Common use of Survival of Representations and Warranties; Remedy for Breach Clause in Contracts

Survival of Representations and Warranties; Remedy for Breach. (a) Subject to the limitation period set forth in Section 3.7 of this Exhibit C, all representations and warranties contained in this Exhibit C (as qualified by the Disclosure Schedule) or in any Schedule, Exhibit, certificate or affidavit delivered pursuant to the Agreement shall survive the Closing. (b) Notwithstanding anything to the contrary in the Agreement or this Exhibit C, following the Closing and issuance of OP Units to the Contributor, the Contributor shall not be liable under this Exhibit C or the Agreement for monetary damages (or otherwise) for breach of any of its representations, warranties, covenants and obligations contained in this Exhibit C or the Agreement (other than the covenants and obligations set forth in Sections 2.5 and 2.6(e) thereof) or in any Schedule, Exhibit, certificate or affidavit delivered by it pursuant thereto, other than pursuant to the succeeding provisions of this Article 3, which, except as provided in Sections 8.13 and 8.14 of the Agreement, shall be the sole and exclusive remedy with respect thereto. In furtherance of the foregoing provision relating to exclusive remedy, each of the Operating Partnership and the Company hereby expressly waives any rights or claims it may have to pursue any remedy against the Contributor or any of its affiliates following the Closing and payment of cash and issuance of OP Units to the Contributor, whether under statute or common law, including, without limitation, any rights arising under any Environmental Law, other than (i) as provided in this Article 3 or in Sections 8.13 and 8.14 of the Agreement, and (ii) with respect to the covenants and obligations described in Sections 2.5 and 2.6(e) of the Agreement. In no event shall the constituent members, partners, employees, officers, directors, managers, advisers, agents or representatives of the Contributor, or of any Entity other than the Contributor, be liable for monetary damages (or otherwise) for any breach of any of the representations, warranties, covenants and obligations contained in this Exhibit C or the Agreement or in any Schedule, Exhibit, certificate or affidavit delivered by the Contributor or Entity pursuant thereto.

Survival of Representations and Warranties; Remedy for Breach. (a) Subject to the limitation period set forth in Section 3.7 3.6 of this Exhibit C, all representations and warranties contained in this Exhibit C (as qualified by the Disclosure Schedule) or in any Schedule, Exhibit, certificate or affidavit delivered pursuant to the Agreement shall survive the Closing. (b) Notwithstanding anything to the contrary in the Agreement or this Exhibit C, following the Closing and issuance of OP Units to the ContributorContributors, the no Contributor shall not be liable under this Exhibit C or the Agreement for monetary damages (or otherwise) for breach of any of its representations, warranties, covenants and obligations contained in this Exhibit C or the Agreement (other than the covenants and obligations set forth in Sections Section 2.5 and 2.6(e) thereof) or in any Schedule, Exhibit, certificate or affidavit delivered by it pursuant thereto, other than pursuant to the succeeding provisions of this Article 3, which, except as provided in Sections 8.13 and 8.14 Section 6.11 of the Agreement, shall be the sole and exclusive remedy with respect thereto. In furtherance of the foregoing provision relating to exclusive remedy, each of the Operating Partnership and the Company hereby expressly waives any rights or claims it may have to pursue any remedy against the Contributor Contributors or any of its their affiliates following the Closing and payment of cash and issuance of OP Units to the ContributorContributors, whether under statute or common law, including, without limitation, any rights arising under any Environmental Law, other than (i) as provided in this Article 3 or in Sections 8.13 and 8.14 Section 6.11 of the Agreement, and (ii) with respect to the covenants and obligations described in Sections Section 2.5 and 2.6(e) of the Agreement. In Except to the extent that any Contributor distributes any of the OP Units pledged in accordance with Section 3.3 below during the applicable survival period, in no event shall the constituent members, partners, employees, officers, directors, managers, advisers, agents or representatives of the any Contributor, or of any Entity other than the ContributorEntity, be liable for monetary damages (or otherwise) for any breach of any of the representations, warranties, covenants and obligations contained in this Exhibit C or the Agreement or in any Schedule, Exhibit, certificate or affidavit delivered by the Contributor Contributors or any Entity pursuant thereto.

Survival of Representations and Warranties; Remedy for Breach. (a) Subject to the limitation period set forth in Section 3.7 of this Exhibit C, all representations and warranties contained in this Exhibit C (as qualified by the Disclosure Schedule) or in any Schedule, Exhibit, Schedule or certificate or affidavit delivered pursuant to the Agreement hereto shall survive the Closing. (b) Notwithstanding anything to the contrary in the Agreement or this Exhibit C, following the Closing and issuance of OP Partnership Units to the ContributorContributors, the Contributor Contributors shall not be liable under this Exhibit C or the Agreement for monetary damages (or otherwise) for breach of any of its representations, warranties, covenants (other than Section 4.1(d) of the Agreement) and obligations contained in this Exhibit C or the Agreement (other than the covenants and obligations set forth in Sections 2.5 and 2.6(e) thereof) Agreement, or in any agreement, Schedule, Exhibit, certificate or affidavit delivered by it pursuant theretothereto (other than the Registration Rights Agreement, the OP Agreement and the Management Agreement), other than pursuant to the succeeding provisions of this Article 3, which, which except as provided in Sections 8.13 1.12 and 8.14 6.13 of the Agreement, shall be the sole and exclusive remedy with respect thereto. In furtherance of the foregoing provision relating to exclusive remedy, each of the Operating Partnership and the Company hereby expressly waives any rights or claims it may have to pursue any other remedy following the Closing and issuance of Partnership Units to the Contributors, except as provided in Sections 1.12, 4.1(d) and 6.13 of the Agreement, whether under statute or common law against the any Contributor or any of its affiliates following the Closing and payment of cash and issuance of OP Units to the Contributor, whether under statute or common law, including, without limitation, any rights arising under any Environmental Law, other than (i) as provided in this Article 3 or in Sections 8.13 and 8.14 of the Agreement, and (ii) with respect to the covenants and obligations described in Sections 2.5 and 2.6(e) of the Agreement. In no event shall the constituent members, partners, employees, officers, directors, managers, advisers, agents or representatives of the Contributor, or directors of any Entity other than the Contributor, Contributor be liable for monetary damages (or otherwise) for any breach of any of the representations, warranties, covenants and obligations contained in this Exhibit C or the Agreement Agreement, or in any agreement, Schedule, Exhibit, certificate or affidavit delivered by it pursuant thereto (other than the Contributor or Entity pursuant theretoRegistration Rights Agreement, the OP Agreement and the Management Agreement).

Survival of Representations and Warranties; Remedy for Breach. (a) Subject to the limitation period set forth in Section 3.7 of this Exhibit CAgreement, all representations and warranties contained in this Exhibit C herein (as qualified by the Disclosure ScheduleSchedule to the Contribution Agreement) or in any Schedule, Exhibit, certificate or affidavit delivered by a Nominee pursuant to the Agreement hereto, shall survive the Closing. (b) Notwithstanding anything to the contrary in the Contribution Agreement or this Exhibit CAgreement, following the Closing and issuance of Common Stock and/or OP Units to the ContributorNominees, the Contributor no Nominee shall not be liable under this Exhibit C Agreement (or the Agreement Contribution Agreement) for monetary damages (or otherwise) for (i) the Contributor’s breach of any representation, warranty, covenant or obligation of the Contributor contained in the Contribution Agreement or in any Schedule, Exhibit, certificate or affidavit delivered by the Contributor pursuant thereto, or (ii) breach of any of its representations, warranties, covenants and obligations contained in this Exhibit C or the Agreement (other than the covenants and obligations set forth in Sections 2.5 and 2.6(e) thereof) Article 2 hereof), or in any Schedule, Exhibit, certificate or affidavit delivered by it such Nominee pursuant theretohereto, other than pursuant to the succeeding provisions of this Article 3, which, except as provided in Sections 8.13 6.13, 6.14 and 8.14 6.15 of the this Agreement, shall be the sole and exclusive remedy with respect thereto. In furtherance of the foregoing provision relating to exclusive remedy, each of the Operating Partnership and the Company hereby expressly waives any rights or claims it may have to pursue any remedy against the Contributor Nominees or any of its their affiliates following the Closing and payment of cash and issuance of Common Stock and/or OP Units to the ContributorNominees, whether under statute or common law, including, without limitation, any rights arising under any Environmental Law, other than (i) as provided in this Article 3 or in Sections 8.13 6.13, 6.14 and 8.14 6.15 of the this Agreement, and (ii) with respect to the covenants and obligations described in Sections 2.5 and 2.6(e) of the AgreementArticle 2. In no event shall the constituent members, partners, employees, officers, directors, managers, advisers, agents or representatives of the Contributor, Contributor or of any Entity other than the Contributor, Nominee be liable for monetary damages (or otherwise) for any breach of any of the representations, warranties, covenants and obligations contained in the Contribution Agreement or this Exhibit C or the Agreement or in any Schedule, Exhibit, certificate or affidavit attached hereto or thereto or delivered by the Contributor or Entity such Nominee pursuant theretothereto or hereto.

Survival of Representations and Warranties; Remedy for Breach. (a) Subject to the limitation period set forth in Section 3.7 of this Exhibit C, all representations and warranties contained in this Exhibit C (as qualified by the Disclosure Schedule) or in any Schedule, Exhibit, certificate or affidavit delivered pursuant to the Agreement shall survive the Closing. (b) Notwithstanding anything to the contrary in the Agreement or this Exhibit C, following the Closing and issuance of Common Stock and/or OP Units to the ContributorNominees, the Contributor shall not be liable under this Exhibit C or the Agreement for monetary damages (or otherwise) for breach of any of its representations, warranties, covenants and obligations contained in this Exhibit C or the Agreement (other than the covenants and obligations set forth in Sections 2.5 and 2.6(e) thereof) Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by it pursuant thereto, other than it being understood and agreed by the parties that any such liability shall be the responsibility of the Nominees pursuant to and in accordance with the succeeding provisions terms of this Article 3the Representation, Warranty and Indemnity Agreement, which, except as provided in Sections 8.13 8.13, 8.14 and 8.14 8.15 of the Agreement, shall be the sole and exclusive remedy with respect thereto. In furtherance of the foregoing provision relating to exclusive remedy, each of the Operating Partnership and the Company hereby expressly waives any rights or claims it may have to pursue any remedy against the Contributor or any of its affiliates (it being understood that the Contributor is not affiliated with the Nominees) following the Closing and payment of cash and issuance of Common Stock and/or OP Units to the ContributorNominees, whether under statute or common law, including, without limitation, any rights arising under any Environmental Law, other than (i) as provided in this Article 3 or in Sections 8.13 8.13, 8.14 and 8.14 of the Agreement, and (ii) with respect to the covenants and obligations described in Sections 2.5 and 2.6(e) 8.15 of the Agreement. In no event shall the constituent members, partners, employees, officers, directors, managers, advisers, agents or representatives of the Contributor, Contributor or of any Entity the Partnership (other than the Contributor, Nominees) be liable for monetary damages (or otherwise) for any breach of any of the representations, warranties, covenants and obligations contained in this Exhibit C or the Agreement or in any Schedule, Exhibit, certificate or affidavit delivered by the Contributor or Entity the Partnership pursuant thereto.. The Total Consideration to be received by the Nominees set forth below, in exchange for the Partnership Interests, the Property Interests, the Contributed Assets, the Assumed Liabilities and the Assumed Agreements related to the Property described as “Soma Square,” shall be the number of shares of Common Stock and/or OP Units equal to the value of the Total Consideration set forth below (subject to any adjustments to such Total Consideration pursuant to the Agreement, including, without limitation,

Survival of Representations and Warranties; Remedy for Breach. (a) Subject to the limitation period set forth in Section 3.7 3.5 of this Exhibit C, all representations and warranties contained in this Exhibit C (as qualified by the Disclosure Schedule) or in any Schedule, Exhibit, certificate or affidavit delivered pursuant to the Agreement shall survive the Closing. (b) Notwithstanding anything to the contrary in the Agreement or this Exhibit C, following the Closing and issuance of OP Units to the Contributor, the Contributor shall not be liable under this Exhibit C or the Agreement for monetary damages (or otherwise) for breach of any of its representations, warranties, covenants and obligations contained in this Exhibit C or the Agreement (other than the covenants and obligations set forth in Sections 2.5 and 2.6(e) thereof) or in any Schedule, Exhibit, certificate or affidavit delivered by it pursuant thereto, other than pursuant to the succeeding provisions of this Article 3, which, except as provided in Sections 8.13 and 8.14 of the Agreement, which shall be the sole and exclusive remedy with respect thereto. In furtherance of the foregoing provision relating to exclusive remedy, each of the Operating Partnership and the Company hereby expressly waives any rights or claims it may have to pursue any remedy against the Contributor or any of its affiliates following the Closing and payment of cash and issuance of OP Units to the Contributor, whether under statute or common law, including, without limitation, any rights arising under any Environmental Lawenvironmental law, other than (i) as provided in this Article 3 or in Sections 8.13 and 8.14 of the Agreement, and (ii) with respect to the covenants and obligations described in Sections 2.5 and 2.6(e) of the Agreement3. In no event shall the constituent members, partners, employees, officers, directors, managers, advisers, agents or representatives of the Contributor, or of any Entity Contributed Company other than the Contributor, be liable for monetary damages (or otherwise) for any breach of any of the representations, warranties, covenants and obligations contained in this Exhibit C or the Agreement or in any Schedule, Exhibit, certificate or affidavit delivered by the Contributor or Entity Contributed Company pursuant thereto.

Survival of Representations and Warranties; Remedy for Breach. (a) Subject to the limitation period set forth in Section 3.7 of this Exhibit C, all representations and warranties contained in this Exhibit C (as qualified by the Disclosure Schedule) or in any Schedule, Exhibit, certificate or affidavit delivered pursuant to the Agreement shall survive the Closing. (b) Notwithstanding anything to the contrary in the Agreement or this Exhibit C, following the Closing and payment of cash and issuance of OP Units and/or Series A Preferred OP Units to the Contributor, the Contributor shall not be liable under this Exhibit C or the Agreement for monetary damages (or otherwise) for breach of any of its representations, warranties, covenants and obligations contained in this Exhibit C or the Agreement (other than the covenants and obligations set forth in Sections 2.5 and 2.6(e) thereof) or in any Schedule, Exhibit, certificate or affidavit delivered by it pursuant thereto, other than pursuant to the succeeding provisions of this Article 3, which, except as provided in Sections 8.13 8.13, 8.14 and 8.14 8.15 of the Agreement, shall be the sole and exclusive remedy with respect thereto. In furtherance of the foregoing provision relating to exclusive remedy, each of the Operating Partnership and the Company hereby expressly waives any rights or claims it may have to pursue any remedy against the Contributor or any of its affiliates (including the Nominees) following the Closing and payment of cash and issuance of OP Units and/or Series A Preferred OP Units to the Contributor, whether under statute or common law, including, without limitation, any rights arising under any Environmental Law, other than (i) as provided in this Article 3 or in Sections 8.13 8.13, 8.14 and 8.14 8.15 of the Agreement, and (ii) with respect to the covenants and obligations described in Sections 2.5 and 2.6(e) of the Agreement. In no event shall the constituent members, partners, employees, officers, directors, managers, advisers, agents or representatives of the Contributor, or of any Entity other than the Contributor, be liable for monetary damages (or otherwise) for any breach of any of the representations, warranties, covenants and obligations contained in this Exhibit C or the Agreement or in any Schedule, Exhibit, certificate or affidavit delivered by the Contributor or Entity pursuant thereto.

Survival of Representations and Warranties; Remedy for Breach. (a) Subject to the limitation period set forth in Section 3.7 of this Exhibit CAgreement, all representations and warranties contained in this Exhibit C herein (as qualified by the Disclosure ScheduleSchedule to the Contribution Agreement) or in any Schedule, Exhibit, certificate or affidavit delivered by a Nominee pursuant to the Agreement hereto shall survive the Closing. (b) Notwithstanding anything to the contrary in the Contribution Agreement or this Exhibit CAgreement, following the Closing and issuance of OP Units and/or Series A Preferred OP Units to the Contributorapplicable Nominees, the Contributor no Nominee shall not be liable under this Exhibit C or the Agreement for monetary damages (or otherwise) for breach of any of its representations, warranties, covenants and obligations contained in this Exhibit C or the Agreement (other than the covenants and obligations set forth in Sections 2.5 and 2.6(e) thereof) Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by it such Nominee pursuant theretohereto, other than pursuant to the succeeding provisions of this Article 3, which, except as provided in Sections 8.13 6.13, 6.14 and 8.14 6.15 of the this Agreement, shall be the sole and exclusive remedy with respect thereto. In furtherance of the foregoing provision relating to exclusive remedy, each of the Operating Partnership and the Company hereby expressly waives any rights or claims it may have to pursue any remedy against the Contributor Nominees or any of its their affiliates following the Closing and payment of cash and issuance of OP Units and/or Series A Preferred OP Units to the ContributorNominees, whether under statute or common law, including, without limitation, any rights arising under any Environmental Law, other than (i) as provided in this Article 3 or in Sections 8.13 6.13, 6.14 and 8.14 6.15 of the Agreement, and (ii) with respect to the covenants and obligations described in Sections 2.5 and 2.6(e) of the this Agreement. In no event shall the constituent members, partners, employees, officers, directors, managers, advisers, agents or representatives of the Contributor, or of any Entity other than the Contributor, Nominee be liable for monetary damages (or otherwise) for any breach of any of the representations, warranties, covenants and obligations contained in this Exhibit C or the Agreement or in any Schedule, Exhibit, certificate or affidavit delivered by the Contributor or Entity a Nominee pursuant theretohereto.

Survival of Representations and Warranties; Remedy for Breach. (a) Subject to the limitation period set forth in Section 3.7 of this Exhibit C, all representations and warranties contained in this Exhibit C (as qualified by the Disclosure Schedule) or in any Schedule, Exhibit, certificate or affidavit delivered pursuant to the Agreement shall survive the Closing. (b) Notwithstanding anything to the contrary in the Agreement or this Exhibit C, following the Closing and issuance of Common Stock and/or OP Units to the ContributorNominees, the no Contributor shall not be liable under this Exhibit C or the Agreement for monetary damages (or otherwise) for breach of any of its representations, warranties, covenants and obligations contained in this Exhibit C or the Agreement (other than the covenants and obligations set forth in Sections 2.5 and 2.6(e) thereof) or in any Schedule, Exhibit, certificate or affidavit delivered by it pursuant thereto, other than it being understood and agreed by the parties that any such liability shall be the responsibility of the Nominees pursuant to and in accordance with the succeeding provisions terms of this Article 3the Representation, Warranty and Indemnity Agreement, which, except as provided in Sections 8.13 8.13, 8.14 and 8.14 8.15 of the Agreement, shall be the sole and exclusive remedy with respect thereto. In furtherance of the foregoing provision relating to exclusive remedy, each of the Operating Partnership and the Company hereby expressly waives any rights or claims it may have to pursue any remedy against the Contributor Contributors or any of its their affiliates (other than the Nominees) following the Closing and payment of cash and issuance of Common Stock and/or OP Units to the ContributorNominees, whether under statute or common law, including, without limitation, any rights arising under any Environmental Law, other than (i) as provided in this Article 3 or in Sections 8.13 8.13, 8.14 and 8.14 of the Agreement, and (ii) with respect to the covenants and obligations described in Sections 2.5 and 2.6(e) 8.15 of the Agreement. In no event shall the constituent members, partners, employees, officers, directors, managers, advisers, agents or representatives of any Contributor (other than the ContributorNominees), or of any Entity other than the ContributorContributors, be liable for monetary damages (or otherwise) for any breach of any of the representations, warranties, covenants and obligations contained in this Exhibit C or the Agreement or in any Schedule, Exhibit, certificate or affidavit delivered by the such Contributor or Entity pursuant thereto. The Total Consideration to be received by the Nominees of SGS set forth below, in exchange for the Partnership Interests, the Property Interests, the Contributed Assets, the Assumed Liabilities and the Assumed Agreements related to the Property described as “Sunset Gxxxx Studios,” including the Technicolor Building and 6000 Xxxxxx Xxxxxxxxx, shall be the number of shares of Common Stock and/or OP Units determined by reference to the formulas set forth below (subject to any adjustments to such Total Consideration pursuant to the Agreement, including, without limitation, Sections 1.8 and 2.6(e)). Ratable adjustments will be made to such formulas in the event of any split, reverse split or other similar adjustment to the Common Stock and OP Units prior to or in connection with the Closing. Farallon Capital Partners, L.P. [332,713 – (0.25 * (1,945,231 * ($20 – Initial Public Offering Price)) / Initial Public Offering Price), but not less than 0 shares [998,139 – (0.75 * (1,945,231 * ($20 – Initial Public Offering Price)) / Initial Public Offering Price)], but not less than 0 OP Units Farallon Capital Institutional Partners, L.P. [1,750,708 + (1,750,708 * ($20 – Initial Public Offering Price)) / Initial Public Offering Price)], but not more than 2,948,475 shares. Farallon Capital Institutional Partners III, L.P. [194,523 + (194,523 * ($20 – Initial Public Offering Price)) / Initial Public Offering Price)], but not more than 327,608 shares. The Total Consideration to be received by the Nominees of SGS set forth below, in exchange for the Partnership Interests, the Property Interests, the Contributed Assets, the Assumed Liabilities and the Assumed Agreements related to the Property described as “Sunset Bxxxxxx Studios,” including the Main Lot, the KTLA Building, Lot A and Lot D, shall be the number of shares of Common Stock and/or OP Units determined by reference to the formulas set forth below (subject to any adjustments to such Total Consideration pursuant to the Agreement, including, without limitation, Sections 1.8 and 2.6(e)). Ratable adjustments will be made to such formulas in the event of any split, reverse split or other similar adjustment to the Common Stock and OP Units prior to or in connection with the Closing. Farallon Capital Partners, L.P. [227,896 – (0.25 * (1,332,412 * ($20 – Initial Public Offering Price)) / Initial Public Offering Price), but not less than 0 shares [683,689 – (0.75 * (1,332,412 * ($20 – Initial Public Offering Price)) / Initial Public Offering Price)], but not less than 0 OP Units Farallon Capital Institutional Partners, L.P. [1,199,171 + (1,199,171 * ($20 – Initial Public Offering Price)) / Initial Public Offering Price)], but not more than 2,019,597 shares. Farallon Capital Institutional Partners III, L.P. [133,241 + (133,241 * ($20 – Initial Public Offering Price)) / Initial Public Offering Price)], but not more than 224,400 shares. The Total Consideration to be received by the Nominees of HFOP set forth below, in exchange for the Partnership Interests, the Property Interests, the Contributed Assets, the Assumed Liabilities and the Assumed Agreements related to the Property described as “City Plaza,” shall be the number of shares of Common Stock and/or OP Units determined by reference to the formulas set forth below (subject to any adjustments to such Total Consideration pursuant to the Agreement, including, without limitation, Sections 1.8 and 2.6(e)). Ratable adjustments will be made to such formulas in the event of any split, reverse split or other similar adjustment to the Common Stock and OP Units prior to or in connection with the Closing. Farallon Capital Partners, L.P. [227,903 – (0.25 * (1,106,796 * ($20 – Initial Public Offering Price)) / Initial Public Offering Price), but not less than 0 shares [683,708 – (0.75 * (1,106,796 * ($20 – Initial Public Offering Price)) / Initial Public Offering Price)], but not less than 0 OP Units Farallon Capital Institutional Partners, L.P. [1,018,252 + (1,018,252 * ($20 – Initial Public Offering Price)) / Initial Public Offering Price)], but not more than 1,856,934 shares. Farallon Capital Institutional Partners III, L.P. [88,544 + (88,544 * ($20 – Initial Public Offering Price)) / Initial Public Offering Price)], but not more than 161,473 shares. The Total Consideration to be received by the Nominees of Soma Square set forth below, in exchange for the Partnership Interests, the Property Interests, the Contributed Assets, the Assumed Liabilities and the Assumed Agreements related to the Property described as “Soma Square,” shall be the number of shares of Common Stock and/or OP Units equal to the value of the Total Consideration set forth below (subject to any adjustments to such Total Consideration pursuant to the Agreement, including, without limitation, Sections 1.8 and 2.6(e)), in each case divided by the initial public offering price of the Common Stock: Farallon Capital Partners, L.P. $ 621,092 $ 1,863,277 Farallon Capital Institutional Partners, L.P. $ 4,900,017 Farallon Capital Institutional Partners III, L.P. $ 1,075,614 Total $ 6,596,723 $ 1,863,277 No fractional shares of Common Stock or fractional OP Units shall be issued in connection with the Formation Transactions. All fractional shares of Common Stock or fractional OP Units that a holder of Common Stock or OP Units would otherwise be entitled to receive as a result of the Formation Transactions shall be rounded up to the nearest whole number of shares of Common Stock or whole number of OP Units, respectively. THE CALCULATION OF THE TOTAL CONSIDERATION DELIVERABLE AT CLOSING PURSUANT TO THIS EXHIBIT D SHALL BE PERFORMED IN GOOD FAITH BY THE OPERATING PARTNERSHIP AND IN ACCORDANCE WITH THE CONTRIBUTION AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, EACH CONTRIBUTOR, ON BEHALF OF ITSELF AND ITS NOMINEES, AGREES THAT THE CALCULATION OF TOTAL CONSIDERATION DELIVERABLE AT CLOSING SHALL BE FINAL AND BINDING UPON SUCH CONTRIBUTOR AND ITS NOMINEES, ABSENT MANIFEST ERROR. EACH CONTRIBUTOR SHALL NOTIFY THE OPERATING PARTNERSHIP IN WRITING OF ANY ALLEGED MANIFEST ERROR WITHIN 48 HOURS OF RECEIPT OF THE OPERATING PARTNERSHIP’S CALCULATION OF THE TOTAL CONSIDERATION DELIVERABLE AT CLOSING. EACH CONTRIBUTOR, ON BEHALF OF ITSELF AND ITS NOMINEES, HEREBY IRREVOCABLY WAIVES ANY AND ALL CLAIMS RELATING TO THE CALCULATION OF THE TOTAL CONSIDERATION DELIVERABLE AT CLOSING, OTHER THAN AS SPECIFIED IN SUCH NOTICE SETTING FORTH THE ALLEGED MANIFEST ERROR. THIS PLEDGE AGREEMENT (this “Agreement”), dated as of [ ], 2010, is entered into by and between Hxxxxx Pacific Properties, L.P., a Maryland limited partnership (the “Operating Partnership” or the “Pledgee”), and [ ] (the “Pledgor”). Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Nominee Agreement (as defined below).

Survival of Representations and Warranties; Remedy for Breach. (a) Subject to the limitation period set forth in Section 3.7 of this Exhibit C, all representations and warranties contained in this Exhibit C (as qualified by the Disclosure Schedule) or in any Schedule, Exhibit, Schedule or certificate or affidavit delivered pursuant to the Agreement hereto shall survive the Closing, including with respect to the representations and warranties contained in this Exhibit C made by the Contributor pursuant to the Option Agreement, if applicable. (b) Notwithstanding anything to the contrary in the Agreement or this Exhibit C, following the Closing and issuance of OP Partnership Units to the Contributor, the Contributor shall not be liable under this Exhibit C or the Agreement for monetary damages (or otherwise) for breach of any of its representations, warranties, covenants and obligations contained in this Exhibit C or the Agreement (other than the covenants and obligations set forth in Sections 2.5 and 2.6(e) thereof) Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by it pursuant theretothereto or with respect to the Option Agreement or the Acquisition Agreement (as defined in the Option Agreement), other than pursuant to the succeeding provisions of this Article 3, which, except as provided in Sections 8.13 1.11 and 8.14 7.13 of the Agreement, shall be the sole and exclusive remedy with respect thereto. In furtherance of the foregoing provision relating to exclusive remedy, each of the Operating Partnership and the Company hereby expressly waives any rights or claims it may have to pursue any other remedy following the Closing and issuance of Partnership Units to the Contributor, except as provided in Section 1.11 and 7.13 of the Agreement, whether under statute or common law against the Contributor or any of its affiliates following the Closing and payment of cash and issuance of OP Units to the Contributor, whether under statute or common law, including, without limitation, any rights arising under any Environmental Law, other than (i) as provided in this Article 3 or in Sections 8.13 and 8.14 of the Agreement, and (ii) with respect to the covenants and obligations described in Sections 2.5 and 2.6(e) of the Agreement. In no event shall the constituent members, partners, employees, officers, directors, managers, advisers, agents or representatives directors of the Contributor, or of any Entity other than the Contributor, be liable for monetary damages (or otherwise) for any breach of any of the representations, warranties, covenants and obligations contained in this Exhibit C or the Agreement or in any Schedule, Exhibit, certificate or affidavit delivered by it pursuant thereto or the Contributor or Entity pursuant theretoOption Agreement.

Survival of Representations and Warranties; Remedy for Breach. (a) Subject to the limitation period set forth in Section 3.7 of this Exhibit CAgreement, all representations and warranties contained in this Exhibit C herein (as qualified by the Disclosure ScheduleSchedule to the Contribution Agreement) or in any Schedule, Exhibit, certificate or affidavit delivered by a Nominee pursuant to the Agreement hereto shall survive the Closing. (b) Notwithstanding anything to the contrary in the Contribution Agreement or this Exhibit CAgreement, following the Closing and issuance of Common Stock and/or OP Units to the ContributorNominees, the Contributor no Nominee shall not be liable under this Exhibit C Agreement (or the Agreement Contribution Agreement) for monetary damages (or otherwise) for (i) the breach of any of its representations, warranties, covenants and obligations contained in this Exhibit C or the Agreement (other than the covenants and obligations set forth in Sections 2.5 and 2.6(eArticle 2 hereof), or in any Exhibit, certificate or affidavit delivered by such Nominee pursuant hereto, (ii) thereof) any Related Contributor’s breach of any representation, warranty, covenant or obligation of such Related Contributor contained in the Contribution Agreement or in any Schedule, Exhibit, certificate or affidavit attached thereto or delivered by it such Related Contributor pursuant thereto, or (iii) the breach by the Xxxxxx Contributors or TMG of the representations and warranties contained in the Xxxxxx Contribution Agreement and the TMG Contribution Agreement, respectively, as described in Section 3.2(a) below, in each case other than pursuant to the succeeding provisions of this Article 3, which, except as provided in Sections 8.13 6.13, 6.14 and 8.14 6.15 of the this Agreement, shall be the sole and exclusive remedy with respect theretoto such Nominee’s liability in connection therewith. In furtherance of the foregoing provision relating to exclusive remedyremedy with respect to such Nominee, each of the Operating Partnership and the Company hereby expressly waives any rights or claims it may have to pursue any remedy against the Contributor Nominees or any of its their affiliates following the Closing and payment of cash and issuance of Common Stock and/or OP Units to the ContributorNominees, whether under statute or common law, including, without limitation, any rights arising under any Environmental Law, other than (i) as provided in this Article 3 or in Sections 8.13 6.13, 6.14 and 8.14 6.15 of the this Agreement, and (ii) with respect to the covenants and obligations described in Sections 2.5 and 2.6(e) of the AgreementArticle 2. In no event shall the constituent members, partners, employees, officers, directors, managers, advisers, agents or representatives of any Contributor (other than the ContributorNominees, to the extent set forth herein), of any Nominee or of any Entity other than the ContributorNominees, be liable for monetary damages (or otherwise) for any breach of any of the representations, warranties, covenants and obligations contained in the Contribution Agreement, the TMG Contribution Agreement, the Xxxxxx Contribution Agreement or this Exhibit C or the Agreement Agreement, or in any Schedule, Exhibit, certificate or affidavit attached hereto or thereto or delivered by the Contributor such Contributor, TMG, Xxxxxx, such Nominee or such Entity pursuant hereto or thereto.

Survival of Representations and Warranties; Remedy for Breach. (a) Subject to the limitation period set forth in Section 3.7 3.5 of this Exhibit C, all representations and warranties contained in this Exhibit C (as qualified by the Disclosure Schedule) or in any Schedule, Exhibit, Schedule or certificate or affidavit delivered pursuant to the Agreement hereto shall survive the Closing. (b) Notwithstanding anything to the contrary in the Agreement or this Exhibit C, following the Closing and issuance of OP Units to the Contributor, the Contributor shall not be liable under this Exhibit C or the Agreement for monetary damages (or otherwise) for breach of any of its representations, warranties, covenants and obligations contained in this Exhibit C or the Agreement (other than the covenants and obligations set forth in Sections 2.5 and 2.6(e) thereof) Agreement, or in any Schedule, Exhibit, certificate or affidavit affidavit, or in any other document delivered by it pursuant theretothereby, other than pursuant to the succeeding provisions of this Article 3, which, except as provided in Sections 8.13 and 8.14 of the Agreement, which shall be the sole and exclusive remedy with respect thereto. In furtherance of the foregoing provision relating to exclusive remedy, each of the Operating Partnership and the Company hereby expressly waives any rights or claims it may have to pursue any remedy other remedy, whether under statute or common law against the Contributor or any of its affiliates following the Closing and payment of cash and issuance of OP Units to the Contributor, whether under statute or common law, including, without limitation, any rights arising under any Environmental Law, other than (i) as provided in this Article 3 or in Sections 8.13 and 8.14 of the Agreement, and (ii) with respect to the covenants and obligations described in Sections 2.5 and 2.6(e) of the Agreementaffiliates. In no event shall the constituent members, partners, employees, officers, directors, managers, advisers, agents or representatives directors of the Contributor, or of any Entity other than the Contributor, be liable for monetary damages (or otherwise) for any breach of any of the representations, warranties, covenants and obligations contained in this Exhibit C or of the Agreement or in any Schedule, Exhibit, certificate or affidavit affidavit, or in any other document delivered by the Contributor or Entity pursuant theretothereby.

Survival of Representations and Warranties; Remedy for Breach. (a) Subject to the limitation period set forth in Section 3.7 of this Exhibit C, all representations and warranties contained in this Exhibit C (as qualified by the Disclosure Schedule) or in any Schedule, Exhibit, certificate or affidavit delivered pursuant to the Agreement shall survive the Closing. (b) Notwithstanding anything to the contrary in the Agreement or this Exhibit C, following the Closing and issuance of Common Stock and/or OP Units to the ContributorNominees, the Contributor shall not be liable under this Exhibit C or the Agreement for monetary damages (or otherwise) for breach of any of its representations, warranties, covenants and obligations contained in this Exhibit C or the Agreement (other than the covenants and obligations set forth in Sections 2.5 and 2.6(e) thereof) Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by it pursuant thereto, other than it being understood and agreed by the parties that any such liability shall be the responsibility of the Nominees pursuant to and in accordance with the succeeding provisions terms of this Article 3the Representation, Warranty and Indemnity Agreement, which, except as provided in Sections 8.13 8.13, 8.14 and 8.14 8.15 of the Agreement, shall be the sole and exclusive remedy with respect thereto. In furtherance of the foregoing provision relating to exclusive remedy, each of the Operating Partnership and the Company hereby expressly waives any rights or claims it may have to pursue any remedy against the Contributor or any of its affiliates (it being understood that the Contributor is not affiliated with the Nominees) following the Closing and payment of cash and issuance of Common Stock and/or OP Units to the ContributorNominees, whether under statute or common law, including, without limitation, any rights arising under any Environmental Law, other than (i) as provided in this Article 3 or in Sections 8.13 8.13, 8.14 and 8.14 of the Agreement, and (ii) with respect to the covenants and obligations described in Sections 2.5 and 2.6(e) 8.15 of the Agreement. In no event shall the constituent members, partners, employees, officers, directors, managers, advisers, agents or representatives of the Contributor, Contributor or of any Entity the Partnership (other than the Contributor, Nominees) be liable for monetary damages (or otherwise) for any breach of any of the representations, warranties, covenants and obligations contained in this Exhibit C or the Agreement or in any Schedule, Exhibit, certificate or affidavit delivered by the Contributor or Entity the Partnership pursuant thereto. Exhibit C-11 EXHIBIT D TO CONTRIBUTION AGREEMENT TOTAL CONSIDERATION The Total Consideration to be received by the Nominees set forth below, in exchange for the Partnership Interests, the Property Interests, the Contributed Assets, the Assumed Liabilities and the Assumed Agreements related to the Property described as “Soma Square,” shall be the number of shares of Common Stock and/or OP Units equal to the value of the Total Consideration set forth below (subject to any adjustments to such Total Consideration pursuant to the Agreement, including, without limitation, Section 2.6(e)), in each case divided by the initial public offering price of the Common Stock: VALUE OF SHARES OF COMMON STOCK VALUE OF OP UNITS FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P. $312,767 FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P. $68,656 FARALLON CAPITAL PARTNERS, L.P. $39,644 $118,933 Total $421,067 $118,933 No fractional shares of Common Stock or fractional OP Units shall be issued in connection with the Formation Transactions. All fractional shares of Common Stock or fractional OP Units that a holder of Common Stock or OP Units would otherwise be entitled to receive as a result of the Formation Transactions shall be rounded up to the nearest whole number of shares of Common Stock or whole number of OP Units, respectively. THE CALCULATION OF THE TOTAL CONSIDERATION DELIVERABLE AT CLOSING PURSUANT TO THIS EXHIBIT D SHALL BE PERFORMED IN GOOD FAITH BY THE OPERATING PARTNERSHIP AND IN ACCORDANCE WITH THE CONTRIBUTION AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, THE CONTRIBUTOR, ON BEHALF OF ITSELF AND ITS NOMINEES, AGREES THAT THE CALCULATION OF TOTAL CONSIDERATION DELIVERABLE AT CLOSING SHALL BE FINAL AND BINDING UPON THE CONTRIBUTOR AND ITS NOMINEES, ABSENT MANIFEST ERROR. THE CONTRIBUTOR SHALL NOTIFY THE OPERATING PARTNERSHIP IN WRITING OF ANY ALLEGED MANIFEST ERROR WITHIN 48 HOURS OF RECEIPT OF THE OPERATING PARTNERSHIP’S CALCULATION OF THE TOTAL CONSIDERATION DELIVERABLE AT CLOSING. THE CONTRIBUTOR, ON BEHALF OF ITSELF AND ITS NOMINEES, HEREBY IRREVOCABLY WAIVES ANY AND ALL CLAIMS RELATING TO THE CALCULATION OF THE TOTAL CONSIDERATION DELIVERABLE AT CLOSING, OTHER THAN AS SPECIFIED IN SUCH NOTICE SETTING FORTH THE ALLEGED MANIFEST ERROR. Exhibit D-1 EXHIBIT E TO CONTRIBUTION AGREEMENT FORM OF TENANT ESTOPPEL CERTIFICATE EXHIBIT F TO CONTRIBUTION AGREEMENT FORM OF REGISTRATION RIGHTS AGREEMENT EXHIBIT G TO CONTRIBUTION AGREEMENT FORM OF LOCK-UP AGREEMENT EXHIBIT H TO CONTRIBUTION AGREEMENT FORM OF PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (this “Agreement”), dated as of [ ], 2010, is entered into by and between Xxxxxx Pacific Properties, L.P., a Maryland limited partnership (the “Operating Partnership” or the “Pledgee”), and [ ] (the “Pledgor”). Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Nominee Agreement (as defined below).

Survival of Representations and Warranties; Remedy for Breach. (a) Subject to the limitation period set forth in Section 3.7 3.6 of this Exhibit C, all representations and warranties contained in this Exhibit C (as qualified by the Disclosure Schedule) or in any Schedule, Exhibit, certificate or affidavit delivered pursuant to the Agreement shall survive the Closing. (b) Notwithstanding anything to the contrary in the Agreement or this Exhibit C, following the Closing and issuance of OP Units to the ContributorContributors, the no Contributor shall not be liable under this Exhibit C or the Agreement for monetary damages (or otherwise) for breach of any of its representations, warranties, covenants and obligations contained in this Exhibit C or the Agreement (other than the covenants and obligations set forth in Sections Section 2.5 and 2.6(e) thereof) or in any Schedule, Exhibit, certificate or affidavit delivered by it pursuant thereto, other than pursuant to the succeeding provisions of this Article 3, which, except as provided in Sections 8.13 and 8.14 Section 6.11 of the Agreement, shall be the sole and exclusive remedy with respect thereto. In furtherance of the foregoing provision relating to exclusive remedy, each of the Operating Partnership and the Company hereby expressly waives any rights or claims it may have to pursue any remedy against the Contributor Contributors or any of its their affiliates following the Closing and payment of cash and issuance of OP Units to the ContributorContributors, whether under statute or common law, including, without limitation, any rights arising under any Environmental Law, other than (i) as provided in this Article 3 or in Sections 8.13 and 8.14 Section 6.11 of the Agreement, and (ii) with respect to the covenants and obligations described in Sections Section 2.5 and 2.6(e) of the Agreement. In no event shall the constituent members, partners, employees, officers, directors, managers, advisers, agents or representatives of the any Contributor, or of any Entity other than the ContributorEntity, be liable for monetary damages (or otherwise) for any breach of any of the representations, warranties, covenants and obligations contained in this Exhibit C or the Agreement or in any Schedule, Exhibit, certificate or affidavit delivered by the Contributor Contributors or any Entity pursuant thereto.

Survival of Representations and Warranties; Remedy for Breach. (a) Subject to the limitation period set forth in Section 3.7 of this Exhibit C, all representations and warranties contained in this Exhibit C (as qualified by the Disclosure Schedule) or in any Schedule, Exhibit, certificate or affidavit delivered pursuant to the Agreement shall survive the Closing. (b) Notwithstanding anything to the contrary in the Agreement or this Exhibit C, following the Closing and issuance of OP Units to the Contributor, the Contributor shall not be liable under this Exhibit C or the Agreement for monetary damages (or otherwise) for breach of any of its representations, warranties, covenants and obligations contained in this Exhibit C or the Agreement (other than the covenants and obligations set forth in Sections 2.5 and 2.6(e) thereof) or in any Schedule, Exhibit, certificate or affidavit delivered by it pursuant thereto, other than pursuant to the succeeding provisions of this Article 3, which, except as provided in Sections 8.13 and 8.14 of the Agreement, shall be the sole and exclusive remedy with respect thereto. In furtherance of the foregoing provision relating to exclusive remedy, each of the Operating Partnership and the Company hereby expressly waives any rights or claims it may have to pursue any remedy against the Contributor or any of its affiliates following the Closing and payment of cash and issuance of OP Units to the Contributor, whether under statute or common law, including, without limitation, any rights arising under any Environmental Law, other than (i) as provided in this Article 3 or in Sections 8.13 7.13 and 8.14 7.14 of the Agreement, and (ii) with respect to the covenants and obligations described in Sections Section 2.5 and 2.6(e) of the Agreement. In no event shall the constituent members, partners, employees, officers, directors, managers, advisers, agents or representatives of the Contributor, or of any Entity other than the Contributor, Contributor be liable for monetary damages (or otherwise) for any breach of any of the representations, warranties, covenants and obligations contained in this Exhibit C or the Agreement or in any Schedule, Exhibit, certificate or affidavit delivered by the Contributor or Entity pursuant thereto.

Survival of Representations and Warranties; Remedy for Breach. (a) Subject to the limitation period set forth in Section 3.7 of this Exhibit C, all representations and warranties contained in this Exhibit C (as qualified by the Disclosure Schedule) or in any Schedule, Exhibit, certificate or affidavit delivered pursuant to the Agreement shall survive the Closing. (b) Notwithstanding anything to the contrary in the Agreement or this Exhibit C, following the Closing and issuance of OP Units to the ContributorContributors, the neither Contributor shall not be liable under this Exhibit C or the Agreement for monetary damages (or otherwise) for breach of any of its representations, warranties, covenants and obligations contained in this Exhibit C or the Agreement (other than the covenants and obligations set forth in Sections 2.5 and 2.6(e) thereof) or in any Schedule, Exhibit, certificate or affidavit delivered by it pursuant thereto, other than pursuant to the succeeding provisions of this Article 3, which, except as provided in Sections 8.13 8.13, 8.14 and 8.14 8.15 of the Agreement, shall be the sole and exclusive remedy with respect thereto. In furtherance of the foregoing provision relating to exclusive remedy, each of the Operating Partnership and the Company hereby expressly waives any rights or claims it may have to pursue any remedy against the Contributor Contributors or any of its their affiliates following the Closing and payment of cash and issuance of OP Units to the ContributorContributors, whether under statute or common law, including, without limitation, any rights arising under any Environmental Law, other than (i) as provided in this Article 3 or in Sections 8.13 8.13, 8.14 and 8.14 8.15 of the Agreement, and (ii) with respect to the covenants and obligations described in Sections 2.5 and 2.6(e) of the Agreement. In no event shall the constituent members, partners, employees, officers, directors, managers, advisers, agents or representatives of the either Contributor, or of any Entity other than the ContributorEntity, be liable for monetary damages (or otherwise) for any breach of any of the representations, warranties, covenants and obligations contained in this Exhibit C or the Agreement or in any Schedule, Exhibit, certificate or affidavit delivered by the Contributor Contributors or any Entity pursuant thereto.