RI Q4 2011 Exhibit 10.113


Exhibit 10.113
EXECUTION COPY
This JOINDER AGREEMENT, dated as of December 15, 2011, is delivered pursuant to Section 7.10 (Additional Grantors) of the Pledge and Security Agreement, dated as of April 28, 2011 by KBS GKK PARTICIPATION HOLDINGS II, LLC (the “Seller”) and the Subsidiaries of the Seller listed on the signature pages thereof in favor of the Citigroup Financial Products Inc. (the “Pledge and Security Agreement”).  Capitalized terms used herein but not defined herein are used with the meanings given them in the Pledge and Security Agreement.
By executing and delivering this Joinder Agreement, the undersigned, as provided in Section 7.10 (Additional Grantors) of the Pledge and Security Agreement, hereby becomes a party to the Pledge and Security Agreement as a Grantor thereunder with the same force and effect as if originally named as a Grantor therein and, without limiting the generality of the foregoing, hereby grants to the Buyer, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Guaranteed Obligations of the undersigned, a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral of the undersigned and expressly assumes all obligations and liabilities of a Grantor thereunder.
The information set forth in Annex 1‐A and Annex 1-B is hereby added to the information set forth in Schedules 1 through 6 to the Pledge and Security Agreement. By acknowledging and agreeing to this Joinder Agreement, the undersigned hereby agree that this Joinder Agreement may be attached to the Pledge and Security Agreement and that the Pledged Collateral listed on Annex 1‐A to this Pledge Amendment shall be and become part of the Collateral referred to in the Pledge and Security Agreement and shall secure all Guaranteed Obligations of the undersigned.
The undersigned hereby represents and warrants that each of the representations and warranties contained in Article III (Representations and Warranties) of the Pledge and Security Agreement applicable to it is true and correct on and as the date hereof as if made on and as of such date.



EXECUTION COPY
IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and delivered as of the date first above written.
KBS ACQUISITION SUB-OWNER 2, LLC,
a Delaware limited liability company


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


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


By:    KBS GKK PARTICIPATION HOLDINGS I, LLC,
a Delaware limited liability company,
its sole member


By:    KBS DEBT HOLDINGS, LLC,
a Delaware limited liability company,
its sole member


By:    KBS LIMITED PARTNERSHIP,
a Delaware limited partnership,
its manager


		
	By:
	KBS REAL ESTATE INVESTMENT TRUST, INC.,


a Maryland corporation,
its sole general partner


By:    /s/ David E. Snyder
David E. Snyder
Chief Financial Officer




[Signatures continued on following page]



[JOINDER TO GUARANTOR PLEDGE AND SECURITY AGREEMENT (CITIBANK FACILITY)]



EXECUTION COPY
IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and delivered as of the date first above written.
KBS ACQUISITION SUB-OWNER 3, LLC,
a Delaware limited liability company


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


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


By:    KBS GKK PARTICIPATION HOLDINGS I, LLC,
a Delaware limited liability company,
its sole member


By:    KBS DEBT HOLDINGS, LLC,
a Delaware limited liability company,
its sole member


By:    KBS LIMITED PARTNERSHIP,
a Delaware limited partnership,
its manager


		
	By:
	KBS REAL ESTATE INVESTMENT TRUST, INC.,


a Maryland corporation,
its sole general partner


By:    /s/ David E. Snyder
David E. Snyder
Chief Financial Officer




[Signatures continued on following page]



[JOINDER TO GUARANTOR PLEDGE AND SECURITY AGREEMENT (CITIBANK FACILITY)]



EXECUTION COPY
IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and delivered as of the date first above written.
KBS ACQUISITION SUB-OWNER 14, LLC,
a Delaware limited liability company


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


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


By:    KBS GKK PARTICIPATION HOLDINGS I, LLC,
a Delaware limited liability company,
its sole member


By:    KBS DEBT HOLDINGS, LLC,
a Delaware limited liability company,
its sole member


By:    KBS LIMITED PARTNERSHIP,
a Delaware limited partnership,
its manager


		
	By:
	KBS REAL ESTATE INVESTMENT TRUST, INC.,


a Maryland corporation,
its sole general partner


By:    /s/ David E. Snyder
David E. Snyder
Chief Financial Officer




[Signatures continued on following page]



[JOINDER TO GUARANTOR PLEDGE AND SECURITY AGREEMENT (CITIBANK FACILITY)]



EXECUTION COPY
IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and delivered as of the date first above written.
KBS ACQUISITION SUB-OWNER 11, LLC,
a Delaware limited liability company


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


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


By:    KBS GKK PARTICIPATION HOLDINGS I, LLC,
a Delaware limited liability company,
its sole member


By:    KBS DEBT HOLDINGS, LLC,
a Delaware limited liability company,
its sole member


By:    KBS LIMITED PARTNERSHIP,
a Delaware limited partnership,
its manager


		
	By:
	KBS REAL ESTATE INVESTMENT TRUST, INC.,


a Maryland corporation,
its sole general partner


By:    /s/ David E. Snyder
David E. Snyder
Chief Financial Officer




[Signatures continued on following page]



[JOINDER TO GUARANTOR PLEDGE AND SECURITY AGREEMENT (CITIBANK FACILITY)]



EXECUTION COPY
IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and delivered as of the date first above written.
KBS ACQUISITION SUB-OWNER 24, LLC,
a Delaware limited liability company


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


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


By:    KBS GKK PARTICIPATION HOLDINGS I, LLC,
a Delaware limited liability company,
its sole member


By:    KBS DEBT HOLDINGS, LLC,
a Delaware limited liability company,
its sole member


By:    KBS LIMITED PARTNERSHIP,
a Delaware limited partnership,
its manager


		
	By:
	KBS REAL ESTATE INVESTMENT TRUST, INC.,


a Maryland corporation,
its sole general partner


By:    /s/ David E. Snyder
David E. Snyder
Chief Financial Officer




[Signatures continued on following page]



[JOINDER TO GUARANTOR PLEDGE AND SECURITY AGREEMENT (CITIBANK FACILITY)]



EXECUTION COPY
IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and delivered as of the date first above written.
KBS ACQUISITION SUB-OWNER 26, LLC,
a Delaware limited liability company


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


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


By:    KBS GKK PARTICIPATION HOLDINGS I, LLC,
a Delaware limited liability company,
its sole member


By:    KBS DEBT HOLDINGS, LLC,
a Delaware limited liability company,
its sole member


By:    KBS LIMITED PARTNERSHIP,
a Delaware limited partnership,
its manager


		
	By:
	KBS REAL ESTATE INVESTMENT TRUST, INC.,


a Maryland corporation,
its sole general partner


By:    /s/ David E. Snyder
David E. Snyder
Chief Financial Officer




[Signatures continued on following page]



[JOINDER TO GUARANTOR PLEDGE AND SECURITY AGREEMENT (CITIBANK FACILITY)]



EXECUTION COPY
IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and delivered as of the date first above written.
KBS ACQUISITION SUB-OWNER 23, LLC,
a Delaware limited liability company


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


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


By:    KBS GKK PARTICIPATION HOLDINGS I, LLC,
a Delaware limited liability company,
its sole member


By:    KBS DEBT HOLDINGS, LLC,
a Delaware limited liability company,
its sole member


By:    KBS LIMITED PARTNERSHIP,
a Delaware limited partnership,
its manager


		
	By:
	KBS REAL ESTATE INVESTMENT TRUST, INC.,


a Maryland corporation,
its sole general partner


By:    /s/ David E. Snyder
David E. Snyder
Chief Financial Officer




[Signatures continued on following page]



[JOINDER TO GUARANTOR PLEDGE AND SECURITY AGREEMENT (CITIBANK FACILITY)]



EXECUTION COPY
IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and delivered as of the date first above written.
KBS ACQUISITION SUB-OWNER 13, LLC,
a Delaware limited liability company


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


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


By:    KBS GKK PARTICIPATION HOLDINGS I, LLC,
a Delaware limited liability company,
its sole member


By:    KBS DEBT HOLDINGS, LLC,
a Delaware limited liability company,
its sole member


By:    KBS LIMITED PARTNERSHIP,
a Delaware limited partnership,
its manager


		
	By:
	KBS REAL ESTATE INVESTMENT TRUST, INC.,


a Maryland corporation,
its sole general partner


By:    /s/ David E. Snyder
David E. Snyder
Chief Financial Officer




[Signatures continued on following page]



[JOINDER TO GUARANTOR PLEDGE AND SECURITY AGREEMENT (CITIBANK FACILITY)]



EXECUTION COPY
IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and delivered as of the date first above written.
KBS ACQUISITION SUB-OWNER 25, LLC,
a Delaware limited liability company


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


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


By:    KBS GKK PARTICIPATION HOLDINGS I, LLC,
a Delaware limited liability company,
its sole member


By:    KBS DEBT HOLDINGS, LLC,
a Delaware limited liability company,
its sole member


By:    KBS LIMITED PARTNERSHIP,
a Delaware limited partnership,
its manager


		
	By:
	KBS REAL ESTATE INVESTMENT TRUST, INC.,


a Maryland corporation,
its sole general partner


By:    /s/ David E. Snyder
David E. Snyder
Chief Financial Officer




[Signatures continued on following page]



[JOINDER TO GUARANTOR PLEDGE AND SECURITY AGREEMENT (CITIBANK FACILITY)]



EXECUTION COPY
IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and delivered as of the date first above written.
KBS ACQUISITION SUB-OWNER 22, LLC,
a Delaware limited liability company


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


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


By:    KBS GKK PARTICIPATION HOLDINGS I, LLC,
a Delaware limited liability company,
its sole member


By:    KBS DEBT HOLDINGS, LLC,
a Delaware limited liability company,
its sole member


By:    KBS LIMITED PARTNERSHIP,
a Delaware limited partnership,
its manager


		
	By:
	KBS REAL ESTATE INVESTMENT TRUST, INC.,


a Maryland corporation,
its sole general partner


By:    /s/ David E. Snyder
David E. Snyder
Chief Financial Officer




[Signatures continued on following page]



[JOINDER TO GUARANTOR PLEDGE AND SECURITY AGREEMENT (CITIBANK FACILITY)]



EXECUTION COPY
IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and delivered as of the date first above written.
KBS ACQUISITION SUB-OWNER 9, LLC,
a Delaware limited liability company


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


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


By:    KBS GKK PARTICIPATION HOLDINGS I, LLC,
a Delaware limited liability company,
its sole member


By:    KBS DEBT HOLDINGS, LLC,
a Delaware limited liability company,
its sole member


By:    KBS LIMITED PARTNERSHIP,
a Delaware limited partnership,
its manager


		
	By:
	KBS REAL ESTATE INVESTMENT TRUST, INC.,


a Maryland corporation,
its sole general partner


By:    /s/ David E. Snyder
David E. Snyder
Chief Financial Officer




[Signatures continued on following page]



[JOINDER TO GUARANTOR PLEDGE AND SECURITY AGREEMENT (CITIBANK FACILITY)]



EXECUTION COPY
IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and delivered as of the date first above written.
KBS ACQUISITION SUB-OWNER 10, LLC,
a Delaware limited liability company


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


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


By:    KBS GKK PARTICIPATION HOLDINGS I, LLC,
a Delaware limited liability company,
its sole member


By:    KBS DEBT HOLDINGS, LLC,
a Delaware limited liability company,
its sole member


By:    KBS LIMITED PARTNERSHIP,
a Delaware limited partnership,
its manager


		
	By:
	KBS REAL ESTATE INVESTMENT TRUST, INC.,


a Maryland corporation,
its sole general partner


By:    /s/ David E. Snyder
David E. Snyder
Chief Financial Officer




[Signatures continued on following page]



[JOINDER TO GUARANTOR PLEDGE AND SECURITY AGREEMENT (CITIBANK FACILITY)]



EXECUTION COPY
IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and delivered as of the date first above written.
KBS ACQUISITION SUB-OWNER 20, LLC,
a Delaware limited liability company


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


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


By:    KBS GKK PARTICIPATION HOLDINGS I, LLC,
a Delaware limited liability company,
its sole member


By:    KBS DEBT HOLDINGS, LLC,
a Delaware limited liability company,
its sole member


By:    KBS LIMITED PARTNERSHIP,
a Delaware limited partnership,
its manager


		
	By:
	KBS REAL ESTATE INVESTMENT TRUST, INC.,


a Maryland corporation,
its sole general partner


By:    /s/ David E. Snyder
David E. Snyder
Chief Financial Officer




[Signatures continued on following page]



[JOINDER TO GUARANTOR PLEDGE AND SECURITY AGREEMENT (CITIBANK FACILITY)]



EXECUTION COPY
IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and delivered as of the date first above written.
KBS ACQUISITION SUB-UPPER TIER OWNER, LLC,
a Delaware limited liability company


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


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


By:    KBS GKK PARTICIPATION HOLDINGS I, LLC,
a Delaware limited liability company,
its sole member


By:    KBS DEBT HOLDINGS, LLC,
a Delaware limited liability company,
its sole member


By:    KBS LIMITED PARTNERSHIP,
a Delaware limited partnership,
its manager


		
	By:
	KBS REAL ESTATE INVESTMENT TRUST, INC.,


a Maryland corporation,
its sole general partner


By:    /s/ David E. Snyder
David E. Snyder
Chief Financial Officer




[Signatures continued on following page]





[JOINDER TO GUARANTOR PLEDGE AND SECURITY AGREEMENT (CITIBANK FACILITY)]





ACKNOWLEDGED AND AGREED 
as of the date first above written:
CITIGROUP FINANCIAL PRODUCTS INC.,
as Buyer
By:    /s/ Richard B. Schlenger         
Name:  Richard B. Schlenger    
Title:  Authorized Signatory



[JOINDER TO GUARANTOR PLEDGE AND SECURITY AGREEMENT (CITIBANK FACILITY)]