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 EITHER OR BOTH ENTITIES COMPRISING TENANT OR ANY GUARANTOR THEN IN OFFICE.
1.10
"CLAIM"
SHALL HAVE THE MEANING GIVEN SUCH TERM IN ARTICLE 8.
3
1.11
"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.
1.12
"COMMENCEMENT DATE"
SHALL MEAN OCTOBER 1, 2006.
1.13
"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.
1.14
"CONDEMNOR"
SHALL MEAN ANY PUBLIC OR QUASI-PUBLIC PERSON, HAVING
THE POWER OF CONDEMNATION.
1.15
"CONSOLIDATED FINANCIALS"
SHALL MEAN, FOR ANY FISCAL YEAR OR OTHER
ACCOUNTING PERIOD OF FIVE STAR, ANNUAL AUDITED AND QUARTERLY UNAUDITED FINANCIAL
STATEMENTS OF FIVE STAR PREPARED ON A CONSOLIDATED BASIS, INCLUDING FIVE STAR'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.
1.16
"DATE OF TAKING"
SHALL MEAN, WITH RESPECT TO ANY PROPERTY, THE DATE
THE CONDEMNOR HAS THE RIGHT TO POSSESSION OF SUCH PROPERTY, OR ANY PORTION
THEREOF, IN CONNECTION WITH A CONDEMNATION.
1.17
"DEFAULT"
SHALL MEAN ANY EVENT OR CONDITION WHICH WITH THE GIVING
OF NOTICE AND/OR LAPSE OF TIME WOULD RIPEN INTO AN EVENT OF DEFAULT.
1.18
"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 FOUR HUNDRED (400) BASIS POINTS; PROVIDED,
HOWEVER, THAT IN NO EVENT SHALL THE DISBURSEMENT RATE EXCEED ELEVEN AND ONE-HALF
PERCENT (11.5%).
4
1.19
"DISTRIBUTION"
SHALL MEAN (A) ANY DECLARATION OR PAYMENT OF ANY
DIVIDEND (EXCEPT ORDINARY CASH DIVIDENDS PAYABLE IN COMMON STOCK OR OTHER EQUITY
INTERESTS OF EITHER OR BOTH ENTITIES COMPRISING TENANT) ON OR IN RESPECT OF ANY
SHARES OF ANY CLASS OF CAPITAL STOCK OR OTHER EQUITY INTERESTS OF EITHER OR BOTH
ENTITIES COMPRISING TENANT, (B) ANY PURCHASE, REDEMPTION, RETIREMENT OR OTHER
ACQUISITION OF ANY SHARES OF ANY CLASS OF CAPITAL STOCK OF