PARENT GUARANTY AND INDEMNITY

Exhibit 10.14

EXECUTION

PARENT GUARANTY AND INDEMNITY

 This PARENT GUARANTY AND INDEMNITY, dated as of August 22, 2008 (this “ Guaranty ”), is made and entered into by KBS REAL ESTATE INVESTMENT TRUST, INC., a Maryland corporation that has elected to be taxed as a real estate investment trust (“ Guarantor ”), whose address is c/o KBS Capital Advisors, LLC, 620 Newport Center Drive, Suite 1300, Newport Beach, CA 92660 for the benefit of GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (“ Buyer ”), whose address is One New York Plaza, New York, New York 10004.

RECITALS:

 NOW, THEREFORE , in exchange for good, adequate, and valuable consideration, the receipt of which Guarantor acknowledges, and to induce Buyer to enter into the Repurchase Agreement and accept the Repurchase Documents, Guarantor agrees as follows:

1.           Definitions . For purposes of this Guaranty, the following terms shall be defined as set forth below. In addition, any capitalized term defined in the Repurchase Agreement and used but not defined in this Guaranty shall have the same meaning in this Guaranty as in the Repurchase Agreement.

(a)          “ Buyer Entity ” means, as designated by Buyer from time to time, Buyer or Buyer’s permitted assignee, designee, nominee, servicer, or wholly owned subsidiary.

(b)          “ Guaranteed Obligations ” means Seller’s obligation to pay to Buyer under the Repurchase Documents the Repurchase Price with respect to the Transaction Assets (whether any such Transaction Asset is purchased by Buyer before, on or after the date of this Guaranty) on the Repurchase Date and all amounts in respect of all obligations (including, without limitation, Legal Costs) and indemnities provided for in the Repurchase Documents but excluding this Guaranty.

(c)          “ Guarantor Litigation ” means any litigation, arbitration, investigation, or administrative proceeding of or before any court, arbitrator, or governmental authority, bureau or agency that relates to or affects any asset(s) or property(ies) of Guarantor.

(d)          “ Insolvency Proceeding ” means any case under Title 11 of the United States Code or any successor statute or any other insolvency, bankruptcy, reorganization, liquidation, or like proceeding, or other statute or body of law relating to creditors’ rights, whether brought under state, federal, or foreign law.

(e)          “ Legal Costs ” means all reasonable costs and expenses incurred by Buyer in any Proceeding or in obtaining legal advice and assistance in connection with any Proceeding, any Guarantor Litigation (except a Guarantor Litigation arising from any failure of Buyer to comply with its obligations under the Repurchase Documents or from any gross negligence or willful misconduct of Buyer), or any default by Seller under the Repurchase Documents or by Guarantor under this Guaranty (including any breach of a representation or warranty contained in this Guaranty), including reasonable attorneys’ fees, disbursements, and other charges incurred by Buyer’s attorneys, court costs and reasonable expenses, and charges for the services of paralegals, law clerks, and all other personnel whose services are charged to Buyer in connection with Buyer’s receipt of legal services.

(f)           “ Proceeding ” means any action, suit, arbitration, or other proceeding arising out of, or relating to the interpretation or enforcement of, this Guaranty or the Repurchase Documents, including, without limitation, (a) an Insolvency Proceeding; (b) any proceeding in which Buyer endeavors to realize upon any Security or to enforce any Repurchase Document(s) (including this Guaranty) against Seller or Guarantor, whether or not Buyer prevails; and (c) any proceeding commenced by Seller or Guarantor against Buyer.

(g)          “ Repurchase Documents ” means: (a) the Repurchase Documents, as defined in the recitals; (b) any other documents or instruments relating to any such documents executed by Seller and/or Guarantor; and (c) any modifications, extensions, renewals, restatements, or replacements of any of the foregoing, whether or not consented to by Guarantor. If the Repurchase Documents, as so defined, are modified pursuant to any Insolvency Proceeding, then (whether or not such modification was made with Buyer’s consent or agreement) Buyer may, at Buyer’s option, deem the definition of Repurchase Documents either (1) to have been modified to reflect any such modification, or (2) to continue as it was, without regard to any such modification.

(h)          “ Security ” means any security or collateral held by or for Buyer for the Repurchase Transaction or the Guaranteed Obligations, whether real or personal property, including any mortgage, deed of trust, financing statement, security agreement, and other security document or instrument of any kind securing the Repurchase Transaction in whole or in part. “Security” shall include all assets and property of any kind whatsoever pledged or mortgaged to Buyer pursuant to the Repurchase Documents.

(i)           “ Seller ” means: (a) Seller as defined above, acting on its own behalf; (b) any estate created by the commencement of an Insolvency Proceeding affecting Seller; (c) any trustee, liquidator, sequestrator, or receiver of Seller or Seller’s property; and (d) any similar Person duly appointed pursuant to any law governing any Insolvency Proceeding of Seller.

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2.           Absolute Guaranty of all Guaranteed Obligations . Guarantor unconditionally and irrevocably guarantees Seller’s prompt and complete payment, observance, fulfillment, and performance of all Guaranteed Obligations. Guarantor shall be personally liable for, and personally obligated to pay and perform, all Guaranteed Obligations. All assets and property of Guarantor shall be subject to recourse if Guarantor fails to pay and perform any Guaranteed Obligation(s) when and as required to be paid and performed pursuant to the Repurchase Documents. %

3.           Nature and Scope of Liability . Guarantor’s liability under this Guaranty is primary and not secondary. Guarantor’s liability under this Guaranty shall be in the full amount of all Guaranteed Obligations, including any interest, default interest, costs, and reasonable fees (including Legal Costs) payable by Seller under the Repurchase Documents, including any of the foregoing that would have accrued under the Repurchase Documents but for any Insolvency Proceeding.

4.           Changes in Repurchase Documents . Without notice to, or consent by, Guarantor, and in Buyer’s sole and absolute discretion and without prejudice to Buyer or in any way limiting or reducing Guarantor’s liability under this Guaranty, Buyer may: (a) grant extensions of time, renewals or other indulgences or modifications to Seller or any other party under any of the Repurchase Document(s), (b) change, amend, or modify any Repurchase Document(s), (c) authorize the sale, exchange, release or subordination of any Security, (d) accept or reject additional Security, (e) discharge or release any party or parties liable under the Repurchase Documents, (f) foreclose or otherwise realize on any Security, or attempt to foreclose or otherwise realize on any Security, whether such attempt is successful or unsuccessful, (g) accept or make compositions or other arrangements or file or refrain from filing a claim in any Insolvency Proceeding, (h) make loans to Seller in such amount(s) and at such time(s) as Buyer may determine, (i) credit payments in such manner and order of priority as Buyer may determine in its discretion, and (j) otherwise deal with Seller and any other party related to the Repurchase Transaction or any Security as Buyer may determine in its sole and absolute discretion. Without limiting the generality of the foregoing, Guarantor’s liability under this Guaranty shall continue even if Buyer alters any obligations under the Repurchase Documents in any respect or Buyer’s or Guarantor’s remedies or rights against Seller are in any way impaired or suspended without Guarantor’s consent. If Buyer performs any of the actions described in this paragraph, then Guarantor’s liability shall continue in full force and effect even if Buyer’s actions impair, diminish or eliminate Guarantor’s subrogation, contribution, or reimbursement rights (if any) against Seller or otherwise adversely affect Guarantor or expand Guarantor’s liability hereunder.

5.           Covenants .

(a)           General Covenants. Guarantor shall not without the prior written consent of Buyer, permit or allow:

(i)          admission of any Person (other than any direct or indirect subsidiary of Guarantor) as a holder of membership interests in Seller; provided, however, the foregoing shall not preclude the merger of Guarantor or its successor which does not effect a Change of Control;

(ii)         itself or Seller, as applicable, to seek (1) Seller’s dissolution, liquidation or winding up, in whole or in part, or any Change of Control, or (2) any consolidation or merger of Seller, except as permitted by Section 8.04 of the Repurchase Agreement; or

(iii)        itself or Seller, as applicable, to take any of the following actions: (i) dissolve or liquidate, in whole or in part, except in connection with a merger or consolidation where Guarantor is not the surviving entity if such transaction will not effect a Change of Control; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any

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entity if such action would result in a Change of Control; (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Guarantor or Seller or of any substantial part of its respective property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing; (iv) amend or terminate the memorandum and articles of association of Seller; or (v) permit KBS Debt Holdings, LLC to transfer its membership interests in Seller to any person other than Guarantor or an indirect or direct Subsidiary of Guarantor.

(b)           Financial Covenants . Guarantor covenants and agrees with Lender that, until payment in full of all Guaranteed Obligations:

(i)           Maintenance of Tangible Net Worth . Guarantor shall not have a Tangible Net Worth at any time (A) prior to the first anniversary of the date hereof, of less than $1,080,400,000 and (B) on or after the first anniversary of the date hereof, of less than 200% of the sum of (x) the Aggregate Repurchase Price and (y) the Aggregate Citigroup Repurchase Price.

(ii)           Maintenance of Ratio of Total Indebtedness to Tangible Net Worth . Guarantor shall not at any time after the date hereof to have a ratio of Total Indebtedness to Tangible Net Worth at any time greater than 2:50 to 1:00.

(iii)         Interest Coverage Ratio . Guarantor shall not permit the ratio of (a) Consolidated EBITDA of Guarantor to (b) Consolidated Interest Expenses of Guarantor, to be less than 1.50: 1.00.

(c)           DYT Asset Covenants . Except with respect to Liens in favor of Citigroup Financial Products, Inc. pursuant to the Citigroup MRA and Liens disclosed on Schedule 8 to the Repurchase Agreement, Guarantor covenants and agrees with Lender that, until payment in full of all Guaranteed Obligations, neither Guarantor nor any of Guarantor’s Subsidiaries shall create, incur, assume or permit to exist any Lien on any DYT Asset, nor assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof to secure any of its Indebtedness (or any Indebtedness of such Subsidiary) or any guarantee, indemnity or other surety obligation in respect of Indebtedness of any other Person.

6.           Nature of Guaranty . Guarantor’s liability under this Guaranty is a guaranty of payment and performance of the Guaranteed Obligations, and is not a guaranty of collection or collectibility. Guarantor’s liability under this Guaranty is not conditioned or contingent upon the genuineness, validity, regularity or enforceability of any of the Repurchase Documents. Guarantor’s liability under this Guaranty is a continuing, absolute, and unconditional obligation under any and all circumstances whatsoever (except as expressly stated, if at all, in this Guaranty), without regard to the validity, regularity or enforceability of any of the Guaranteed Obligations. Guarantor acknowledges that Guarantor is fully obligated under this Guaranty even if Seller had no liability at the time of execution of the Repurchase Documents or later ceases to be liable under any Repurchase Document, whether pursuant to Insolvency Proceedings or otherwise. Guarantor shall not be entitled to claim, and irrevocably covenant not to raise or assert, any defense, counterclaim, set-off or deduction against the Guaranteed Obligations that would or might be available to Seller, other than actual payment and performance of all Guaranteed Obligations in full in accordance with their terms. Guarantor waives any right to compel Buyer to proceed first against Seller or any Security before proceeding against Guarantor. Guarantor agrees that if any of the Guaranteed Obligations are or become void or unenforceable (because of

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inadequate consideration, lack of capacity, Insolvency Proceedings, or for any other reason), then Guarantor’s liability under this Guaranty shall continue in full force with respect to all Guaranteed Obligations as if they were and continued to be legally enforceable, all in accordance with their terms before giving effect to the Insolvency Proceedings. Guarantor also recognizes and acknowledges that its liability under this Guaranty may be more extensive in amount and more burdensome than that of Seller. Guarantor waives any defense that might otherwise be available to Guarantor based on the proposition that a Guarantor’s liability cannot exceed the liability of the principal. Guarantor intends to be fully liable under the Guaranteed Obligations regardless of the scope of Seller’s liability thereunder. Without limiting the generality of the foregoing, if the Guaranteed Obligations are “nonrecourse” as to Seller or Seller’s liability for the Guaranteed Obligations is otherwise limited in some way, Guarantor nevertheless intends to be fully liable, to the full extent of Guarantor’s assets with respect to all the Guaranteed Obligations, even though Seller’s liability for the Guaranteed Obligations may be less limited in scope or less burdensome. Guarantor waives any defenses to this Guaranty arising or purportedly arising from the manner in which Buyer disburses the Repurchase Transaction to Seller or otherwise, or any waiver of the terms of any Repurchase Document by Buyer or other failure of Buyer to require full compliance with the Repurchase Documents. Guarantor’s liability under this Guaranty shall continue until all sums due under the Repurchase Documents have been paid in full and all other performance required under the Repurchase Documents has been rendered in full, except as expressly provided otherwise (if at all) in this Guaranty. Guarantor’s liability under this Guaranty shall not be limited or affected in any way by any impairment or any diminution or loss of value of any Security whether caused by (a) hazardous substances, (b) Buyer’s failure to perfect a security interest in any Security, (c) any disability or other defense(s) of Seller, (d) any acts or omissions of Buyer, or (e) any breach by Seller of any representation or warranty contained in any Repurchase Document.

7.           Waivers of Rights and Defenses . Guarantor waives any right to require Buyer to (a) proceed against Seller, (b) proceed against or exhaust any Security, or (c) pursue any other right or remedy for Guarantor’s benefit. Guarantor agrees that Buyer may proceed against Guarantor with respect to the Guaranteed Obligations without taking any actions against Seller and without proceeding against or exhausting any Security. Guarantor agrees that Buyer may unqualifiedly exercise in its sole discretion (or may waiv