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public transit or other special district thereof, as against any legal or equitable interest of Agency in
<br />the Premises or any payments in lieu of taxes required to be made by Agency, including, but not limited
<br />to, the following:
<br />(a) Any assessment, tax, fee, levy, improvement district tax, charge or similar
<br />imposition in substitution, partially or totally, of any assessment, tax, fee, levy, charge or similar
<br />imposition previously included within the definition of Taxes. It is the intention of Tenant and Lessor
<br />that all such new and increased assessments, taxes, fees, levies, charges and similar impositions be
<br />included within the definition of "Taxes" for the purpose of this Lease.
<br />(b) Any assessment, tax, fee, levy, charge or similar imposition allocable to or
<br />measured by the area of the Premises or the rent payable hereunder, including, without limitation, any
<br />gross income tax or excise tax levied by the city, county, state or federal government, or any political
<br />subdivision thereof, with respect to the receipt of such rent, or upon or with respect to the possession,
<br />leasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the
<br />Premises, or any portion thereof,
<br />(c) Any assessment, tax, fee, levy, charge or similar imposition upon this
<br />transaction or any document to which Tenant is a party, creating or transferring an interest or an estate
<br />in the Premises, including any possessory interest tax levied on the Tenant's interest under this Lease;
<br />(d) Any assessment, tax, fee, levy, charge or similar imposition by any
<br />governmental agency related to any transportation plan, fund or system instituted within the geographic
<br />area of which the Premises are a part.
<br />The definition of "Taxes," including any additional tax the nature of which was previously included
<br />within the definition of "Taxes," shall include any increases in such taxes, levies, charges or
<br />assessments occasioned by increases in tax rates or increases in assessed valuations, whether occurring
<br />as a result of a sale or otherwise.
<br />3.2.2. Contest of Taxes. Tenant and Tenant's authorized assignees shall have the right
<br />to contest, oppose or object to the amount or validity of any Taxes or other charge levied on or assessed
<br />against the Premises and/or Improvements or any part thereof; provided, however, that the contest,
<br />opposition or objection must be filed before such time the Taxes or other charge at which it is directed
<br />becomes delinquent. Furthermore, no such contest, opposition or objection shall be continued or
<br />maintained after the date the tax, assessment or other charge at which it is directed becomes delinquent
<br />unless Tenant has either: (i) paid such tax, assessment or other charge under protest prior to its
<br />becoming delinquent; or (ii) obtained and maintained a stay of all proceedings for enforcement and
<br />collection of the tax, assessment or other charge by posting such bond or other matter required by law
<br />for such a stay; or (iii) delivered to Lessor a good and sufficient undertaking in an amount specified by
<br />Lessor and issued by a bonding corporation authorized to issue undertakings in California conditioned
<br />on the payment by Tenant of the tax, assessments or charge, together with any fines, interest, penalties,
<br />costs and expenses that may have accrued or been imposed thereon within thirty (30) days after final
<br />determination of Tenant's contest, opposition or objection to such tax, assessment or other charge.
<br />3.2.3. Payment by Lessor. Should Tenant and Tenant's authorized assignees fail to
<br />pay any Taxes required by this Article III to be paid by Tenant and Tenant's authorized assignees
<br />within the time specified herein, subject to Tenant's right to contest such Taxes in accordance with
<br />Section 3.2.2, and if such amount is not paid by Tenant and Tenant's authorized assignees within fifteen
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