MAY BE, OR (D) THE CESSATION, FOR ANY REASON, OF THE
INDIVIDUALS WHO AT THE BEGINNING OF ANY TWENTY-FOUR (24) CONSECUTIVE MONTH
PERIOD (COMMENCING ON THE COMMENCEMENT DATE) CONSTITUTED THE BOARD OF
3
DIRECTORS OF TENANT OR ANY GUARANTOR (TOGETHER WITH ANY NEW DIRECTORS WHOSE
ELECTION BY SUCH BOARD OR WHOSE NOMINATION FOR ELECTION BY THE SHAREHOLDERS OF
TENANT OR SUCH GUARANTOR, AS THE CASE MAY BE, WAS APPROVED BY A VOTE OF A
MAJORITY OF THE DIRECTORS THEN STILL IN OFFICE WHO WERE EITHER DIRECTORS AT THE
BEGINNING OF ANY SUCH PERIOD OR WHOSE ELECTION OR NOMINATION FOR ELECTION WAS
PREVIOUSLY SO APPROVED) TO CONSTITUTE A MAJORITY OF THE BOARD OF DIRECTORS OF
TENANT OR ANY GUARANTOR THEN IN OFFICE.
1.15
"CLAIM"
SHALL HAVE THE MEANING GIVEN SUCH TERM IN ARTICLE 8.
1.16
"CODE"
SHALL MEAN THE INTERNAL REVENUE CODE OF 1986 AND, TO THE EXTENT
APPLICABLE, THE TREASURY REGULATIONS PROMULGATED THEREUNDER, EACH AS FROM TIME
TO TIME AMENDED.
1.17
"COMMENCEMENT DATE"
SHALL MEAN THE DATE HEREOF.
1.18
"CONDEMNATION"
SHALL MEAN, WITH RESPECT TO ANY PROPERTY, OR ANY PORTION
THEREOF, (A) THE EXERCISE OF ANY GOVERNMENTAL POWER WITH RESPECT TO SUCH
PROPERTY, WHETHER BY LEGAL PROCEEDINGS OR OTHERWISE, BY A CONDEMNOR OF ITS POWER
OF CONDEMNATION, (B) A VOLUNTARY SALE OR TRANSFER OF SUCH PROPERTY BY LANDLORD
TO ANY CONDEMNOR, EITHER UNDER THREAT OF CONDEMNATION OR WHILE LEGAL PROCEEDINGS
FOR CONDEMNATION ARE PENDING, OR (C) A TAKING OR VOLUNTARY CONVEYANCE OF SUCH
PROPERTY, OR ANY INTEREST THEREIN, OR RIGHT ACCRUING THERETO OR USE THEREOF, AS
THE RESULT OR IN SETTLEMENT OF ANY CONDEMNATION OR OTHER EMINENT DOMAIN
PROCEEDING AFFECTING SUCH PROPERTY, WHETHER OR NOT THE SAME SHALL HAVE ACTUALLY
BEEN COMMENCED.
1.19
"CONDEMNOR"
SHALL MEAN ANY PUBLIC OR QUASI-PUBLIC PERSON, HAVING THE
POWER OF CONDEMNATION.
1.20
"CONSOLIDATED FINANCIALS"
SHALL MEAN, FOR ANY FISCAL YEAR OR OTHER
ACCOUNTING PERIOD OF TA, ANNUAL AUDITED AND QUARTERLY UNAUDITED FINANCIAL
STATEMENTS OF TA PREPARED ON A CONSOLIDATED BASIS, INCLUDING TA'S CONSOLIDATED
BALANCE SHEET AND THE RELATED STATEMENTS OF INCOME AND CASH FLOWS, ALL IN
REASONABLE DETAIL, AND SETTING FORTH IN COMPARATIVE FORM THE CORRESPONDING
FIGURES FOR THE CORRESPONDING PERIOD IN THE PRECEDING FISCAL YEAR, AND PREPARED
IN ACCORDANCE WITH GAAP THROUGHOUT THE PERIODS REFLECTED.
1.21
"DATE OF TAKING"
SHALL MEAN, WITH RESPECT TO ANY PROPERTY, THE DATE THE
CONDEMNOR HAS THE RIGHT TO POSSESSION OF
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SUCH PROPERTY, OR ANY PORTION THEREOF, IN CONNECTION WITH A CONDEMNATION.
1.22
"DEFAULT"
SHALL MEAN ANY EVENT OR CONDITION WHICH WITH THE GIVING OF
NOTICE AND/OR LAPSE OF TIME WOULD BE AN EVENT OF DEFAULT.
1.23
"DISBURSEMENT RATE"
SHALL MEAN AN ANNUAL RATE OF INTEREST, AS OF THE DATE
OF DETERMINATION, EQUAL TO THE GREATER OF (I) THE INTEREST RATE AND (II) THE PER
ANNUM RATE FOR TEN (10) YEAR U.S. TREASURY OBLIGATIONS AS PUBLISHED IN THE WALL
STREET JOURNAL PLUS THREE HUNDRED FIFTY (350) BASIS POINTS.
1.24
"DISTRIBUTION"
SHALL MEAN (A) ANY DECLARATION OR PAYMENT OF ANY DIVIDEND
(EXCEPT ORDINARY CASH DIVIDENDS PAYABLE IN