REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT

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Exhibit 10.14

REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT

        This REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT is made and entered into as of June 15, 2006 (this " Agreement ") and is effective as of the Closing Date (as defined below), by and among Douglas Emmett, Inc., a Maryland corporation (the " REIT "), and Douglas Emmett Properties, LP, a Delaware limited partnership and subsidiary of the REIT (the " Operating Partnership ", and collectively with the REIT, the " Consolidated Entities ") on the one hand, and the individuals listed on the signature page hereto on the other hand (such individuals collectively, the " Principals ").

RECITALS

        WHEREAS, through a series of merger agreements and contribution agreements dated as of even date herewith between (i) certain institutional funds (the " DERA Funds ") for which Douglas Emmett Realty Advisors, a California corporation (" DERA "), acts as the general partner, (ii) certain single asset entities managed by Affiliates of DERA (the " Single Asset Entities ") and (iii) DERA, Douglas, Emmett and Company, a California corporation, and P.L.E. Builders, Inc., a California corporation (collectively, the " Management Companies " and, together with the DERA Funds and the Single Assets Entities, the " Douglas Emmett Entities ") (the acquisitions of the Douglas Emmett Entities are hereinafter referred to as the " Formation Transactions "; the " Pre-Formation Participants " are the holders of the equity interests in all of the Douglas Emmett Entities immediately prior to the Formation Transactions; and the " Formation Transaction Documentation " is all of the merger and contribution agreements under which all of the equity interests in the Douglas Emmett Entities held by the Pre-Formation Participants are to be acquired as part of the Formation Transactions), the Operating Partnership is acquiring, directly and through subsidiaries, the ownership of a portfolio of office, residential and other properties and certain operating assets currently owned, directly or indirectly, by the Douglas Emmett Entities. The Formation Transactions relate to the proposed initial public offering (the " IPO ") of the common stock, par value $.01 per share, of the REIT (the " REIT Shares ");

        WHEREAS, pursuant to the Formation Transaction Documentation, the Consolidated Entities will be paying a combination of cash, without interest, units of limited partnership in the Operating Partnership (" OP Units "), REIT Shares, or any combination of the foregoing to the Pre-Formation Participants for their equity interests in the Douglas Emmett Entities;

        WHEREAS, the Principals are the sole stockholders of the Management Companies and directly or indirectly own interests in certain of the other Douglas Emmett Entities;

        WHEREAS, in order to induce the Consolidated Entities to enter into the Formation Transaction Documentation, the Principals have agreed to provide certain representations, warranties and indemnities as set forth herein; and

        WHEREAS, the Principals have agreed to deposit REIT Shares and/or OP Units with an aggregate value on the Closing Date equal to $20.0 million (collectively, the " Indemnity Holdback Amount ") into an " Indemnity Holdback Escrow " pursuant to the " Escrow Agreement " attached as Exhibit A hereto with the " Escrow Agent " (as defined therein) in order to provide the exclusive remedy for any breaches of this Agreement. Each OP Unit and REIT Share so deposited shall be valued at the initial public offering price of a REIT Share in the IPO (the " IPO Price ").

        NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and other terms contained in this Agreement, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I

REPRESENTATION AND WARRANTIES

        Except as disclosed in the Prospectus, each of the Principals hereby jointly and severally represents and warrants to the Consolidated Entities that as of the Closing Date:

        Section 1.01    ORGANIZATION; AUTHORITY.     

        (a)   Each of the Douglas Emmett Entities has been duly organized and is validly existing under the laws of its jurisdiction of organization and has all requisite power and authority to enter into each agreement or other document contemplated by the Formation Transaction Documentation and to carry out the transactions contemplated thereby, and to own, lease and/or operate each of its Fund Properties and to carry on its business as presently conducted. Each such Douglas Emmett Entity and each of its Subsidiaries, to the extent required under applicable Laws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its Fund Properties make such qualification necessary, other than such failures to be so qualified as would not, individually or in the aggregate, reasonably be expected have a Material Adverse Effect.

        (b)   The appropriate schedules attached to the Formation Transaction Documentation set forth as of the date hereof with respect to each Douglas Emmett Entity (i) each Subsidiary of such Douglas Emmett Entity, (ii) the ownership interest therein of such Douglas Emmett Entity, (iii) if not wholly owned by such Douglas Emmett Entity, the identity and ownership interest of each of the other owners of such Subsidiary, and (iv) each Fund Property owned or leased pursuant to a ground lease by such Douglas Emmett Entity or such Subsidiary. Each Subsidiary of each Douglas Emmett Entity has been duly organized and is validly existing under the laws of its jurisdiction of organization, and has all power and authority to own, lease and/or operate its Fund Properties and to carry on its business as presently conducted. Each Subsidiary of each Douglas Emmett Entity, to the extent required under applicable Laws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its Fund Properties make such qualification necessary, other than such failures to be so qualified as would not, individually or in the aggregate, reasonably be expected have a Material Adverse Effect.

        Section 1.02    DUE AUTHORIZATION.     The execution, delivery and performance by each Douglas Emmett Entity of each agreement or other document contemplated by the Formation Transaction Documentation to which it is a party have been duly and validly authorized by all necessary actions required of such Douglas Emmett Entity. Each agreement, document and instrument contemplated by the Formation Transaction Documentation and executed and delivered by or on behalf of each Douglas Emmett Entity constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of such Douglas Emmett Entity, each enforceable against such Douglas Emmett Entity in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity.

        Section 1.03    CAPITALIZATION.     The appropriate schedules attached to the Formation Transaction Documentation set forth as of the date hereof the ownership of each Douglas Emmett Entity. All of the issued and outstanding equity interests of such Douglas Emmett Entity are validly issued (other than the Profits Interests in respect of any Douglas Emmett Entity, if applicable, where the concept of valid issuance is not applicable) and, to the Principals' Knowledge, are not subject to preemptive rights.

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        Section 1.04    LICENSES AND PERMITS.     To the Principals' Knowledge, all notices, licenses, permits, certificates and authorizations required for the continued use, occupancy, management, leasing and operation of the Fund Properties have been obtained or can be obtained without material cost, are in full force and effect, are in good standing and (to the extent required in connection with the transactions contemplated by the Formation Transaction Documentation) are assignable to the Operating Partnership, except in each case for items that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the Principals' Knowledge, no Douglas Emmett Entity or any of their Subsidiaries nor any third party has taken any action that (or failed to take any action the omission of which) would result in the revocation of any such notice, license, permit, certificate or authorization where such revocation or revocations would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, nor has any of them received any written notice of violation from any Governmental Authority or written notice of the intention of any entity to revoke any of them, that in each case has not been cured or otherwise resolved to the satisfaction of such Governmental Authority and that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

        Section 1.05    LITIGATION.     Except for actions, suits or proceedings covered by the policies of insurance described in Section 1.07(a), to the Principals' Knowledge, there is no action, suit or proceeding pending or threatened against any Douglas Emmett Entity or any of their Subsidiaries which, if adversely determined, would, individually or together with all such other actions, reasonably be expected to have a Material Adverse Effect. To the Principals' Knowledge, there is no action, suit or proceeding pending or, threatened against any Douglas Emmett Entity or any of their Subsidiaries which challenges or impairs the ability of the Douglas Emmett Entities to execute or deliver, or perform its obligations under any of the Formation Transaction Documentation or to consummate the transactions contemplated hereby and thereby.

        Section 1.06    COMPLIANCE WITH LAWS.     To the Principals' Knowledge, the Douglas Emmett Entities and the Subsidiaries have conducted their business in compliance with all applicable Laws, except for such failures that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the Principal's Knowledge, no Douglas Emmett Entity or any of the Subsidiaries nor any third party has been informed in writing of any continuing violation of any such Laws or that any investigation has been commenced and is continuing or is contemplated respecting any such possible violation, except in each case for violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

        Section 1.07    PROPERTIES.     

        (a)   Each applicable Douglas Emmett Entity or Subsidiary set forth on Schedule 1.07(a) is insured under a policy of title insurance as the owner of, and, to the Principals' Knowledge, the applicable Douglas Emmett Entity or Subsidiary is the owner of, the fee simple estate (or, in the case of certain Fund Properties, the leasehold estate) to the Douglas Emmett Entity's Fund Property identified on Schedule 1.07(a) as being owned by the applicable Douglas Emmett Entity or Subsidiary, in each case free and clear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Fund Property. Prior to the effective time of the mergers contemplated in the Formation Transaction Documentation, no Douglas Emmett Entity or Subsidiary shall take or omit to take any action to cause any Lien to attach to any Fund Property, except for Permitted Liens and Liens, if any, given to secure mortgage Indebtedness encumbering such Fund Property

        (b)   Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the Principals' Knowledge, (1) none of the Douglas Emmett Entities, any of their Subsidiaries, nor any other party to any agreement affecting any Fund Property (other than a Lease (as such term is hereinafter defined) for space within such

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Fund Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of any Douglas Emmett Entity or any of their Subsidiaries, except for Permitted Liens, and (3) all agreements affecting any Fund Property required for the continued use, occupancy, management, leasing and operation of such Fund Property (exclusive of space Leases) are valid and binding and in full force and effect.

        (c)   To the Principals' Knowledge, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Fund Properties are in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

        (d)   Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (1) to the Principals' Knowledge, no Douglas Emmett Entity or any of their Subsidiaries, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, (2) to the Principals' Knowledge, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Douglas Emmett Entities or any of their Subsidiaries, except for Permitted Liens, and (3) each of the leases (and all amendments thereto or modifications thereof) to which any Douglas Emmett Entity or any of their Subsidiaries is a party or by which any Douglas Emmett Entity or any of their Subsidiaries or any Fund Property is bound or subject (collectively, the " Leases ") is and will be valid and binding and in full force and effect.

        Section 1.08    INSURANCE.     The applicable Douglas Emmett Entity or Subsidiary has in place the public liability, casualty and other insurance coverage with respect to each Fund Property as the Principals reasonably deem necessary. Each of the insurance policies with respect to the Fund Properties is in full force and effect and all premiums due and payable thereunder have been fully paid when due. To the Principals' Knowledge, no Douglas Emmett Entity nor any Subsidiary has received from any insurance company any notices of cancellation or intent to cancel any insurance.

        Section 1.09    ENVIRONMENTAL MATTERS.     Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the Principals' Knowledge, (A) the Douglas Emmett Entities and their Subsidiaries are in compliance with all Environmental Laws (B) neither the Douglas Emmett Entities nor their Subsidiaries have received any written notice from any Governmental Authority or third party alleging that any Douglas Emmett Entity, any of their Subsidiaries or any Fund Property is not in compliance with applicable Environmental Laws, and (C) there has not been a release of a hazardous substance on any Fund Property that would require investigation or remediation under applicable Environmental Laws. The representations and warranties contained in this Section 1.06 constitute the sole and exclusive representations and warranties made by the Principals concerning environmental matters.

        Section 1.10    EMINENT DOMAIN.     There is no existing or, to the Principals' Knowledge, proposed or threatened condemnation, eminent domain or similar proceeding, or private purchase in lieu of such a proceeding which would affect any of the Fund Properties, except for such proceedings that would not have a Material Adverse Effect.

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        Section 1.11    FINANCIAL STATEMENTS.     The financial statements of the Douglas Emmett Entities included in the Prospectus have been prepared in all material respects in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), subject, in the case of unaudited statements, to normal year-end audit adjustments.

        Section 1.12    CONSENTS AND APPROVALS.     Except as shall have been satisfied on or prior to the Closing Date, no consent, waiver, approval or authorization of, or filing with, any Person or Governmental Authority or under any applicable Laws is required to be obtained by any Douglas Emmett Entity or Subsidiary in connection with the execution, delivery and performance of any of the agreements or documents contemplated by the Formation Transaction Documentation to which such Douglas Emmett Entity is a party and the transactions contemplated hereby and thereby, except for those consents, waivers, approvals, authorizations or filings, the failure of which to obtain or to file would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

        Section 1.13    NO VIOLATION.     None of the execution, delivery or performance by any Douglas Emmett Entity of any agreement or document contemplated by the Formation Transaction Documentation to which it is a party and the transactions contemplated hereby and thereby does or will, with or without the giving of notice, lapse of time, or both, violate, conflict with, result in a breach of, or constitute a default under or give to others any right of termination, acceleration, cancellation or other right under, (A) the organizational documents of any Douglas Emmett Entity or Subsidiary, (B) any agreement, document or instrument to which any Douglas Emmett Entity or Subsidiary or any of their respective assets or properties are bound or (C) any term or provision of any judgment, order, writ, injunction, or decree binding on any Douglas Emmett Entity or Subsidiary, except for, in the case of clause (B) or (C), any such breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

        Section 1.14    TAXES.     To the Principals' Knowledge, and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each Douglas Emmett Entity and Subsidiary has filed all Tax returns and reports required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Authority having authority to do so) and all such returns and reports are accurate and complete in all material respects, and has paid (or had paid on its behalf) all Taxes as required to be paid by it, and (ii) no deficiencies for any Taxes have been proposed, asserted or assessed against any Douglas Emmett Entity or Subsidiary, and no requests for waivers of the time to assess any such Taxes are pending.

        Section 1.15    NON-FOREIGN STATUS.     None of the Douglas Emmett Entities is a foreign person (as defined in the Code) and none is, therefore, subject to the provisions of the Code relating to the withholding of sales or exchange proceeds to foreign persons.

ARTICLE II

NATURE OF REPRESENTATIONS AND WARRANTIES

        Section 2.01    SURVIVAL OF REPRESENTATIONS AND WARRANTIES.     All representations and warranties contained in this Agreement shall survive after the Effective Time until the first anniversary of the Closing Date (the " Expiration Date "). If written notice of a claim in accordance with Section 4.02 has been given prior to the Expiration Date, then the relevant representation or warranty shall survive, but only with respect to such specific claim, until such claim has been finally resolved. Any claim for indemnification not so asserted in writing by the Expiration Date may not thereafter be asserted and shall forever be waived.

        Section 2.02    NO IMPLIED REPRESENTATIONS OR WARRANTIES.     Other than the representations and warranties expressly set forth in Article I, the Principals shall not be deemed to

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have made any other representation or warranty in connection with this Agreement or the transactions contemplated hereby.

ARTICLE III

INDEMNITY HOLDBACK ESCROW

        Section 3.01    ESTABLISHMENT.     On the Closing Date, each Principal shall deposit his Individual Percentage of the Indemnity Holdback Amount into the Indemnity Holdback Escrow in the form of REIT Shares and/or OP Units at such Principal's election, each such security to be valued at the IPO Price. A separate " Participant Account " within the Indemnity Holdback Escrow will be established and maintained for each Principal consisting of (i) the type and amount of the Indemnity Holdback Amount from that Principal deposited with respect to that Principal plus (ii) any earnings, dividends, distributions, interest and gains earned or realized (" Earnings ") on the Indemnity Holdback Amount for that Participant Account and minus (iii) any distributions charged to that Participant Account. The list of Participant Accounts, the associated Principal and the amounts and types of consideration being deposited into each is attached as Schedule I to the Escrow Agreement. As provided in the Escrow Agreement, most Earnings with respect to the Indemnity Holdback Amount will be promptly distributed to the Principals.

ARTICLE IV

PAYMENT

        Section 4.01    INDEMNIFICATION OF CONSOLIDATED ENTITIES.     The Consolidated Entities and their Affiliates and each of their respective directors, officers, employees, agents and representatives (each of which is an " Indemnified Party ") shall be indemnified and held harmless, under the terms and conditions of this Agreement out of the Indemnity Holdback Escrow, from and against any and all Losses in excess of $1,000,000 arising out of or relating to, asserted against, imposed upon or incurred by the Indemnified Party in connection with or as a result of any breach of a representation or warranty of any Principal contained in this Agreement; provided , that the directors, officers and employees of the Consolidated Entities shall be indemnified hereunder only in their capacities as such and not individually. No Indemnified Party (other than the Consolidated Entities) may make a claim hereunder without the prior written consent of the REIT.

        Section 4.02    CLAIMS.     

        (a)   At the time when the Consolidated Entities learn of any potential claim under this Agreement (an " Escrow Claim ") against any Principal, it will promptly give written notice (a " Claim Notice ") to the Principals and to the Escrow Agent; provided that failure to so notify the Principals or the Escrow Agent shall not prevent recovery under this Agreement, except to the extent that any Principal shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Escrow Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the Principals, promptly after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to a Third Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that a Principal shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article IV as soon as an Escrow Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof.

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        (b)   Any payment made from the Indemnity Holdback Escrow in respect of an Escrow Claim will be allocated among all Participant Accounts pro rata in accordance with the Individual Percentages. In determining value for allocation or distribution, each OP Unit and REIT Share shall be valued at the IPO Price. Within any Participant Account, any Escrow Claim will first be allocated to any OP Units and then to any REIT Shares. If the Escrow Agent is restrained, enjoined or stayed by law or court order from withdrawing assets from a Participant Account, the amount which would have been drawn from such Participant Account shall be allocated pro rata among and withdrawn from the remaining Participant Accounts involved as to which the Escrow Agent is not so restrained, enjoined or stayed. If the Escrow Agent ceases to be so restrained, enjoined or stayed, then, to the extent practicable, any Participant Account from which an additional amount was withdrawn under the prior sentence shall be credited, pro rata, with the amount of such withdrawal through a deduction from the Participant Account that was the subject of such restraint, injunction or stay.

        (c)   The Principals shall be entitled, at their own expense, to elect in accordance with Section 4.06 below, to assume and control the defense of any Escrow Claims based on claims asserted by third parties (" Third Party Claims "), through counsel chosen by the Principals, if they give written notice of their intention to do so to the Consolidated Entities within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the Principals exercise the right to undertake any such defense against a Third Party Claim, the Indemnified Party shall cooperate with the Principals in such defense and make available to the Principals, at the Principals' expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Principals. No compromise or settlement of such Third Party Claim may be effected by either the Indemnified Party, on the one hand, or the Principals, on the other hand, without the other party's consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party and (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim.

        Section 4.03    DELIVERY AND RELEASE OF INDEMNITY ESCROW WITH RESPECT TO CLAIMS.     Upon resolution of any Escrow Claim or portion of an Escrow Claim as evidenced by a written instruction of the Operating Partnership, in which an officer of the Operating Partnership certifies that the instruction has been approved by either (x) the Principals in accordance with Section 4.06 or (y) a final award of an arbitral tribunal in accordance with this Agreement, the Escrow Agent shall release the amount and type of Indemnity Holdback Amount specified therein, and shall charge such amount to the Participant Accounts as set forth therein. Upon any disbursement pursuant to this Agreement, the Consolidated Entities will purchase (at a price per REIT Share or OP Unit, as applicable, equal to the IPO Price) such number of the securities as will permit the Escrow Agent to distribute cash in lieu of any fractional shares.

        Section 4.04    DELIVERY AND RELEASE OF INDEMNITY ESCROW AFTER EXPIRATION DATE.     Within 10 days after the Expiration Date, and at the end of each calendar quarter thereafter while any Indemnity Holdback Amount remains in the Indemnity Holdback Escrow, the Consolidated Entities shall deliver to the Escrow Agent a notice which shall set forth (i) a list of outstanding Escrow Claims, together with a good faith estimate of the maximum value (expressed in dollars) of each such Escrow Claim and the aggregate amount of such values that would be allocated against each Participant Account in accordance with Section 4.02(b) if the actual amount of Losses in respect of each such Escrow Claim were equal to such good faith estimate of the maximum value thereof and (ii) shall instruct the Escrow Agent to release to each Principal any consideration in such Principal's Participant Account in excess of the aggregate value allocated to such Participant Account in accordance with the immediately preceding clause (i).

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        Section 4.05    EXCLUSIVE REMEDY.     The sole and exclusive remedy for Indemnified Parties with respect to any and all claims relating to a breach of this Agreement (other than bre