0001193125-11-012070 Sample Contracts

MULTIFAMILY NOTE MULTISTATE – ADJUSTABLE RATE (REVISION DATE 08-10-2009)
Multifamily Note • January 21st, 2011 • KBS Legacy Partners Apartment REIT, Inc. • Real estate investment trusts

FOR VALUE RECEIVED, the undersigned (together with such party’s or parties’ successors and assigns, “Borrower”), jointly and severally (if more than one) promises to pay to the order of CBRE CAPITAL MARKETS, INC., a Texas corporation, the principal sum of TWENTY THREE MILLION FOUR HUNDRED SEVENTY FIVE THOUSAND and 00/100 DOLLARS (US $23,475,000.00), with interest on the unpaid principal balance, as hereinafter provided.

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GUARANTY MULTISTATE (for use in all Property jurisdictions except California) REVISION DATE 05/06/05
KBS Legacy Partners Apartment REIT, Inc. • January 21st, 2011 • Real estate investment trusts

This Guaranty (“Guaranty”) is entered into to be effective as of October 26, 2010, by the undersigned person(s) (the “Guarantor” jointly and severally if more than one), for the benefit of FEDERAL HOME LOAN MORTGAGE CORPORATION (the “Lender”).

ASSIGNMENT AND ASSUMPTION OF AGREEMENT FOR SALE AND PURCHASE OF PROPERTY
Assignment and Assumption Of • January 21st, 2011 • KBS Legacy Partners Apartment REIT, Inc. • Real estate investment trusts

This Assignment and Assumption of Agreement for Sale and Purchase of Property (“Assignment”) is entered into between KBS Realty Advisors, LLC, a Delaware limited liability company (“Assignor”), and KBS Capital Advisors LLC, a Delaware limited liability company (“Assignee”), as of August 5, 2010 (the “Effective Date”).

GUARANTY MULTISTATE (for use in all Property jurisdictions except California) REVISION DATE 05/06/05
KBS Legacy Partners Apartment REIT, Inc. • January 21st, 2011 • Real estate investment trusts

This Guaranty (“Guaranty”) is entered into to be effective as of October 26, 2010, by the undersigned person(s) (the “Guarantor” jointly and severally if more than one), for the benefit of FEDERAL HOME LOAN MORTGAGE CORPORATION (the “Lender”).

When Recorded Return to: Stewart Title Guaranty Company Attn: Carma D. Weymouth National Commercial Escrow Officer
Assumption Agreement • January 21st, 2011 • KBS Legacy Partners Apartment REIT, Inc. • Real estate investment trusts
SEVENTH AMENDMENT TO AGREEMENT FOR SALE AND PURCHASE OF PROPERTY
Agreement for Sale and Purchase of Property • January 21st, 2011 • KBS Legacy Partners Apartment REIT, Inc. • Real estate investment trusts

This Seventh Amendment to Agreement for Sale and Purchase of Property (the “Amendment”) is made and entered into effective as of the 4th day of October, 2010, by and between DAKOTA HILL PROPERTIES, A TEXAS LIMITED PARTNERSHIP (“Seller”), and KBS LEGACY PARTNERS DAKOTA HILL LLC, a Delaware limited liability company (“Buyer”).

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