【正文】 Bureau of Labor Statistics of the United States Department of Labor, as published in the Wall Street Journal.2“Code” shall mean the Internal Revenue Code of 1986, as amended.“Commencement Date” shall have the meaning as set forth in Section .“Competitive Set” shall initially mean for each Hotel, the hotels situated in the same market segment as such Hotel as noted on Schedule 1 attached hereto, which petitive set shall include the applicable Hotel. The Competitive Set may be changed from time to time by mutual agreement of Lessee and Manager to reasonably and accurately reflect a set within the market of such Hotel that is parable in rate quality and in operation to such Hotel and directly petitive with such Hotel. The requirements for the Competitive Set are not applicable to any of the Initial Hotels until after the expiration of the initial 10year term of this Agreement.“Contract(s)” shall have the meaning as set forth in Section .“Debt Service” shall mean actual scheduled payments of principal and interest, including accrued and cumulative interest, payable by a Landlord with respect to any Hotel Mortgage.“Deductions” shall mean the following matters:(a) Employee Costs and Expenses (including, Employee Claims but excluding Excluded Employee Claims)。(e) All costs and fees of independent accountants, attorneys or other third parties who perform services related to the Hotels or the operation thereof。(i) Franchise fees, royalties, license fees, or pensation or consideration paid or payable to the Franchisor (as hereinafter defined), or any successor Franchisor, pursuant to a Franchise Agreement (as hereinafter defined)。 and(m) Other expenses incurred in connection with the maintenance or operation of the Premises not expressly set forth above and authorized pursuant to this Agreement.Deductions shall not include: (a) depreciation and amortization, (b) Debt Service, or (c) Ground Lease Payments。 war。 epidemic。 civil disturbance。 provided, however, that at such time, (i) this Agreement has not expired or otherwise been earlier terminated in accordance with its terms, and (ii) there are no outstanding Events of Default by Manager, and (iii) no material event has occurred and no material condition exists which, after notice or the passage of time or both, would entitle Lessee to terminate this Agreement.“NonIssuing Party” shall have the meaning as set forth in Section .8“Notice” shall have the meaning as set forth in Article XXII.“Operating Account” shall have the meaning as set forth in Section .“Partnership” means MHI Hospitality ., a Delaware limited partnership.“Performance Cure Period” shall have the meaning as set forth in Section (b)(i)(2).“Performance Failure” shall have the meaning as set forth in Section (b)(i)(1).“Performance Test” shall have the meaning as defined in Section (b)(i).“Premises” shall mean collectively the Lessee’s leasehold interest in the Hotels and the Sites, as both terms are defined herein, pursuant to the terms and conditions of the Leases.“Prime Rate” shall have the meaning as set forth in Section .“Project Management Fee” shall have the meaning set forth in Section (e).“Property Service Account” shall have the meaning as set forth in Section .“Prospectus” shall have the meaning as set forth in Section .“Qualified Lodging Facility” shall mean a “qualified lodging facility” as defined in Section 856(d)(9)(D) of the Code and means a “Lodging Facility” (defined below), unless wagering activities are conducted at or in connection with such facility by any person who is engaged in the business of accepting wagers and who is legally authorized to engage in such business at or in connection with such facility. A “Lodging Facility” is a hotel, motel or other establishment more than onehalf of the dwelling units in which are used on a transient basis, and includes customary amenities and facilities operated as part of, or associated with, the lodging facility so long as such amenities and facilities are customary for other properties of a parable size and class owned by other owners unrelated to MHI.“Reasonable Working Capital” shall have the meaning as set forth in Section .“Related Person” shall have the meaning as set forth in Section (e).“Rental Payments” shall mean rental payments made under equipment leases permitted pursuant to the terms of this Agreement.“Revpar” shall mean the revenue per available room, determined by taking the actual occupancy rate of the applicable hotel and multiplying such rate by the actual average daily rate of such hotel.“Sale” shall mean any sale, assignment, transfer or other disposition, for value or otherwise, voluntary or involuntary of Landlord’s title (whether fee or leasehold) in the Hotel, or 9of a controlling interest therein, other than a collateral assignment intended to provide security for a loan, and shall include any such disposition through the disposition of the ownership interests in the entity that holds such title and any lease or sublease of the Hotel.“Sites” shall collectively mean those certain tracts or parcels of land described in Exhibit “B1” hereto, as amended from time to time.“Software” shall have the meaning as set forth in Section .“Strategic Alliance Agreement” shall mean that certain Strategic Alliance Agreement dated the date hereof between the Partnership and Manager.“Subject Hotel” shall have the meaning set forth in Section (b)(i).“Term” shall mean the contractual duration of this Agreement, as defined in Section .“Termination” shall mean the expiration or sooner cessation of this Agreement, with respect to one or more of the Hotels.“Termination Date” shall have the meaning as set forth in Section .“Uniform System of Accounts” shall mean the Uniform System of Accounts for the Lodging Industry, 9th Revised Edition, as may be modified from time to time by the International Association of Hospitality Account