exhibit 10. 59 assignment and assumption agreement this assignment and assumption agreement ( “ agreement ” ) is made as of the 9th day of january, 2007, between aig mortgage capital, llc, a delaware limited liability company, having an address at 1999 avenue of the stars, 38th floor, century city, los angeles, california 90067 ( “ selling lender ” ), and kbs se retail, llc, a delaware limited liability company, having an address 620 newport center drive, suite 1300, newport beach, california, 92660 ( “ purchasing lender ” ). recitals : whereas, pursuant to a certain loan agreement, dated as of december 21, 2006, aig mortgage capital, llc, a delaware limited liability company, as senior mortgage lender ( “ senior lender ” ) has made a loan in the principal amount of up to $ 49, 600, 000 ( “ senior loan ” ) to westmarket associates 2006 llc, little river associates 2006 llc, clinton associates 2006 llc, newmarket associates 2006 llc, apopka associates 2006 llc, and westgate associates 2006 llc, each a delaware limited liability company ( “ senior borrower ” ) ; whereas, pursuant to a certain mezzanine loan agreement, dated as of december 21, 2006, senior lender has also made a mezzanine loan in the principal amount of $ 8, 000, 000. 00 ( “ mezzanine loan ” ) as mezzanine lender ( additionally referred to herein as “ mezzanine lender ” ) to westmarket associates 2006 mb llc, little river associates 2006 mb llc, clinton associates 2006 mb llc, newmarket associates 2006 mb llc, apopka associates 2006 mb llc, and westgate associates 2006 mb llc, each a delaware limited liability company ( collectively, the “ mezzanine borrower ” ) ; whereas, lender and mezzanine lender, entered into that certain intercreditor agreement, dated as of december 21, 2006 ( the “ intercreditor agreement ” ) ; whereas, pursuant to that certain omnibus assignment, dated as of the date hereof ( the “ assignment ” ), mezzanine lender has assigned all its right, title and interest in and to the mezzanine loan and the mezzanine loan documents to purchasing lender and this agreement shall serve as notice to senior lender of such assignment ; and whereas, purchasing lender is willing to accept the assignment, and in connection with the