSORPTION COSTS, ABOVE-MARKET LEASE ASSETS AND BELOW-MARKET LEASE LIABILITIES (Details) link:presentationLink link:calculationLink link:definitionLink 2405403 - Disclosure - TENANT ORIGINATION AND ABSORPTION COSTS, ABOVE-MARKET LEASE ASSETS AND BELOW-MARKET LEASE LIABILITIES (Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 2305301 - Disclosure - TENANT ORIGINATION AND ABSORPTION COSTS, ABOVE-MARKET LEASE ASSETS AND BELOW-MARKET LEASE LIABILITIES (Tables) link:presentationLink link:calculationLink link:definitionLink 2109100 - Disclosure - UNAUDITED PRO FORMA FINANCIAL INFORMATION link:presentationLink link:calculationLink link:definitionLink 2409402 - Disclosure - UNAUDITED PRO FORMA FINANCIAL INFORMATION (Details) link:presentationLink link:calculationLink link:definitionLink 2309301 - Disclosure - UNAUDITED PRO FORMA FINANCIAL INFORMATION (Tables) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 14 kbsgi-20160630_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT EX-101.DEF 15 kbsgi-20160630_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT EX-101.LAB 16 kbsgi-20160630_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT Subsequent Events [Abstract] SUBSEQUENT EVENTS Subsequent Events [Text Block] Accounting Policies [Abstract] Summary of Significant Accounting Policies [Table] Summary of Significant Accounting Policies [Table] Summary of Significant Accounting Policies [Table] Legal Entity [Axis] Legal Entity [Axis] Entity [Domain] Entity [Domain] KBS Capital Advisors LLC [Member] KBS Capital Advisors LLC [Member] KBS Capital Advisors LLC [Member] Summary of Significant Accounting Policies [Line Items] Summary of Significant Accounting Policies [Line Items] [Line Items] for Summary of Significant Accounting Policies [Table] Aggregate distributions, noncompounded return on gross investment, percent Aggregate Distributions, Noncompounded return on Gross Investment, Percent Aggregate Distributions, Noncompounded return on Gross Investment, Percent Subordinated incentive merger fee to related party, percent Subordinated Incentive Merger Fee to Related Party, Percent Subordinated Incentive Merger Fee to Related Party, Percent Dealer Manager [Member] Dealer Manager [Member] Dealer Manager [Member] Class of Stock [Axis] Class of Stock [Axis] Class of Stock [Domain] Class of Stock [Domain] Class T [Member] Common Class T [Member] Common Class T [Member] Annual stockholder servicing fee as percent of purchase price per share paid to dealer manager Annual Stockholder Servicing Fee as Percent of Purchase Price per Share Paid to Dealer Manager Annual Stockholder Servicing Fee as Percent of Purchase Price per Share Paid to Dealer Manager Percent of dealer manager reallows of sales commissions earned to participating broker-dealer Percent of Dealer Manager Reallows of Sales Commissions Earned to Participating Broker-Dealer Percent of Dealer Manager Reallows of Sales Commissions Earned to Participating Broker-Dealer Primary offering gross proceeds percent of underwriting compensation Primary Offering Gross Proceeds Percent of Underwriting Compensation Primary Offering Gross Proceeds Percent of Underwriting Compensation Real Estate [Abstract] REAL ESTATE Real Estate Disclosure [Text Block] Tenant Origination and Absorption Costs, Above-Market Lease Assets and Below-Market Lease Liabilities [Abstract] Tenant Origination and Absorption Costs, Above-Market Lease Assets and Below-Market Lease Liabilities [Abstract] Tenant Origination And Absorption Costs, Cost Tenant Origination And Absorption Costs, Gross Represents the net amount of tenant origination and absorption costs. Origination costs include estimates of costs avoided associated with leasing the property, including tenant allowance and improvements and leasing commissions. Absorption costs relate to the value of opportunity costs calculated using the contractual amounts paid pursuant to in-place leases over market absorption period for a similar lease. Tenant Origination and Absorption Costs, Accumulated Amortization Tenant Origination and Absorption Costs, Accumulated Amortization Tenant origination and absorption costs, accumulated Amortization Tenant Origination and Absorption Costs, Net Amount Tenant Origination and Absorption Costs, Net Tenant origination and absorption costs, net. Below-Market Lease Liabilities, Cost Below Market Lease, Gross Below-Market Lease Liabilities, Accumulated Amortization Below Market Lease, Accumulated Amortization Below-Market Lease Liabilities, Net Amount Below Market Lease, Net Statement of Financial Position [Abstract] Statement [Table] Statement [Table] Class A [Member] Common Class A [Member] Statement [Line Items] Statement [Line Items] Preferred stock, par value (in dollars per share) Preferred Stock, Par or Stated Value Per Share Preferred stock, shares authorized Preferred Stock, Shares Authorized Preferred stock, shares issued Preferred Stock, Shares Issued Preferred stock, shares outstanding Preferred Stock, Shares Outstanding Common stock, par value (in dollars per share) Common Stock, Par or Stated Value Per Share Common stock, shares authorized Common Stock, Shares Authorized Common stock, shares issued Common Stock, Shares, Issued Common stock, shares outstanding Common Stock, Shares, Outstanding Notes Payable [Abstract] Schedule of Long-term Debt Instruments [Table] Schedule of Long-term Debt Instruments [Table] Debt Instrument [Axis] Debt Instrument [Axis] Debt Instrument, Name [Domain] Debt Instrument, Name [Domain] Von Karman Tech Center Mortgage Loan [Member] Von Karman Tech Center Mortgage Loan [Member] Von Karman Tech Center Mortgage Loan [Member] Commonwealth Building Mortgage Loan [Member] Commonwealth Building Mortgage Loan [Member] Commonwealth Building Mortgage Loan [Member] Long-term Debt, Type [Axis] Long-term Debt, Type [Axis] Long-term Debt, Type [Domain] Long-term Debt, Type [Domain] Mortgage [Member] Mortgages [Member] Variable Rate [Axis] Variable Rate [Axis] Variable Rate [Domain] Variable Rate [Domain] One-month LIBOR [Member] One-month London Interbank Offered Rate (LIBOR) [Member] One-month London Interbank Offered Rate (LIBOR) [Member] Subsequent Event Type [Axis] Subsequent Event Type [Axis] Subsequent Event Type [Domain] Subsequent Event Type [Domain] Subsequent Event [Member] Subsequent Event [Member] Debt Instrument [Line Items] Debt Instrument [Line Items] Notes payable principal outstanding Long-term Debt, Gross Deferred financing costs, net Debt Issuance Costs, Net Notes payable, net Long-term Debt Basis Spread on Variable Rate Debt Instrument, Basis Spread on Variable Rate Effective Interest Rate Debt Instrument, Interest Rate, Effective Percentage Maturity Date Debt Instrument, Maturity Date Extinguishment of debt, amount Extinguishment of Debt, Amount Statement of Stockholders' Equity [Abstract] Equity Components [Axis] Equity Components [Axis] Equity Component [Domain] Equity Component [Domain] Common Stock [Member] Common Stock [Member] Additional Paid-in Capital [Member] Additional Paid-in Capital [Member] Cumulative Distributions and Net Losses [Member] Accumulated Distributions in Excess of Net Income [Member] Increase (Decrease) in Stockholders' Equity [Roll Forward] Increase (Decrease) in Stockholders' Equity [Roll Forward] Balance, shares Balance, value Stockholders' Equity Attributable to Parent Net loss Net Income (Loss) Attributable to Parent Issuance of common stock, shares Stock Issued During Period, Shares, New Issues Issuance of common stock, value Stock Issued During Period, Value, New Issues Transfers to redeemable common stock Adjustments To Additional Paid In Capital Transfers To Redeemable Common Stock Transfers of common stock to redeemable common shares that are contingently redeemable at the option of the holder. Stock dividends issued, shares Common Stock Dividends, Shares Stock dividends issued, value Stock Issued During Period, Value, Stock Dividend Distributions declared Dividends, Common Stock Commissions on stock sales and related dealer manager fees to affiliate Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs Other offering costs Adjustments to Additional Paid in Capital, Other Balance, value Balance, shares Equity [Abstract] Schedule of Stock by Class [Table] Schedule of Stock by Class [Table] Class of Stock [Line Items] Class of Stock [Line Items] Total shares authorized by entity Shares Authorized by Entity Shares Authorized by Entity Dividend reinvestment plan, price per share as percent of than-current offering price for share Dividend Reinvestment Plan, Price per Share as Percent of than-Current Offering Price for Share Dividend Reinvestment Plan, Price per Share as Percent of than-Current Offering Price for Share Dividend reinvestment plan, price per share as percent of most recent offering price Dividend Reinvestment Plan, Price per Share Issued as Percent of Most Recent Offering Price Dividend Reinvestment Plan, Price per Share Issued as Percent of Most Recent Offering Price Dividend reinvestment plan, initial purchase price per share Dividend Reinvestment Plan, Initial Purchase Price Per Share Dividend Reinvestment Plan, Initial Purchase Price Per Share Dividend reinvestment plan, purchase price per share Dividend Reinvestment Plan, Purchase price per Share Dividend Reinvestment Plan, Purchase price per Share Dividend reinvestment plan, offering price per share Dividend Reinvestment Plan, Offering Price per Share Dividend Reinvestment Plan, Offering Price per Share Dividend reinvestment plan, period estimating net assets value per share Dividend Reinvestment Plan, Period Estimating Net Assets Value per Share Dividend Reinvestment Plan, Period Estimating Net Assets Value per Share Dividend reinvestment plan, price per share as percent of NAValue per share Dividend Reinvestment Plan, Price per Share as Percent of Net Assets Value per Share Dividend Reinvestment Plan, Price per Share as Percent of Net Assets Value per Share Dividend reinvestment plan, termination period Dividend Reinvestment Plan, Termination Period Dividend Reinvestment Plan, Termination Period Subsequent Event [Table] Subsequent Event [Table] Related Party Transaction [Axis] Related Party Transaction [Axis] Related Party Transaction [Domain] Related Party Transaction [Domain] Commonwealth Property Management Agreement [Member] Commonwealth Property Management Agreement [Member] Commonwealth Property Management Agreement [Member] Subsequent Event [Line Items] Subsequent Event [Line Items] Co-Manager monthly fee, percent Co-Manager Monthly Fee, Percent Co-Manager Monthly Fee, Percent Period of termination notice Property Management Agreement, Period of Termination Notice Property Management Agreement, Period of Termination Notice Period of termination notice with cause Property Management Agreement, Period of Termination Notice with Cause Property Management Agreement, Period of Termination Notice with Cause Fair Value Disclosures [Abstract] Schedule of Face Value, Carrying Amounts and Fair Value Fair Value, by Balance Sheet Grouping [Table Text Block] Income Statement [Abstract] Revenues: Revenues [Abstract] Rental income Operating Leases, Income Statement, Lease Revenue Tenant reimbursements Tenant Reimbursements Other operating income Other Real Estate Revenue Total revenues Revenues Expenses: Costs and Expenses [Abstract] Operating, maintenance, and management Cost of Real Estate Revenue Property management fees and expenses to affiliate Owned Property Management Costs Real estate taxes and insurance Real Estate Taxes and Insurance Asset management fees to affiliate Asset Management Costs Real estate acquisition fees to affiliate Related Party Transaction, Amounts of Transaction Real estate acquisition fees and expenses Business Combination, Acquisition Related Costs General and administrative expenses General and Administrative Expense Depreciation and amortization Depreciation, Depletion and Amortization Interest expense Interest Expense Total expenses Costs and Expenses Other income: Component of Operating Income [Abstract] Interest income Investment Income, Interest Total other income Other Income Net loss Net loss per common share, basic and diluted (in dollars per share) Earnings Per Share, Basic and Diluted Weighted-average number of common shares outstanding, basic and diluted (in shares) Weighted Average Number of Shares Outstanding, Basic and Diluted Subordinated incentive listing fee to related party, percent Subordinated Incentive Listing Fee to Related Party, Percent Subordinated Incentive Listing Fee to Related Party, Percent Incentive fee as percent of operating cash flow Incentive Fee as Percent of Operating Cash Flow Incentive Fee as Percent of Operating Cash Flow Distributions paid from operating cash flow in excess of a cumulative, noncompounded, annual return, percent Distributions Paid from Operating Cash Flow in Excess of Cumulative, Noncompounded, Annual Return, Percent Distributions Paid from Operating Cash Flow in Excess of Cumulative, Noncompounded, Annual Return, Percent Sale of Stock [Axis] Sale of Stock [Axis] Sale of Stock [Domain] Sale of Stock [Domain] IPO [Member] IPO [Member] Range [Axis] Range [Axis] Range [Domain] Range [Domain] Minimum [Member] Minimum [Member] Maximum [Member] Maximum [Member] Reimbursable offering costs determination, gross offering costs, percentage Reimbursable Offering Costs Determination, Gross Offering Costs, Percentage Reimbursable offering costs determination, gross offering costs, percentage. Reimbursed offering costs determination, gross offering costs, percentage Reimbursed Offering Costs Determination, Gross Offering Costs, Percentage Reimbursed offering costs determination, gross offering costs, percentage Public Placement [Member] Public Placement [Member] Public Placement [Member] Acquisition advisory fee, percent Acquisition Advisory Fee, Percent Acquisition advisory fee, percent of cost of investments acquired, including any acquisition expenses and any debt attributable to such investments Business Acquisition, Pro Forma Information [Abstract] UNAUDITED PRO FORMA FINANCIAL INFORMATION Pro Forma Financial Information [Text Block] Business Acquisition, Pro Forma Financial Information [Text Block] Basis of Presentation Basis of Accounting, Policy [Policy Text Block] Principles of Consolidation Consolidation, Policy [Policy Text Block] Use of Estimates Use of Estimates, Policy [Policy Text Block] Revenue Recognition, Real Estate Revenue Recognition, Real Estate Transactions, Policy [Policy Text Block] Revenue Recognition, Cash and Cash Equivalents Revenue Recognition, Cash and Cash Equivalents Policy [Policy Text Block] Revenue Recognition, Cash and Cash Equivalents Policy [Policy Text Block] Real Estate, Depreciation and Amortization Depreciation, Depletion, and Amortization [Policy Text Block] Real Estate, Real Estate Acquisition Valuation Business Combinations Policy [Policy Text Block] Real Estate, Impairments of Real Estate and Related Intangible Assets and Liabilities Real Estate, Impairments of Real Estate and Related Intangible Assets and Liabilities Policy [Policy Text Block] Real Estate, Impairments of Real Estate and Related Intangible Assets and Liabilities Policy [Policy Text Block] Cash and Cash Equivalents Cash and Cash Equivalents, Policy [Policy Text Block] Deferred Financing Costs Debt, Policy [Policy Text Block] Fair Value Measurements Fair Value Measurement, Policy [Policy Text Block] Redeemable Common Stock Redeemable Common Stock Policy [Policy Text Block] Redeemable Common Stock Policy [Policy Text Block] Related Party Transactions Related Party Transactions Policy [Policy Text Block] Related Party Transactions Policy [Policy Text Block] Related Party Transactions, Selling Commissions and Dealer Manager Fees Related Party Transactions, Selling Commissions and Dealer Manager Fees Policy [Policy Text Block] Related Party Transactions, Selling Commissions and Dealer Manager Fees Policy [Policy Text Block] Related Party Transactions, Organization and Offering Costs Related Party Transactions, Organization and Offering Costs Policy [Policy Text Block] Related Party Transactions, Organization and Offering Costs Policy [Policy Text Block] Related Party Transactions, Acquisition and Origination Fees Related Party Transactions, Acquisition and Origination Fees Policy [Policy Text Block] Related Party Transactions, Acquisition and Origination Fees Policy [Policy Text Block] Related Party Transactions, Acquisition and Origination Expenses Policy Related Party Transactions, Acquisition and Origination Expenses Policy [Policy Text Block] Related Party Transactions, Acquisition and Origination Expenses Policy [Policy Text Block] Related Party Transactions, Stockholder Servicing Fee Related Party Transactions, Stockholder Servicing Fee Policy [Policy Text Block] Related Party Transactions, Stockholder Servicing Fee Policy [Policy Text Block] Related Party Transactions, Asset Management Fee Related Party Transactions, Asset Management Fee Policy [Policy Text Block] Related Party Transactions, Asset Management Fee Policy [Policy Text Block] Related Party Transactions, Property Management Fee Related Party Transactions, Property Management Fee Policy [Policy Text Block] Related Party Transactions, Property Management Fee Policy [Policy Text Block] Related Party Transactions, Disposition Fee Related Party Transactions, Disposition Fee Policy [Policy Text Block] Related Party Transactions, Disposition Fee Policy [Policy Text Block] Related Party Transactions, Subordinated Participation in Net Cash Flows Related Party Transactions, Subordinated Participation in Net Cash Flows Policy [Policy Text Block] Related Party Transactions, Subordinated Participation in Net Cash Flows Policy [Policy Text Block] Related Party Transactions, Subordinated Incentive Listing Fee Related Party Transactions, Subordinated Incentive Listing Fee Policy [Policy Text Block] Related Party Transactions, Subordinated Incentive Listing Fee Policy [Policy Text Block] Related Party Transactions, Advance from the Advisor Related Party Transactions, Advance from the Advisor Policy [Policy Text Block] Related Party Transactions, Advance from the Advisor Policy [Policy Text Block] Related Party Transactions, Reimbursement of Operating Expenses Related Party Transactions, Reimbursement of Operating Expenses Policy [Policy Text Block] Related Party Transactions, Reimbursement of Operating Expenses Policy [Policy Text Block] Income Taxes Income Tax, Policy [Policy Text Block] Per Share Data Earnings Per Share, Policy [Policy Text Block] Square Footage, Occupancy and Other Measures Square Footage, Occupancy and Other Measures Policy [Policy Text Block] Square Footage, Occupancy and Other Measures Policy [Policy Text Block] Recently Issued Accounting Standards Updates New Accounting Pronouncements, Policy [Policy Text Block] Assets Assets [Abstract] Real estate: Real Estate Investment Property, Net [Abstract] Land Land Building and improvements Investment Building and Building Improvements Tenant origination and absorption costs Total real estate, cost Real Estate Investment Property, at Cost Less accumulated depreciation and amortization Real Estate Investment Property, Accumulated Depreciation Total real estate, net Real Estate Investment Property, Net Cash and cash equivalents Cash and Cash Equivalents, at Carrying Value Rent and other receivables Accounts Receivable, Net Due from affiliate Due from Related Parties Prepaid expenses and other assets, net Prepaid Expense and Other Assets Total assets Assets Liabilities and stockholders’ equity Liabilities and Equity [Abstract] Notes payable, net Notes Payable Accounts payable and accrued liabilities Accounts Payable and Accrued Liabilities Due to affiliates Due to Related Parties Distributions payable Dividends Payable Below-market leases, net Other liabilities Other Liabilities Total liabilities Liabilities Commitments and contingencies (Note 10) Commitments and Contingencies Redeemable common stock Temporary Equity, Carrying Amount, Attributable to Parent Stockholders’ equity Stockholders' Equity Attributable to Parent [Abstract] Preferred stock, $.01 par value; 10,000,000 shares authorized, no shares issued and outstanding Preferred Stock, Value, Issued Common stock Common Stock, Value, Issued Additional paid-in capital Additional Paid in Capital Cumulative distributions and net losses Accumulated Distributions in Excess of Net Income Total stockholders’ equity Total liabilities and stockholders’ equity Liabilities and Equity Commitments and Contingencies Disclosure [Abstract] COMMITMENTS AND CONTINGENCIES Commitments and Contingencies Disclosure [Text Block] Schedule of Business Acquisitions, by Acquisition [Table] Schedule of Business Acquisitions, by Acquisition [Table] Business Acquisition [Axis] Business Acquisition [Axis] Business Acquisition, Acquiree [Domain] Business Acquisition, Acquiree [Domain] Commonwealth Building [Member] Commonwealth Building [Member] Commonwealth Building [Member] Business Acquisition [Line Items] Business Acquisition [Line Items] Revenues Business Acquisition, Pro Forma Revenue Depreciation and amortization Business Acquisition, Pro Forma Depreciation and Amortization Business acquisition, pro forma depreciation and amortization. Net loss Business Acquisition, Pro Forma Net Income (Loss) Acquisition related costs Business Combination, Acquisition Related Costs, Related Party Business Combination, Acquisition Related Costs, Related Party Related Party Transactions [Abstract] Schedule of Related Party Transactions, by Related Party [Table] Schedule of Related Party Transactions, by Related Party [Table] Related Party [Axis] Related Party [Axis] Related Party [Domain] Related Party [Domain] Von Karman [Member] Von Karman [Member] Von Karman [Member] Related Party Transaction [Line Items] Related Party Transaction [Line Items] Monthly fee as percent of total rent Monthly Fee as Percent of Total Rent Monthly Fee as Percent of Total Rent Initial term of management agreements Initial Term of Management Agreements Initial Term of Management Agreements Successive periods, renewal Successive Periods, Renewal Successive Periods, Renewal Concentration Risk [Table] Concentration Risk [Table] Concentration Risk Type [Axis] Concentration Risk Type [Axis] Concentration Risk Type [Domain] Concentration Risk Type [Domain] Industry - Professional, Scientific and Legal [Member] Industry - Professional, Scientific and Legal [Member] Industry - Professional, Scientific and Legal [Member] Industry - Information [Member] Industry - Information [Member] Industry - Information [Member] Industry - Computer System Design & Programming [Member] Industry - Computer System Design & Programming [Member] Industry - Computer System Design & Programming [Member] Concentration Risk [Line Items] Concentration Risk [Line Items] Number of Tenants Number of Tenants Number of tenants. Annualized Base Rent Annualized Base Rent Annualized base rent. Percentage of Annualized Base Rent Concentration Risk, Percentage Business Acquisition, Pro Forma Information Business Acquisition, Pro Forma Information [Table Text Block] Mortgages [Member] Credit Facility [Axis] Credit Facility [Axis] Credit Facility [Domain] Credit Facility [Domain] Secured Debt [Member] Secured Debt [Member] Maximum borrowing capacity Line of Credit Facility, Current Borrowing Capacity Amount outstanding Long-term Line of Credit Remaining borrowing capacity Line of Credit Facility, Remaining Borrowing Capacity Number of extensions Debt Instrument, Number of Extensions Debt Instrument, Number of Extensions Extension period Debt Instrument, Extension Period Debt Instrument, Extension Period Basis spread on variable rate July 1, 2016 through December 31, 2016 Operating Leases, Future Minimum Payments Receivable, Remainder of Fiscal Year 2017 Operating Leases, Future Minimum Payments Receivable, in Two Years 2018 Operating Leases, Future Minimum Payments Receivable, in Three Years 2019 Operating Leases, Future Minimum Payments Receivable, in Four Years 2020 Operating Leases, Future Minimum Payments Receivable, in Five Years Thereafter Operating Leases, Future Minimum Payments Receivable, Thereafter Future minimum rental income Operating Leases, Future Minimum Payments Receivable Schedule of Real Estate Properties [Table] Schedule of Real Estate Properties [Table] Real Estate Property Ownership [Axis] Real Estate Property Ownership [Axis] Real Estate Properties [Domain] Real Estate Properties [Domain] Office Building [Member] Office Building [Member] Real Estate Properties [Line Items] Real Estate Properties [Line Items] Number of real estate properties Number of Real Estate Properties Rentable Square Feet Area of Real Estate Property Occupancy Percentage of Real Estate Portfolio Occupied Percentage of real estate portfolio occupied. STOCKHOLDERS’ EQUITY Stockholders' Equity Note Disclosure [Text Block] Property, Plant and Equipment [Table] Property, Plant and Equipment [Table] Property, Plant and Equipment, Type [Axis] Property, Plant and Equipment, Type [Axis] Property, Plant and Equipment, Type [Domain] Property, Plant and Equipment, Type [Domain] Building [Member] Building [Member] Building Improvements [Member] Building Improvements [Member] Tenant Improvements [Member] Tenant Improvements [Member] Tenant Improvements [Member] Tenant Origination and Absorption Costs [Member] Tenant Origination and Absorption Costs [Member] Tenant Origination and Absorption Costs [Member] Property, Plant and Equipment [Line Items] Property, Plant and Equipment [Line Items] Useful lives Property, Plant and Equipment, Useful Life Useful lives Property, Plant and Equipment, Estimated Useful Lives Share Repurchase Program [Axis] Share Repurchase Program [Axis] Share Repurchase Program [Domain] Share Repurchase Program [Domain] Amendment of Share Redemption Program [Member] Amendment of Share Redemption Program [Member] Amendment of Share Redemption Program [Member] Holding requirement Holding Requirement Holding Requirement Percentage of weighted-average shares outstanding available for redemption during any calendar year Percentage of Weighted-Average Shares Outstanding Available for Redemption During Any Calendar Year Percentage of weighted-average shares outstanding available for redemption during any calendar year. Redemption price percentage of most recent estimated value per share Redemption Price Percentage of Most Recent Estimated Value Per Share Redemption price percentage of most recent estimated value per share. Estimated value per share of company's common stock Estimated Value Per Share of Company's Common Stock Estimated value per share of company's common stock. Share redemption program, termination period Share redemption program, termination period Share redemption program, termination period Period of increase or decrease of funding available for redemption Period of Increase or Decrease of Funding Available for Redemption Period of Increase or Decrease of Funding Available for Redemption Von Karman Tech Center [Member] Von Karman Tech Center [Member] Von Karman Tech Center [Member] Concentration Risk Benchmark [Axis] Concentration Risk Benchmark [Axis] Concentration Risk Benchmark [Domain] Concentration Risk Benchmark [Domain] Assets, Total [Member] Assets, Total [Member] Total Real Estate, Net Percentage of Total Assets Average Annualized Base Rent per sq. ft. Average Annualized Base Rent Per Square Foot Average annualized base rent per square foot. Fair Value, by Balance Sheet Grouping [Table] Fair Value, by Balance Sheet Grouping [Table] Fair Value, by Balance Sheet Grouping, Disclosure Item Amounts [Axis] Measurement Basis [Axis] Fair Value, Disclosure Item Amounts [Domain] Fair Value Measurement [Domain] Portion at Fair Value Measurement [Member] Portion at Fair Value Measurement [Member] Carrying Amount [Member] Reported Value Measurement [Member] Fair Value [Member] Estimate of Fair Value Measurement [Member] Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] Notes and bond payable, Face Value Debt Instrument, Face Amount Notes and bond payable, Value Debt Instrument, Fair Value Disclosure Schedule of Property, Plant and Equipment Property, Plant and Equipment [Table Text Block] Schedule of Dividends Declared Dividends Declared [Table Text Block] SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Significant Accounting Policies [Text Block] Nature of Expense [Axis] Nature of Expense [Axis] Interim Period, Costs Not Allocable [Domain] Interim Period, Costs Not Allocable [Domain] Cost of Investments [Member] Cost of Investments [Member] Cost of Investments [Member] Property management fee, percent fee Property Management Fee, Percent Fee Monthly management fee, percent of cost of investment less debt secured by investments Monthly Management Fee, Percent of Cost of Investment Less Debt Secured by Investments Monthly Management Fee, Percent of Cost of Investment Less Debt Secured by Investments Organization, Consolidation and Presentation of Financial Statements [Abstract] ORGANIZATION Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] FAIR VALUE DISCLOSURES Fair Value Disclosures [Text Block] Schedule of Earnings Per Share, Basic, by Common Class, Including Two Class Method [Table] Schedule of Earnings Per Share, Basic, by Common Class, Including Two Class Method [Table] Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] Distributions declared per share Common Stock, Dividends, Per Share, Declared Distribution rate per share per day, declared Common Share, Distribution Rate Per Share Per Day, Declared Common share, distribution rate per share per day, declared. Common stock dividends, shares, ratio Common Stock Dividends, Shares, Ratio Common Stock Dividends, Shares, Ratio Real Estate, Type of Property [Axis] Real Estate, Type of Property [Axis] Real Estate [Domain] Real Estate [Domain] Land [Member] Land [Member] Building and Building Improvements [Member] Building and Building Improvements [Member] Weighted Average [Member] Weighted Average [Member] Finite-Lived Intangible Assets by Major Class [Axis] Finite-Lived Intangible Assets by Major Class [Axis] Finite-Lived Intangible Assets, Major Class Name [Domain] Finite-Lived Intangible Assets, Major Class Name [Domain] Below-Market Lease Liabilities [Member] Below-Market Lease Liabilities [Member] Below-Market Lease Liabilities [Member] Number of real estate properties acquired Number Of Real Estate Properties Acquired Number of real estate properties acquired. Net rentable area Net Rentable Area Area of land Area of Land Purchase price Business Combination, Consideration Transferred Closing credits Business Combination, Closing Credits Business Combination, Closing Credits Total real estate, cost Off-market lease Off-market Lease, Unfavorable Remaining amortization period Finite-Lived Intangible Assets, Remaining Amortization Period Revenues Operating expenses Statement of Cash Flows [Abstract] Cash Flows from Operating Activities: Net Cash Provided by (Used in) Operating Activities [Abstract] Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] Depreciation and amortization Property damage loss Property Damages Property Damages Deferred rents Recognition of Deferred Revenue Amortization of below-market leases Amortization of above and below Market Leases Amortization of deferred financing costs Amortization of Debt Issuance Costs Changes in operating assets and liabilities: Increase (Decrease) in Operating Capital [Abstract] Rents and other receivables Increase (Decrease) in Accounts Receivable Prepaid expenses and other assets Increase (Decrease) in Prepaid Expense and Other Assets Accounts payable and accrued liabilities Increase (Decrease) in Accounts Payable and Accrued Liabilities Due from affiliate Increase (Decrease) in Due from Related Parties Due to affiliates Increase (Decrease) in Due to Related Parties Other liabilities Increase (Decrease) in Other Operating Liabilities Net cash provided by (used in) operating activities Net Cash Provided by (Used in) Operating Activities Cash Flows from Investing Activities: Net Cash Provided by (Used in) Investing Activities [Abstract] Acquisition of real estate Payments for Deposits on Real Estate Acquisitions Improvements to real estate Payments for Capital Improvements Net cash used in investing activities Net Cash Provided by (Used in) Investing Activities Cash Flows from Financing Activities: Net Cash Provided by (Used in) Financing Activities [Abstract] Proceeds from notes payable Proceeds from Notes Payable Principal payments on notes payable Repayments of Notes Payable Payments of deferred financing costs Payments of Financing Costs Cash distribution advance from affiliate Proceeds from Contributions from Affiliates Proceeds from issuance of common stock Proceeds from Issuance of Common Stock Payments of commissions on stock sales and related dealer manager fees to affiliate Payments of commissions on stock sales and related dealer manager fees Payments of commissions on stock issuances and related dealer manager fees Payments of other offering costs Payments of Stock Issuance Costs Distributions paid to common stockholders Payments of Ordinary Dividends, Common Stock Net cash provided by financing activities Net Cash Provided by (Used in) Financing Activities Net increase in cash and cash equivalents Cash and Cash Equivalents, Period Increase (Decrease) Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period Supplemental Disclosure of Cash Flow Information Supplemental Cash Flow Information [Abstract] Interest paid Interest Paid Supplemental Disclosure of Noncash Investing and Financing Activities: Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] Stock dividends issued Payments of Dividends Increase in cash distributions payable Increases in distributions payable The increase or decrease in distributions payable. Dividends paid to common stockholders through common stock issuances pursuant to the distribution reinvestment plan Stock Issued Liabilities assumed in connection with real estate acquisition Noncash or Part Noncash Acquisition, Debt Assumed Customer Concentration Risk [Member] Customer Concentration Risk [Member] Annualized Rent [Member] Annualized Rent [Member] Annualized Rent [Member] Rentable Square Feet [Member] Rentable Square Feet [Member] Rentable Square Feet [Member] Concentration risk, percentage Extension options Tenant Lease, Extension Option Tenant Lease, Extension Option Extension period Lessee Leasing Arrangements, Operating Leases, Renewal Term Annualized base rent Advisor and Dealer Manager [Member] Advisor and Dealer Manager [Member] Advisor and Dealer Manager [Member] Related Party Transactions, Accounting Recognition [Axis] Related Party Transactions, Accounting Recognition [Axis] Related Party Transactions, Accounting Recognition [Axis] Related Party Transactions, Accounting Recognition [Domain] Related Party Transactions, Accounting Recognition [Domain] Related Party Transactions, Accounting Recognition [Domain] Expensed [Member] Expensed [Member] Expensed [Member] Asset Management Fees [Member] Asset Management Fees [Member] Asset Management Fees [Member] Reimbursable Operating Expenses [Member] Reimbursable Operating Expenses [Member] Reimbursable Operating Expenses [Member] Property Management Fees [Member] Property Management Fees [Member] Property Management Fees [Member] Real Estate Acquisition Fee [Member] Real Estate Acquisition Fee [Member] Real Estate Acquisition Fee [Member] Advisor Advance for Cash Distributions [Member] Advisor Advance for Cash Distributions [Member] Advisor Advance for Cash Distributions [Member] Selling Commissions [Member] Sales Commissions [Member] Sales Commissions [Member] Dealer Manager Fees [Member] Dealer Manager Fees [Member] Dealer Manager Fees [Member] Reimbursable Other Offering Costs [Member] Reimbursable Other Offering Costs [Member] Reimbursable Other Offering Costs [Member] Expenses Related Party Transaction, Expenses from Transactions with Related Party Incurred Payable as of Payment for Administrative Fees Payment for Administrative Fees Document and Entity Information [Abstract] Document and Entity Information [Abstract] Entity Listings [Table] Entity Listings [Table] Entity Listings [Line Items] Entity Listings [Line Items] Entity Registrant Name Entity Registrant Name Entity Central Index Key Entity Central Index Key Current Fiscal Year End Date Current Fiscal Year End Date Entity Filer Category Entity Filer Category Document Type Document Type Document Period End Date Document Period End Date Document Fiscal Year Focus Document Fiscal Year Focus Document Fiscal Period Focus Document Fiscal Period Focus Amendment Flag Amendment Flag Entity Common Stock, Shares Outstanding Entity Common Stock, Shares Outstanding Schedule of Organizational Structure [Table] Schedule of Organizational Structure [Table] Schedule of Organizational Structure [Table] Title of Individual [Axis] Title of Individual [Axis] Relationship to Entity [Domain] Relationship to Entity [Domain] Chief Executive Officer [Member] Chief Executive Officer [Member] President [Member] President [Member] Chief Executive Officer and President [Member] Chief Executive Officer and the President [Member] Chief Executive Officer and the President [Member] Organizational Structure [Line Items] Organizational Structure [Line Items] Organizational Structure [Line Items] Managing member or general partner, ownership interest Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest Members or limited partners, ownership interest Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest Purchase price per share (in usd per share) Common Stock, Purchase Price per Share Common stock, purchase price per share. Core property, minimum percent of occupancy Core Property, Minimum Percent of Occupancy Core Property, Minimum Percent of Occupancy Shares authorized for issuance Stock Offering, Shares Authorized for Issuance Stock Offering, Shares Authorized for Issuance Shares authorized for dividend reinvestment plan Stock Offering, Shares Authorized for Dividend Reinvestment Plan Stock authorized during period, shares, dividend reinvestment plan. Primary private offering, period of continuation to process subscriptions Stock Offering, Period of Continuation to Process Subscriptions Stock Offering, Period of Continuation to Process Subscriptions Shares authorized for issuance, value Stock Offering, Shares Authorized for Issuance, Value Stock offering, shares authorized for issuance, value. Shares authorized for dividend reinvestment plan, value Stock Offering, Shares Authorized for Dividend Reinvestment Plan, Value Stock offering, shares authorized for dividend reinvestment plan, value. Stock issued during period, shares, dividend reinvestment plan Stock Issued During Period, Shares, Dividend Reinvestment Plan Stock issued during period, value, dividend reinvestment plan Stock Issued During Period, Value, Dividend Reinvestment Plan Shares issued, price per share Shares Issued, Price Per Share Primary offering, purchase price per share, discount Primary Offering, Purchase Price per Share, Discount Primary Offering, Purchase Price per Share, Discount Primary offering, purchase price per share Primary Offering, Purchase Price per Share Primary Offering, Purchase Price per Share NOTES PAYABLE Mortgage Notes Payable Disclosure [Text Block] Schedule of Long-term Debt Instruments Schedule of Long-term Debt Instruments [Table Text Block] Name of Property [Axis] Name of Property [Axis] Name of Property [Domain] Name of Property [Domain] Date Acquired or Foreclosed on Business Acquisition, Effective Date of Acquisition RELATED PARTY TRANSACTIONS Related Party Transactions Disclosure [Text Block] KBS Capital Advisors LLC or Affiliates [Member] KBS Capital Advisors LLC or Affiliates [Member] KBS Capital Advisors LLC or Affiliates [Member] Benchmark for amount of contracted disposition Benchmark Amount of Contracted Disposition Sales Price Benchmark Amount of Contracted Disposition Sales Price Disposition fee as percent of contract sales price Disposition Fee as Percent of Benchmark Contract Sales Price Disposition Fee as Percent of Benchmark Contract Sales Price Disposition fee as percent above benchmark contract sales price Disposition Fee as Percent above Benchmark Contract Sales Price Disposition Fee as Percent above Benchmark Contract Sales Price Interest payable, current Interest Payable, Current TENANT ORIGINATION AND ABSORPTION COSTS, ABOVE-MARKET LEASE ASSETS AND BELOW-MARKET LEASE LIABILITIES Tenant Origination and Absorption Costs, Above-Market Lease Assets and Below-Market Lease Liabilities [Text Block] Tenant Origination and Absorption Costs, Above-Market Lease Assets and Below-Market Lease Liabilities [Text Block] Tenant Origination and Absorption Costs, Above-Market Lease Assets and Below-Market Lease Liabilities Schedule of Finite-Lived Intangible Assets [Table Text Block] Schedule of Related Party Costs Schedule of Related Party Transactions [Table Text Block] Private Placement [Member] Private Placement [Member] Selling commissions fees paid, percent of gross offering proceeds Selling Commissions Fees Paid, Percent of Gross Offering Proceeds Selling Commissions Fees Paid, Percent of Gross Offering Proceeds Dealer managers fees paid, percent of gross offering proceeds Dealer Managers Fees Paid, Percent of Gross Offering Proceeds Dealer Managers Fees Paid, Percent of Gross Offering Proceeds Sales commissions, broker dealer, percentage Sales Commissions, Broker Dealer, Percentage Sales commissions, broker dealer, percentage Marketing fee, percentage Sales Commissions, Broker Dealer, Marketing Fee, Percentage Sales Commissions, Broker Dealer, Marketing Fee, Percentage Schedule of Real Estate Schedule of Real Estate Properties [Table Text Block] Schedules of Concentration of Risk, by Risk Factor Schedules of Concentration of Risk, by Risk Factor [Table Text Block] Schedule of Future Minimum Rental Income for Company's Properties Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] Dividends [Axis] Dividends [Axis] Dividends [Domain] Dividends [Domain] Dividend Paid [Member] Dividend Paid [Member] Dividend Declared [Member] Dividend Declared [Member] Scenario [Axis] Scenario [Axis] Scenario, Unspecified [Domain] Scenario, Unspecified [Domain] Scenario, Forecast [Member] Scenario, Forecast [Member] Distributions declared Schedule of Operating Leased Assets [Table] Schedule of Operating Leased Assets [Table] Balance Sheet Location [Axis] Balance Sheet Location [Axis] Balance Sheet Location [Domain] Balance Sheet Location [Domain] Other Liabilities [Member] Other Liabilities [Member] Operating Leased Assets [Line Items] Operating Leased Assets [Line Items] Remaining terms Lessor Leasing Arrangements, Operating Leases, Term of Contract Security deposit liability Security Deposit Liability Recognition of deferred rent from tenants Recognition of Deferred Revenue, Net of Discontinued Operations Recognition of Deferred Revenue, Net of Discontinued Operations Deferred rent receivables Deferred Rent Receivables, Net Amortization expense related to tenant origination and absorption costs Tenant origination and absorption costs, amortization expense Tenant origination and absorption costs, amortization expense. Below-market lease liabilities Off-market Lease, Unfavorable, Amortization Expense Off-market lease, unfavorable, amortization expense. EX-101.PRE 17 kbsgi-20160630_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT XML 18 R1.htm IDEA: XBRL DOCUMENT v3.5.0.2
Document and Entity Information - shares
 6 Months Ended
Jun. 30, 2016
Aug. 08, 2016
Entity Listings [Line Items]    
Entity Registrant Name KBS Growth & Income REIT, Inc.  
Entity Central Index Key 0001631256  
Current Fiscal Year End Date --12-31  
Entity Filer Category Smaller Reporting Company  
Document Type 10-Q  
Document Period End Date Jun. 30, 2016  
Document Fiscal Year Focus 2016  
Document Fiscal Period Focus Q2  
Amendment Flag false  
Class A [Member]    
Entity Listings [Line Items]    
Entity Common Stock, Shares Outstanding   8,692,805
Class T [Member]    
Entity Listings [Line Items]    
Entity Common Stock, Shares Outstanding   15,023
XML 19 R2.htm IDEA: XBRL DOCUMENT v3.5.0.2
CONSOLIDATED BALANCE SHEETS - USD ($)
Jun. 30, 2016
Dec. 31, 2015
Real estate:    
Land $ 17,900,000 $ 10,600,000
Building and improvements 70,125,736 8,833,424
Tenant origination and absorption costs 7,121,492 1,987,175
Total real estate, cost 95,147,228 21,420,599
Less accumulated depreciation and amortization (760,260) (340,993)
Total real estate, net 94,386,968 21,079,606
Cash and cash equivalents 32,509,781 12,892,900
Rent and other receivables 354,091 305,007
Due from affiliate 3,670 0
Prepaid expenses and other assets, net 192,848 62,100
Total assets 127,447,358 34,339,613
Liabilities and stockholders’ equity    
Notes payable, net 51,377,137 16,056,981
Accounts payable and accrued liabilities 406,797 232,035
Due to affiliates 3,013,532 1,434,522
Distributions payable 355,044 87,679
Below-market leases, net 5,402,099 113,211
Other liabilities 748,978 255,640
Total liabilities 61,303,587 18,180,068
Commitments and contingencies (Note 10)
Redeemable common stock 690,794 53,830
Stockholders’ equity    
Preferred stock, $.01 par value; 10,000,000 shares authorized, no shares issued and outstanding 0 0
Additional paid-in capital 70,225,956 17,078,538
Cumulative distributions and net losses (4,859,377) (994,991)
Total stockholders’ equity 65,452,977 16,105,715
Total liabilities and stockholders’ equity 127,447,358 34,339,613
Class A [Member]    
Stockholders’ equity    
Common stock 86,398 22,168
Class T [Member]    
Stockholders’ equity    
Common stock $ 0 $ 0
XML 20 R3.htm IDEA: XBRL DOCUMENT v3.5.0.2
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Jun. 30, 2016
Dec. 31, 2015
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value (in dollars per share) $ 0.01  
Common stock, shares authorized 1,000,000,000  
Class A [Member]    
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized 500,000,000 500,000,000
Common stock, shares issued 8,639,842 2,216,821
Common stock, shares outstanding 8,639,842 2,216,821
Class T [Member]    
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized 500,000,000 500,000,000
Common stock, shares issued 0 0
Common stock, shares outstanding 0 0
XML 21 R4.htm IDEA: XBRL DOCUMENT v3.5.0.2
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
 3 Months Ended 5 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2015
Jun. 30, 2016
Revenues:        
Rental income $ 589,008 $ 0 $ 0 $ 1,156,734
Tenant reimbursements 51,349 0 0 79,404
Other operating income 157 0 0 157
Total revenues 640,514 0 0 1,236,295
Expenses:        
Operating, maintenance, and management 186,240 0 0 337,599
Property management fees and expenses to affiliate 9,548 0 0 17,318
Real estate taxes and insurance 73,934 0 0 143,345
Asset management fees to affiliate 38,568 0 0 58,831
Real estate acquisition fees to affiliate 1,382,637 0 0 1,382,637
Real estate acquisition fees and expenses 229,192 0 0 229,192
General and administrative expenses 367,222 302 472 585,731
Depreciation and amortization 218,002 0 0 444,531
Interest expense 95,652 0 0 273,493
Total expenses 2,600,995 302 472 3,472,677
Other income:        
Interest income 53,765 0 0 73,887
Total other income 53,765 0 0 73,887
Net loss $ (1,906,716) $ (302) $ (472) $ (2,162,495)
Net loss per common share, basic and diluted (in dollars per share) $ (0.24) $ 0.00 $ (0.01) $ (0.37)
Weighted-average number of common shares outstanding, basic and diluted (in shares) 8,079,510 63,194 63,194 5,842,114
XML 22 R5.htm IDEA: XBRL DOCUMENT v3.5.0.2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($)
Total
Common Stock [Member]
Additional Paid-in Capital [Member]
Cumulative Distributions and Net Losses [Member]
Balance, shares at Jan. 27, 2015   20,000    
Balance, value at Jan. 27, 2015 $ 200,000 $ 200 $ 199,800 $ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Net loss (776,202)     (776,202)
Issuance of common stock, shares   2,194,161    
Issuance of common stock, value 19,105,265 $ 21,941 19,083,324  
Transfers to redeemable common stock (53,830)   (53,830)  
Stock dividends issued, shares   2,660    
Stock dividends issued, value 0 $ 27 23,867 (23,894)
Distributions declared (194,895)     (194,895)
Commissions on stock sales and related dealer manager fees to affiliate (1,085,364)   (1,085,364)  
Other offering costs (1,089,259)   (1,089,259)  
Balance, value at Dec. 31, 2015 16,105,715 $ 22,168 17,078,538 (994,991)
Balance, shares at Dec. 31, 2015   2,216,821    
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Net loss (2,162,495)     (2,162,495)
Issuance of common stock, shares   6,396,961    
Issuance of common stock, value 58,043,862 $ 63,969 57,979,893  
Transfers to redeemable common stock (636,964)   (636,964)  
Stock dividends issued, shares   26,060    
Stock dividends issued, value 0 $ 261 257,108 (257,369)
Distributions declared (1,444,522)     (1,444,522)
Commissions on stock sales and related dealer manager fees to affiliate (4,091,616)   (4,091,616)  
Other offering costs (361,003)   (361,003)  
Balance, value at Jun. 30, 2016 $ 65,452,977 $ 86,398 $ 70,225,956 $ (4,859,377)
Balance, shares at Jun. 30, 2016   8,639,842    
XML 23 R6.htm IDEA: XBRL DOCUMENT v3.5.0.2
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
 5 Months Ended 6 Months Ended
Jun. 30, 2015
Jun. 30, 2016
Cash Flows from Operating Activities:    
Net loss $ (472) $ (2,162,495)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:    
Depreciation and amortization 0 444,531
Property damage loss 0 134,479
Deferred rents 0 (119,927)
Amortization of below-market leases 0 (9,891)
Amortization of deferred financing costs 0 30,971
Changes in operating assets and liabilities:    
Rents and other receivables 0 70,843
Prepaid expenses and other assets 0 (93,243)
Accounts payable and accrued liabilities 0 32,561
Due from affiliate 0 (3,670)
Due to affiliates 0 1,193,887
Other liabilities 0 493,338
Net cash provided by (used in) operating activities (472) 11,384
Cash Flows from Investing Activities:    
Acquisition of real estate 0 (68,431,555)
Improvements to real estate 0 (51,342)
Net cash used in investing activities 0 (68,482,897)
Cash Flows from Financing Activities:    
Proceeds from notes payable 0 41,025,750
Principal payments on notes payable 0 (5,125,000)
Payments of deferred financing costs 0 (611,565)
Cash distribution advance from affiliate 0 1,139,648
Proceeds from issuance of common stock 200,000 57,406,898
Payments of commissions on stock sales and related dealer manager fees to affiliate 0 (4,091,616)
Payments of other offering costs 0 (1,115,528)
Distributions paid to common stockholders 0 (540,193)
Net cash provided by financing activities 200,000 88,088,394
Net increase in cash and cash equivalents 199,528 19,616,881
Cash and cash equivalents, beginning of period 0 12,892,900
Cash and cash equivalents, end of period 199,528 32,509,781
Supplemental Disclosure of Cash Flow Information    
Interest paid 0 272,576
Supplemental Disclosure of Noncash Investing and Financing Activities:    
Stock dividends issued 0 257,369
Increase in cash distributions payable 0 267,365
Dividends paid to common stockholders through common stock issuances pursuant to the distribution reinvestment plan 0 636,964
Liabilities assumed in connection with real estate acquisition $ 0 $ 113,780
XML 24 R7.htm IDEA: XBRL DOCUMENT v3.5.0.2
ORGANIZATION
 6 Months Ended
Jun. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION
ORGANIZATION
KBS Growth & Income REIT, Inc. (the “Company”) was formed on January 12, 2015 as a Maryland corporation that intends to qualify as a real estate investment trust (“REIT”) beginning with the taxable year ended December 31, 2015. Substantially all of the Company’s business is conducted through KBS Growth & Income Limited Partnership (the “Operating Partnership”), a Delaware limited partnership formed on January 14, 2015. The Company is the sole general partner of, and owns a 0.1% partnership interest in, the Operating Partnership. KBS Growth & Income REIT Holdings LLC (“REIT Holdings”), a Delaware limited liability company formed on January 14, 2015, owns the remaining 99.9% partnership interest in the Operating Partnership and is the sole limited partner. The Company is the sole member and manager of REIT Holdings.
Subject to certain restrictions and limitations, the business of the Company is externally managed by KBS Capital Advisors LLC (the “Advisor”), an affiliate of the Company, pursuant to the second amended and restated advisory agreement between the Company and the Advisor entered into on April 28, 2016, and amended on June 28, 2016 (the “Advisory Agreement”). The Advisor conducts the Company’s operations and manages its portfolio of core real estate properties and real estate-related assets. On January 27, 2015, the Company issued 20,000 shares of its common stock to the Advisor at a purchase price of $10.00 per share. On June 11, 2015, these outstanding shares of common stock were designated Class A shares of common stock. See Note 3, “Stockholders’ Equity,” for a discussion of the Company’s designation of Class A and Class T common stock.
As of June 30, 2016, the Company had invested in two office buildings. The Company intends to invest in a diverse portfolio of core real estate properties and real estate-related assets, including the acquisition of commercial properties and the acquisition and origination of real estate-related assets. The Company considers core properties to be existing properties with at least 80% occupancy. Based on the current market outlook, the Company expects its core focus in the U.S. office sector to reflect a value-creating core strategy, which is also known as a core-plus strategy. The real estate-related assets in which the Company may invest include mortgage, mezzanine, bridge and other loans, debt and derivative securities related to real estate assets, including mortgage-backed securities, and equity securities such as common stocks, preferred stocks and convertible preferred securities of other REITs and real estate companies.
The Company commenced a private placement offering exempt from registration under the Securities Act of 1933, as amended, on June 11, 2015, pursuant to which the Company offered a maximum of $105,000,000 of shares of its Class A common stock for sale to certain accredited investors (the “Private Offering”), of which $5,000,000 of Class A shares are being offered pursuant to the Company’s distribution reinvestment plan. The Company ceased offering shares in the primary portion of the Private Offering on April 27, 2016. The Company may continue to process subscriptions for the primary Private Offering dated on or prior to April 27, 2016 for up to 30 days following April 27, 2016. KBS Capital Markets Group LLC (the “Dealer Manager”), an affiliate of the Advisor, served as the dealer manager of the Private Offering pursuant to a dealer manager agreement dated June 11, 2015 (the “Private Offering Dealer Manager Agreement”). The Dealer Manager was responsible for marketing the Company’s shares in the Private Offering.
On February 4, 2015, the Company filed a registration statement on Form S-11 with the Securities and Exchange Commission (the “SEC”) to register an initial public offering of its common stock to offer a maximum of $1,500,000,000 in shares of common stock for sale to the public in the primary offering, consisting of two classes of shares: Class A and Class T (the “Primary Offering”). The Company also registered a maximum of $800,000,000 in both classes of shares of its common stock pursuant to the Company’s distribution reinvestment plan (the “DRP Offering” and, together with the Primary Offering, the “Public Offering”). The Company is offering to sell any combination of Class A and Class T shares in the Primary Offering and DRP Offering. The Company reserves the right to reallocate shares between the Primary Offering and the DRP Offering. The SEC declared the Company’s registration statement effective on April 28, 2016 and the Company retained the Dealer Manager to serve as the dealer manager of the Public Offering pursuant to a dealer manager agreement dated April 28, 2016 (the “Public Offering Dealer Manager Agreement”). The Dealer Manager will be responsible for marketing the Company’s shares in the Public Offering.
As described above, the Company intends to use substantially all of the net proceeds from the Private Offering and the Primary Offering to invest in a diverse portfolio of core real estate properties and real estate-related assets.
As of June 30, 2016, the Company had sold 8,548,759 shares of Class A common stock for gross offering proceeds of $76.8 million in the Private Offering, including 74,532 shares of Class A common stock under its distribution reinvestment plan for gross offering proceeds of $0.7 million. The Company commenced the Public Offering on April 28, 2016. As of June 30, 2016, the Company had not sold any shares in the Public Offering.
Additionally, on August 11, 2015, two of the individuals who own and control the Company’s sponsor, Charles J. Schreiber, Jr. (who also acts as chief executive officer, the chairman of the board and a director of the Company) and Peter M. Bren (who also acts as president of the Company), purchased 21,181.2380 and 21,181.2390 shares of Class A common stock, respectively, each for an aggregate purchase price of $172,500 or $8.144 per share. The per share purchase price reflects an 8.5% discount to the $8.90 offering price in the Private Offering in effect on the date of their purchase because selling commissions and dealer manager fees were not paid in connection with the sales. Mr. Bren’s investment was made on behalf of and for the account of three of his children, and he has disclaimed beneficial ownership of the shares. The Company issued these shares in private transactions exempt from the registration requirements pursuant to Section 4(2) of the Securities Act of 1933, as amended.
XML 25 R8.htm IDEA: XBRL DOCUMENT v3.5.0.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 6 Months Ended
Jun. 30, 2016
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Basis of Presentation
The accompanying unaudited consolidated financial statements and condensed notes thereto have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the SEC, including the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes required by GAAP for audited financial statements.  In the opinion of management, the financial statements for the unaudited interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair and consistent presentation of the results for such periods.  Operating results for the three and six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016.
The consolidated financial statements include the accounts of the Company, REIT Holdings, the Operating Partnership, and their direct and indirect wholly owned subsidiaries.  All significant intercompany balances and transactions are eliminated in consolidation. 
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.
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 the 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 records 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.
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.
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 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 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.
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.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents may include cash and short-term investments. Cash and cash equivalents are stated at cost, which approximates fair value. The Company’s cash and cash equivalents balance may exceed federally insurable limits. The Company intends to mitigate this risk by depositing funds with a major financial institution; however, these cash balances could be impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets. There were no restrictions on the use of the Company’s cash and cash equivalents as of December 31, 2015 and June 30, 2016.
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 non-financial and financial assets 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.
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.
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.
Redeemable Common Stock
In connection with the Private Offering, the Company adopted a share redemption program that enabled stockholders to sell their shares to the Company in limited circumstances. On March 16, 2016, the Company adopted an Amended and Restated Share Redemption Program in anticipation of the commencement of the Public Offering and related designation of Class T shares of common stock.
There are several limitations on the Company’s ability to redeem shares under the share redemption program:
•
Unless the shares are being redeemed in connection with a stockholder’s death, “qualifying disability” or “determination of incompetence” (each as defined under the share redemption program), the Company may not redeem shares unless the stockholder has held the shares for one year.
•
During any calendar year, the Company may redeem only the number of shares that it could purchase with the amount of net proceeds from the sale of shares under its distribution reinvestment plan during the prior calendar year. However, the Company may increase or decrease the funding available for the redemption of shares pursuant to the program upon ten business days’ notice to its stockholders.
•
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 law, which prohibits distributions that would cause a corporation to fail to meet statutory tests of solvency.
Pursuant to the share redemption program, and provided the redeeming stockholder has held his or her shares for at least one year, the Company will initially redeem shares submitted as an ordinary redemption at 95.0% of the price paid to acquire the shares from the Company. Notwithstanding the foregoing, stock dividends will initially be redeemed at the “net investment amount” per share, which will be based on the “amount available for investment/net investment amount” percentage shown in the estimated use of proceeds table in the Company’s prospectus, as supplemented, for the Public Offering. For each class of shares designated, this amount will initially equal $9.40 per share for redemptions of shares received as a result of a stock dividend. Once the Company has established an estimated net asset value (“NAV”) per share of its common stock, it will redeem all shares submitted in connection with an ordinary redemption at 95.0% of the Company’s most recent estimated NAV per share as of the applicable redemption date.
For purposes of determining whether a redeeming stockholder has held the share submitted for redemption for at least one year, the time period begins as of the date the stockholder acquired the share; provided, that shares purchased by the redeeming stockholder pursuant to the distribution reinvestment plan or received as a stock dividend will be deemed to have been acquired on the same date as the initial share to which the distribution reinvestment plan shares or stock dividend shares relate.
The Company expects to establish an estimated NAV per share no later than 150 days after the second anniversary of the date on which the Company commenced the Public Offering. Once announced, the Company expects to update the estimated NAV per share in December of each year.
In several respects the Company treats redemptions sought upon a stockholder’s death, qualifying disability or determination of incompetence differently from other redemptions:
•
there is no one-year holding requirement;
•
until the Company establishes an estimated NAV per share, which the Company expects to be no later than September 25, 2018 (as described above), the redemption price is the amount paid to acquire the shares from the Company. Notwithstanding the foregoing, stock dividends will initially be redeemed at the “net investment amount” per share, which will be based on the “amount available for investment/net investment amount” percentage shown in the estimated use of proceeds table in the Company’s prospectus, as supplemented, for the Public Offering. For each class of shares designated, this amount will initially equal $9.40 per share for redemptions of shares received as a result of a stock dividend; and
•
once the Company has established an estimated NAV per share, the redemption price will be the estimated NAV per share as of the redemption date.
The board may amend, suspend or terminate the share redemption program upon 30 days’ notice to stockholders, provided that the Company may increase or decrease the funding available for the redemption of shares pursuant to the share redemption program upon 10 business days’ notice.
The Company records amounts that are redeemable under the share redemption program as redeemable common stock in its consolidated balance sheets because the shares will be mandatorily redeemable at the option of the holder and therefore their redemption is outside the control of the Company. The maximum amount redeemable under the Company’s share redemption program is limited to the number of shares the Company could redeem with the amount of the net proceeds from the sale of shares under the distribution reinvestment plan during the prior calendar year. However, because the amounts that can be redeemed are determinable and only contingent on an event that is likely to occur (e.g., the passage of time) the Company will present the net proceeds from the current year and prior year distribution reinvestment plan, net of current year redemptions, as redeemable common stock in its consolidated balance sheets.
The Company will classify as liabilities financial instruments that represent a mandatory obligation of the Company to redeem shares. 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 repurchase shares under the share redemption program, it will reclassify such obligations from temporary equity to a liability based upon their respective settlement values.
Related Party Transactions
Pursuant to the Advisory Agreement, the Private Offering Dealer Manager Agreement and the Public Offering Dealer Manager Agreement, the Company is or was obligated to pay the Advisor and the Dealer Manager specified fees upon the provision of certain services related to the Private Offering and the Public Offering, the investment of funds in real estate and real estate-related investments, management of the Company’s investments and for other services (including, but not limited to, the disposition of investments). The Company is or was also obligated to reimburse the Advisor and Dealer Manager for organization and offering costs incurred by the Advisor and the Dealer Manager on behalf of the Company, and the Company is obligated to reimburse the Advisor for acquisition and origination expenses and certain operating expenses incurred on behalf of the Company or incurred in connection with 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. See Note 8, “Related Party Transactions.”
In addition, in connection with certain property acquisitions, the Company, through indirect wholly owned subsidiaries, has entered into separate property management agreements (each, a “Property Management Agreement”) with KBS Management Group, LLC (the “Co-Manager”), an affiliate of the Advisor.
The Company records all related party fees as incurred, subject to any limitations described in the respective agreements. The Company had not incurred any disposition fees, subordinated participation in net cash flows or subordinated incentive fees payable to the Advisor through June 30, 2016.
Selling Commissions and Dealer Manager Fees
In the Private Offering, the Company paid the Dealer Manager up to 6.5% of the price per share of Class A common stock sold in the primary portion of the Private Offering as a selling commission. The Dealer Manager reallowed 100% of selling commissions earned to participating broker-dealers. No sales commissions were paid on shares sold through the distribution reinvestment plan.  In the Private Offering, the Company paid the Dealer Manager up to 2.0% of the price per share of Class A common stock sold in the primary portion of the Private Offering as a dealer manager fee. No dealer manager fee was payable on shares sold under the distribution reinvestment plan. From its dealer manager fee, the Dealer Manager could reallow to any participating broker-dealer up to 1.0% of the price per share of Class A common stock sold in the Private Offering attributable to that participating broker-dealer as a marketing fee and in special cases the dealer manager could increase the reallowance.
In the Public Offering, the Company pays selling commissions to the Dealer Manager in amounts up to 6.5% of the price per share of Class A common stock sold in the primary portion of the Public Offering and up to 3.0% of the price per share of Class T common stock sold in the primary portion of the Public Offering. Additionally, in the Public Offering, the Company pays dealer manager fees to the Dealer Manager in an amount up to 2.0% of the price per share of Class A and Class T common stock sold in the primary portion of the Public Offering. The Dealer Manager reallows all selling commissions to participating broker dealers and may generally reallow (from its dealer manager fee) to any participating broker dealer up to 1.0% of the gross proceeds from the primary portion of the Public Offering attributable to that participating broker dealer as a marketing fee and in select cases up to 1.5% of the gross proceeds from the primary portion of the Public Offering may be reallowed. No selling commissions or dealer manager fees are payable on shares of common stock sold under the distribution reinvestment plan.
Organization and Offering Costs
Organization and offering costs of the Company (other than selling commissions, dealer manager fees and the stockholder servicing fee) may be paid by the Advisor, the Dealer Manager or their affiliates on behalf of the Company or may be paid directly by the Company. Offering costs include all expenses incurred in connection with the Private Offering and the Public Offering. Organization costs include all expenses incurred in connection with the formation of the Company, including but not limited to legal fees and other costs to incorporate the Company.
During the Private Offering, there was no limit on the amount of organization and offering costs the Company could incur and the Company was obligated to reimburse the Advisor, the Dealer Manager or their affiliates, as applicable, for organization and offering costs (excluding wholesaling compensation expenses) paid by them on behalf of the Company. During the Public Offering, pursuant to the Advisory Agreement and the Public Offering Dealer Management Agreement, the Company is obligated to reimburse the Advisor, the Dealer Manager or their affiliates, as applicable, for organization and offering costs related to the Public Offering (excluding wholesaling compensation expenses) paid by them on behalf of the Company provided such reimbursement would not cause the total organization and offering costs borne by the Company related to the Public Offering (including selling commissions, dealer manager fees, the stockholder servicing fee and all other items of organization and offering expenses) to exceed 15% of gross offering proceeds raised in the Public Offering as of the date of reimbursement. The Company reimburses the Dealer Manager for underwriting compensation in connection with the Private Offering; however, the Company may also pay all of these costs directly as discussed in the private placement memorandum for the Private Offering. The Company also expects to reimburse the Dealer Manager for underwriting compensation in connection with the Public Offering as discussed in the prospectus for the Public Offering. The Company also pays directly or reimburses, and expects to pay directly or reimburse, the Dealer Manager for due diligence expenses of broker dealers in connection with the Private Offering and the Public Offering, respectively. In addition, the Advisor is obligated to reimburse the Company to the extent organization and offering costs (excluding selling commissions, the dealer manager fee and stockholder servicing fee) borne by the Company and incurred in connection with the Primary Offering exceed 1% of gross proceeds raised in the Primary Offering as of the termination of the Primary Offering.
As of June 30, 2016, the Company had not incurred any organization and offering costs related to the Public Offering and all such costs had been funded by the Advisor or the Dealer Manager. As a result, these organization and offering costs related to the Public Offering are not recorded in the financial statements of the Company as of June 30, 2016 because such costs are only a liability of the Company to the extent organization and offering costs incurred by the Company in connection with the Public Offering do not exceed 15% of the gross proceeds raised in the Public Offering. Organization and offering costs related to the Private Offering were not a liability to the Company until the Company satisfied the minimum offering amount in the Private Offering. Because the Company broke escrow in the Private Offering on August 12, 2015, organization and offering costs related to the Private Offering are recorded in the financial statements of the Company as of June 30, 2016. Organization costs are expensed as incurred and offering costs are deferred and charged to stockholder’s equity as such amounts are reimbursed to the Advisor, the Dealer Manager or their affiliates from the gross proceeds of the applicable offering.
Acquisition and Origination Fees
The Company pays the Advisor 2.0% of the cost of investments acquired or originated by the Company, or the amount to be funded to acquire or originate loans, including acquisition and origination expenses and any debt attributable to such investments, plus significant capital expenditures budgeted as of the date of acquisition related to the development, construction or improvement of a real estate property. Acquisition fees calculated based on capital expenditures budgeted as of the date of acquisition are paid at the time funds are disbursed pursuant to a final approved budget upon receipt of an invoice by the Company.
Acquisition and Origination Expenses
The Company reimburses the Advisor for customary acquisition and origination expenses (including expenses relating to potential investments that the Company does not close), such as legal fees and expenses (including fees of independent contractor in-house counsel that are not employees of the Advisor), costs of due diligence (including, as necessary, updated appraisals, surveys and environmental site assessments), travel and communications expenses, accounting fees and expenses and other closing costs and miscellaneous expenses relating to the acquisition or origination of real estate properties and real estate-related investments.
Stockholder Servicing Fee
Pursuant to the Public Offering Dealer Manager Agreement, the Company pays the Dealer Manager an annual stockholder servicing fee of 1.0% of the purchase price per share (ignoring any discounts that may be available to certain categories of purchasers) of Class T common stock sold in the Primary Offering solely to the extent there is a broker dealer of record with respect to such Class T share that has entered a currently effective selected dealer agreement or servicing agreement that provides for the payment to such broker dealer of the stockholder servicing fee with respect to such Class T share, and such broker dealer of record is in compliance with the applicable terms of such selected dealer agreement or servicing agreement related to such payment. To the extent payable, the stockholder servicing fee will accrue daily and be paid monthly in arrears, and the Dealer Manager will reallow 100% of the stockholder servicing fee to such broker dealer of record for services provided to Class T stockholders after the initial sale of the Class T share. In addition, no stockholder servicing fee will be paid with respect to Class T shares purchased through the distribution reinvestment plan or issued pursuant to a stock dividend.
The stockholder servicing fee with respect to a Class T share will cease accruing upon the earlier of any of the following events (i) the date at which aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the Primary Offering in which the Class T share was sold, as calculated by the Company with the assistance of the Dealer Manager after the termination of the Primary Offering in which the Class T share was sold, (ii) with respect to a particular Class T share, on the fourth anniversary of the issuance of the share, (iii) a listing of the Company’s common stock on a national securities exchange, (iv) a merger or other extraordinary transaction, and (v) the date the Class T share associated with the stockholder servicing fee is no longer outstanding such as upon its redemption or the Company’s dissolution.
Asset Management Fee
The Company pays the Advisor a monthly fee equal to one-twelfth of 1.6% of the cost of its investments, less any debt secured by or attributable to the investments. The cost of the real property investments is calculated as the amount paid or allocated to acquire the real property, plus the budgeted capital improvement costs for the development, construction or improvements to the property once such funds are disbursed pursuant to a final approved budget and fees and expenses related to the acquisition, but excluding acquisition fees paid or payable to the Advisor. The cost of the Company’s real estate-related investments and any investments other than real property will be calculated as the lesser of: (x) the amount paid or allocated to acquire or fund the investment, including fees and expenses related to the acquisition or origination (but excluding acquisition or origination fees paid or payable to the Advisor), and (y) the outstanding principal amount of such investment, including fees and expenses related to the acquisition or funding of such investment (but excluding acquisition or origination fees paid or payable to the Advisor). 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.
Property Management Fee
The Company pays the Co-Manager a monthly fee equal to a percentage of the rent (to be determined on a property by property basis, consistent with current market rates), payable and actually collected for the month, from certain property acquisitions for which the Company has entered a Property Management Agreement with the Co-Manager. See Note 8, “Related-Party Transactions — Real Estate Property Co-Management Agreement.”
Disposition Fee
For substantial assistance in connection with the sale of the Company’s assets, which includes the sale of a single asset or the sale of all or a portion of the Company’s assets through a portfolio sale, merger or business combination transaction, the Company will pay the Advisor or its affiliates a percentage of the contract sales price of the assets sold (including residential or commercial mortgage-backed securities issued by a subsidiary of the Company as part of a securitization transaction). For dispositions with a contract sales price less than or equal to $1.5 billion, the disposition fee will equal 1.5% of the contract sales price. For dispositions with a contract sales price greater than $1.5 billion, the disposition fee will equal 1.5% of the first $1.5 billion of the contract sales price, plus 1.1% of the amount of the contract sales price in excess of $1.5 billion. The disposition fee is determined on a per transaction basis and is not cumulative. The Company will not pay a disposition fee upon the maturity, prepayment or workout of a loan or other debt-related investment, provided that (i) if the Company negotiates a discounted payoff with the borrower, the Company will pay a disposition fee and (ii) if the Company takes ownership of a property as a result of a workout or foreclosure of a loan, the Company will pay a disposition fee upon the sale of such property.
Subordinated Participation in Net Cash Flows
After the Company’s common stockholders have received, together as a collective group, aggregate distributions (including distributions funded from any source and those that may constitute a return of capital for federal income tax purposes) sufficient to provide (i) a return of their gross investment amount, which is the amount calculated by multiplying the total number of shares purchased by stockholders by the issue price, reduced by the total number of shares repurchased by the Company (excluding shares received as a stock divided which we subsequently repurchased) multiplied by the weighted average issue price of the shares sold in a primary offering, and (ii) a 6% per year cumulative, noncompounded return on such gross investment amount, the Advisor is entitled to receive 15% of the Company’s net cash flows, whether from continuing operations, net sales proceeds, net financing proceeds, or otherwise. Net sales proceeds means the net cash proceeds realized by the Company after deduction of all expenses incurred (i) in connection with a disposition of the Company’s assets, or (ii) from the prepayment, maturity, workout or other settlement of any loan or other investment. Net financing proceeds means the net cash proceeds realized from the financing of the Company’s assets or refinancing of the Company’s debt. The 6% per year cumulative, noncompounded return on gross investment amount is calculated on a daily basis. In making this calculation, gross investment amount is determined for each day during the period for which the 6% per year cumulative, noncompounded return is being calculated, including a daily adjustment to reflect shares repurchased by the Company (excluding shares received as a stock divided which we subsequently repurchased), and gross investment amount is reduced by the following: (i) distributions from net sales proceeds, (ii) distributions paid from operating cash flow in excess of a cumulative, noncompounded, annual return of 6%, and (iii) distributions from net financing proceeds, except to the extent such distributions would be required to supplement prior distributions paid in order to achieve a cumulative, noncompounded, annual return of 6%. Gross investment amount is only reduced as described above; it is not reduced simply because a distribution constitutes a return of capital for federal income tax purposes.
Subordinated Incentive Fee
Upon a merger or listing of the Company’s common stock on a national securities exchange, the Company will pay the Advisor an incentive fee. Upon a listing this fee will equal 15% of the amount by which (i) the market value of the outstanding stock plus the total of all distributions paid by the Company to stockholders from inception until the date market value is determined (including distributions funded from any source and those that may constitute a return of capital for federal income tax purposes and excluding any stock dividends) exceeds (ii) the sum of the stockholders’ gross investment amount, which is the amount calculated by multiplying the total number of shares purchased by stockholders by the issue price, reduced by the total number of shares repurchased by the Company (excluding shares received as a stock divided which we subsequently repurchased) multiplied by the weighted average issue price of the shares sold in a primary offering, and the amount of cash flow necessary to generate a 6% per year cumulative, noncompounded return on stockholders’ gross investment amount from inception of the Company through the date the market value is determined.
Upon a merger this fee will equal 15% of the amount by which (i) the merger consideration amount plus the total of all distributions paid or declared by the Company to stockholders from inception until the closing of the merger (including distributions funded from any source and those that may constitute a return of capital for federal income tax purposes and excluding any stock dividends) exceeds (ii) the sum of the stockholders’ gross investment amount, which is the amount calculated by multiplying the total number of shares purchased by stockholders by the issue price, reduced by the total number of shares repurchased by the Company (excluding shares received as a stock divided which we subsequently repurchased) multiplied by the weighted average issue price of the shares sold in a primary offering, and the amount necessary to generate a 6% per year cumulative, noncompounded return on stockholders’ gross investment amount from the Company’s inception through the closing of the merger.
The 6.0% per year cumulative, noncompounded return on gross investment amount is calculated on a daily basis. In making this calculation, gross investment amount is determined for each day during the period for which the 6.0% per year cumulative, noncompounded return is being calculated, including a daily adjustment to reflect shares repurchased by the Company (excluding shares received as a stock dividend which the Company subsequently repurchased). In addition, gross investment amount is reduced by the following: (i) distributions from net sales proceeds, (ii) distributions paid from operating cash flow in excess of a cumulative, noncompounded, annual return of 6.0%, and (iii) distributions from net financing proceeds, except to the extent such distributions would be required to supplement prior distributions paid in order to achieve a cumulative, noncompounded, annual return of 6.0%. Gross investment amount is only reduced as described above; it is not reduced simply because a distribution constitutes a return of capital for federal income tax purposes.
Advance from the Advisor
The Advisor agreed to advance funds to the Company for distribution record dates through the period ended May 31, 2016 and, to the extent and in the amount requested by the Company, to advance funds to the Company equal to an amount up to the cumulative amount of cash distributions declared by the Company for distribution record dates for the period from June 1, 2016 to June 30, 2016. The Company is only obligated to repay the Advisor for its advance if and to the extent that:
(i)
the Company’s modified funds from operations (“MFFO”), as such term is defined by the Investment Program Association and interpreted by the Company, for the immediately preceding month exceeds the amount of cash distributions declared for record dates of such prior month (an “MFFO Surplus”), and the Company will pay the Advisor the amount of the MFFO Surplus to reduce the principal amount outstanding under the advance, provided that such payments shall only be made if management in its sole discretion expects an MFFO Surplus to be recurring for at least the next two calendar quarters, determined on a quarterly basis; or
(ii)
Excess proceeds from third-party financings are available (“Excess Proceeds”), provided that the amount of any such Excess Proceeds that may be used to repay the principal amount outstanding under the advance shall be determined by the conflicts committee in its sole discretion.
No interest accrues on the advance made by the Advisor.
In determining whether Excess Proceeds are available to repay the advance, the Company’s conflicts committee will consider whether cash on hand could have been used to reduce the amount of third-party financing provided to us. If such cash could have been used instead of third-party financing, the third-party financing proceeds will be available to repay the advance.
Reimbursement of Operating Expenses
The Company may reimburse the expenses incurred by the Advisor or its affiliates in connection with their provision of services to the Company, including the Company’s allocable share of the Advisor’s overhead, such as rent, employee costs, utilities and cybersecurity costs. The Advisor may seek reimbursement for employee costs under the Advisory Agreement. At this time, the Company anticipates it will only reimburse the Advisor for its allocable portion of the salaries, benefits and overhead of internal audit department personnel providing services to the Company. In the future, if the Advisor seeks reimbursement for additional employee costs, such costs may include the Company’s proportionate share of the salaries of persons involved in the preparation of documents to meet SEC reporting requirements. The Company will not reimburse the Advisor or its affiliates for employee costs in connection with services for which the Advisor or its affiliates receive acquisition or origination fees 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.
The Company reimburses the Dealer Manager for certain fees and expenses it incurs for administering the Company’s participation in the DTCC Alternative Investment Product Platform, or the AIP Platform, with respect to certain accounts of the Company’s investors serviced through the AIP Platform.
The Company has entered, together with KBS Real Estate Investment Trust, Inc., KBS Real Estate Investment Trust II, Inc., KBS Strategic Opportunity REIT, Inc., KBS Legacy Partners Apartment REIT, Inc., KBS Real Estate Investment Trust III, Inc., KBS Strategic Opportunity REIT II, Inc., the Dealer Manager, the Advisor and other KBS affiliated entities, 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.
Income Taxes
The Company intends to elect to be taxed as a REIT under the Internal Revenue Code of 1986, as amended and intends to operate as such beginning with its taxable year ended December 31, 2015. 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 its 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 to the extent it distributes qualifying 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 intends to organize and operate in such a manner as to qualify for treatment as a REIT.
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 for the period from January 27, 2015 to June 30, 2016. For the purpose of determining the weighted average number of shares outstanding, stock dividends issued during the period presented and subsequent to June 30, 2016 but before the issuance of the consolidated financial statements are adjusted retroactively and treated as if they were issued and outstanding for all periods presented. 
The Company has declared and issued the following stock dividends on shares of the Company’s common stock through the filing date of this report:
Declaration Date
 
Record Date
 
Issue Date
 
Amount Declared per
Share Outstanding
 
Total Shares Issued
September 14, 2015
 
September 30, 2015
 
October 1, 2015
 
0.00082192 shares
 
556
September 14, 2015
 
October 31, 2015
 
November 2, 2015
 
0.00084932 shares
 
620
October 26, 2015
 
November 30, 2015
 
December 1, 2015
 
0.00082192 shares
 
1,484
November 30, 2015
 
December 31, 2015
 
January 4, 2016
 
0.00084932 shares
 
1,883
November 30, 2015
 
January 31, 2016
 
February 1, 2016
 
0.00084932 shares
 
2,381
January 26, 2016
 
February 29, 2016
 
March 1, 2016
 
0.00076712 shares
 
2,710
January 26, 2016
 
March 31, 2016
 
April 1, 2016
 
0.00084932 shares
 
5,424
March 16, 2016
 
April 30, 2016
 
May 3, 2016
 
0.00082192 shares
 
6,355
March 16, 2016
 
May 31, 2016
 
June 1, 2016
 
0.00084932 shares
 
7,308
May 11, 2016
 
June 30, 2016
 
July 1, 2016
 
0.00082192 shares
 
7,101
May 11, 2016
 
July 31, 2016
 
August 2, 2016
 
0.00084932 shares
 
7,373

During the three and six months ended June 30, 2016, aggregate cash distributions declared per share of Class A common stock were $0.12465726 and $0.24794466 per share of Class A common stock, assuming the share was issued and outstanding each date that was a record date for distributions during the period. No shares of Class T common stock were issued and outstanding as of June 30, 2016. The Company declared cash distributions in the amount of $0.00136986 per share per day based on daily record dates for the period from January 1, 2016 through February 28, 2016 and March 1, 2016 through March 31, 2016. The Company declared cash distributions on the outstanding shares of all classes of common stock based on daily record dates for the period from April 1, 2016 through June 30, 2016. Distributions for this period were calculated based on stockholders of record each day during this period at a rate of (i) $0.00136986 per share per day, less (ii) the applicable daily class-specific stockholder servicing fees accrued for and allocable to any class of common stock, divided by the number of shares of common stock of such class outstanding as of the close of business on each respective record date.
The Company did not declare any cash distributions or stock dividends during the period from January 27, 2015 to June 30, 2015.
Square Footage, Occupancy and Other Measures
 Any references to square footage, occupancy or annualized base rent are unaudited and outside the scope of the Company’s independent registered public accounting firm’s review of the Company’s financial statements in accordance with the standards of the United States Public Company Accounting Oversight Board.

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.
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 change 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.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) (“ASU No. 2016-13”).  ASU No. 2016-13 affects entities holding financial assets and net investments in leases that are not accounted for at fair value through net income.  The amendments in ASU No. 2016-13 require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected.  The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset.  ASU No. 2016-13 also amends the impairment model for available-for-sale securities.  An entity will recognize an allowance for credit losses on available-for-sale debt securities as a contra-account to the amortized cost basis rather than as a direct reduction of the amortized cost basis of the investment, as is currently required.  ASU No. 2016-13 also requires new disclosures.  For financial assets measured at amortized cost, an entity will be required to disclose information about how it developed its allowance for credit losses, including changes in the factors that influenced management’s estimate of expected credit losses and the reasons for those changes.  For financing receivables and net investments in leases measured at amortized cost, an entity will be required to further disaggregate the information it currently discloses about the credit quality of these assets by year of the asset’s origination for as many as five annual periods. For available for sale securities, an entity will be required to provide a roll-forward of the allowance for credit losses and an aging analysis for securities that are past due.  ASU No. 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years.  Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.  The Company is still evaluating the impact of adopting ASU No. 2016-13 on its financial statements, but does not expect the adoption of ASU No. 2016-13 to have a material impact on its financial statements.
XML 26 R9.htm IDEA: XBRL DOCUMENT v3.5.0.2
STOCKHOLDERS’ EQUITY
 6 Months Ended
Jun. 30, 2016
Equity [Abstract]  
STOCKHOLDERS’ EQUITY
STOCKHOLDERS’ EQUITY
General
Under the Second Articles of Amendment and Restatement of the Company, the total number of shares of capital stock authorized for issuance is 1,010,000,000 shares, consisting of 1,000,000,000 shares of common stock, 500,000,000 of which are classified as shares of Class A common stock, and 10,000,000 shares of preferred stock, each as defined by the Company’s Second Articles of Amendment and Restatement. On April 8, 2016, the Company classified and designated 500,000,000 shares of its common stock as shares of Class T common stock.
The shares of common stock have a par value of $0.01 per share and entitle the holders to one vote per share on all matters upon which stockholders are entitled to vote, to receive dividends and other distributions as authorized by the board of directors in accordance with the Maryland General Corporation Law and to all rights of a stockholder pursuant to the Maryland General Corporation Law. The common stock has no preferences or preemptive, conversion or exchange rights. As of June 30, 2016 and December 31, 2015, the Company had issued 8,639,842 shares of Class A common stock and 2,216,821 shares of Class A common stock, respectively. As of June 30, 2016, there were no Class T shares issued and outstanding.
The Company is authorized to issue one or more classes or series of preferred stock. Prior to the issuance of such shares, the board of directors shall have the power from time to time to classify or reclassify, in one or more series, any unissued shares and designate the preferences, rights and privileges of such shares. As of December 31, 2015 and June 30, 2016, no shares of the Company’s preferred stock were issued and outstanding.
Distribution Reinvestment Plan
The Company has adopted a distribution reinvestment plan, as amended and restated (the “DRP”), through which common stockholders may elect to reinvest an amount equal to the cash distributions declared on their shares, excluding those distributions that the board of directors designates as ineligible for reinvestment through the DRP, in additional shares of the Company’s common stock in lieu of receiving cash distributions. Purchases pursuant to the DRP will be in the same class of shares as the shares for which such stockholder received the distributions that are being reinvested. Until the Company announces an estimated NAV per share, participants in the DRP will acquire shares of common stock at a price per share equal to 95% of the then-current offering price for shares in the primary portion of an offering (whether in the primary portion of the Private Offering, the Public Offering or a follow-on primary offering and ignoring any discounts that may be available to certain categories of purchasers) or 95% of the most recent offering price in a primary offering if there is no current offering. This DRP offering price was initially $8.455 per share of common stock and increased to $8.598 effective November 19, 2015, $8.740 effective December 3, 2015, $8.835 effective February 4, 2016 and $8.930 effective March 31, 2016, in accordance with the pricing schedule for the Private Offering.
Upon the commencement of the Public Offering on April 28, 2016, the DRP offering price increased to $9.88 per Class A share and $9.50 per Class T share. Once the Company has announced an estimated NAV per share, which the Company expects to occur no later than 150 days after the second anniversary of the date on which the Company commences the Public Offering, participants in the DRP will acquire shares of common stock at a price equal to 95% of the estimated NAV per share of the Company’s common stock. The board of directors of the Company may amend or terminate the DRP for any reason upon 10 days’ notice to participants.
XML 27 R10.htm IDEA: XBRL DOCUMENT v3.5.0.2
REAL ESTATE
 6 Months Ended
Jun. 30, 2016
Real Estate [Abstract]  
REAL ESTATE
REAL ESTATE
As of June 30, 2016, the Company owned two office buildings containing 320,903 rentable square feet, which were collectively 97% occupied. The following table provides summary information regarding the properties owned by the Company as of June 30, 2016:
Property
 
Date Acquired
 
City
 
State
 
Property
Type
 
Total
Real Estate
at Cost
 
Accumulated
Depreciation
and
Amortization
 
Total
Real Estate,
Net
Von Karman Tech Center
 
08/12/2015
 
Irvine
 
CA
 
Office
 
$
21,303,114

 
$
(760,260
)
 
$
20,542,854

Commonwealth Building
 
06/30/2016
 
Portland
 
OR
 
Office
 
73,844,114

 
—

 
73,844,114

 
 
 
 
 
 
 
 
 
 
$
95,147,228

 
$
(760,260
)
 
$
94,386,968


As of June 30, 2016, the following properties represented more than 10% of the Company’s total assets:
Property
 
Location
 
Rentable
Square
Feet
 
Total
Real Estate, Net
 
Percentage
of Total
Assets
 
Annualized Base Rent (1)
 
Average Annualized Base Rent per sq. ft.
 
Occupancy
Von Karman Tech Center
 
Irvine, CA
 
101,161

 
$
20,542,854

 
16.1
%
 
$
2,277.218

 
$
22.51

 
100.0
%
Commonwealth Building
 
Portland, OR
 
219,742

 
$
73,844,114

 
57.9
%
 
$
5,333,405

 
$
25.22

 
96.2
%
_____________________
(1) Annualized base rent represents annualized contractual base rental income as of June 30, 2016, 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.
Operating Leases
The Company’s real estate properties are leased to tenants under operating leases for which the terms and expirations vary. As of June 30, 2016, the leases had remaining terms, excluding options to extend, of up to 10.0 years with a weighted-average remaining term of 4.4 years. Some of the leases have provisions to extend the term of the leases, options for early termination for all or a part of the leased premises after paying a specified penalty, 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 $0.6 million and $0.2 million as of June 30, 2016 and December 31, 2015.
During the six months ended June 30, 2016, the Company recognized deferred rent from tenants of $0.1 million. As of June 30, 2016, the cumulative deferred rent balance was $0.3 million and is included in rents and other receivables on the accompanying balance sheets.
As of June 30, 2016, the future minimum rental income from the Company’s properties under its non-cancelable operating leases was as follows:
July 1, 2016 through December 31, 2016
$
3,471,166

2017
7,085,156

2018
6,250,399

2019
5,554,550

2020
5,067,624

Thereafter
7,865,000

 
$
35,293,895


As of June 30, 2016, the Company had a concentration of credit risk related to LNH, Inc., a tenant in Von Karman Tech in the computer industry, which represented 12% of the Company’s annualized base rent. The tenant individually occupied 44,892 rentable square feet or approximately 14% of the total rentable square feet of the Company’s real estate portfolio. Its lease expires on June 30, 2023, with two five-year extension options. As of June 30, 2016, the annualized base rent for this tenant was approximately $0.9 million or $20.05 per square foot. No other tenant represented more than 10% of the Company’s annualized base rent.
No material tenant credit issues have been identified at this time.
As of June 30, 2016, the Company’s real estate properties were leased to approximately 40 tenants over a diverse range of industries. 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)
 
Percentage of Annualized Base Rent
Professional, scientific and legal
 
8
 
$
1,974,880

 
25.9
%
Information
 
5
 
1,508,800

 
19.8
%
Computer system design and programming
 
3
 
1,070,613

 
14.1
%
_____________________
(1) Annualized base rent represents annualized contractual base rental income as of June 30, 2016, 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.
As of June 30, 2016, no other tenant industries accounted for more than 10% of annualized base rent.
Recent Acquisition
Commonwealth Building
On June 30, 2016, the Company, through an indirect wholly owned subsidiary, acquired an office building containing 219,742 rentable square feet located on approximately 0.46 acres of land in Portland, Oregon (the “Commonwealth Building”). The purchase price of the Commonwealth Building was approximately $68.5 million, net of $0.5 million of closing credits. The Company allocated the purchase price of this property to the fair value of the assets acquired and liabilities assumed. At acquisition, the Company allocated $7.3 million to land, $61.4 million to building and improvements, $5.1 million to tenant origination and absorption costs and $5.3 million to below-market lease liabilities. The intangible assets and liabilities acquired in connection with this acquisition have weighted-average amortization periods as of the date of acquisition of 4.8 years for tenant origination and absorption costs and 4.7 years for below-market lease liabilities.
The Company recorded the real estate acquisition as a business combination and expensed $1.6 million of acquisition costs related to this property for the three and six months ended June 30, 2016, respectively. During the three and six months ended June 30, 2016, the Company recognized $16,000 of total revenues and $6,600 of operating expenses from this property, respectively.
XML 28 R11.htm IDEA: XBRL DOCUMENT v3.5.0.2
TENANT ORIGINATION AND ABSORPTION COSTS, ABOVE-MARKET LEASE ASSETS AND BELOW-MARKET LEASE LIABILITIES
 6 Months Ended
Jun. 30, 2016
Tenant Origination and Absorption Costs, Above-Market Lease Assets and Below-Market Lease Liabilities [Abstract]  
TENANT ORIGINATION AND ABSORPTION COSTS, ABOVE-MARKET LEASE ASSETS AND BELOW-MARKET LEASE LIABILITIES
TENANT ORIGINATION AND ABSORPTION COSTS AND BELOW-MARKET LEASE LIABILITIES
As of June 30, 2016 and December 31, 2015, the Company’s tenant origination and absorption costs and below-market lease liabilities were as follows:
 
Tenant Origination and
Absorption Costs
 
Below-Market
Lease Liabilities
 
June 30, 2016
 
December 31, 2015
 
June 30, 2016
 
December 31, 2015
Cost
$
7,121,492

 
$
1,987,175

 
$
(5,416,885
)
 
$
(122,143
)
Accumulated Amortization
(319,738
)
 
(144,599
)
 
14,786

 
8,932

Net Amount
$
6,801,754

 
$
1,842,576

 
$
(5,402,099
)
 
$
(113,211
)

During the three and six months ended June 30, 2016, the Company recorded $0.1 million and $0.2 million of amortization expense related to tenant origination and absorption costs, respectively, and $4,224 and $9,891 as an increase to rental income related to amortization of below-market lease liabilities, respectively.
XML 29 R12.htm IDEA: XBRL DOCUMENT v3.5.0.2
NOTES PAYABLE
 6 Months Ended
Jun. 30, 2016
Notes Payable [Abstract]  
NOTES PAYABLE
NOTES PAYABLE
As of June 30, 2016, the Company’s notes payable consisted of the following:
 
 
Book Value
as of
June 30,
2016
 
Book Value
as of
December 31, 2015
 
Contractual
Interest Rate as of
June 30, 2016 (1)
 
Effective Interest Rate at
June 30, 2016 (1)
 
Payment
Type 
 
Maturity Date (2)
Von Karman Tech Center Mortgage Loan (3)
 
$
11,246,790

 
$
16,346,040

 
One-month LIBOR + 1.90%
 
2.36%
 
Interest Only
 
09/01/2020
Commonwealth Building Mortgage Loan (4)
 
$
41,000,000

 
—

 
One-month LIBOR + 2.15%
 
2.60%
 
Interest Only
 
07/01/2021
Notes payable principal outstanding
 
52,246,790

 
16,346,040

 
 
 
 
 
 
 
 
Deferred financing costs, net
 
(869,653
)
 
(289,059
)
 
 
 
 
 
 
 
 
Notes payable, net
 
$
51,377,137

 
$
16,056,981

 
 
 
 
 
 
 
 
_____________________
(1) Contractual interest rate represents the interest rate in effect under the loan as of June 30, 2016. Effective interest rate is calculated as the actual interest rate in effect at June 30, 2016 (consisting of the contractual interest rate), using interest rate indices at June 30, 2016, where applicable.
(2) Represents the maturity date as of June 30, 2016; subject to certain conditions, the maturity dates of certain loans may be extended beyond the dates shown.
(3) On April 11, 2016, the Company repaid $5.1 million of the Von Karman Tech Center Mortgage Loan principal balance. In connection with the partial repayment of the Von Karman Tech Center Mortgage Loan, the interest rate was reduced from a floating rate of 350 basis points over one-month LIBOR to a floating rate of 190 basis points over one-month LIBOR.
(4) See “— Recent Financing Transaction.”
During the three and six months ended June 30, 2016, the Company incurred $0.1 million and $0.3 million of interest expense, respectively. As of June 30, 2016 and December 31, 2015, $22,087 and $52,142 of interest expense was payable. Included in interest expense during the three and six months ended June 30, 2016 was $15,485 and $30,971 of amortization of deferred financing costs, respectively.
Recent Financing Transaction
Commonwealth Building Mortgage Loan
On June 30, 2016, in connection with the acquisition of the Commonwealth Building, the Company, through an indirect wholly owned subsidiary, entered into a mortgage loan with an unaffiliated lender for borrowings up to $47.4 million, secured by the Commonwealth Building (the “Commonwealth Building Mortgage Loan”). As of June 30, 2016, $41.0 million of the loan had been disbursed to the Company and the remaining $6.4 million was available for future disbursements, subject to certain terms and conditions contained in the loan documents. The Commonwealth Building Mortgage Loan matures on July 1, 2021, with two one-year extension options, subject to certain terms and conditions contained in the loan documents, and bears interest at a floating rate of 215 basis points over one-month LIBOR. Monthly payments are interest-only. The remaining principal balance, all accrued and unpaid interest and all other sums due under the loan documents are due at maturity. The Company has the right to prepay all or a portion of the Commonwealth Building Mortgage Loan commencing July 1, 2017, subject to certain fees and conditions contained in the loan documents.
KBS GI REIT Properties, LLC (“KBS GI REIT Properties”), the Company’s wholly owned subsidiary, in connection with the Commonwealth Building Mortgage Loan, is providing a guaranty of the payment of certain potential liabilities, costs, losses, damages, fees and expenses incurred by the lender relating to the Commonwealth Building Mortgage Loan as a result of certain intentional actions or omissions of the owner of the property in violation of the loan documents, or certain other occurrences in relation to the Commonwealth Building and/or the owner of the property, including the recovery of certain funds under the loan documents, as further described in the guaranty. KBS GI REIT Properties is also providing a guaranty of the principal balance and any interest or other sums outstanding under the Commonwealth Building Mortgage Loan in the event of: certain bankruptcy, insolvency or related proceedings involving the owner of the property as described in the guaranty; and any transfer of the owner of the property’s interest in the Commonwealth Building in violation of the loan documents or other prohibited transfers and secondary financings related to the Commonwealth Building.
XML 30 R13.htm IDEA: XBRL DOCUMENT v3.5.0.2
FAIR VALUE DISCLOSURES
 6 Months Ended
Jun. 30, 2016
Fair Value Disclosures [Abstract]  
FAIR VALUE DISCLOSURES
FAIR VALUE DISCLOSURES
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 non-financial and financial assets at fair value on a non-recurring basis (e.g., carrying value of impaired real estate loans receivable and long-lived assets). Fair value, as defined under GAAP, is 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.
The fair value for certain financial instruments is derived using 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 financial instrument for which it is practicable to estimate the fair value:
Cash and cash equivalents, restricted cash, and accounts payable and accrued liabilities: These balances approximate their fair values due to the short maturities of these items.
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 value, carrying amount and fair value of the Company’s notes payable as of June 30, 2016 and December 31, 2015:
 
 
June 30, 2016
 
December 31, 2015
 
 
Face Value
 
Carrying Amount
 
Fair Value
 
Face Value
 
Carrying Amount
 
Fair Value
Financial liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Notes payable 
 
$
52,246,790

 
$
51,377,137

 
$
52,157,850

 
$
16,346,040

 
$
16,056,981

 
$
16,556,729


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. The actual value could be materially different from the Company’s estimate of value.
XML 31 R14.htm IDEA: XBRL DOCUMENT v3.5.0.2
RELATED PARTY TRANSACTIONS
 6 Months Ended
Jun. 30, 2016
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS
Pursuant to the Advisory Agreement, the Private Offering Dealer Manager Agreement and the Public Offering Dealer Manager Agreement, the Company is or was obligated to pay the Advisor and the Dealer Manager specified fees upon the provision of certain services related to the Private Offering and the Public Offering, the investment of funds in real estate and real estate-related investments, management of the Company’s investments and for other services (including, but not limited to, the disposition of investments). The Company is or was also obligated to reimburse the Advisor and Dealer Manager for organization and offering costs incurred by the Advisor and the Dealer Manager on behalf of the Company, and the Company is obligated to reimburse the Advisor for acquisition and origination expenses and certain operating expenses incurred on behalf of the Company or incurred in connection with 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.
In addition, in connection with certain property acquisitions, the Company, through indirect wholly owned subsidiaries, will enter or has entered into separate Property Management Agreements with the Co-Manager, an affiliate of the Advisor.
The Company has also entered into a fee 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 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 II, Inc., KBS Real Estate Investment Trust III, Inc., KBS Strategic Opportunity REIT, Inc., KBS Legacy Partners Apartment REIT, Inc. and KBS Strategic Opportunity REIT II, Inc.
The Company has entered, together with KBS Real Estate Investment Trust, Inc., KBS Real Estate Investment Trust II, Inc., KBS Strategic Opportunity REIT, Inc., KBS Legacy Partners Apartment REIT, Inc., KBS Real Estate Investment Trust III, Inc., KBS Strategic Opportunity REIT II, Inc., the Dealer Manager, the Advisor and other KBS affiliated entities, 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.
During the six months ended June 30, 2016 and 2015, no other business transactions occurred between the Company and KBS Real Estate Investment Trust, Inc., KBS Real Estate Investment Trust II, Inc., KBS Real Estate Investment Trust III, Inc., KBS Strategic Opportunity REIT, Inc., KBS Legacy Partners Apartment REIT, Inc. and KBS Strategic Opportunity REIT II, Inc.
Pursuant to the terms of these agreements, summarized below are the related-party costs incurred by the Company for the three and six months ended June 30, 2016, three months ended June 30, 2015 and for the period from January 27, 2015 to June 30, 2015, and any related amounts payable as of June 30, 2016 and December 31, 2015.
 
Incurred
Payable as of
 
Three Months Ended June 30,
 
Six Months Ended
June 30, 2016
 
For the Period from January 27, 2015 to June 30, 2015
 
 
 
 
 
2016
 
2015
 
 
 
June 30, 2016
 
December 31, 2015
Expensed
 
 
 
 
 
 
 
 
 
 
 
Asset management fees
$
38,568

 
$
—

 
$
58,831

 
$
—

 
$
—

 
$
—

Reimbursement of operating expenses (1)
32,834

 
—

 
84,361

 
—

 
16,526

 
205,276

Property management fees (2)
9,548

 
—

 
17,318

 
—

 
—

 
—

Real estate acquisition fees
1,382,637

 
—

 
1,382,637

 
—

 
1,382,637

 
—

Other Arrangement
 
 
 
 
 
 
 
 
 
 
 
Advisor advance for cash distributions (3)
681,359

 
—

 
1,139,648

 
—

 
1,338,145

 
198,497

Additional Paid-in Capital
 
 
 
 
 
 
 
 
 
 
 
Selling commissions
1,152,658

 
—

 
2,986,278

 
—

 
—

 
—

Dealer manager fees
391,943

 
—

 
1,105,338

 
—

 
—

 
—

Reimbursable other offering costs (4)
33,342

 
—

 
358,325

 
—

 
276,224

 
1,030,749

 
$
3,722,889

 
$
—

 
$
7,132,736

 
$
—

 
$
3,013,532

 
$
1,434,522

_____________________
(1) Reimbursable operating expenses primarily related to directors and officers liability insurance, legal fees, state and local taxes, 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 $34,731 and $37,278 for the three and six months ended June 30, 2016, and were the only type of employee costs reimbursed under the Advisory Agreement for the three and six months ended June 30, 2016. 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. In addition to the amounts above, the Company reimburses the Advisor for certain of the Company’s direct costs incurred from third parties that were initially paid by the Advisor on behalf of the Company.
(2) See “Real Estate Property Co-Management Agreement” below.
(3) See Note 2, “Summary of Significant Accounting Policies – Related Party Transactions – Advance from the Advisor.”
(4) See Note 2, “Summary of Significant Accounting Policies – Related Party Transactions – Organization and Offering Costs” for more information related to other offering costs related to the Private Offering and Public Offering.
As of June 30, 2016, the Company had $3,670 due from the Advisor related to a property insurance rebate.
Real Estate Property Co-Management Agreement
On March 9, 2016, the Company entered into a property management agreement (the “ Von Karman Property Management Agreement”) with the Co-Manager, an affiliate of the Advisor, in connection with Von Karman Tech Center. Pursuant to the Von Karman Property Management Agreement, the Co-Manager will provide certain management services related to Von Karman Tech Center in addition to those provided by the third-party property manager. In exchange for these services, the owner of Von Karman Tech Center, the Company’s indirect wholly owned subsidiary (the “Owner”), will pay the Co-Manager a monthly fee equal to 1.5% of the rent, payable and actually collected for the month, from the Von Karman Tech Center. The Co-Manager will generally be responsible for all expenses it incurs in rendering services pursuant to the Von Karman Property Management Agreement. The effective date of the Von Karman Property Management Agreement was January 1, 2016 and the initial term of the Von Karman Property Management Agreement is for one year and will be deemed renewed for successive one-year periods provided it is not terminated. Each party may terminate the Von Karman Property Management Agreement without cause on 30 days’ written notice to the other party and may terminate the Von Karman Property Management Agreement for cause on 5 days’ written notice to the other party upon the occurrence of certain events as detailed in the Von Karman Property Management Agreement.
XML 32 R15.htm IDEA: XBRL DOCUMENT v3.5.0.2
UNAUDITED PRO FORMA FINANCIAL INFORMATION
 6 Months Ended
Jun. 30, 2016
Business Acquisition, Pro Forma Information [Abstract]  
UNAUDITED PRO FORMA FINANCIAL INFORMATION
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma information for the three and six months ended June 30, 2016 and 2015 has been prepared to give effect to the acquisition of the Commonwealth Building as if this acquisition occurred on January 27, 2015. This pro forma information does not purport to represent what the actual results of operations of the Company would have been had the acquisitions occurred on this date, nor does it purport to predict the results of operations for future periods.
 
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30, 2016
 
For the Period from January 27, 2015 to
June 30, 2015
 
 
2016
 
2015
 
 
Revenues
 
$
2,221,893

 
$
1,450,284

 
$
4,357,608

 
$
2,899,072

Depreciation and amortization
 
$
960,784

 
$
601,650

 
$
1,916,518

 
$
1,197,920

Net loss
 
$
(355,912
)
 
$
(96,333
)
 
$
(702,193
)
 
$
(187,456
)

The unaudited pro forma information for the three and six months ended June 30, 2016 was adjusted to exclude $1.6 million of acquisition costs related to the Commonwealth Building incurred by the Company in 2016.
XML 33 R16.htm IDEA: XBRL DOCUMENT v3.5.0.2
COMMITMENTS AND CONTINGENCIES
 6 Months Ended
Jun. 30, 2016
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES
Economic Dependency
The Company depends on the Advisor and the Dealer Manager for certain services that are essential to the Company, including the sale of the Company’s shares of common stock; the identification, evaluation, negotiation, origination, acquisition and disposition of investments; management of the daily operations of the Company’s investment portfolio; and other general and administrative responsibilities. In the event that these companies are unable to provide the respective 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. Although there can be no assurance, the Company is not aware of any environmental liability that could have a material adverse effect on its financial condition or results of operations. However, changes in applicable environmental laws and regulations, the uses and conditions of properties in the vicinity of the Company’s property, the activities of its tenants and other environmental conditions of which the Company is unaware with respect to the property could result in future environmental liabilities.
Legal Matters
From time to time, the Company may become 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.
XML 34 R17.htm IDEA: XBRL DOCUMENT v3.5.0.2
SUBSEQUENT EVENTS
 6 Months Ended
Jun. 30, 2016
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS
The Company evaluates subsequent events up until the date the consolidated financial statements are issued.
Status of the Offering
The Company commenced the Public Offering on April 28, 2016. As of August 8, 2016, the Company had not sold any Class A common stock in the Primary Offering. As of August 8, 2016, the Company had sold 38,412 shares of Class A common stock for gross offering proceeds of $379,515 in the Public Offering pursuant to the DRP. As of August 8, 2016, the Company had sold 15,010 shares of Class T common stock for gross offering proceeds of $150,099 in the Public Offering, including shares sold pursuant to the DRP.
Distributions and Stock Dividends
On July 1, 2016, the Company paid cash distributions of $355,044, which related to Class A cash distributions declared for daily record dates for each day in the period from June 1, 2016 through June 30, 2016. On August 2, 2016, the Company paid cash distributions of $368,003 and $99, which related to Class A and Class T cash distributions declared for daily record dates for each day in the period from July 1, 2016 through July 31, 2016, respectively.
On July 6, 2016, the Company’s board of directors declared cash distributions on the outstanding shares of all classes of the Company’s common stock based on daily record dates for the period from August 1, 2016 through August 31, 2016, which the Company expects to pay in September 2016. On August 10, 2016, the Company’s board of directors declared cash distributions on the outstanding shares of all classes of the Company’s common stock based on daily record dates for the period from September 1, 2016 through September 30, 2016, which the Company expects to pay in October 2016, and the period from October 1, 2016 through October 31, 2016, which the Company expects to pay in November 2016. Investors may choose to receive cash distributions or purchase additional shares through the Company’s distribution reinvestment plan. Distributions for these periods will be calculated based on stockholders of record each day during these periods at a rate of (i) $0.00136986 per share per day, reduced by (ii) the applicable daily class-specific stockholder servicing fees accrued for and allocable to any class of common stock, divided by the number of shares of common stock of such class outstanding as of the close of business on the respective record date.
On July 1, 2016, the Company issued 7,101 shares of Class A common stock in connection with stock dividends declared for each share of common stock outstanding on June 30, 2016. On August 2, 2016, the Company issued 7,360 shares of Class A common stock and 13 shares of Class T common stock in connection with Class A and Class T stock dividends declared for each share of common stock outstanding on July 31, 2016.
On July 6, 2016, the Company’s board of directors declared stock dividends of 0.00084932 shares of common stock on each outstanding share of common stock to all stockholders of record as of the close of business on August 31, 2016, which the Company expects to issue in September 2016. On August 10, 2016, the Company’s board of directors declared stock dividends of 0.00082192 shares and 0.00084932 shares of common stock on each outstanding share of common stock to all stockholders of record as of the close of business on September 30, 2016 and October 31, 2016, respectively, which the Company expects to issue in October 2016 and November 2016, respectively. Stock dividends are issued in the same class of shares as the shares for which such stockholder received the stock dividend.
Commonwealth Building Property Co-Management Agreement
On July 18, 2016, the Company entered a property management agreement (the “Commonwealth Property Management Agreement”) with the Co-Manager in connection with the Commonwealth Building. Pursuant to the Commonwealth Property Management Agreement, the Co-Manager will provide certain management services related to the Commonwealth Building in addition to those provided by the third-party property manager. In exchange for these services, the Company will pay the Co-Manager a monthly fee equal to 1.25% of the rent, payable and actually collected for the month, from the Commonwealth Building. The Co-Manager will generally be responsible for all expenses it incurs in rendering services pursuant to the Commonwealth Property Management Agreement. The effective date of the Commonwealth Property Management Agreement was July 1, 2016 and the initial term of the agreement is for one year and will be deemed renewed for successive one year periods provided it is not terminated. Each party may terminate the Commonwealth Property Management Agreement without cause on 30 days’ written notice to the other party and each party may terminate the agreement for cause on five days’ written notice to the other party upon the occurrence of certain events as detailed in the agreement.
XML 35 R18.htm IDEA: XBRL DOCUMENT v3.5.0.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 6 Months Ended
Jun. 30, 2016
Accounting Policies [Abstract]  
Basis of Presentation
The accompanying unaudited consolidated financial statements and condensed notes thereto have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the SEC, including the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes required by GAAP for audited financial statements.  In the opinion of management, the financial statements for the unaudited interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair and consistent presentation of the results for such periods.  Operating results for the three and six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company, REIT Holdings, the Operating Partnership, and their direct and indirect wholly owned subsidiaries.  All significant intercompany balances and transactions are eliminated in consolidation. 
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.
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 the 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 records 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.
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.
Revenue Recognition, 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 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, Real Estate Acquisition Valuation
The Company records the acquisition of income-producing real estate 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.
Real Estate, Impairments 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.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents may include cash and short-term investments. Cash and cash equivalents are stated at cost, which approximates fair value. The Company’s cash and cash equivalents balance may exceed federally insurable limits. The Company intends to mitigate this risk by depositing funds with a major financial institution; however, these cash balances could be impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets. There were no restrictions on the use of the Company’s cash and cash equivalents as of December 31, 2015 and June 30, 2016.
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 non-financial and financial assets 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.
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.
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.
Redeemable Common Stock
In connection with the Private Offering, the Company adopted a share redemption program that enabled stockholders to sell their shares to the Company in limited circumstances. On March 16, 2016, the Company adopted an Amended and Restated Share Redemption Program in anticipation of the commencement of the Public Offering and related designation of Class T shares of common stock.
There are several limitations on the Company’s ability to redeem shares under the share redemption program:
•
Unless the shares are being redeemed in connection with a stockholder’s death, “qualifying disability” or “determination of incompetence” (each as defined under the share redemption program), the Company may not redeem shares unless the stockholder has held the shares for one year.
•
During any calendar year, the Company may redeem only the number of shares that it could purchase with the amount of net proceeds from the sale of shares under its distribution reinvestment plan during the prior calendar year. However, the Company may increase or decrease the funding available for the redemption of shares pursuant to the program upon ten business days’ notice to its stockholders.
•
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 law, which prohibits distributions that would cause a corporation to fail to meet statutory tests of solvency.
Pursuant to the share redemption program, and provided the redeeming stockholder has held his or her shares for at least one year, the Company will initially redeem shares submitted as an ordinary redemption at 95.0% of the price paid to acquire the shares from the Company. Notwithstanding the foregoing, stock dividends will initially be redeemed at the “net investment amount” per share, which will be based on the “amount available for investment/net investment amount” percentage shown in the estimated use of proceeds table in the Company’s prospectus, as supplemented, for the Public Offering. For each class of shares designated, this amount will initially equal $9.40 per share for redemptions of shares received as a result of a stock dividend. Once the Company has established an estimated net asset value (“NAV”) per share of its common stock, it will redeem all shares submitted in connection with an ordinary redemption at 95.0% of the Company’s most recent estimated NAV per share as of the applicable redemption date.
For purposes of determining whether a redeeming stockholder has held the share submitted for redemption for at least one year, the time period begins as of the date the stockholder acquired the share; provided, that shares purchased by the redeeming stockholder pursuant to the distribution reinvestment plan or received as a stock dividend will be deemed to have been acquired on the same date as the initial share to which the distribution reinvestment plan shares or stock dividend shares relate.
The Company expects to establish an estimated NAV per share no later than 150 days after the second anniversary of the date on which the Company commenced the Public Offering. Once announced, the Company expects to update the estimated NAV per share in December of each year.
In several respects the Company treats redemptions sought upon a stockholder’s death, qualifying disability or determination of incompetence differently from other redemptions:
•
there is no one-year holding requirement;
•
until the Company establishes an estimated NAV per share, which the Company expects to be no later than September 25, 2018 (as described above), the redemption price is the amount paid to acquire the shares from the Company. Notwithstanding the foregoing, stock dividends will initially be redeemed at the “net investment amount” per share, which will be based on the “amount available for investment/net investment amount” percentage shown in the estimated use of proceeds table in the Company’s prospectus, as supplemented, for the Public Offering. For each class of shares designated, this amount will initially equal $9.40 per share for redemptions of shares received as a result of a stock dividend; and
•
once the Company has established an estimated NAV per share, the redemption price will be the estimated NAV per share as of the redemption date.
The board may amend, suspend or terminate the share redemption program upon 30 days’ notice to stockholders, provided that the Company may increase or decrease the funding available for the redemption of shares pursuant to the share redemption program upon 10 business days’ notice.
The Company records amounts that are redeemable under the share redemption program as redeemable common stock in its consolidated balance sheets because the shares will be mandatorily redeemable at the option of the holder and therefore their redemption is outside the control of the Company. The maximum amount redeemable under the Company’s share redemption program is limited to the number of shares the Company could redeem with the amount of the net proceeds from the sale of shares under the distribution reinvestment plan during the prior calendar year. However, because the amounts that can be redeemed are determinable and only contingent on an event that is likely to occur (e.g., the passage of time) the Company will present the net proceeds from the current year and prior year distribution reinvestment plan, net of current year redemptions, as redeemable common stock in its consolidated balance sheets.
The Company will classify as liabilities financial instruments that represent a mandatory obligation of the Company to redeem shares. 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 repurchase shares under the share redemption program, it will reclassify such obligations from temporary equity to a liability based upon their respective settlement values.
Related Party Transactions
Pursuant to the Advisory Agreement, the Private Offering Dealer Manager Agreement and the Public Offering Dealer Manager Agreement, the Company is or was obligated to pay the Advisor and the Dealer Manager specified fees upon the provision of certain services related to the Private Offering and the Public Offering, the investment of funds in real estate and real estate-related investments, management of the Company’s investments and for other services (including, but not limited to, the disposition of investments). The Company is or was also obligated to reimburse the Advisor and Dealer Manager for organization and offering costs incurred by the Advisor and the Dealer Manager on behalf of the Company, and the Company is obligated to reimburse the Advisor for acquisition and origination expenses and certain operating expenses incurred on behalf of the Company or incurred in connection with 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. See Note 8, “Related Party Transactions.”
In addition, in connection with certain property acquisitions, the Company, through indirect wholly owned subsidiaries, has entered into separate property management agreements (each, a “Property Management Agreement”) with KBS Management Group, LLC (the “Co-Manager”), an affiliate of the Advisor.
The Company records all related party fees as incurred, subject to any limitations described in the respective agreements. The Company had not incurred any disposition fees, subordinated participation in net cash flows or subordinated incentive fees payable to the Advisor through June 30, 2016.
Related Party Transactions, Selling Commissions and Dealer Manager Fees
In the Private Offering, the Company paid the Dealer Manager up to 6.5% of the price per share of Class A common stock sold in the primary portion of the Private Offering as a selling commission. The Dealer Manager reallowed 100% of selling commissions earned to participating broker-dealers. No sales commissions were paid on shares sold through the distribution reinvestment plan.  In the Private Offering, the Company paid the Dealer Manager up to 2.0% of the price per share of Class A common stock sold in the primary portion of the Private Offering as a dealer manager fee. No dealer manager fee was payable on shares sold under the distribution reinvestment plan. From its dealer manager fee, the Dealer Manager could reallow to any participating broker-dealer up to 1.0% of the price per share of Class A common stock sold in the Private Offering attributable to that participating broker-dealer as a marketing fee and in special cases the dealer manager could increase the reallowance.
In the Public Offering, the Company pays selling commissions to the Dealer Manager in amounts up to 6.5% of the price per share of Class A common stock sold in the primary portion of the Public Offering and up to 3.0% of the price per share of Class T common stock sold in the primary portion of the Public Offering. Additionally, in the Public Offering, the Company pays dealer manager fees to the Dealer Manager in an amount up to 2.0% of the price per share of Class A and Class T common stock sold in the primary portion of the Public Offering. The Dealer Manager reallows all selling commissions to participating broker dealers and may generally reallow (from its dealer manager fee) to any participating broker dealer up to 1.0% of the gross proceeds from the primary portion of the Public Offering attributable to that participating broker dealer as a marketing fee and in select cases up to 1.5% of the gross proceeds from the primary portion of the Public Offering may be reallowed. No selling commissions or dealer manager fees are payable on shares of common stock sold under the distribution reinvestment plan.
Related Party Transactions, Organization and Offering Costs
Organization and offering costs of the Company (other than selling commissions, dealer manager fees and the stockholder servicing fee) may be paid by the Advisor, the Dealer Manager or their affiliates on behalf of the Company or may be paid directly by the Company. Offering costs include all expenses incurred in connection with the Private Offering and the Public Offering. Organization costs include all expenses incurred in connection with the formation of the Company, including but not limited to legal fees and other costs to incorporate the Company.
During the Private Offering, there was no limit on the amount of organization and offering costs the Company could incur and the Company was obligated to reimburse the Advisor, the Dealer Manager or their affiliates, as applicable, for organization and offering costs (excluding wholesaling compensation expenses) paid by them on behalf of the Company. During the Public Offering, pursuant to the Advisory Agreement and the Public Offering Dealer Management Agreement, the Company is obligated to reimburse the Advisor, the Dealer Manager or their affiliates, as applicable, for organization and offering costs related to the Public Offering (excluding wholesaling compensation expenses) paid by them on behalf of the Company provided such reimbursement would not cause the total organization and offering costs borne by the Company related to the Public Offering (including selling commissions, dealer manager fees, the stockholder servicing fee and all other items of organization and offering expenses) to exceed 15% of gross offering proceeds raised in the Public Offering as of the date of reimbursement. The Company reimburses the Dealer Manager for underwriting compensation in connection with the Private Offering; however, the Company may also pay all of these costs directly as discussed in the private placement memorandum for the Private Offering. The Company also expects to reimburse the Dealer Manager for underwriting compensation in connection with the Public Offering as discussed in the prospectus for the Public Offering. The Company also pays directly or reimburses, and expects to pay directly or reimburse, the Dealer Manager for due diligence expenses of broker dealers in connection with the Private Offering and the Public Offering, respectively. In addition, the Advisor is obligated to reimburse the Company to the extent organization and offering costs (excluding selling commissions, the dealer manager fee and stockholder servicing fee) borne by the Company and incurred in connection with the Primary Offering exceed 1% of gross proceeds raised in the Primary Offering as of the termination of the Primary Offering.
As of June 30, 2016, the Company had not incurred any organization and offering costs related to the Public Offering and all such costs had been funded by the Advisor or the Dealer Manager. As a result, these organization and offering costs related to the Public Offering are not recorded in the financial statements of the Company as of June 30, 2016 because such costs are only a liability of the Company to the extent organization and offering costs incurred by the Company in connection with the Public Offering do not exceed 15% of the gross proceeds raised in the Public Offering. Organization and offering costs related to the Private Offering were not a liability to the Company until the Company satisfied the minimum offering amount in the Private Offering. Because the Company broke escrow in the Private Offering on August 12, 2015, organization and offering costs related to the Private Offering are recorded in the financial statements of the Company as of June 30, 2016. Organization costs are expensed as incurred and offering costs are deferred and charged to stockholder’s equity as such amounts are reimbursed to the Advisor, the Dealer Manager or their affiliates from the gross proceeds of the applicable offering.
Related Party Transactions, Acquisition and Origination Fees
The Company pays the Advisor 2.0% of the cost of investments acquired or originated by the Company, or the amount to be funded to acquire or originate loans, including acquisition and origination expenses and any debt attributable to such investments, plus significant capital expenditures budgeted as of the date of acquisition related to the development, construction or improvement of a real estate property. Acquisition fees calculated based on capital expenditures budgeted as of the date of acquisition are paid at the time funds are disbursed pursuant to a final approved budget upon receipt of an invoice by the Company.
Related Party Transactions, Acquisition and Origination Expenses Policy
The Company reimburses the Advisor for customary acquisition and origination expenses (including expenses relating to potential investments that the Company does not close), such as legal fees and expenses (including fees of independent contractor in-house counsel that are not employees of the Advisor), costs of due diligence (including, as necessary, updated appraisals, surveys and environmental site assessments), travel and communications expenses, accounting fees and expenses and other closing costs and miscellaneous expenses relating to the acquisition or origination of real estate properties and real estate-related investments.
Related Party Transactions, Stockholder Servicing Fee
Pursuant to the Public Offering Dealer Manager Agreement, the Company pays the Dealer Manager an annual stockholder servicing fee of 1.0% of the purchase price per share (ignoring any discounts that may be available to certain categories of purchasers) of Class T common stock sold in the Primary Offering solely to the extent there is a broker dealer of record with respect to such Class T share that has entered a currently effective selected dealer agreement or servicing agreement that provides for the payment to such broker dealer of the stockholder servicing fee with respect to such Class T share, and such broker dealer of record is in compliance with the applicable terms of such selected dealer agreement or servicing agreement related to such payment. To the extent payable, the stockholder servicing fee will accrue daily and be paid monthly in arrears, and the Dealer Manager will reallow 100% of the stockholder servicing fee to such broker dealer of record for services provided to Class T stockholders after the initial sale of the Class T share. In addition, no stockholder servicing fee will be paid with respect to Class T shares purchased through the distribution reinvestment plan or issued pursuant to a stock dividend.
The stockholder servicing fee with respect to a Class T share will cease accruing upon the earlier of any of the following events (i) the date at which aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the Primary Offering in which the Class T share was sold, as calculated by the Company with the assistance of the Dealer Manager after the termination of the Primary Offering in which the Class T share was sold, (ii) with respect to a particular Class T share, on the fourth anniversary of the issuance of the share, (iii) a listing of the Company’s common stock on a national securities exchange, (iv) a merger or other extraordinary transaction, and (v) the date the Class T share associated with the stockholder servicing fee is no longer outstanding such as upon its redemption or the Company’s dissolution.
Related Party Transactions, Asset Management Fee
The Company pays the Advisor a monthly fee equal to one-twelfth of 1.6% of the cost of its investments, less any debt secured by or attributable to the investments. The cost of the real property investments is calculated as the amount paid or allocated to acquire the real property, plus the budgeted capital improvement costs for the development, construction or improvements to the property once such funds are disbursed pursuant to a final approved budget and fees and expenses related to the acquisition, but excluding acquisition fees paid or payable to the Advisor. The cost of the Company’s real estate-related investments and any investments other than real property will be calculated as the lesser of: (x) the amount paid or allocated to acquire or fund the investment, including fees and expenses related to the acquisition or origination (but excluding acquisition or origination fees paid or payable to the Advisor), and (y) the outstanding principal amount of such investment, including fees and expenses related to the acquisition or funding of such investment (but excluding acquisition or origination fees paid or payable to the Advisor). 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.
Related Party Transactions, Property Management Fee
The Company pays the Co-Manager a monthly fee equal to a percentage of the rent (to be determined on a property by property basis, consistent with current market rates), payable and actually collected for the month, from certain property acquisitions for which the Company has entered a Property Management Agreement with the Co-Manager. See Note 8, “Related-Party Transactions — Real Estate Property Co-Management Agreement.”
Related Party Transactions, Disposition Fee
For substantial assistance in connection with the sale of the Company’s assets, which includes the sale of a single asset or the sale of all or a portion of the Company’s assets through a portfolio sale, merger or business combination transaction, the Company will pay the Advisor or its affiliates a percentage of the contract sales price of the assets sold (including residential or commercial mortgage-backed securities issued by a subsidiary of the Company as part of a securitization transaction). For dispositions with a contract sales price less than or equal to $1.5 billion, the disposition fee will equal 1.5% of the contract sales price. For dispositions with a contract sales price greater than $1.5 billion, the disposition fee will equal 1.5% of the first $1.5 billion of the contract sales price, plus 1.1% of the amount of the contract sales price in excess of $1.5 billion. The disposition fee is determined on a per transaction basis and is not cumulative. The Company will not pay a disposition fee upon the maturity, prepayment or workout of a loan or other debt-related investment, provided that (i) if the Company negotiates a discounted payoff with the borrower, the Company will pay a disposition fee and (ii) if the Company takes ownership of a property as a result of a workout or foreclosure of a loan, the Company will pay a disposition fee upon the sale of such property.
Related Party Transactions, Subordinated Participation in Net Cash Flows
After the Company’s common stockholders have received, together as a collective group, aggregate distributions (including distributions funded from any source and those that may constitute a return of capital for federal income tax purposes) sufficient to provide (i) a return of their gross investment amount, which is the amount calculated by multiplying the total number of shares purchased by stockholders by the issue price, reduced by the total number of shares repurchased by the Company (excluding shares received as a stock divided which we subsequently repurchased) multiplied by the weighted average issue price of the shares sold in a primary offering, and (ii) a 6% per year cumulative, noncompounded return on such gross investment amount, the Advisor is entitled to receive 15% of the Company’s net cash flows, whether from continuing operations, net sales proceeds, net financing proceeds, or otherwise. Net sales proceeds means the net cash proceeds realized by the Company after deduction of all expenses incurred (i) in connection with a disposition of the Company’s assets, or (ii) from the prepayment, maturity, workout or other settlement of any loan or other investment. Net financing proceeds means the net cash proceeds realized from the financing of the Company’s assets or refinancing of the Company’s debt. The 6% per year cumulative, noncompounded return on gross investment amount is calculated on a daily basis. In making this calculation, gross investment amount is determined for each day during the period for which the 6% per year cumulative, noncompounded return is being calculated, including a daily adjustment to reflect shares repurchased by the Company (excluding shares received as a stock divided which we subsequently repurchased), and gross investment amount is reduced by the following: (i) distributions from net sales proceeds, (ii) distributions paid from operating cash flow in excess of a cumulative, noncompounded, annual return of 6%, and (iii) distributions from net financing proceeds, except to the extent such distributions would be required to supplement prior distributions paid in order to achieve a cumulative, noncompounded, annual return of 6%. Gross investment amount is only reduced as described above; it is not reduced simply because a distribution constitutes a return of capital for federal income tax purposes.
Related Party Transactions, Subordinated Incentive Listing Fee
Upon a merger or listing of the Company’s common stock on a national securities exchange, the Company will pay the Advisor an incentive fee. Upon a listing this fee will equal 15% of the amount by which (i) the market value of the outstanding stock plus the total of all distributions paid by the Company to stockholders from inception until the date market value is determined (including distributions funded from any source and those that may constitute a return of capital for federal income tax purposes and excluding any stock dividends) exceeds (ii) the sum of the stockholders’ gross investment amount, which is the amount calculated by multiplying the total number of shares purchased by stockholders by the issue price, reduced by the total number of shares repurchased by the Company (excluding shares received as a stock divided which we subsequently repurchased) multiplied by the weighted average issue price of the shares sold in a primary offering, and the amount of cash flow necessary to generate a 6% per year cumulative, noncompounded return on stockholders’ gross investment amount from inception of the Company through the date the market value is determined.
Upon a merger this fee will equal 15% of the amount by which (i) the merger consideration amount plus the total of all distributions paid or declared by the Company to stockholders from inception until the closing of the merger (including distributions funded from any source and those that may constitute a return of capital for federal income tax purposes and excluding any stock dividends) exceeds (ii) the sum of the stockholders’ gross investment amount, which is the amount calculated by multiplying the total number of shares purchased by stockholders by the issue price, reduced by the total number of shares repurchased by the Company (excluding shares received as a stock divided which we subsequently repurchased) multiplied by the weighted average issue price of the shares sold in a primary offering, and the amount necessary to generate a 6% per year cumulative, noncompounded return on stockholders’ gross investment amount from the Company’s inception through the closing of the merger.
The 6.0% per year cumulative, noncompounded return on gross investment amount is calculated on a daily basis. In making this calculation, gross investment amount is determined for each day during the period for which the 6.0% per year cumulative, noncompounded return is being calculated, including a daily adjustment to reflect shares repurchased by the Company (excluding shares received as a stock dividend which the Company subsequently repurchased). In addition, gross investment amount is reduced by the following: (i) distributions from net sales proceeds, (ii) distributions paid from operating cash flow in excess of a cumulative, noncompounded, annual return of 6.0%, and (iii) distributions from net financing proceeds, except to the extent such distributions would be required to supplement prior distributions paid in order to achieve a cumulative, noncompounded, annual return of 6.0%. Gross investment amount is only reduced as described above; it is not reduced simply because a distribution constitutes a return of capital for federal income tax purposes.
Related Party Transactions, Advance from the Advisor
The Advisor agreed to advance funds to the Company for distribution record dates through the period ended May 31, 2016 and, to the extent and in the amount requested by the Company, to advance funds to the Company equal to an amount up to the cumulative amount of cash distributions declared by the Company for distribution record dates for the period from June 1, 2016 to June 30, 2016. The Company is only obligated to repay the Advisor for its advance if and to the extent that:
(i)
the Company’s modified funds from operations (“MFFO”), as such term is defined by the Investment Program Association and interpreted by the Company, for the immediately preceding month exceeds the amount of cash distributions declared for record dates of such prior month (an “MFFO Surplus”), and the Company will pay the Advisor the amount of the MFFO Surplus to reduce the principal amount outstanding under the advance, provided that such payments shall only be made if management in its sole discretion expects an MFFO Surplus to be recurring for at least the next two calendar quarters, determined on a quarterly basis; or
(ii)
Excess proceeds from third-party financings are available (“Excess Proceeds”), provided that the amount of any such Excess Proceeds that may be used to repay the principal amount outstanding under the advance shall be determined by the conflicts committee in its sole discretion.
No interest accrues on the advance made by the Advisor.
In determining whether Excess Proceeds are available to repay the advance, the Company’s conflicts committee will consider whether cash on hand could have been used to reduce the amount of third-party financing provided to us. If such cash could have been used instead of third-party financing, the third-party financing proceeds will be available to repay the advance.
Related Party Transactions, Reimbursement of Operating Expenses
The Company may reimburse the expenses incurred by the Advisor or its affiliates in connection with their provision of services to the Company, including the Company’s allocable share of the Advisor’s overhead, such as rent, employee costs, utilities and cybersecurity costs. The Advisor may seek reimbursement for employee costs under the Advisory Agreement. At this time, the Company anticipates it will only reimburse the Advisor for its allocable portion of the salaries, benefits and overhead of internal audit department personnel providing services to the Company. In the future, if the Advisor seeks reimbursement for additional employee costs, such costs may include the Company’s proportionate share of the salaries of persons involved in the preparation of documents to meet SEC reporting requirements. The Company will not reimburse the Advisor or its affiliates for employee costs in connection with services for which the Advisor or its affiliates receive acquisition or origination fees 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.
The Company reimburses the Dealer Manager for certain fees and expenses it incurs for administering the Company’s participation in the DTCC Alternative Investment Product Platform, or the AIP Platform, with respect to certain accounts of the Company’s investors serviced through the AIP Platform.
The Company has entered, together with KBS Real Estate Investment Trust, Inc., KBS Real Estate Investment Trust II, Inc., KBS Strategic Opportunity REIT, Inc., KBS Legacy Partners Apartment REIT, Inc., KBS Real Estate Investment Trust III, Inc., KBS Strategic Opportunity REIT II, Inc., the Dealer Manager, the Advisor and other KBS affiliated entities, 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.
Income Taxes
The Company intends to elect to be taxed as a REIT under the Internal Revenue Code of 1986, as amended and intends to operate as such beginning with its taxable year ended December 31, 2015. 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 its 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 to the extent it distributes qualifying 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 intends to organize and operate in such a manner as to qualify for treatment as a REIT.
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 for the period from January 27, 2015 to June 30, 2016. For the purpose of determining the weighted average number of shares outstanding, stock dividends issued during the period presented and subsequent to June 30, 2016 but before the issuance of the consolidated financial statements are adjusted retroactively and treated as if they were issued and outstanding for all periods presented. 
During the three and six months ended June 30, 2016, aggregate cash distributions declared per share of Class A common stock were $0.12465726 and $0.24794466 per share of Class A common stock, assuming the share was issued and outstanding each date that was a record date for distributions during the period. No shares of Class T common stock were issued and outstanding as of June 30, 2016. The Company declared cash distributions in the amount of $0.00136986 per share per day based on daily record dates for the period from January 1, 2016 through February 28, 2016 and March 1, 2016 through March 31, 2016. The Company declared cash distributions on the outstanding shares of all classes of common stock based on daily record dates for the period from April 1, 2016 through June 30, 2016. Distributions for this period were calculated based on stockholders of record each day during this period at a rate of (i) $0.00136986 per share per day, less (ii) the applicable daily class-specific stockholder servicing fees accrued for and allocable to any class of common stock, divided by the number of shares of common stock of such class outstanding as of the close of business on each respective record date.
The Company did not declare any cash distributions or stock dividends during the period from January 27, 2015 to June 30, 2015.
Square Footage, Occupancy and Other Measures
 Any references to square footage, occupancy or annualized base rent are unaudited and outside the scope of the Company’s independent registered public accounting firm’s review of the Company’s financial statements in accordance with the standards of the United States Public Company Accounting Oversight Board.
Recently Issued Accounting Standards Updates
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.
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 change 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.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) (“ASU No. 2016-13”).  ASU No. 2016-13 affects entities holding financial assets and net investments in leases that are not accounted for at fair value through net income.  The amendments in ASU No. 2016-13 require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected.  The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset.  ASU No. 2016-13 also amends the impairment model for available-for-sale securities.  An entity will recognize an allowance for credit losses on available-for-sale debt securities as a contra-account to the amortized cost basis rather than as a direct reduction of the amortized cost basis of the investment, as is currently required.  ASU No. 2016-13 also requires new disclosures.  For financial assets measured at amortized cost, an entity will be required to disclose information about how it developed its allowance for credit losses, including changes in the factors that influenced management’s estimate of expected credit losses and the reasons for those changes.  For financing receivables and net investments in leases measured at amortized cost, an entity will be required to further disaggregate the information it currently discloses about the credit quality of these assets by year of the asset’s origination for as many as five annual periods. For available for sale securities, an entity will be required to provide a roll-forward of the allowance for credit losses and an aging analysis for securities that are past due.  ASU No. 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years.  Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.  The Company is still evaluating the impact of adopting ASU No. 2016-13 on its financial statements, but does not expect the adoption of ASU No. 2016-13 to have a material impact on its financial statements.
XML 36 R19.htm IDEA: XBRL DOCUMENT v3.5.0.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
 6 Months Ended
Jun. 30, 2016
Accounting Policies [Abstract]  
Schedule of Property, Plant and Equipment
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
Schedule of Dividends Declared
The Company has declared and issued the following stock dividends on shares of the Company’s common stock through the filing date of this report:
Declaration Date
 
Record Date
 
Issue Date
 
Amount Declared per
Share Outstanding
 
Total Shares Issued
September 14, 2015
 
September 30, 2015
 
October 1, 2015
 
0.00082192 shares
 
556
September 14, 2015
 
October 31, 2015
 
November 2, 2015
 
0.00084932 shares
 
620
October 26, 2015
 
November 30, 2015
 
December 1, 2015
 
0.00082192 shares
 
1,484
November 30, 2015
 
December 31, 2015
 
January 4, 2016
 
0.00084932 shares
 
1,883
November 30, 2015
 
January 31, 2016
 
February 1, 2016
 
0.00084932 shares
 
2,381
January 26, 2016
 
February 29, 2016
 
March 1, 2016
 
0.00076712 shares
 
2,710
January 26, 2016
 
March 31, 2016
 
April 1, 2016
 
0.00084932 shares
 
5,424
March 16, 2016
 
April 30, 2016
 
May 3, 2016
 
0.00082192 shares
 
6,355
March 16, 2016
 
May 31, 2016
 
June 1, 2016
 
0.00084932 shares
 
7,308
May 11, 2016
 
June 30, 2016
 
July 1, 2016
 
0.00082192 shares
 
7,101
May 11, 2016
 
July 31, 2016
 
August 2, 2016
 
0.00084932 shares
 
7,373
XML 37 R20.htm IDEA: XBRL DOCUMENT v3.5.0.2
REAL ESTATE (Tables)
 6 Months Ended
Jun. 30, 2016
Real Estate [Abstract]  
Schedule of Real Estate
The following table provides summary information regarding the properties owned by the Company as of June 30, 2016:
Property
 
Date Acquired
 
City
 
State
 
Property
Type
 
Total
Real Estate
at Cost
 
Accumulated
Depreciation
and
Amortization
 
Total
Real Estate,
Net
Von Karman Tech Center
 
08/12/2015
 
Irvine
 
CA
 
Office
 
$
21,303,114

 
$
(760,260
)
 
$
20,542,854

Commonwealth Building
 
06/30/2016
 
Portland
 
OR
 
Office
 
73,844,114

 
—

 
73,844,114

 
 
 
 
 
 
 
 
 
 
$
95,147,228

 
$
(760,260
)
 
$
94,386,968
Schedules of Concentration of Risk, by Risk Factor
As of June 30, 2016, the Company’s real estate properties were leased to approximately 40 tenants over a diverse range of industries. 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)
 
Percentage of Annualized Base Rent
Professional, scientific and legal
 
8
 
$
1,974,880

 
25.9
%
Information
 
5
 
1,508,800

 
19.8
%
Computer system design and programming
 
3
 
1,070,613

 
14.1
%
_____________________
(1) Annualized base rent represents annualized contractual base rental income as of June 30, 2016, 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.
As of June 30, 2016, the following properties represented more than 10% of the Company’s total assets:
Property
 
Location
 
Rentable
Square
Feet
 
Total
Real Estate, Net
 
Percentage
of Total
Assets
 
Annualized Base Rent (1)
 
Average Annualized Base Rent per sq. ft.
 
Occupancy
Von Karman Tech Center
 
Irvine, CA
 
101,161

 
$
20,542,854

 
16.1
%
 
$
2,277.218

 
$
22.51

 
100.0
%
Commonwealth Building
 
Portland, OR
 
219,742

 
$
73,844,114

 
57.9
%
 
$
5,333,405

 
$
25.22

 
96.2
%
_____________________
(1) Annualized base rent represents annualized contractual base rental income as of June 30, 2016, 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.
Schedule of Future Minimum Rental Income for Company's Properties
As of June 30, 2016, the future minimum rental income from the Company’s properties under its non-cancelable operating leases was as follows:
July 1, 2016 through December 31, 2016
$
3,471,166

2017
7,085,156

2018
6,250,399

2019
5,554,550

2020
5,067,624

Thereafter
7,865,000

 
$
35,293,895
XML 38 R21.htm IDEA: XBRL DOCUMENT v3.5.0.2
TENANT ORIGINATION AND ABSORPTION COSTS, ABOVE-MARKET LEASE ASSETS AND BELOW-MARKET LEASE LIABILITIES (Tables)
 6 Months Ended
Jun. 30, 2016
Tenant Origination and Absorption Costs, Above-Market Lease Assets and Below-Market Lease Liabilities [Abstract]  
Tenant Origination and Absorption Costs, Above-Market Lease Assets and Below-Market Lease Liabilities
As of June 30, 2016 and December 31, 2015, the Company’s tenant origination and absorption costs and below-market lease liabilities were as follows:
 
Tenant Origination and
Absorption Costs
 
Below-Market
Lease Liabilities
 
June 30, 2016
 
December 31, 2015
 
June 30, 2016
 
December 31, 2015
Cost
$
7,121,492

 
$
1,987,175

 
$
(5,416,885
)
 
$
(122,143
)
Accumulated Amortization
(319,738
)
 
(144,599
)
 
14,786

 
8,932

Net Amount
$
6,801,754

 
$
1,842,576

 
$
(5,402,099
)
 
$
(113,211
)
XML 39 R22.htm IDEA: XBRL DOCUMENT v3.5.0.2
NOTES PAYABLE (Tables)
 6 Months Ended
Jun. 30, 2016
Notes Payable [Abstract]  
Schedule of Long-term Debt Instruments
As of June 30, 2016, the Company’s notes payable consisted of the following:
 
 
Book Value
as of
June 30,
2016
 
Book Value
as of
December 31, 2015
 
Contractual
Interest Rate as of
June 30, 2016 (1)
 
Effective Interest Rate at
June 30, 2016 (1)
 
Payment
Type 
 
Maturity Date (2)
Von Karman Tech Center Mortgage Loan (3)
 
$
11,246,790

 
$
16,346,040

 
One-month LIBOR + 1.90%
 
2.36%
 
Interest Only
 
09/01/2020
Commonwealth Building Mortgage Loan (4)
 
$
41,000,000

 
—

 
One-month LIBOR + 2.15%
 
2.60%
 
Interest Only
 
07/01/2021
Notes payable principal outstanding
 
52,246,790

 
16,346,040

 
 
 
 
 
 
 
 
Deferred financing costs, net
 
(869,653
)
 
(289,059
)
 
 
 
 
 
 
 
 
Notes payable, net
 
$
51,377,137

 
$
16,056,981

 
 
 
 
 
 
 
 
_____________________
(1) Contractual interest rate represents the interest rate in effect under the loan as of June 30, 2016. Effective interest rate is calculated as the actual interest rate in effect at June 30, 2016 (consisting of the contractual interest rate), using interest rate indices at June 30, 2016, where applicable.
(2) Represents the maturity date as of June 30, 2016; subject to certain conditions, the maturity dates of certain loans may be extended beyond the dates shown.
(3) On April 11, 2016, the Company repaid $5.1 million of the Von Karman Tech Center Mortgage Loan principal balance. In connection with the partial repayment of the Von Karman Tech Center Mortgage Loan, the interest rate was reduced from a floating rate of 350 basis points over one-month LIBOR to a floating rate of 190 basis points over one-month LIBOR.
(4) See “— Recent Financing Transaction.”
XML 40 R23.htm IDEA: XBRL DOCUMENT v3.5.0.2
FAIR VALUE DISCLOSURES (Tables)
 6 Months Ended
Jun. 30, 2016
Fair Value Disclosures [Abstract]  
Schedule of Face Value, Carrying Amounts and Fair Value
The following were the face value, carrying amount and fair value of the Company’s notes payable as of June 30, 2016 and December 31, 2015:
 
 
June 30, 2016
 
December 31, 2015
 
 
Face Value
 
Carrying Amount
 
Fair Value
 
Face Value
 
Carrying Amount
 
Fair Value
Financial liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Notes payable 
 
$
52,246,790

 
$
51,377,137

 
$
52,157,850

 
$
16,346,040

 
$
16,056,981

 
$
16,556,729
XML 41 R24.htm IDEA: XBRL DOCUMENT v3.5.0.2
RELATED PARTY TRANSACTIONS (Tables)
 6 Months Ended
Jun. 30, 2016
Related Party Transactions [Abstract]  
Schedule of Related Party Costs
Pursuant to the terms of these agreements, summarized below are the related-party costs incurred by the Company for the three and six months ended June 30, 2016, three months ended June 30, 2015 and for the period from January 27, 2015 to June 30, 2015, and any related amounts payable as of June 30, 2016 and December 31, 2015.
 
Incurred
Payable as of
 
Three Months Ended June 30,
 
Six Months Ended
June 30, 2016
 
For the Period from January 27, 2015 to June 30, 2015
 
 
 
 
 
2016
 
2015
 
 
 
June 30, 2016
 
December 31, 2015
Expensed
 
 
 
 
 
 
 
 
 
 
 
Asset management fees
$
38,568

 
$
—

 
$
58,831

 
$
—

 
$
—

 
$
—

Reimbursement of operating expenses (1)
32,834

 
—

 
84,361

 
—

 
16,526

 
205,276

Property management fees (2)
9,548

 
—

 
17,318

 
—

 
—

 
—

Real estate acquisition fees
1,382,637

 
—

 
1,382,637

 
—

 
1,382,637

 
—

Other Arrangement
 
 
 
 
 
 
 
 
 
 
 
Advisor advance for cash distributions (3)
681,359

 
—

 
1,139,648

 
—

 
1,338,145

 
198,497

Additional Paid-in Capital
 
 
 
 
 
 
 
 
 
 
 
Selling commissions
1,152,658

 
—

 
2,986,278

 
—

 
—

 
—

Dealer manager fees
391,943

 
—

 
1,105,338

 
—

 
—

 
—

Reimbursable other offering costs (4)
33,342

 
—

 
358,325

 
—

 
276,224

 
1,030,749

 
$
3,722,889

 
$
—

 
$
7,132,736

 
$
—

 
$
3,013,532

 
$
1,434,522

_____________________
(1) Reimbursable operating expenses primarily related to directors and officers liability insurance, legal fees, state and local taxes, 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 $34,731 and $37,278 for the three and six months ended June 30, 2016, and were the only type of employee costs reimbursed under the Advisory Agreement for the three and six months ended June 30, 2016. 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. In addition to the amounts above, the Company reimburses the Advisor for certain of the Company’s direct costs incurred from third parties that were initially paid by the Advisor on behalf of the Company.
(2) See “Real Estate Property Co-Management Agreement” below.
(3) See Note 2, “Summary of Significant Accounting Policies – Related Party Transactions – Advance from the Advisor.”
(4) See Note 2, “Summary of Significant Accounting Policies – Related Party Transactions – Organization and Offering Costs” for more information related to other offering costs related to the Private Offering and Public Offering.
XML 42 R25.htm IDEA: XBRL DOCUMENT v3.5.0.2
UNAUDITED PRO FORMA FINANCIAL INFORMATION (Tables)
 6 Months Ended
Jun. 30, 2016
Business Acquisition, Pro Forma Information [Abstract]  
Business Acquisition, Pro Forma Information
The following unaudited pro forma information for the three and six months ended June 30, 2016 and 2015 has been prepared to give effect to the acquisition of the Commonwealth Building as if this acquisition occurred on January 27, 2015. This pro forma information does not purport to represent what the actual results of operations of the Company would have been had the acquisitions occurred on this date, nor does it purport to predict the results of operations for future periods.
 
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30, 2016
 
For the Period from January 27, 2015 to
June 30, 2015
 
 
2016
 
2015
 
 
Revenues
 
$
2,221,893

 
$
1,450,284

 
$
4,357,608

 
$
2,899,072

Depreciation and amortization
 
$
960,784

 
$
601,650

 
$
1,916,518

 
$
1,197,920

Net loss
 
$
(355,912
)
 
$
(96,333
)
 
$
(702,193
)
 
$
(187,456
)
XML 43 R26.htm IDEA: XBRL DOCUMENT v3.5.0.2
ORGANIZATION ORGANIZATION (Details)
 3 Months Ended 6 Months Ended 11 Months Ended 17 Months Ended
Aug. 11, 2015
USD ($)
$ / shares
shares
Jun. 11, 2015
shares
Jun. 30, 2016
property
shares
Jun. 30, 2016
USD ($)
property
shares
Dec. 31, 2015
USD ($)
shares
Jun. 30, 2016
USD ($)
property
shares
Feb. 04, 2015
USD ($)
Jan. 27, 2015
$ / shares
shares
Organizational Structure [Line Items]                
Managing member or general partner, ownership interest     0.10%          
Members or limited partners, ownership interest     99.90%          
Number of real estate properties | property     2 2   2    
Core property, minimum percent of occupancy     80.00% 80.00%   80.00%    
Issuance of common stock, value | $       $ 58,043,862 $ 19,105,265      
Class A [Member]                
Organizational Structure [Line Items]                
Common stock, shares issued     8,639,842 8,639,842 2,216,821 8,639,842    
Issuance of common stock, value | $           $ 76,800,000    
Stock issued during period, value, dividend reinvestment plan | $           $ 700,000    
Common Stock [Member]                
Organizational Structure [Line Items]                
Shares authorized for dividend reinvestment plan   5,000,000            
Primary private offering, period of continuation to process subscriptions   30 days            
Issuance of common stock, shares       6,396,961 2,194,161      
Issuance of common stock, value | $       $ 63,969 $ 21,941      
Primary offering, purchase price per share, discount 8.50%              
Primary offering, purchase price per share | $ / shares $ 8.90              
Common Stock [Member] | Chief Executive Officer [Member]                
Organizational Structure [Line Items]                
Issuance of common stock, shares 21,181.2380              
Common Stock [Member] | President [Member]                
Organizational Structure [Line Items]                
Issuance of common stock, shares 21,181.2390              
Common Stock [Member] | Chief Executive Officer and President [Member]                
Organizational Structure [Line Items]                
Issuance of common stock, value | $ $ 172,500              
Shares issued, price per share | $ / shares $ 8.144              
Common Stock [Member] | Class A [Member]                
Organizational Structure [Line Items]                
Issuance of common stock, shares           8,548,759    
Stock issued during period, shares, dividend reinvestment plan           74,532    
Common Stock [Member] | Maximum [Member]                
Organizational Structure [Line Items]                
Shares authorized for issuance   105,000,000            
Shares authorized for issuance, value | $             $ 1,500,000,000  
Shares authorized for dividend reinvestment plan, value | $             $ 800,000,000  
KBS Capital Advisors LLC [Member]                
Organizational Structure [Line Items]                
Common stock, shares issued               20,000
Purchase price per share (in usd per share) | $ / shares               $ 10.00
XML 44 R27.htm IDEA: XBRL DOCUMENT v3.5.0.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Useful Life) (Details)
 6 Months Ended
Jun. 30, 2016
Building [Member] | Minimum [Member]  
Property, Plant and Equipment [Line Items]  
Useful lives 25 years
Building [Member] | Maximum [Member]  
Property, Plant and Equipment [Line Items]  
Useful lives 40 years
Building Improvements [Member] | Minimum [Member]  
Property, Plant and Equipment [Line Items]  
Useful lives 10 years
Building Improvements [Member] | Maximum [Member]  
Property, Plant and Equipment [Line Items]  
Useful lives 25 years
Tenant Improvements [Member]  
Property, Plant and Equipment [Line Items]  
Useful lives Shorter of lease term or expected useful life
Tenant Origination and Absorption Costs [Member]  
Property, Plant and Equipment [Line Items]  
Useful lives Remaining term of related leases, including below-market renewal periods
XML 45 R28.htm IDEA: XBRL DOCUMENT v3.5.0.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Redeemable Common Stock) (Details) - $ / shares
Apr. 28, 2016
Mar. 16, 2016
Summary of Significant Accounting Policies [Line Items]    
Dividend reinvestment plan, period estimating net assets value per share 150 days  
Amendment of Share Redemption Program [Member]    
Summary of Significant Accounting Policies [Line Items]    
Holding requirement   1 year
Redemption price percentage of most recent estimated value per share   95.00%
Estimated value per share of company's common stock   $ 9.40
Dividend reinvestment plan, period estimating net assets value per share   150 days
Share redemption program, termination period   30 days
Period of increase or decrease of funding available for redemption   10 days
Amendment of Share Redemption Program [Member] | Maximum [Member]    
Summary of Significant Accounting Policies [Line Items]    
Percentage of weighted-average shares outstanding available for redemption during any calendar year   5.00%
XML 46 R29.htm IDEA: XBRL DOCUMENT v3.5.0.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Selling Commissions and Dealer Manager Fees) (Details) - Dealer Manager [Member]
Jun. 30, 2016
Class T [Member]  
Summary of Significant Accounting Policies [Line Items]  
Percent of dealer manager reallows of sales commissions earned to participating broker-dealer 100.00%
Private Placement [Member]  
Summary of Significant Accounting Policies [Line Items]  
Percent of dealer manager reallows of sales commissions earned to participating broker-dealer 100.00%
Private Placement [Member] | Maximum [Member] | Class A [Member]  
Summary of Significant Accounting Policies [Line Items]  
Selling commissions fees paid, percent of gross offering proceeds 6.50%
Dealer managers fees paid, percent of gross offering proceeds 2.00%
Sales commissions, broker dealer, percentage 1.00%
Public Placement [Member] | Maximum [Member]  
Summary of Significant Accounting Policies [Line Items]  
Dealer managers fees paid, percent of gross offering proceeds 2.00%
Sales commissions, broker dealer, percentage 1.00%
Marketing fee, percentage 1.50%
Public Placement [Member] | Maximum [Member] | Class A [Member]  
Summary of Significant Accounting Policies [Line Items]  
Selling commissions fees paid, percent of gross offering proceeds 6.50%
Public Placement [Member] | Maximum [Member] | Class T [Member]  
Summary of Significant Accounting Policies [Line Items]  
Selling commissions fees paid, percent of gross offering proceeds 3.00%
XML 47 R30.htm IDEA: XBRL DOCUMENT v3.5.0.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Organization and Offering Costs) (Details) - IPO [Member]
 6 Months Ended
Jun. 30, 2016
Minimum [Member]  
Summary of Significant Accounting Policies [Line Items]  
Reimbursable offering costs determination, gross offering costs, percentage 15.00%
Maximum [Member]  
Summary of Significant Accounting Policies [Line Items]  
Reimbursed offering costs determination, gross offering costs, percentage 15.00%
KBS Capital Advisors LLC [Member] | Minimum [Member]  
Summary of Significant Accounting Policies [Line Items]  
Reimbursable offering costs determination, gross offering costs, percentage 1.00%
XML 48 R31.htm IDEA: XBRL DOCUMENT v3.5.0.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Acquisition and Origination Fees) (Details)
Jun. 30, 2016
KBS Capital Advisors LLC [Member]  
Summary of Significant Accounting Policies [Line Items]  
Acquisition advisory fee, percent 2.00%
XML 49 R32.htm IDEA: XBRL DOCUMENT v3.5.0.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Stockholder Servicing Fee) (Details) - Dealer Manager [Member] - Class T [Member]
Jun. 30, 2016
Summary of Significant Accounting Policies [Line Items]  
Annual stockholder servicing fee as percent of purchase price per share paid to dealer manager 1.00%
Percent of dealer manager reallows of sales commissions earned to participating broker-dealer 100.00%
Primary offering gross proceeds percent of underwriting compensation 10.00%
XML 50 R33.htm IDEA: XBRL DOCUMENT v3.5.0.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Asset Management Fee) (Details) - KBS Capital Advisors LLC [Member]
 6 Months Ended
Jun. 30, 2016
Summary of Significant Accounting Policies [Line Items]  
Monthly management fee, percent of cost of investment less debt secured by investments 0.1333%
Cost of Investments [Member]  
Summary of Significant Accounting Policies [Line Items]  
Property management fee, percent fee 1.60%
XML 51 R34.htm IDEA: XBRL DOCUMENT v3.5.0.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Disposition Fee) (Details) - KBS Capital Advisors LLC or Affiliates [Member]
$ in Billions
Jun. 30, 2016
USD ($)
Summary of Significant Accounting Policies [Line Items]  
Benchmark for amount of contracted disposition $ 1.5
Disposition fee as percent of contract sales price 1.50%
Disposition fee as percent above benchmark contract sales price 1.10%
XML 52 R35.htm IDEA: XBRL DOCUMENT v3.5.0.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Subordinated Participation in Net Cash Flows) (Details) - KBS Capital Advisors LLC [Member]
Jun. 30, 2016
Summary of Significant Accounting Policies [Line Items]  
Aggregate distributions, noncompounded return on gross investment, percent 6.00%
Subordinated incentive merger fee to related party, percent 15.00%
XML 53 R36.htm IDEA: XBRL DOCUMENT v3.5.0.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Subordinated Incentive Fee) (Details) - KBS Capital Advisors LLC [Member]
 6 Months Ended
Jun. 30, 2016
Summary of Significant Accounting Policies [Line Items]  
Subordinated incentive listing fee to related party, percent 15.00%
Incentive fee as percent of operating cash flow 6.00%
Subordinated incentive merger fee to related party, percent 15.00%
Distributions paid from operating cash flow in excess of a cumulative, noncompounded, annual return, percent 6.00%
XML 54 R37.htm IDEA: XBRL DOCUMENT v3.5.0.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Stock Dividends) (Details)
Aug. 02, 2016
shares
Jul. 01, 2016
shares
Jun. 01, 2016
shares
May 03, 2016
shares
Apr. 01, 2016
shares
Mar. 01, 2016
shares
Feb. 01, 2016
shares
Jan. 04, 2016
shares
Dec. 01, 2015
shares
Nov. 02, 2015
shares
Oct. 01, 2015
shares
Jul. 06, 2016
Subsequent Event [Line Items]                        
Common stock dividends, shares, ratio     0.00084932 0.00082192 0.00084932 0.00076712 0.00084932 0.00084932 0.00082192 0.00084932 0.00082192  
Stock dividends issued, shares     7,308 6,355 5,424 2,710 2,381 1,883 1,484 620 556  
Subsequent Event [Member]                        
Subsequent Event [Line Items]                        
Common stock dividends, shares, ratio 0.00084932 0.00082192                   0.00084932
Stock dividends issued, shares 7,373 7,101                    
XML 55 R38.htm IDEA: XBRL DOCUMENT v3.5.0.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Per Share Data) (Details) - $ / shares
 3 Months Ended 6 Months Ended
Jun. 30, 2016
Mar. 31, 2016
Jun. 30, 2016
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]      
Distribution rate per share per day, declared $ 0.00136986 $ 0.00136986  
Class A [Member]      
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]      
Distributions declared per share $ 0.12465726   $ 0.24794466
XML 56 R39.htm IDEA: XBRL DOCUMENT v3.5.0.2
STOCKHOLDERS’ EQUITY (Details) - $ / shares
Apr. 28, 2016
Jun. 30, 2016
Apr. 08, 2016
Feb. 04, 2016
Dec. 31, 2015
Dec. 03, 2015
Nov. 19, 2015
Class of Stock [Line Items]              
Total shares authorized by entity   1,010,000,000          
Common stock, shares authorized   1,000,000,000          
Preferred stock, shares authorized   10,000,000     10,000,000    
Common stock, par value (in dollars per share)   $ 0.01          
Preferred stock, shares issued   0     0    
Preferred stock, shares outstanding   0     0    
Dividend reinvestment plan, price per share as percent of than-current offering price for share   95.00%          
Dividend reinvestment plan, price per share as percent of most recent offering price   95.00%          
Dividend reinvestment plan, initial purchase price per share   $ 8.455          
Dividend reinvestment plan, purchase price per share   $ 8.930   $ 8.835   $ 8.740 $ 8.598
Dividend reinvestment plan, period estimating net assets value per share 150 days            
Dividend reinvestment plan, price per share as percent of NAValue per share 95.00%            
Dividend reinvestment plan, termination period 10 days            
Class A [Member]              
Class of Stock [Line Items]              
Common stock, shares authorized   500,000,000     500,000,000    
Common stock, par value (in dollars per share)   $ 0.01     $ 0.01    
Common stock, shares issued   8,639,842     2,216,821    
Common stock, shares outstanding   8,639,842     2,216,821    
Dividend reinvestment plan, offering price per share $ 9.88            
Class T [Member]              
Class of Stock [Line Items]              
Common stock, shares authorized   500,000,000 500,000,000   500,000,000    
Common stock, par value (in dollars per share)   $ 0.01     $ 0.01    
Common stock, shares issued   0     0    
Common stock, shares outstanding   0     0    
Dividend reinvestment plan, offering price per share $ 9.50            
XML 57 R40.htm IDEA: XBRL DOCUMENT v3.5.0.2
REAL ESTATE (Narrative) (Details)
Jun. 30, 2016
ft²
property
Real Estate Properties [Line Items]  
Number of real estate properties 2
Office Building [Member]  
Real Estate Properties [Line Items]  
Number of real estate properties 2
Rentable Square Feet | ft² 320,903
Occupancy 97.00%
XML 58 R41.htm IDEA: XBRL DOCUMENT v3.5.0.2
REAL ESTATE (Schedule of Real Estate Investments) (Details) - USD ($)
 6 Months Ended
Jun. 30, 2016
Dec. 31, 2015
Real Estate Properties [Line Items]    
Total real estate, cost $ 95,147,228 $ 21,420,599
Less accumulated depreciation and amortization (760,260) (340,993)
Total real estate, net 94,386,968 $ 21,079,606
Office Building [Member]    
Real Estate Properties [Line Items]    
Total real estate, cost 95,147,228  
Less accumulated depreciation and amortization (760,260)  
Total real estate, net $ 94,386,968  
Von Karman Tech Center [Member] | Office Building [Member]    
Real Estate Properties [Line Items]    
Date Acquired or Foreclosed on Aug. 12, 2015  
Total real estate, cost $ 21,303,114  
Less accumulated depreciation and amortization (760,260)  
Total real estate, net $ 20,542,854  
Commonwealth Building [Member] | Office Building [Member]    
Real Estate Properties [Line Items]    
Date Acquired or Foreclosed on Jun. 30, 2016  
Total real estate, cost $ 73,844,114  
Less accumulated depreciation and amortization 0  
Total real estate, net $ 73,844,114  
XML 59 R42.htm IDEA: XBRL DOCUMENT v3.5.0.2
REAL ESTATE (Assets Concentration Risk) (Details)
 6 Months Ended
Jun. 30, 2016
USD ($)
ft²
$ / ft²
Dec. 31, 2015
USD ($)
Concentration Risk [Line Items]    
Total Real Estate, Net $ 94,386,968 $ 21,079,606
Von Karman Tech Center [Member] | Assets, Total [Member]    
Concentration Risk [Line Items]    
Rentable Square Feet | ft² 101,161  
Total Real Estate, Net $ 20,542,854  
Percentage of Total Assets 16.10%  
Annualized Base Rent $ 2,277,218  
Average Annualized Base Rent per sq. ft. | $ / ft² 22.51  
Occupancy 100.00%  
Commonwealth Building [Member] | Assets, Total [Member]    
Concentration Risk [Line Items]    
Rentable Square Feet | ft² 219,742  
Total Real Estate, Net $ 73,844,114  
Percentage of Total Assets 57.90%  
Annualized Base Rent $ 5,333,405  
Average Annualized Base Rent per sq. ft. | $ / ft² 25.22  
Occupancy 96.20%  
XML 60 R43.htm IDEA: XBRL DOCUMENT v3.5.0.2
REAL ESTATE (Operating Leases) (Narrative) (Details) - USD ($)
$ in Millions
 6 Months Ended
Jun. 30, 2016
Dec. 31, 2015
Operating Leased Assets [Line Items]    
Recognition of deferred rent from tenants $ 0.1  
Deferred rent receivables 0.3  
Other Liabilities [Member]    
Operating Leased Assets [Line Items]    
Security deposit liability $ 0.6 $ 0.2
Maximum [Member]    
Operating Leased Assets [Line Items]    
Remaining terms 10 years  
Weighted Average [Member]    
Operating Leased Assets [Line Items]    
Remaining terms 4 years 4 months 24 days  
XML 61 R44.htm IDEA: XBRL DOCUMENT v3.5.0.2
REAL ESTATE (Future Minimum Rental Income) (Details)
Jun. 30, 2016
USD ($)
Real Estate [Abstract]  
July 1, 2016 through December 31, 2016 $ 3,471,166
2017 7,085,156
2018 6,250,399
2019 5,554,550
2020 5,067,624
Thereafter 7,865,000
Future minimum rental income $ 35,293,895
XML 62 R45.htm IDEA: XBRL DOCUMENT v3.5.0.2
REAL ESTATE (Concentration Risk) (Details) - Customer Concentration Risk [Member]
$ in Millions
 6 Months Ended
Jun. 30, 2016
USD ($)
ft²
extension
$ / ft²
Concentration Risk [Line Items]  
Extension options | extension 2
Extension period 5 years
Annualized base rent | $ $ 0.9
Average Annualized Base Rent per sq. ft. | $ / ft² 20.05
Annualized Rent [Member]  
Concentration Risk [Line Items]  
Concentration risk, percentage 12.00%
Rentable Square Feet [Member]  
Concentration Risk [Line Items]  
Concentration risk, percentage 14.00%
Net rentable area | ft² 44,892
XML 63 R46.htm IDEA: XBRL DOCUMENT v3.5.0.2
REAL ESTATE (Highest Tenant Industry Concentrations- Grater than 10% of Annual Base Rent) (Details)
 6 Months Ended
Jun. 30, 2016
USD ($)
Tenants
Industry - Professional, Scientific and Legal [Member]  
Concentration Risk [Line Items]  
Number of Tenants | Tenants 8
Annualized Base Rent | $ $ 1,974,880
Percentage of Annualized Base Rent 25.90%
Industry - Information [Member]  
Concentration Risk [Line Items]  
Number of Tenants | Tenants 5
Annualized Base Rent | $ $ 1,508,800
Percentage of Annualized Base Rent 19.80%
Industry - Computer System Design & Programming [Member]  
Concentration Risk [Line Items]  
Number of Tenants | Tenants 3
Annualized Base Rent | $ $ 1,070,613
Percentage of Annualized Base Rent 14.10%
XML 64 R47.htm IDEA: XBRL DOCUMENT v3.5.0.2
REAL ESTATE (Recent Acquisitions) (Details)
 3 Months Ended 5 Months Ended 6 Months Ended
Jun. 30, 2016
USD ($)
a
ft²
property
Jun. 30, 2016
USD ($)
a
ft²
Jun. 30, 2015
USD ($)
Jun. 30, 2015
USD ($)
Jun. 30, 2016
USD ($)
a
ft²
Dec. 31, 2015
USD ($)
Real Estate Properties [Line Items]            
Total real estate, cost $ 95,147,228 $ 95,147,228     $ 95,147,228 $ 21,420,599
Real estate acquisition fees and expenses   229,192 $ 0 $ 0 229,192  
Revenues   640,514 0 0 1,236,295  
Operating expenses   $ 2,600,995 $ 302 $ 472 $ 3,472,677  
Commonwealth Building [Member]            
Real Estate Properties [Line Items]            
Net rentable area | ft² 219,742 219,742     219,742  
Area of land | a 0.46 0.46     0.46  
Purchase price $ 68,500,000          
Closing credits 500,000          
Off-market lease $ 5,300,000 $ 5,300,000     $ 5,300,000  
Real estate acquisition fees and expenses   1,600,000     1,600,000  
Revenues   16,000     16,000  
Operating expenses   6,600     6,600  
Commonwealth Building [Member] | Weighted Average [Member] | Tenant Origination and Absorption Costs [Member]            
Real Estate Properties [Line Items]            
Remaining amortization period 4 years 9 months 18 days          
Commonwealth Building [Member] | Weighted Average [Member] | Below-Market Lease Liabilities [Member]            
Real Estate Properties [Line Items]            
Remaining amortization period 4 years 8 months 12 days          
Commonwealth Building [Member] | Land [Member]            
Real Estate Properties [Line Items]            
Total real estate, cost $ 7,300,000 7,300,000     7,300,000  
Commonwealth Building [Member] | Building and Building Improvements [Member]            
Real Estate Properties [Line Items]            
Total real estate, cost 61,400,000 61,400,000     61,400,000  
Commonwealth Building [Member] | Tenant Origination and Absorption Costs [Member]            
Real Estate Properties [Line Items]            
Total real estate, cost $ 5,100,000 $ 5,100,000     $ 5,100,000  
Commonwealth Building [Member] | Office Building [Member]            
Real Estate Properties [Line Items]            
Number of real estate properties acquired | property 1          
XML 65 R48.htm IDEA: XBRL DOCUMENT v3.5.0.2
TENANT ORIGINATION AND ABSORPTION COSTS, ABOVE-MARKET LEASE ASSETS AND BELOW-MARKET LEASE LIABILITIES (Details) - USD ($)
Jun. 30, 2016
Dec. 31, 2015
Tenant Origination and Absorption Costs, Above-Market Lease Assets and Below-Market Lease Liabilities [Abstract]    
Tenant Origination And Absorption Costs, Cost $ 7,121,492 $ 1,987,175
Tenant Origination and Absorption Costs, Accumulated Amortization (319,738) (144,599)
Tenant Origination and Absorption Costs, Net Amount 6,801,754 1,842,576
Below-Market Lease Liabilities, Cost (5,416,885) (122,143)
Below-Market Lease Liabilities, Accumulated Amortization 14,786 8,932
Below-Market Lease Liabilities, Net Amount $ (5,402,099) $ (113,211)
XML 66 R49.htm IDEA: XBRL DOCUMENT v3.5.0.2
TENANT ORIGINATION AND ABSORPTION COSTS, ABOVE-MARKET LEASE ASSETS AND BELOW-MARKET LEASE LIABILITIES (Narrative) (Details) - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2016
Tenant Origination and Absorption Costs, Above-Market Lease Assets and Below-Market Lease Liabilities [Abstract]    
Amortization expense related to tenant origination and absorption costs $ 100,000 $ 200,000
Below-market lease liabilities $ 4,224 $ 9,891
XML 67 R50.htm IDEA: XBRL DOCUMENT v3.5.0.2
NOTES PAYABLE (Narrative) (Details) - USD ($)
 3 Months Ended 5 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2015
Jun. 30, 2016
Dec. 31, 2015
Notes Payable [Abstract]          
Interest expense $ 95,652 $ 0 $ 0 $ 273,493  
Interest payable, current 22,087     22,087 $ 52,142
Amortization of deferred financing costs $ 15,485   $ 0 $ 30,971  
XML 68 R51.htm IDEA: XBRL DOCUMENT v3.5.0.2
NOTES PAYABLE (Schedule of Long-term Debt Instruments) (Details) - USD ($)
 3 Months Ended 6 Months Ended
Apr. 11, 2016
Jun. 30, 2016
Apr. 11, 2016
Jun. 30, 2016
Dec. 31, 2015
Debt Instrument [Line Items]          
Notes payable principal outstanding   $ 52,246,790   $ 52,246,790 $ 16,346,040
Deferred financing costs, net   (869,653)   (869,653) (289,059)
Notes payable, net   51,377,137   51,377,137 16,056,981
Von Karman Tech Center Mortgage Loan [Member] | Mortgage [Member]          
Debt Instrument [Line Items]          
Notes payable principal outstanding   $ 11,246,790   $ 11,246,790 16,346,040
Effective Interest Rate   2.36%   2.36%  
Maturity Date       Sep. 01, 2020  
Extinguishment of debt, amount $ 5,100,000        
Von Karman Tech Center Mortgage Loan [Member] | Mortgage [Member] | One-month LIBOR [Member]          
Debt Instrument [Line Items]          
Basis Spread on Variable Rate   1.90% 3.50%    
Commonwealth Building Mortgage Loan [Member] | Mortgage [Member]          
Debt Instrument [Line Items]          
Notes payable principal outstanding   $ 41,000,000   $ 41,000,000 $ 0
Effective Interest Rate   2.60%   2.60%  
Maturity Date       Jul. 01, 2021  
Commonwealth Building Mortgage Loan [Member] | Mortgage [Member] | One-month LIBOR [Member]          
Debt Instrument [Line Items]          
Basis Spread on Variable Rate       2.15%  
XML 69 R52.htm IDEA: XBRL DOCUMENT v3.5.0.2
NOTES PAYABLE (Recent Finncing) (Details) - Commonwealth Building Mortgage Loan [Member] - Mortgages [Member]
$ in Millions
 6 Months Ended
Jun. 30, 2016
USD ($)
extension
Jun. 30, 2016
USD ($)
One-month LIBOR [Member]    
Debt Instrument [Line Items]    
Basis spread on variable rate   2.15%
Secured Debt [Member]    
Debt Instrument [Line Items]    
Maximum borrowing capacity $ 47.4 $ 47.4
Amount outstanding 41.0 41.0
Remaining borrowing capacity $ 6.4 $ 6.4
Number of extensions | extension 2  
Extension period 1 year  
Secured Debt [Member] | One-month LIBOR [Member]    
Debt Instrument [Line Items]    
Basis spread on variable rate 2.15%  
XML 70 R53.htm IDEA: XBRL DOCUMENT v3.5.0.2
FAIR VALUE DISCLOSURES (Details) - USD ($)
Jun. 30, 2016
Dec. 31, 2015
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Notes and bond payable, Face Value $ 52,246,790 $ 16,346,040
Carrying Amount [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Notes and bond payable, Value 51,377,137 16,056,981
Fair Value [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Notes and bond payable, Value $ 52,157,850 $ 16,556,729
XML 71 R54.htm IDEA: XBRL DOCUMENT v3.5.0.2
RELATED PARTY TRANSACTIONS (Related-party Costs) (Details) - USD ($)
 3 Months Ended 5 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2015
Jun. 30, 2016
Dec. 31, 2015
Related Party Transaction [Line Items]          
Incurred $ 1,382,637 $ 0 $ 0 $ 1,382,637  
Payable as of 3,013,532     3,013,532 $ 1,434,522
Payment for Administrative Fees 34,731     37,278  
Due from affiliate 3,670     3,670 0
Advisor and Dealer Manager [Member]          
Related Party Transaction [Line Items]          
Incurred 3,722,889 0 0 7,132,736  
Payable as of 3,013,532     3,013,532 1,434,522
Advisor and Dealer Manager [Member] | Advisor Advance for Cash Distributions [Member]          
Related Party Transaction [Line Items]          
Incurred 681,359 0 0 1,139,648  
Payable as of 1,338,145     1,338,145 198,497
Advisor and Dealer Manager [Member] | Selling Commissions [Member]          
Related Party Transaction [Line Items]          
Incurred 1,152,658 0 0 2,986,278  
Payable as of 0     0 0
Advisor and Dealer Manager [Member] | Dealer Manager Fees [Member]          
Related Party Transaction [Line Items]          
Incurred 391,943 0 0 1,105,338  
Payable as of 0     0 0
Advisor and Dealer Manager [Member] | Reimbursable Other Offering Costs [Member]          
Related Party Transaction [Line Items]          
Incurred 33,342 0 0 358,325  
Payable as of 276,224     276,224 1,030,749
Advisor and Dealer Manager [Member] | Expensed [Member] | Asset Management Fees [Member]          
Related Party Transaction [Line Items]          
Expenses 38,568 0 0 58,831  
Payable as of 0     0 0
Advisor and Dealer Manager [Member] | Expensed [Member] | Reimbursable Operating Expenses [Member]          
Related Party Transaction [Line Items]          
Expenses 32,834 0 0 84,361  
Payable as of 16,526     16,526 205,276
Advisor and Dealer Manager [Member] | Expensed [Member] | Property Management Fees [Member]          
Related Party Transaction [Line Items]          
Expenses 9,548 0 0 17,318  
Payable as of 0     0 0
Advisor and Dealer Manager [Member] | Expensed [Member] | Real Estate Acquisition Fee [Member]          
Related Party Transaction [Line Items]          
Expenses 1,382,637 $ 0 $ 0 1,382,637  
Payable as of 1,382,637     1,382,637 $ 0
KBS Capital Advisors LLC [Member]          
Related Party Transaction [Line Items]          
Due from affiliate $ 3,670     $ 3,670  
XML 72 R55.htm IDEA: XBRL DOCUMENT v3.5.0.2
RELATED PARTY TRANSACTIONS (Real Estate Property Co-Management Agreement) (Details) - Von Karman [Member]
Mar. 09, 2016
Related Party Transaction [Line Items]  
Monthly fee as percent of total rent 1.50%
Initial term of management agreements 1 year
Successive periods, renewal 1 year
Period of termination notice 30 days
Period of termination notice with cause 5 days
XML 73 R56.htm IDEA: XBRL DOCUMENT v3.5.0.2
UNAUDITED PRO FORMA FINANCIAL INFORMATION (Details) - Commonwealth Building [Member] - USD ($)
 3 Months Ended 5 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2015
Jun. 30, 2016
Business Acquisition [Line Items]        
Revenues $ 2,221,893 $ 1,450,284 $ 2,899,072 $ 4,357,608
Depreciation and amortization 960,784 601,650 1,197,920 1,916,518
Net loss $ (355,912) $ (96,333) $ (187,456) (702,193)
Acquisition related costs       $ 1,600,000
XML 74 R57.htm IDEA: XBRL DOCUMENT v3.5.0.2
SUBSEQUENT EVENTS (Status Offering) (Details) - USD ($)
 3 Months Ended 6 Months Ended 11 Months Ended 17 Months Ended
Aug. 08, 2016
Jun. 30, 2016
Dec. 31, 2015
Jun. 30, 2016
Subsequent Event [Line Items]        
Issuance of common stock, value   $ 58,043,862 $ 19,105,265  
Class A [Member]        
Subsequent Event [Line Items]        
Issuance of common stock, value       $ 76,800,000
Common Stock [Member]        
Subsequent Event [Line Items]        
Issuance of common stock, shares   6,396,961 2,194,161  
Issuance of common stock, value   $ 63,969 $ 21,941  
Common Stock [Member] | Class A [Member]        
Subsequent Event [Line Items]        
Issuance of common stock, shares       8,548,759
Subsequent Event [Member] | Common Stock [Member] | Class A [Member]        
Subsequent Event [Line Items]        
Issuance of common stock, shares 38,412      
Issuance of common stock, value $ 379,515      
Subsequent Event [Member] | Common Stock [Member] | Class T [Member]        
Subsequent Event [Line Items]        
Issuance of common stock, shares 15,010      
Issuance of common stock, value $ 150,099      
XML 75 R58.htm IDEA: XBRL DOCUMENT v3.5.0.2
SUBSEQUENT EVENTS (Distributions and Stock Dividends) (Details)
 3 Months Ended 6 Months Ended 11 Months Ended
Aug. 02, 2016
USD ($)
shares
Jul. 06, 2016
$ / shares
Jul. 01, 2016
USD ($)
shares
Jun. 01, 2016
shares
May 03, 2016
shares
Apr. 01, 2016
shares
Mar. 01, 2016
shares
Feb. 01, 2016
shares
Jan. 04, 2016
shares
Dec. 01, 2015
shares
Nov. 02, 2015
shares
Oct. 01, 2015
shares
Jun. 30, 2016
$ / shares
Mar. 31, 2016
$ / shares
Jun. 30, 2016
USD ($)
Dec. 31, 2015
USD ($)
Oct. 31, 2016
Sep. 30, 2016
Subsequent Event [Line Items]                                    
Distributions declared | $                             $ 1,444,522 $ 194,895    
Distribution rate per share per day, declared | $ / shares                         $ 0.00136986 $ 0.00136986        
Stock dividends issued, shares       7,308 6,355 5,424 2,710 2,381 1,883 1,484 620 556            
Common stock dividends, shares, ratio       0.00084932 0.00082192 0.00084932 0.00076712 0.00084932 0.00084932 0.00082192 0.00084932 0.00082192            
Scenario, Forecast [Member]                                    
Subsequent Event [Line Items]                                    
Common stock dividends, shares, ratio                                 0.00084932 0.00082192
Subsequent Event [Member]                                    
Subsequent Event [Line Items]                                    
Stock dividends issued, shares 7,373   7,101                              
Common stock dividends, shares, ratio 0.00084932 0.00084932 0.00082192                              
Subsequent Event [Member] | Dividend Paid [Member]                                    
Subsequent Event [Line Items]                                    
Distribution rate per share per day, declared | $ / shares   $ 0.00136986                                
Subsequent Event [Member] | Dividend Paid [Member] | Class A [Member]                                    
Subsequent Event [Line Items]                                    
Distributions declared | $ $ 368,003   $ 355,044                              
Subsequent Event [Member] | Dividend Paid [Member] | Class T [Member]                                    
Subsequent Event [Line Items]                                    
Distributions declared | $ $ 99                                  
Subsequent Event [Member] | Dividend Declared [Member] | Class A [Member]                                    
Subsequent Event [Line Items]                                    
Stock dividends issued, shares 7,360   7,101                              
Subsequent Event [Member] | Dividend Declared [Member] | Class T [Member]                                    
Subsequent Event [Line Items]                                    
Stock dividends issued, shares 13                                  
XML 76 R59.htm IDEA: XBRL DOCUMENT v3.5.0.2
SUBSEQUENT EVENTS (Co-Management Agreement) (Details) - Subsequent Event [Member] - Commonwealth Property Management Agreement [Member]
Jul. 18, 2016
Subsequent Event [Line Items]  
Co-Manager monthly fee, percent 1.25%
Period of termination notice 30 days
Period of termination notice with cause 5 days
EXCEL 77 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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how.js IDEA: XBRL DOCUMENT /** * Rivet Software Inc. * * @copyright Copyright (c) 2006-2011 Rivet Software, Inc. All rights reserved. * Version 2.4.0.3 * */ var Show = {}; Show.LastAR = null, Show.hideAR = function(){ Show.LastAR.style.display = 'none'; }; Show.showAR = function ( link, id, win ){ if( Show.LastAR ){ Show.hideAR(); } var ref = link; do { ref = ref.nextSibling; } while (ref && ref.nodeName != 'TABLE'); if (!ref || ref.nodeName != 'TABLE') { var tmp = win ? win.document.getElementById(id) : document.getElementById(id); if( tmp ){ ref = tmp.cloneNode(true); ref.id = ''; link.parentNode.appendChild(ref); } } if( ref ){ ref.style.display = 'block'; Show.LastAR = ref; } }; Show.toggleNext = function( link ){ var ref = link; do{ ref = ref.nextSibling; }while( ref.nodeName != 'DIV' ); if( ref.style && ref.style.display && ref.style.display == 'none' ){ ref.style.display = 'block'; if( link.textContent ){ link.textContent = link.textContent.replace( '+', '-' ); }else{ link.innerText = link.innerText.replace( '+', '-' ); } }else{ ref.style.display = 'none'; if( link.textContent ){ link.textContent = link.textContent.replace( '-', '+' ); }else{ link.innerText = link.innerText.replace( '-', '+' ); } } }; XML 79 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 81 FilingSummary.xml IDEA: XBRL DOCUMENT 3.5.0.2 html 219 265 1 false 66 0 false 10 false false R1.htm 0001000 - Document - Document and Entity Information Sheet http://www.kbsreit.com/role/DocumentAndEntityInformation Document and Entity Information Cover 1 false false R2.htm 1001000 - Statement - CONSOLIDATED BALANCE SHEETS Sheet http://www.kbsreit.com/role/ConsolidatedBalanceSheets CONSOLIDATED BALANCE SHEETS Statements 2 false false R3.htm 1001501 - Statement - CONSOLIDATED BALANCE SHEETS (Parenthetical) Sheet http://www.kbsreit.com/role/ConsolidatedBalanceSheetsParenthetical CONSOLIDATED BALANCE SHEETS (Parenthetical) Statements 3 false false R4.htm 1002000 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS Sheet http://www.kbsreit.com/role/ConsolidatedStatementsOfOperations CONSOLIDATED STATEMENTS OF OPERATIONS Statements 4 false false R5.htm 1004000 - Statement - CONSOLIDATED STATEMENTS OF STOCKHOLDERS??? EQUITY Sheet http://www.kbsreit.com/role/ConsolidatedStatementsOfStockholdersEquity CONSOLIDATED STATEMENTS OF STOCKHOLDERS??? EQUITY Statements 5 false false R6.htm 1005000 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS Sheet http://www.kbsreit.com/role/ConsolidatedStatementsOfCashFlows CONSOLIDATED STATEMENTS OF CASH FLOWS Statements 6 false false R7.htm 2101100 - Disclosure - ORGANIZATION Sheet http://www.kbsreit.com/role/Organization ORGANIZATION Notes 7 false false R8.htm 2102100 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Sheet http://www.kbsreit.com/role/SummaryOfSignificantAccountingPolicies SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Notes 8 false false R9.htm 2103100 - Disclosure - STOCKHOLDERS??? EQUITY Sheet http://www.kbsreit.com/role/StockholdersEquity STOCKHOLDERS??? EQUITY Notes 9 false false R10.htm 2104100 - Disclosure - REAL ESTATE Sheet http://www.kbsreit.com/role/RealEstate REAL ESTATE Notes 10 false false R11.htm 2105100 - Disclosure - TENANT ORIGINATION AND ABSORPTION COSTS, ABOVE-MARKET LEASE ASSETS AND BELOW-MARKET LEASE LIABILITIES Sheet http://www.kbsreit.com/role/TenantOriginationAndAbsorptionCostsAboveMarketLeaseAssetsAndBelowMarketLeaseLiabilities TENANT ORIGINATION AND ABSORPTION COSTS, ABOVE-MARKET LEASE ASSETS AND BELOW-MARKET LEASE LIABILITIES Notes 11 false false R12.htm 2106100 - Disclosure - NOTES PAYABLE Notes http://www.kbsreit.com/role/NotesPayable NOTES PAYABLE Notes 12 false false R13.htm 2107100 - Disclosure - FAIR VALUE DISCLOSURES Sheet http://www.kbsreit.com/role/FairValueDisclosures FAIR VALUE DISCLOSURES Notes 13 false false R14.htm 2108100 - Disclosure - RELATED PARTY TRANSACTIONS Sheet http://www.kbsreit.com/role/RelatedPartyTransactions RELATED PARTY TRANSACTIONS Notes 14 false false R15.htm 2109100 - Disclosure - UNAUDITED PRO FORMA FINANCIAL INFORMATION Sheet http://www.kbsreit.com/role/UnauditedProFormaFinancialInformation UNAUDITED PRO FORMA FINANCIAL INFORMATION Notes 15 false false R16.htm 2110100 - Disclosure - COMMITMENTS AND CONTINGENCIES Sheet http://www.kbsreit.com/role/CommitmentsAndContingencies COMMITMENTS AND CONTINGENCIES Notes 16 false false R17.htm 2111100 - Disclosure - SUBSEQUENT EVENTS Sheet http://www.kbsreit.com/role/SubsequentEvents SUBSEQUENT EVENTS Notes 17 false false R18.htm 2202201 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) Sheet http://www.kbsreit.com/role/SummaryOfSignificantAccountingPoliciesPolicies SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) Policies 18 false false R19.htm 2302302 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) Sheet http://www.kbsreit.com/role/SummaryOfSignificantAccountingPoliciesTables SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) Tables http://www.kbsreit.com/role/SummaryOfSignificantAccountingPolicies 19 false false R20.htm 2304301 - Disclosure - REAL ESTATE (Tables) Sheet http://www.kbsreit.com/role/RealEstateTables REAL ESTATE (Tables) Tables http://www.kbsreit.com/role/RealEstate 20 false false R21.htm 2305301 - Disclosure - TENANT ORIGINATION AND ABSORPTION COSTS, ABOVE-MARKET LEASE ASSETS AND BELOW-MARKET LEASE LIABILITIES (Tables) Sheet http://www.kbsreit.com/role/TenantOriginationAndAbsorptionCostsAboveMarketLeaseAssetsAndBelowMarketLeaseLiabilitiesTables TENANT ORIGINATION AND ABSORPTION COSTS, ABOVE-MARKET LEASE ASSETS AND BELOW-MARKET LEASE LIABILITIES (Tables) Tables http://www.kbsreit.com/role/TenantOriginationAndAbsorptionCostsAboveMarketLeaseAssetsAndBelowMarketLeaseLiabilities 21 false false R22.htm 2306301 - Disclosure - NOTES PAYABLE (Tables) Notes http://www.kbsreit.com/role/NotesPayableTables NOTES PAYABLE (Tables) Tables http://www.kbsreit.com/role/NotesPayable 22 false false R23.htm 2307301 - Disclosure - FAIR VALUE DISCLOSURES (Tables) Sheet http://www.kbsreit.com/role/FairValueDisclosuresTables FAIR VALUE DISCLOSURES (Tables) Tables http://www.kbsreit.com/role/FairValueDisclosures 23 false false R24.htm 2308301 - Disclosure - RELATED PARTY TRANSACTIONS (Tables) Sheet http://www.kbsreit.com/role/RelatedPartyTransactionsTables RELATED PARTY TRANSACTIONS (Tables) Tables http://www.kbsreit.com/role/RelatedPartyTransactions 24 false false R25.htm 2309301 - Disclosure - UNAUDITED PRO FORMA FINANCIAL INFORMATION (Tables) Sheet http://www.kbsreit.com/role/UnauditedProFormaFinancialInformationTables UNAUDITED PRO FORMA FINANCIAL INFORMATION (Tables) Tables http://www.kbsreit.com/role/UnauditedProFormaFinancialInformation 25 false false R26.htm 2401401 - Disclosure - ORGANIZATION ORGANIZATION (Details) Sheet http://www.kbsreit.com/role/OrganizationOrganizationDetails ORGANIZATION ORGANIZATION (Details) Details 26 false false R27.htm 2402403 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Useful Life) (Details) Sheet http://www.kbsreit.com/role/SummaryOfSignificantAccountingPoliciesUsefulLifeDetails SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Useful Life) (Details) Details http://www.kbsreit.com/role/SummaryOfSignificantAccountingPoliciesTables 27 false false R28.htm 2402404 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Redeemable Common Stock) (Details) Sheet http://www.kbsreit.com/role/SummaryOfSignificantAccountingPoliciesRedeemableCommonStockDetails SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Redeemable Common Stock) (Details) Details http://www.kbsreit.com/role/SummaryOfSignificantAccountingPoliciesTables 28 false false R29.htm 2402405 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Selling Commissions and Dealer Manager Fees) (Details) Sheet http://www.kbsreit.com/role/SummaryOfSignificantAccountingPoliciesSellingCommissionsAndDealerManagerFeesDetails SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Selling Commissions and Dealer Manager Fees) (Details) Details http://www.kbsreit.com/role/SummaryOfSignificantAccountingPoliciesTables 29 false false R30.htm 2402406 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Organization and Offering Costs) (Details) Sheet http://www.kbsreit.com/role/SummaryOfSignificantAccountingPoliciesOrganizationAndOfferingCostsDetails SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Organization and Offering Costs) (Details) Details http://www.kbsreit.com/role/SummaryOfSignificantAccountingPoliciesTables 30 false false R31.htm 2402407 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Acquisition and Origination Fees) (Details) Sheet http://www.kbsreit.com/role/SummaryOfSignificantAccountingPoliciesAcquisitionAndOriginationFeesDetails SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Acquisition and Origination Fees) (Details) Details http://www.kbsreit.com/role/SummaryOfSignificantAccountingPoliciesTables 31 false false R32.htm 2402408 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Stockholder Servicing Fee) (Details) Sheet http://www.kbsreit.com/role/SummaryOfSignificantAccountingPoliciesStockholderServicingFeeDetails SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Stockholder Servicing Fee) (Details) Details http://www.kbsreit.com/role/SummaryOfSignificantAccountingPoliciesTables 32 false false R33.htm 2402409 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Asset Management Fee) (Details) Sheet http://www.kbsreit.com/role/SummaryOfSignificantAccountingPoliciesAssetManagementFeeDetails SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Asset Management Fee) (Details) Details http://www.kbsreit.com/role/SummaryOfSignificantAccountingPoliciesTables 33 false false R34.htm 2402410 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Disposition Fee) (Details) Sheet http://www.kbsreit.com/role/SummaryOfSignificantAccountingPoliciesDispositionFeeDetails SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Disposition Fee) (Details) Details http://www.kbsreit.com/role/SummaryOfSignificantAccountingPoliciesTables 34 false false R35.htm 2402411 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Subordinated Participation in Net Cash Flows) (Details) Sheet http://www.kbsreit.com/role/SummaryOfSignificantAccountingPoliciesSubordinatedparticipationInnetCashFlowsDetails SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Subordinated Participation in Net Cash Flows) (Details) Details http://www.kbsreit.com/role/SummaryOfSignificantAccountingPoliciesTables 35 false false R36.htm 2402412 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Subordinated Incentive Fee) (Details) Sheet http://www.kbsreit.com/role/SummaryOfSignificantAccountingPoliciesSubordinatedIncentiveFeeDetails SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Subordinated Incentive Fee) (Details) Details http://www.kbsreit.com/role/SummaryOfSignificantAccountingPoliciesTables 36 false false R37.htm 2402413 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Stock Dividends) (Details) Sheet http://www.kbsreit.com/role/SummaryOfSignificantAccountingPoliciesStockDividendsDetails SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Stock Dividends) (Details) Details http://www.kbsreit.com/role/SummaryOfSignificantAccountingPoliciesTables 37 false false R38.htm 2402414 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Per Share Data) (Details) Sheet http://www.kbsreit.com/role/SummaryOfSignificantAccountingPoliciesPerShareDataDetails SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Per Share Data) (Details) Details http://www.kbsreit.com/role/SummaryOfSignificantAccountingPoliciesTables 38 false false R39.htm 2403401 - Disclosure - STOCKHOLDERS??? EQUITY (Details) Sheet http://www.kbsreit.com/role/StockholdersEquityDetails STOCKHOLDERS??? EQUITY (Details) Details http://www.kbsreit.com/role/StockholdersEquity 39 false false R40.htm 2404402 - Disclosure - REAL ESTATE (Narrative) (Details) Sheet http://www.kbsreit.com/role/RealEstateNarrativeDetails REAL ESTATE (Narrative) (Details) Details http://www.kbsreit.com/role/RealEstateTables 40 false false R41.htm 2404403 - Disclosure - REAL ESTATE (Schedule of Real Estate Investments) (Details) Sheet http://www.kbsreit.com/role/RealEstateScheduleOfRealEstateInvestmentsDetails REAL ESTATE (Schedule of Real Estate Investments) (Details) Details http://www.kbsreit.com/role/RealEstateTables 41 false false R42.htm 2404404 - Disclosure - REAL ESTATE (Assets Concentration Risk) (Details) Sheet http://www.kbsreit.com/role/RealEstateAssetsConcentrationRiskDetails REAL ESTATE (Assets Concentration Risk) (Details) Details http://www.kbsreit.com/role/RealEstateTables 42 false false R43.htm 2404405 - Disclosure - REAL ESTATE (Operating Leases) (Narrative) (Details) Sheet http://www.kbsreit.com/role/RealEstateOperatingLeasesNarrativeDetails REAL ESTATE (Operating Leases) (Narrative) (Details) Details http://www.kbsreit.com/role/RealEstateTables 43 false false R44.htm 2404406 - Disclosure - REAL ESTATE (Future Minimum Rental Income) (Details) Sheet http://www.kbsreit.com/role/RealEstateFutureMinimumRentalIncomeDetails REAL ESTATE (Future Minimum Rental Income) (Details) Details http://www.kbsreit.com/role/RealEstateTables 44 false false R45.htm 2404407 - Disclosure - REAL ESTATE (Concentration Risk) (Details) Sheet http://www.kbsreit.com/role/RealEstateConcentrationRiskDetails REAL ESTATE (Concentration Risk) (Details) Details http://www.kbsreit.com/role/RealEstateTables 45 false false R46.htm 2404408 - Disclosure - REAL ESTATE (Highest Tenant Industry Concentrations- Grater than 10% of Annual Base Rent) (Details) Sheet http://www.kbsreit.com/role/RealEstateHighestTenantIndustryConcentrationsGraterThan10OfAnnualBaseRentDetails REAL ESTATE (Highest Tenant Industry Concentrations- Grater than 10% of Annual Base Rent) (Details) Details http://www.kbsreit.com/role/RealEstateTables 46 false false R47.htm 2404409 - Disclosure - REAL ESTATE (Recent Acquisitions) (Details) Sheet http://www.kbsreit.com/role/RealEstateRecentAcquisitionsDetails REAL ESTATE (Recent Acquisitions) (Details) Details http://www.kbsreit.com/role/RealEstateTables 47 false false R48.htm 2405402 - Disclosure - TENANT ORIGINATION AND ABSORPTION COSTS, ABOVE-MARKET LEASE ASSETS AND BELOW-MARKET LEASE LIABILITIES (Details) Sheet http://www.kbsreit.com/role/TenantOriginationAndAbsorptionCostsAboveMarketLeaseAssetsAndBelowMarketLeaseLiabilitiesDetails TENANT ORIGINATION AND ABSORPTION COSTS, ABOVE-MARKET LEASE ASSETS AND BELOW-MARKET LEASE LIABILITIES (Details) Details http://www.kbsreit.com/role/TenantOriginationAndAbsorptionCostsAboveMarketLeaseAssetsAndBelowMarketLeaseLiabilitiesTables 48 false false R49.htm 2405403 - Disclosure - TENANT ORIGINATION AND ABSORPTION COSTS, ABOVE-MARKET LEASE ASSETS AND BELOW-MARKET LEASE LIABILITIES (Narrative) (Details) Sheet http://www.kbsreit.com/role/TenantOriginationAndAbsorptionCostsAboveMarketLeaseAssetsAndBelowMarketLeaseLiabilitiesNarrativeDetails TENANT ORIGINATION AND ABSORPTION COSTS, ABOVE-MARKET LEASE ASSETS AND BELOW-MARKET LEASE LIABILITIES (Narrative) (Details) Details http://www.kbsreit.com/role/TenantOriginationAndAbsorptionCostsAboveMarketLeaseAssetsAndBelowMarketLeaseLiabilitiesTables 49 false false R50.htm 2406402 - Disclosure - NOTES PAYABLE (Narrative) (Details) Notes http://www.kbsreit.com/role/NotesPayableNarrativeDetails NOTES PAYABLE (Narrative) (Details) Details http://www.kbsreit.com/role/NotesPayableTables 50 false false R51.htm 2406403 - Disclosure - NOTES PAYABLE (Schedule of Long-term Debt Instruments) (Details) Notes http://www.kbsreit.com/role/NotesPayableScheduleOfLongTermDebtInstrumentsDetails NOTES PAYABLE (Schedule of Long-term Debt Instruments) (Details) Details http://www.kbsreit.com/role/NotesPayableTables 51 false false R52.htm 2406404 - Disclosure - NOTES PAYABLE (Recent Finncing) (Details) Notes http://www.kbsreit.com/role/NotesPayableRecentFinncingDetails NOTES PAYABLE (Recent Finncing) (Details) Details http://www.kbsreit.com/role/NotesPayableTables 52 false false R53.htm 2407402 - Disclosure - FAIR VALUE DISCLOSURES (Details) Sheet http://www.kbsreit.com/role/FairValueDisclosuresDetails FAIR VALUE DISCLOSURES (Details) Details http://www.kbsreit.com/role/FairValueDisclosuresTables 53 false false R54.htm 2408402 - Disclosure - RELATED PARTY TRANSACTIONS (Related-party Costs) (Details) Sheet http://www.kbsreit.com/role/RelatedPartyTransactionsRelatedPartyCostsDetails RELATED PARTY TRANSACTIONS (Related-party Costs) (Details) Details http://www.kbsreit.com/role/RelatedPartyTransactionsTables 54 false false R55.htm 2408403 - Disclosure - RELATED PARTY TRANSACTIONS (Real Estate Property Co-Management Agreement) (Details) Sheet http://www.kbsreit.com/role/RelatedPartyTransactionsRealEstatePropertyCoManagementAgreementDetails RELATED PARTY TRANSACTIONS (Real Estate Property Co-Management Agreement) (Details) Details http://www.kbsreit.com/role/RelatedPartyTransactionsTables 55 false false R56.htm 2409402 - Disclosure - UNAUDITED PRO FORMA FINANCIAL INFORMATION (Details) Sheet http://www.kbsreit.com/role/UnauditedProFormaFinancialInformationDetails UNAUDITED PRO FORMA FINANCIAL INFORMATION (Details) Details http://www.kbsreit.com/role/UnauditedProFormaFinancialInformationTables 56 false false R57.htm 2411401 - Disclosure - SUBSEQUENT EVENTS (Status Offering) (Details) Sheet http://www.kbsreit.com/role/SubsequentEventsStatusOfferingDetails SUBSEQUENT EVENTS (Status Offering) (Details) Details http://www.kbsreit.com/role/SubsequentEvents 57 false false R58.htm 2411402 - Disclosure - SUBSEQUENT EVENTS (Distributions and Stock Dividends) (Details) Sheet http://www.kbsreit.com/role/SubsequentEventsDistributionsAndStockDividendsDetails SUBSEQUENT EVENTS (Distributions and Stock Dividends) (Details) Details http://www.kbsreit.com/role/SubsequentEvents 58 false false R59.htm 2411404 - Disclosure - SUBSEQUENT EVENTS (Co-Management Agreement) (Details) Sheet http://www.kbsreit.com/role/SubsequentEventsCoManagementAgreementDetails SUBSEQUENT EVENTS (Co-Management Agreement) (Details) Details http://www.kbsreit.com/role/SubsequentEvents 59 false false All Reports Book All Reports kbsgi-20160630.xml kbsgi-20160630.xsd kbsgi-20160630_cal.xml kbsgi-20160630_def.xml kbsgi-20160630_lab.xml kbsgi-20160630_pre.xml true true ZIP 83 0001631256-16-000057-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001631256-16-000057-xbrl.zip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�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