【正文】 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 Accountants.“Unrelated Person” shall have the meaning as set forth in Section (e).“Working Capital” shall mean the amounts by which current assets exceed current liabilities as defined by the Uniform System of Accounts which are reasonably necessary for the daytoday operation of the Premises’ business, including, without limitation, the excess of change and petty cash funds, operating bank accounts, receivables, prepaid expenses and funds required to maintain Inventories, over the amount of accounts payable and accrued current liabilities.ARTICLE II TERM OF AGREEMENT Term. The term (“Term”) of this Agreement shall mence on the “Commencement Date” for each of the Hotels as noted on Exhibit “A” attached hereto and, unless sooner terminated as herein provided, shall continue with respect to such Hotels until the “Termination Date.” For purposes of this Agreement, the “Termination Date” for each of the Hotels shall be the earlier to occur of (i) the Expiration Date applicable to such Hotel, (ii) termination at the option of Lessee in connection with the bona fide Sale of the Hotel by Landlord to an unaffiliated third party as provided in and subject to the terms of Section (a) hereof, (iii) termination at the option of Lessee in the event that the Performance Test has not 10been satisfied pursuant to and subject to the terms and conditions of Section (b) below, (iv) termination at the option of Lessee for convenience pursuant to and subject to the terms and conditions of Section (c) below (and subject to Section (a) with respect to any sale of the Hotel), or (v) termination by either Lessee or Manager pursuant to Article XVIII hereof in c。 provided, however, Gross Revenues shall not include (a) gratuities to the Premises’ employees, (b) federal, state or municipal excise, sales or use taxes or similar impositions collected directly from customers, patrons or guests or included as part of the sales prices of any goods or services paid over to federa