Exhibit






Exhibit 10.46
NINTH AMENDMENT 
TO 
AGREEMENT FOR PURCHASE AND SALE


THIS NINTH AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE (the “Ninth Amendment”), dated as of December 15, 2017, is made by and between KBS LEGACY PARTNERS DAKOTA HILL LLC, a Delaware limited liability company ("Seller"), and RREF III-P ELITE VENTURE, LLC, a Delaware limited liability company ("Buyer"), with reference to the following:


WHEREAS, Buyer and Seller are parties to that certain Agreement for Purchase and Sale dated as of September 5, 2017, that certain First Amendment to Agreement for Purchase and Sale dated as of October 2, 2017, that certain Second Amendment to Agreement for Purchase and Sale dated as of November 6, 2017, that certain Third Amendment to Agreement for Purchase and Sale dated as of November 17, 2017, that certain Fourth Amendment to Agreement for Purchase and Sale dated as of November 27, 2017, that certain Fifth Amendment to Agreement for Purchase and Sale dated as of November 29, 2017, that certain Sixth Amendment to Agreement for Purchase and Sale dated as of December 4, 2017, that certain Seventh Amendment to Agreement for Purchase and Sale dated as of December 7, 2017, and that certain Eighth Amendment to Agreement for Purchase and Sale dated as of December 14, 2017 (collectively, the "Purchase Agreement"); 


WHEREAS, Seller and Buyer have agreed to enter into this Ninth Amendment to set forth their agreement regarding the matters set forth herein.


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller hereby agree to the following:


1.Terms.  All initially capitalized terms which are used in this Ninth Amendment, but not otherwise defined herein, shall have the same meanings as ascribed thereto in the Purchase Agreement.
2.    Approval Date.  Notwithstanding the terms of Section 2.5.3 of the Purchase Agreement, Buyer and Seller hereby agree that the Approval Date shall be Tuesday, December 19, 2017. 


3.    Title Cure and Deadline.  Notwithstanding the terms of Section 2.6.3 of the Purchase Agreement, Buyer and Seller hereby agree that the Cure Notice Period and the Waiver Notice Period shall end on Tuesday, December 19, 2017. 


4.    Purchase Agreement Ratified.  In all other respects, except as otherwise provided by this Ninth Amendment, the undersigned hereby ratify and confirm the Purchase Agreement which remains in full force and effect.
5.    Counterparts.  This Ninth Amendment may be executed in counterparts, each of which shall be deemed an original and all of said counterparts shall constitute but one and the same instrument.  Signatures delivered via facsimile or other electronic means shall be accepted as if original.


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IN WITNESS WHEREOF, the undersigned hereby execute this Ninth 
Amendment to be effective as of the date set forth above.


SELLER:


KBS LEGACY PARTNERS DAKOTA HILL LLC, a 
Delaware limited liability company 


		
	By:
	KBS Legacy Partners Properties LLC, a Delaware 


limited liability company, its sole member


		
	By:
	KBS Legacy Partners Limited 


Partnership, a Delaware limited 
partnership, its sole member


		
	By:
	KBS Legacy Partners Apartment 


REIT, Inc., a Maryland 
corporation, its sole general partner




		
	By:
	/s/ W. Dean Henry


W. Dean Henry, Chief Executive Officer


BUYER:


RREF III-P ELITE VENTURE, LLC, a Delaware limited 
liability company


		
	By:
	Elite Street Capital, LLC, a Texas limited liability 


company, its Administrative Member


		
	By:
	/s/ Yehonatan Sade        


		
	Name:
	Yehonatan Sade 


		
	Title:
	Managing Manager


The undersigned joins in the execution of this Ninth Amendment in order to 
acknowledge the terms hereof.
ESCROW AGENT:


FIDELITY NATIONAL TITLE INSURANCE COMPANY


		
	By:
	/s/ John W. Jones


		
	Name:
	John W. Jones


		
	Title:
	Senior Vice President






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