D/B/A EMPIRE STATE DEVELOPMENT CORPORATION
("ESDC"), A CORPORATE GOVERNMENTAL AGENCY OF THE STATE OF NEW YORK CONSTITUTING
A POLITICAL SUBDIVISION AND PUBLIC BENEFIT CORPORATION, HAVING AN OFFICE AT 633
THIRD AVENUE, 33RD FLOOR, NEW YORK, NEW YORK 10017.
(III)
"AAA" HAS THE MEANING SET FORTH IN SECTION 16.2(A) HEREOF.
(IV)
"ACCEPTABLE GUARANTOR" MEANS A PERSON HAVING (A) A NET WORTH, ON THE DATE
OF THE DEPOSITING OF SUCH SECURITY, OF AT LEAST $50,000,000, AS ADJUSTED FOR
INFLATION FROM DECEMBER 12, 2001 AND (B) A DEBT RATING OF AT LEAST "A" FROM
STANDARD AND POORS OR THE EQUIVALENT RATING FROM ANOTHER NATIONALLY RECOGNIZED
RATING AGENCY.
(V)
"ACCOUNTING PRINCIPLES" MEANS, FROM TIME TO TIME, THE THEN GENERALLY
ACCEPTED ACCOUNTING PRACTICES, CONSISTENTLY APPLIED ON A "CASH BASIS".
(VI)
"ADJUSTED FOR INFLATION" MEANS, WITH RESPECT TO ANY SUM, THAT THERE SHALL
BE ADDED TO SUCH SUM (AS THE SAME MAY HAVE BEEN PREVIOUSLY ADJUSTED), BEGINNING
ON DECEMBER 12, 2001 UNLESS OTHERWISE SPECIFIED, ON AN ANNUAL OR SUCH OTHER
BASIS AS MAY BE SPECIFIED IN THIS LEASE (SUCH ANNUAL OR OTHER PERIOD, THE
"SPECIFIED INTERVAL"), AN AMOUNT EQUAL TO THE PRODUCT OF (A) SUCH SUM (AS THE
SAME MAY HAVE BEEN PREVIOUSLY ADJUSTED) AND (B) A FRACTION (1) THE NUMERATOR OF
WHICH IS THE DIFFERENCE BETWEEN [A] THE CONSUMER PRICE INDEX FOR THE CALENDAR
MONTH IMMEDIATELY PRECEDING THE CALENDAR MONTH IN WHICH THE SPECIFIED INTERVAL
FOR WHICH SUCH CALCULATION IS BEING MADE ENDED AND [B] THE CONSUMER PRICE INDEX
FOR THE CALENDAR MONTH IMMEDIATELY PRECEDING THE CALENDAR MONTH IN WHICH THE
IMMEDIATELY PRECEDING SPECIFIED INTERVAL ENDED (OR, IF SUCH DATE WOULD BE PRIOR
TO DECEMBER 12, 2001, THE CALENDAR MONTH OF DECEMBER 2001) (THE "MEASURING
MONTH"), AND (2) THE DENOMINATOR OF WHICH IS THE CONSUMER PRICE INDEX FOR THE
MEASURING MONTH; PROVIDED, HOWEVER, (I) IF FOR ANY SPECIFIED INTERVAL THE
DIFFERENCE BETWEEN THE INDEX NUMBERS IN CLAUSES [A] AND [B] ABOVE IS LESS THAN
ZERO (0), SUCH NUMERATOR SHALL BE DEEMED TO BE ZERO (0) FOR PURPOSES OF
CALCULATING THE APPLICABLE ADJUSTMENT, AND (II) THE APPLICABLE ADJUSTMENT FOR
THE SPECIFIED INTERVAL IMMEDIATELY FOLLOWING A SPECIFIED INTERVAL IN WHICH THE
PRECEDING CLAUSE (I) SHALL HAVE BEEN APPLICABLE SHALL BE DETERMINED BY REPLACING
CLAUSE [B] ABOVE IN ITS ENTIRETY WITH THE FOLLOWING:
"[B] THE CONSUMER PRICE
INDEX FOR THE CALENDAR MONTH IMMEDIATELY PRECEDING THE CALENDAR MONTH IN WHICH
THE LAST POSITIVE SPECIFIED INTERVAL (AS HEREINAFTER DEFINED) ENDED.
THE "LAST
POSITIVE SPECIFIED INTERVAL" SHALL MEAN THE LAST SPECIFIED INTERVAL PRIOR TO THE
DATE OF THE APPLICABLE DETERMINATION HEREUNDER FOR WHICH THE DIFFERENCE BETWEEN
THE INDEX NUMBERS, DETERMINED IN ACCORDANCE WITH CLAUSE [A] ABOVE AND THIS
CLAUSE [B] PRIOR TO BEING ALTERED DUE TO THE TRIGGERING OF THIS PROVISO, WAS
MORE THAN ZERO (0)".
(VII)
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(VIII)
"ADMINISTRATIVE FEE" HAS THE MEANING SET FORTH IN SECTION 3.6 HEREOF.
4
(IX)
"ALLOCATED SQUARE FEET" HAS THE MEANING SET FORTH IN SECTION 1.1(CCLXI)
HEREOF, THE DEFINITION OF TOTAL TAXABLE SQUARE FEET CERTIFICATE.
(X)
"ALTERATION" MEANS EVERY ALTERATION, INSTALLATION, IMPROVEMENT,