(A), (C) OR (D) OF THIS DEFINITION), (C)
ANY ONE OR MORE SALES OR CONVEYANCES TO ANY PERSON OF ALL OR ANY MATERIAL
PORTION OF ITS ASSETS (INCLUDING CAPITAL STOCK OR OTHER EQUITY INTERESTS) OR
BUSINESS OF TENANT OR ANY GUARANTOR, AS THE CASE 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 DATE HEREOF) CONSTITUTED THE BOARD
OF 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.
3
1.13
"CLAIM"
SHALL HAVE THE MEANING GIVEN SUCH TERM IN ARTICLE 8.
1.14
"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.
1.15
"COMMENCEMENT DATE"
SHALL MEAN (A) WITH RESPECT TO THE PROPERTIES
ORIGINALLY DEMISED UNDER THE LEGACY LEASE, DECEMBER 31, 2001; (B) WITH RESPECT
TO THE PROPERTIES ORIGINALLY DEMISED UNDER THE INDEPENDENCE LEASE, OCTOBER 25,
2002; AND (C) WITH RESPECT TO THE PROPERTY LOCATED IN ELLICOTT CITY, MARYLAND,
THE DATE HEREOF.
1.16
"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.
1.17
"CONDEMNOR"
SHALL MEAN ANY PUBLIC OR QUASI-PUBLIC PERSON, HAVING
THE POWER OF CONDEMNATION.
1.18
"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.
1.19
"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.
1.20
"DEFAULT"
SHALL MEAN ANY EVENT OR