(D) THE CESSATION, FOR ANY REASON, OF THE
INDIVIDUALS WHO AT THE BEGINNING OF ANY TWENTY-FOUR (24) CONSECUTIVE MONTH
PERIOD (COMMENCING ON THE DATE HEREOF) CONSTITUTED THE BOARD OF DIRECTORS OF
EITHER OR BOTH ENTITIES COMPRISING TENANT OR ANY GUARANTOR (TOGETHER WITH ANY
NEW DIRECTORS WHOSE ELECTION BY
3
SUCH BOARD OR WHOSE NOMINATION FOR ELECTION BY THE SHAREHOLDERS OF EITHER OR
BOTH ENTITIES COMPRISING 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 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.
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 THE DATE UPON WHICH
TENANT SHALL HAVE OBTAINED ALL LICENSES, OPERATING PERMITS AND OTHER
GOVERNMENTAL AUTHORIZATIONS REQUIRED UNDER APPLICABLE LAWS FOR TENANT TO OPERATE
THE FACILITIES.
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
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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