Assignment and Assumption of Purchase Agreement-acquisition of Rivertech I & II



 Exhibit 10.214 
 ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT 
 This Assignment and Assumption of Purchase
Agreement (“Assignment”) is entered into between KBS CAPITAL ADVISORS LLC, a Delaware limited liability company (“Assignor”) and KBS RIVERTECH, LLC, a Delaware limited liability company (“Assignee”), as of
November 29, 2007 (“Effective Date”). 
 RECITALS 
 A. Pursuant to the terms of that certain Purchase and Sale Agreement effective as of November 21, 2007, by and between JEROME L. RAPPAPORT, JR., AND
JANET F. ASERKOFF, AS TRUSTEES OF RIVERTECH NOMINEE TRUST UNDER DECLARATION OF TRUST DATED JUNE 12, 2002, RECORDED WITH THE MIDDLESEX NORTH REGISTRY OF DEEDS IN BOOK 13197, PAGE 163, as seller, and Assignor, as buyer (the “Purchase
Agreement”), Assignor agreed to acquire the Property (as such term is defined in the Purchase Agreement) commonly referred to as 129 Concord Road, Billerica, Massachusetts. 
 B. Assignor desires to assign, without recourse, representation or warranty, all of its rights, benefits, liabilities and obligations arising under the
Purchase Agreement (and related documents) to Assignee, and Assignee desires to assume all of said rights, benefits, liabilities and obligations. 
 NOW, THEREFORE, in consideration of the foregoing promises, the mutual undertakings of the parties set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the
parties agree as follows: 
 1. Recitals. The above recitals are incorporated herein by reference. 
 2. Assignment and Assumption. Assignor hereby transfers, assigns and conveys, without recourse, representation or warranty, express or implied,
all of Assignor’s rights, interests, liabilities and obligations in and to the Property, and all of Assignor’s rights, interests, liabilities and obligations under the Purchase Agreement (and related documents) to acquire same to Assignee.
Assignee hereby assumes all such rights, interests, liabilities and obligations, and joins in all representations, warranties, releases, and indemnities, of Assignor under the Purchase Agreement (and related documents) relating to such Property and
the Purchase Agreement (and related documents) assigned to it above. 
 3. Successors and Assigns. This Assignment shall be binding
upon and inure to the benefit of the parties’ successors and assigns. 
 4. Attorneys’ Fees. In the event any party
institutes any action or proceeding against the other party with regard to this Assignment, the prevailing party of such action shall be entitled to recover from the nonprevailing party (in addition to all other remedies provided by law) its
attorneys’ fees and costs incurred in such action or proceeding. 
 5. Purchaser’s Continuing Obligations. Assignor shall
remain jointly and severally liable with Assignee for all obligations of the purchaser under the Purchase Agreement. 
  

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 6. Counterparts. This Assignment may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. Each counterpart may be delivered by facsimile transmission. The signature page of any counterpart may be detached therefrom without
impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto. 
 Executed as of
the date set forth above. 
 [Signature Pages to Follow] 
  

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	ASSIGNOR:
	
	 KBS CAPITAL ADVISORS LLC,
 a Delaware limited liability company

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

		 	Charles J. Schreiber, Jr.
		 	Chief Executive Officer

  

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	 ASSIGNEE:
	 	
	
	 KBS RIVERTECH, LLC,
 a Delaware limited liability company

		
	 By:
	 	 KBS REIT ACQUISITION XXXI, LLC,
 a
Delaware limited liability company,
 its sole member

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

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

					
		 		 		 	 By:
	 	 KBS REAL ESTATE INVESTMENT TRUST, INC.,
 a Maryland corporation,
 general partner

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

		 		 		 		 		 	 Charles J. Schreiber, Jr.
 Chief Executive
Officer


  

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