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<br />9138-126780\1512539.3
<br />imposition rebates shall belong to Tenant.
<br />3.6.2. Taxes. During the Term, Tenant shall pay directly to the taxing authorities
<br />all Taxes (as herein defined) at least ten (10) days prior to delinquency thereof. For purposes hereof,
<br />“Taxes” shall include any form of assessment, license fee, license tax, business license fee,
<br />commercial rental tax, levy, penalty, sewer use fee, real property tax, charge, possessory interest tax,
<br />tax or similar imposition (other than inheritance or estate taxes), imposed by any authority having the
<br />direct or indirect power to tax, including any city, county, state or federal government, or any school,
<br />agricultural, lighting, drainage, flood control, water pollution control, public transit or other special
<br />district thereof, as against any legal or equitable interest of Agency in the Premises or any payments
<br />in lieu of taxes required to be made by Agency, including, but not limited to, the followi ng:
<br />(a) Any assessment, tax, fee, levy, improvement district tax, charge or
<br />similar imposition in substitution, partially or totally, of any assessment, tax, fee, levy, charge or
<br />similar imposition previously included within the definition of Taxes. It is the intention of Tenant
<br />and Lessor that all such new and increased assessments, taxes, fees, levies, charges and similar
<br />impositions be included within the definition of “Taxes” for the purpose of this Lease.
<br />(b) Any assessment, tax, fee, levy, charge or similar imposition allocable
<br />to or measured by the area of the Premises or the rent payable hereunder, including, without
<br />limitation, any gross income tax or excise tax levied by the city, county, state or federal government,
<br />or any political subdivision thereof, with respect to the receipt of such rent, or upon or with respect to
<br />the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by
<br />Tenant of the 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
<br />estate in the Premises, including any possessory interest tax levied on the Tenant’s interest under this
<br />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
<br />geographic 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
<br />occurring as a result of a sale or otherwise.
<br />3.6.3. Contest of Taxes. Tenant shall have the right to contest, oppose or object to
<br />the amount or validity of any Taxes or other charge levied on or assessed against the Premises and/or
<br />Improvements or any part thereof; provided, however, that the contest, opposition or objection must
<br />be filed before such time the Taxes or other charge at which it is directed becomes delinquent.
<br />Furthermore, no such contest, opposition or objection shall be continued or maintained after the date
<br />the tax, assessment or other charge at which it is directed becomes delinquent unless Tenant has
<br />either: (i) paid such tax, assessment or other charge under protest prior to its becoming delinquent; or
<br />(ii) obtained and maintained a stay of all proceedings for enforcement and collection of the tax,
<br />assessment or other charge by posting such bond or other matter required by law for such a stay; or
<br />(iii) delivered to Lessor a good and sufficient undertaking in an amount specified by Lessor and
<br />EXHIBIT 5
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