Exhibit 10.8
Loan No. 1009271
LOAN AGREEMENT
between
KBS LEGACY PARTNERS APARTMENT REIT, INC.,
a Maryland corporation
and
WELLS FARGO BANK, NATIONAL ASSOCIATION
Entered into as of April 19, 2013
TABLE OF CONTENTS
Page
ARTICLE 1
DEFINITIONS
1
1.1
DEFINED TERMS
1
1.2
EXHIBITS INCORPORATED
5
ARTICLE 2
LOAN
5
2.1
LOAN
5
2.2
FEE
5
2.3
NOTE
5
2.4
PURPOSE
5
2.5
INTEREST; PAYMENTS
5
2.6
OPTIONAL PRINCIPAL PREPAYMENTS
5
2.7
MANDATORY PRINCIPAL REPAYMENTS; COMMITMENT REDUCTION
6
2.8
CREDIT FOR PRINCIPAL PAYMENTS
6
2.9
MATURITY DATE
6
2.10
OPTION TO EXTEND
6
ARTICLE 3
DISBURSEMENT
7
3.1
CONDITIONS PRECEDENT
7
3.2
CONDITIONS TO DISBURSEMENTS
7
3.3
ACCOUNT, PLEDGE AND ASSIGNMENT, AND DISBURSEMENT
AUTHORIZATION
7
3.4
FUNDS TRANSFER DISBURSEMENTS
7
ARTICLE 4
REPRESENTATIONS AND WARRANTIES
8
4.1
AUTHORITY/ENFORCEABILITY
8
4.2
BINDING OBLIGATIONS
8
4.3
FORMATION AND ORGANIZATIONAL DOCUMENTS
8
4.4
NO VIOLATION
8
4.5
LITIGATION
8
4.6
FINANCIAL CONDITION
9
4.7
NO MATERIAL ADVERSE CHANGE
9
4.8
ACCURACY
9
4.9
TAX LIABILITY
9
4.10
NO SUBORDINATION
9
4.11
PERMITS; FRANCHISES
9
4.12
OTHER OBLIGATIONS
9
4.13
BUSINESS LOAN
9
-i-
TABLE OF CONTENTS
(continued)
Page
ARTICLE 5
COVENANTS OF BORROWER
9
5.1
OTHER INDEBTEDNESS
9
5.2
MERGER, CONSOLIDATION, SALE OF ASSETS
9
5.3
GUARANTEES
10
5.4
DISTRIBUTIONS
10
5.5
EXPENSES
10
5.6
ERISA COMPLIANCE
10
5.7
EXISTENCE
10
5.8
TAXES AND OTHER LIABILITIES
10
5.9
NOTICE
10
5.10
INSURANCE
10
5.11
FACILITIES
10
5.12
ORGANIZATIONAL DOCUMENTS
10
5.13
ASSIGNMENT
10
5.14
FINANCIAL COVENANTS
11
ARTICLE 6
REPORTING COVENANTS
11
6.1
FINANCIAL INFORMATION
11
6.2
COMPLIANCE CERTIFICATE
11
6.3
BOOKS AND RECORDS
11
ARTICLE 7
DEFAULTS AND REMEDIES
11
7.1
DEFAULT
11
7.2
ACCELERATION UPON DEFAULT; REMEDIES
12
7.3
RIGHT OF CONTEST
12
ARTICLE 8
MISCELLANEOUS PROVISIONS
13
8.1
INDEMNITY
13
8.2
FORM OF DOCUMENTS
13
8.3
NOTICES
13
8.4
RELATIONSHIP OF PARTIES
13
8.5
ATTORNEY'S FEES AND EXPENSES; ENFORCEMENT
13
8.6
IMMEDIATELY AVAILABLE FUNDS
13
8.7
LENDER'S CONSENT
13
8.8
LOAN SALES AND PARTICIPATIONS; DISCLOSURE OF INFORMATION
13
8.9
CAPITAL ADEQUACY
14
8.10
SUBORDINATION
14
8.11
SEVERABILITY
14
-ii-
TABLE OF CONTENTS
(continued)
Page
8.12
NO WAIVER; SUCCESSORS
15
8.13
TIME
15
8.14
HEADINGS
15
8.15
GOVERNING LAW
15
8.16
USA PATRIOT ACT NOTICE. COMPLIANCE
15
8.17
INTEGRATION; INTERPRETATION
15
8.18
JOINT AND SEVERAL LIABILITY
15
8.19
COUNTERPARTS
15
8.20
LIMITATION ON PERSONAL LIABILITY OF SHAREHOLDERS, PARTNERS
AND MEMBERS
15
EXHIIT A - DOCUMENTS
EXHIBIT B - TRANSFER AUTHORIZER DESIGNATION
EXHIBIT C - FORM OF COMPLIANCE CERTIFICATE
-iii-
Loan No. 1009271
LOAN AGREEMENT
THIS LOAN AGREEMENT ("Agreement") is entered into as of April 19, 2013, by and
between KBS LEGACY PARTNERS APARTMENT REIT, INC., a Maryland corporation
("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Lender").
R E C I T A L
Borrower desires to borrow from Lender, and Lender agrees to loan to Borrower,
the extension of credit for which provision is made herein for the purpose more
specifically described in Section 2.4 below.
NOW, THEREFORE, Lender and Borrower agree as follows:
ARTICLE 1
DEFINITIONS