sheet, including relevant footnotes thereto (without duplication), prepared in accordance with GAAP, after giving effect to any acquisitions or dispositions occurring subsequent to the date of
such balance sheet.
guarantee means any obligation, contingent or otherwise, of any person directly or indirectly
guaranteeing any indebtedness of any other person and any obligation, direct or indirect, contingent or otherwise, of such person
(1) to
purchase or pay (or advance or supply funds for the purchase or payment of) such indebtedness of such other person (whether arising by virtue of partnership arrangements, or by agreement to keep well, to purchase assets, goods, securities or
services, to take or pay or to maintain financial statement conditions or otherwise) or
(2) entered into for purposes of assuring in any
other manner the obligee of such indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that the term guarantee will not include endorsements
for collection or deposit in the ordinary course of business. The term guarantee, when used as a verb, has a correlative meaning.
Hedging Obligations means, with respect to any specified person, the obligations of such person under:
(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate
collar agreements;
(2) other agreements or arrangements designed to manage interest rates or interest rate risk; and
(3) other agreements or arrangements designed to protect such person against fluctuations in currency exchange rates or commodity prices.
indebtedness means, with respect to any person, indebtedness of such person for borrowed money (including, without limitation,
indebtedness for borrowed money evidenced by notes, bonds, debentures or similar instruments but not including Non-recourse Obligations), if and to the extent any of the foregoing indebtedness would appear as a liability upon an unconsolidated
balance sheet of such person (but does not include contingent liabilities which appear only in a footnote to a balance sheet).
Lien means any mortgage, lien, pledge, charge, or other security interest or encumbrance of any kind (including any conditional
sale or other title retention agreement and any lease in the nature thereof).
Non-recourse Obligation means indebtedness or
other obligations substantially related to (1) the acquisition of assets not previously owned by us or any direct or indirect subsidiaries of ours or (2) the financing of a project involving the development or expansion of our properties
or properties of any direct or indirect subsidiaries of ours, as to which the obligee with respect to such indebtedness or obligation has no recourse to us or any direct or indirect subsidiary of ours or such subsidiarys assets other than the
assets which were acquired with the proceeds of such transaction or the project financed with the proceeds of such transaction (and the proceeds thereof).
person means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated
organization, government or any agency or political subdivision thereof or any other entity.
Principal Property means
(1) those real properties (and adjacent facilities) of the Company and any of its subsidiaries located at 110 West 44th Street, New York, New York 10036 and (2) any building, structure or other facility, together with the land upon which
it is erected and any fixtures which are a part of the building, structure or other facility, located in the United States, and owned or leased or to be owned or leased by the Company or any of its subsidiaries, and in each case the net book value
of which as of that date exceeds $50 million, other
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