PROHIBITED TRANSACTIONS.
TENANT HEREBY ACKNOWLEDGES THAT LANDLORD IS
A UNIT OF THE CALIFORNIA STATE AND CONSUMER SERVICES AGENCY ESTABLISHED PURSUANT
TO TITLE I, DIVISION 1, PART 13 OF THE CALIFORNIA EDUCATION CODE, SECTIONS 22000
ET SEQ., AS AMENDED (THE "ED CODE"). AS A RESULT, LANDLORD IS PROHIBITED FROM
ENGAGING IN CERTAIN TRANSACTIONS WITH A "SCHOOL DISTRICT OR OTHER EMPLOYING
AGENCY" OR A "MEMBER, RETIRANT OR BENEFICIARY" (AS THOSE TERMS ARE DEFINED IN
THE ED CODE). IN ADDITION, LANDLORD MAY BE SUBJECT TO CERTAIN RESTRICTIONS AND
REQUIREMENTS UNDER THE INTERNAL REVENUE CODE, 26 U.S.C. SECTION 1 ET SEQ. (THE
"CODE"). ACCORDINGLY, TENANT REPRESENTS AND WARRANTS TO LANDLORD THAT (A) TENANT
IS NEITHER A SCHOOL DISTRICT OR OTHER EMPLOYING AGENCY NOR A MEMBER, RETIRANT OR
BENEFICIARY; (B) HAS NOT MADE ANY CONTRIBUTION OR CONTRIBUTIONS TO LANDLORD; (C)
NEITHER A SCHOOL DISTRICT OR OTHER EMPLOYING AGENCY, NOR A MEMBER, RETIRANT OR
BENEFICIARY, NOR ANY PERSON WHO HAS MADE ANY CONTRIBUTION TO LANDLORD, NOR ANY
COMBINATION THEREOF, IS RELATED TO TENANT BY ANY RELATIONSHIP DESCRIBED IN
SECTION 267(B) OF THE CODE; (D) NEITHER CB RICHARD ELLIS, ITS AFFILIATES,
RELATED ENTITIES, AGENTS, OFFICERS, DIRECTORS OR EMPLOYEES, NOR ANY STATE
TEACHERS' TRUSTEE, AGENT, RELATED ENTITY, AFFILIATE, EMPLOYEE OR INTERNAL
INVESTMENT CONTRACTOR (BOTH GROUPS COLLECTIVELY, "LANDLORD AFFILIATES") HAS
RECEIVED OR WILL RECEIVE, DIRECTLY OR INDIRECTLY, ANY PAYMENT, CONSIDERATION OR
OTHER BENEFIT FROM, NOR DOES ANY LANDLORD AFFILIATE HAVE ANY AGREEMENT OR
ARRANGEMENT WITH TENANT OR ANY PERSON OR ENTITY AFFILIATED WITH TENANT RELATING
TO THE TRANSACTIONS CONTEMPLATED BY THE LEASE, AS AMENDED HEREBY; AND (E) NO
LANDLORD AFFILIATE HAS ANY DIRECT OR INDIRECT OWNERSHIP INTEREST IN TENANT OR
ANY PERSON OR ENTITY AFFILIATED WITH TENANT. LANDLORD ACKNOWLEDGES THAT (I) IF
THE MEMBERS OF TENANT ARE PUBLICLY HELD COMPANIES, LANDLORD MAY OWN SHARES IN
SUCH COMPANIES, AND (II) SUCH PUBLICLY HELD COMPANIES MAY EMPLOY FORMER TEACHERS
WHO MAY HAVE MADE CONTRIBUTIONS TO LANDLORD.
16.
COUNTERPARTS.
THIS FOURTH AMENDMENT MAY BE
EXECUTED IN SEVERAL COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT
ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
17.
NO FURTHER AMENDMENTS; RATIFICATION.
PARAGRAPHS 1, 2, 7 AND 8 OF THE SPECIAL STIPULATIONS ATTACHED TO THE LEASE AS
EXHIBIT "E" ARE HEREBY DELETED AND OF NO FORCE AND EFFECT.
AS EXPRESSLY AMENDED
HEREIN, ALL TERMS AND CONDITIONS OF THE LEASE REMAIN IN FULL FORCE AND EFFECT
AND ARE HEREBY RATIFIED AND CONFIRMED BY LANDLORD AND TENANT.
IN THE EVENT OF
ANY CONFLICT BETWEEN THE TERMS AND CONDITIONS OF THIS FOURTH AMENDMENT AND ANY
OF THE TERMS AND CONDITIONS OF THE LEASE, THE TERMS AND CONDITIONS OF THIS
FOURTH AMENDMENT SHALL CONTROL.
IN WITNESS WHEREOF, the parties have executed this Fourth Amendment on the date
and year first above set forth with intent to be bound hereby.
LANDLORD:
CALIFORNIA STATE TEACHERS
RETIREMENT SYSTEM, a public entity
14
created pursuant to the laws of the State of
California
By:
CB Richard Ellis Investors LLC,
its Investment Manager
By:
Authorized Signatory
By:
Authorized Signatory