Common use of Performance Failure Clause in Contracts

Performance Failure. (a) If a Hotel fails to achieve as of the end of any Fiscal Year (i) actual NOI of at least 90% of the budgeted NOI for such Hotel for such Fiscal Year, and (ii) 100% of such Hotel’s previous years running (12) month RevPAR index (as measured by STR) for such Fiscal Year (collectively, an “Individual Hotel Performance Failure”), subject to the cure periods below, Lessee may terminate this Agreement with respect to such Hotel upon sixty (60) days prior written notice to Operator. The effectiveness of any such notice of termination, however, shall be stayed until completion of the following applicable cure periods. If an Individual Hotel Performance Failure occurs with respect to a Fiscal Year, but the Hotel achieves as of the end of the immediately following three (3) months actual NOI of at least 100% of the budgeted NOI for such Hotel for such three (3) months, and 100% of such Hotel’s previous years running (3) month RevPAR index (as measured by STR), then the Individual Hotel Performance Failure shall be deemed cured and Lessee shall have no right to terminate for such Individual Hotel Performance Failure (and any notice of termination with respect thereto shall be deemed null and void). (b) If the portfolio of Hotels fail to achieve as of the end of any Fiscal Year actual NOI of at least 90% of the budgeted NOI for the Hotels for such Fiscal Year, and 95% of the Hotels’ previous years running (12) month RevPAR index (as measured by STR) for such Fiscal Year (collectively, a “Operator Performance Failure”), subject to the cure period below, Lessee may terminate this Agreement with respect to all of the Hotels under this agreement upon sixty (60) days prior written notice to Operator. The effectiveness of any such notice of termination, however, shall be stayed until completion of the following applicable cure periods. If the Operators Performance Failure occurs with respect to a Fiscal Year, but the portfolio of Hotels achieve as of the end of the immediately following three (3) months actual NOI of at least 100% of the budgeted NOI for the Hotels for such three (3) months, and 100% of the Hotels’ previous years running (3) month RevPAR index, then the Hotels Performance Failure shall be deemed cured and Lessee shall have no right to terminate for the Hotels Performance Failure (and any notice of termination with respect thereto shall be deemed null and void). (c) If an individual Hotel, after the operator has managed the Hotel for a consecutive twelve (12) month period, at any point, has a negative RevPAR change versus its competitive set, as measured by the monthly STR Report of greater than 10% for a running (12) month period (“Negative RevPAR Individual Hotel Performance Failure”), subject to the cure periods below, Lessee may terminate this Agreement with respect to the individual Hotel upon sixty (60) days prior written notice to Operator. The effectiveness of such notice of termination however, shall be stayed until completion of the following applicable cure period. If an individual Hotel’s performance, as measured by the monthly STR Report, for the following three (3) consecutive month period after notice of termination is provided, has a positive RevPAR change versus its competitive set, then the Negative RevPAR Individual Hotel Performance Failure shall be deemed cured and Lessee shall have no right to terminate for such Negative RevPAR Individual Hotel Performance Failure (and any notice of termination with respect thereto shall be deemed null and void). If however, the individual Hotel’s performance at any given period after termination has been cured, as measured by the monthly STR Report for the following twelve (12) month period, again becomes greater than negative 10% change against the individual Hotel’s competitive set as measured by the running (12) month period, Lessee may terminate this Agreement with respect to the individual Hotel upon sixty (60) days prior written notice and Operator shall no longer have the option to cure. (d) If Operator, after twelve (12) consecutive months of managing its entire portfolio of Hotels for Lessee, has greater than 33% of its portfolio failing to achieve a positive RevPAR change against its competitive set, as measured by STR Reports running (12) month period (“Operator RevPAR Performance Failure”), subject to the cure periods below, Lessee may terminate this Agreement with respect to Operator’s entire portfolio of Hotels with Lessee upon sixty (60) days prior written notice to Operator. The effectiveness of such notice of termination however, shall be stayed until the completion of the following applicable cure period. If the Hotel portfolio managed by Operator has more than 75% of the Hotels achieve a positive RevPAR change versus its competitive set as measured by the monthly STR Report performance, for the following three (3) consecutive month period after notice, then the Operator RevPAR Performance Failure shall be deemed cured and Lessee shall have no right to terminate for such RevPAR Hotels Performance Failure (and any notice of termination with respect thereto shall be deemed null and void).

Performance Failure. (a) If a Hotel fails to achieve as of the end of any Fiscal Year Quarter (i) actual NOI of at least 90% of the budgeted NOI for such Hotel for such Fiscal YearQuarter, and (ii) 100% of such Hotel’s previous years running (12) month RevPAR index (as measured by STR) for such Fiscal Year twelve (12) month period (collectively, an “Individual Hotel Performance Failure”), subject to the cure periods below, Lessee may terminate this Agreement with respect to such Hotel upon sixty (60) days prior written notice to Operator. The effectiveness of any such notice of termination, however, shall be stayed until completion of the following applicable cure periods. If an Individual Hotel Performance Failure occurs with respect to a Fiscal YearQuarter, but the Hotel achieves as of the end of the immediately following three (3) months actual NOI of at least 100% of the budgeted NOI for such Hotel for such three (3) months, and 100% of such Hotel’s previous years running (3) month RevPAR index (as measured by STR), then the Individual Hotel Performance Failure shall be deemed cured and Lessee shall have no right to terminate for such Individual Hotel Performance Failure (and any notice of termination with respect thereto shall be deemed null and void). (b) If the portfolio of Hotels fail to achieve as of the end of any Fiscal Year Quarter actual NOI of at least 90% of the budgeted NOI for the Hotels for such Fiscal YearQuarter, and 95% of the Hotels’ previous years running (12) month RevPAR index (as measured by STR) for such Fiscal Year Quarter (collectively, a “Operator Performance Failure”), subject to the cure period below, Lessee may terminate this Agreement with respect to all of the Hotels under this agreement upon sixty (60) days prior written notice to Operator. The effectiveness of any such notice of termination, however, shall be stayed until completion of the following applicable cure periods. If the Operators Performance Failure occurs with respect to a Fiscal YearQuarter, but the portfolio of Hotels achieve as of the end of the immediately following three (3) months actual NOI of at least 100% of the budgeted NOI for the Hotels for such three (3) months, and 100% of the Hotels’ previous years running (3) month RevPAR index, then the Hotels Performance Failure shall be deemed cured and Lessee shall have no right to terminate for the Hotels Performance Failure (and any notice of termination with respect thereto shall be deemed null and void). (c) If an individual Hotel, after the operator has managed the Hotel for a consecutive twelve (12) month period, at any point, has a negative RevPAR change versus its competitive set, as measured by the monthly STR Report of greater than 10% for a running (12) month period (“Negative RevPAR Individual Hotel Performance Failure”), subject to the cure periods below, Lessee may terminate this Agreement with respect to the individual Hotel upon sixty (60) days prior written notice to Operator. The effectiveness of such notice of termination however, shall be stayed until completion of the following applicable cure period. If an individual Hotel’s performance, as measured by the monthly STR Report, for the following three (3) consecutive month period after notice of termination is provided, has a positive RevPAR change versus its competitive set, then the Negative RevPAR Individual Hotel Performance Failure shall be deemed cured and Lessee shall have no right to terminate for such Negative RevPAR Individual Hotel Performance Failure (and any notice of termination with respect thereto shall be deemed null and void). If however, the individual Hotel’s performance at any given period after termination has been cured, as measured by the monthly STR Report for the following twelve (12) month period, again becomes greater than negative 10% change against the individual Hotel’s competitive set as measured by the running (12) month period, Lessee may terminate this Agreement with respect to the individual Hotel upon sixty (60) days prior written notice and Operator shall no longer have the option to cure. (d) If Operator, after twelve (12) consecutive months of managing its entire portfolio of Hotels for Lessee, has greater than 33% of its portfolio failing to achieve a positive RevPAR change against its competitive set, as measured by STR Reports running (12) month period (“Operator RevPAR Performance Failure”), subject to the cure periods below, Lessee may terminate this Agreement with respect to Operator’s entire portfolio of Hotels with Lessee upon sixty (60) days prior written notice to Operator. The effectiveness of such notice of termination however, shall be stayed until the completion of the following applicable cure period. If the Hotel portfolio managed by Operator has more than 75% of the Hotels achieve a positive RevPAR change versus its competitive set as measured by the monthly STR Report performance, for the following three (3) consecutive month period after notice, then the Operator RevPAR Performance Failure shall be deemed cured and Lessee shall have no right to terminate for such RevPAR Hotels Performance Failure (and any notice of termination with respect thereto shall be deemed null and void).

Performance Failure. (a) If a Hotel fails to achieve as of the end of any Fiscal Year (i) actual NOI of at least 90% of the budgeted NOI for such Hotel for such Fiscal YearNOI, and (ii) 10090% of such Hotel’s previous years running (12) month RevPAR index (as measured by STR) for such Fiscal Year (collectively, an “Individual Hotel Performance Failure”), subject to the cure periods below, Lessee may terminate this Agreement with respect to such Hotel upon sixty (60) days prior written notice to Operator. The effectiveness of any such notice of termination, however, shall be stayed until completion of the following applicable cure periods. If an Individual the Hotel Performance Failure occurs with respect to a Fiscal Year, but the Hotel achieves as of the end of the immediately following three (3) months actual NOI of at least 100% of the budgeted NOI for such Hotel for such three (3) months, and 100% of such Hotel’s previous years running (3) month RevPAR index (as measured by STR), then the Individual Hotel Performance Failure shall be deemed cured and Lessee shall have no right to terminate for such Individual Hotel Performance Failure (and any notice of termination with respect thereto shall be deemed null and void). (b) If the portfolio of Hotels fail to achieve as of the end of any Fiscal Year actual NOI of at least 90% of the budgeted NOI for the Hotels for such Fiscal Year, and 95% of the Hotels’ previous years running (12) month RevPAR index (as measured by STR) for such Fiscal Year (collectively, a “Operator Performance Failure”), subject to the cure period below, Lessee may terminate this Agreement with respect to all of the Hotels under this agreement upon sixty (60) days prior written notice to Operator. The effectiveness of any such notice of termination, however, shall be stayed until completion of the following applicable cure periods. If the Operators Performance Failure occurs with respect to a Fiscal Year, but the portfolio of Hotels achieve as of the end of the immediately following three (3) months actual NOI of at least 100% of the budgeted NOI for the Hotels for such three (3) months, and 100% of the Hotels’ previous years running (3) month RevPAR index, then the Hotels Performance Failure shall be deemed cured and Lessee shall have no right to terminate for the Hotels Performance Failure (and any notice of termination with respect thereto shall be deemed null and void). (c) If an individual Hotel, after the operator Operator has managed the Hotel for a consecutive twelve (12) month period, at any point, has a negative RevPAR change versus its competitive set, as of the date hereof, as measured by the monthly STR Report of greater than 10% for a running (12) month period (“Negative RevPAR Individual Hotel Performance Failure”), subject to the cure periods below, Lessee may terminate this Agreement with respect to the individual Hotel upon sixty (60) days prior written notice to Operator. The effectiveness of such notice of termination however, shall be stayed until completion of the following applicable cure period. If an individual the Hotel’s performance, as measured by the monthly STR Report, for the following three (3) consecutive month period after notice of termination is provided, has a positive RevPAR change versus its competitive set, then the Negative RevPAR Individual Hotel Performance Failure shall be deemed cured and Lessee shall have no right to terminate for such Negative RevPAR Individual Hotel Performance Failure (and any notice of termination with respect thereto shall be deemed null and void). If If, however, the individual Hotel’s performance at any given period after termination has been cured, as measured by the monthly STR Report for the following twelve (12) month period, again becomes greater than negative 10% change against the individual Hotel’s competitive set as measured by the running twelve (12) month period, Lessee may terminate this Agreement with respect to the individual Hotel upon sixty (60) days prior written notice and Operator shall no longer have the option to cure. (d) If Operator, after twelve (12) consecutive months of managing its entire portfolio of Hotels for Lessee, has greater than 33% of its portfolio failing to achieve a positive RevPAR change against its competitive set, as measured by STR Reports running (12) month period (“Operator RevPAR Performance Failure”), subject to the cure periods below, Lessee may terminate this Agreement with respect to Operator’s entire portfolio of Hotels with Lessee upon sixty (60) days prior written notice to Operator. The effectiveness of such notice of termination however, shall be stayed until the completion of the following applicable cure period. If the Hotel portfolio managed by Operator has more than 75% of the Hotels achieve a positive RevPAR change versus its competitive set as measured by the monthly STR Report performance, for the following three (3) consecutive month period after notice, then the Operator RevPAR Performance Failure shall be deemed cured and Lessee shall have no right to terminate for such RevPAR Hotels Performance Failure (and any notice of termination with respect thereto shall be deemed null and void).

Performance Failure. (a) If Beginning with Fiscal Year 2012, if a Hotel fails to achieve as of the end of any Fiscal Year (i) actual NOI of at least 9080% of the budgeted NOI for such Hotel for such Fiscal Year, and (ii) 10090% of such Hotel’s previous years running (12) month RevPAR index (as measured by STR) Benchmark for such Fiscal Year (collectively, an “Individual Hotel Performance Failure”), subject to the cure periods below, Lessee may terminate this Agreement with respect to such Hotel upon sixty (60) days prior written notice to Operator. The effectiveness of any such notice of termination, however, shall be stayed until completion of the following applicable cure periods. If an Individual Hotel Performance Failure occurs with respect to a Fiscal Year, but the Hotel achieves as of the end of the immediately following three (3) months (x) actual NOI of at least 10085% of the budgeted NOI for such Hotel for such three (3) months, and 100or (y) 95% of such Hotel’s previous years running RevPAR Benchmark for such three (3) month RevPAR index (as measured by STR)months, then the Individual Hotel Performance Failure shall be deemed cured and Lessee shall have no right to terminate for such Individual Hotel Performance Failure (and any notice of termination with respect thereto shall be deemed null and void). (b) If Beginning with Fiscal Year 2012, if the portfolio of Hotels fail to achieve as of the end of any Fiscal Year (i) actual NOI of at least 9080% of the budgeted NOI for the Hotels for such Fiscal Year, and 95(ii) 90% of the Hotels’ previous years running (12) month RevPAR index (as measured by STR) Benchmark for such Fiscal Year (collectively, a “Operator Hotels Performance Failure”), subject to the cure period below, Lessee may terminate this Agreement with respect to all of the Hotels under this agreement upon sixty (60) days prior written notice to Operator. The effectiveness of any such notice of termination, however, shall be stayed until completion of the following applicable cure periods. If the Operators Hotels Performance Failure occurs with respect to a Fiscal Year, but the portfolio of Hotels achieve as of the end of the immediately following three (3) months (x) actual NOI of at least 10085% of the budgeted NOI for the Hotels for such three (3) months, and 100or (y) 95% of the Hotels’ previous years running RevPAR Benchmark for such three (3) month RevPAR indexmonths, then the Hotels Performance Failure shall be deemed cured and Lessee shall have no right to terminate for the Hotels Performance Failure (and any notice of termination with respect thereto shall be deemed null and void). (c) If an individual Hotel, after the operator has managed the Hotel for a consecutive twelve (12) month period, at any point, has a negative RevPAR change versus its competitive set, as measured by the monthly STR Report of greater than 10% for a running (12) month period (“Negative RevPAR Individual Hotel Performance Failure”), subject to the cure periods below, Lessee may terminate this Agreement with respect to the individual Hotel upon sixty (60) days prior written notice to Operator. The effectiveness of such notice of termination however, shall be stayed until completion of the following applicable cure period. If an individual Hotel’s performance, as measured by the monthly STR Report, for the following three (3) consecutive month period after notice of termination is provided, has a positive RevPAR change versus its competitive set, then the Negative RevPAR Individual Hotel Performance Failure shall be deemed cured and Lessee shall have no right to terminate for such Negative RevPAR Individual Hotel Performance Failure (and any notice of termination with respect thereto shall be deemed null and void). If however, the individual Hotel’s performance at any given period after termination has been cured, as measured by the monthly STR Report for the following twelve (12) month period, again becomes greater than negative 10% change against the individual Hotel’s competitive set as measured by the running (12) month period, Lessee may terminate this Agreement with respect to the individual Hotel upon sixty (60) days prior written notice and Operator shall no longer have the option to cure. (d) If Operator, after twelve (12) consecutive months of managing its entire portfolio of Hotels for Lessee, has greater than 33% of its portfolio failing to achieve a positive RevPAR change against its competitive set, as measured by STR Reports running (12) month period (“Operator RevPAR Performance Failure”), subject to the cure periods below, Lessee may terminate this Agreement with respect to Operator’s entire portfolio of Hotels with Lessee upon sixty (60) days prior written notice to Operator. The effectiveness of such notice of termination however, shall be stayed until the completion of the following applicable cure period. If the Hotel portfolio managed by Operator has more than 75% of the Hotels achieve a positive RevPAR change versus its competitive set as measured by the monthly STR Report performance, for the following three (3) consecutive month period after notice, then the Operator RevPAR Performance Failure shall be deemed cured and Lessee shall have no right to terminate for such RevPAR Hotels Performance Failure (and any notice of termination with respect thereto shall be deemed null and void).

Performance Failure. (a) If a Hotel fails to achieve as of the end of any Fiscal Year (i) actual NOI of at least 90% of the budgeted NOI for such Hotel for such Fiscal YearNOI, and (ii) 10090% of such Hotel’s previous years running (12) month RevPAR index (as measured by STR) for such Fiscal Year (collectively, an “Individual Hotel Performance Failure”), subject to the cure periods below, Lessee may terminate this Agreement with respect to such Hotel upon sixty (60) days prior written notice to Operator. The effectiveness of any such notice of termination, however, shall be stayed until completion of the following applicable cure periods. If an Individual the Hotel Performance Failure occurs with respect to a Fiscal Year, but the Hotel achieves as of the end of the immediately following three (3) months actual NOI of at least 100% of the budgeted NOI for such Hotel for such three (3) months, and 100% of such Hotel’s previous years running (3) month RevPAR index (as measured by STR), then the Individual Hotel Performance Failure shall be deemed cured and Lessee shall have no right to terminate for such Individual Hotel Performance Failure (and any notice of termination with respect thereto shall be deemed null and void). (b) If the portfolio of Hotels fail to achieve as of the end of any Fiscal Year actual NOI of at least 90% of the budgeted NOI for the Hotels for such Fiscal Year, and 95% of the Hotels’ previous years running (12) month RevPAR index (as measured by STR) for such Fiscal Year (collectively, a “Operator Performance Failure”), subject to the cure period below, Lessee may terminate this Agreement with respect to all of the Hotels under this agreement upon sixty (60) days prior written notice to Operator. The effectiveness of any such notice of termination, however, shall be stayed until completion of the following applicable cure periods. If the Operators Performance Failure occurs with respect to a Fiscal Year, but the portfolio of Hotels achieve as of the end of the immediately following three (3) months actual NOI of at least 100% of the budgeted NOI for the Hotels for such three (3) months, and 100% of the Hotels’ previous years running (3) month RevPAR index, then the Hotels Performance Failure shall be deemed cured and Lessee shall have no right to terminate for the Hotels Performance Failure (and any notice of termination with respect thereto shall be deemed null and void). (c) If an individual Hotel, after the operator Operator has managed the Hotel for a consecutive twelve (12) month period, at any point, has a negative RevPAR change versus its competitive set, as of the date hereof, as measured by the monthly STR Report of greater than 10% for a running (12) month period (“Negative RevPAR Individual Hotel Performance Failure”), subject to the cure periods below, Lessee may terminate this Agreement with respect to the individual Hotel upon sixty (60) days prior written notice to Operator. The effectiveness of such notice of termination however, shall be stayed until completion of the following applicable cure period. If an individual the Hotel’s performance, as measured by the monthly STR Report, for the following three (3) consecutive month period after notice of termination is provided, has a positive RevPAR change versus its competitive set, then the Negative RevPAR Individual Hotel Performance Failure shall be deemed cured and Lessee shall have no right to terminate for such Negative RevPAR Individual Hotel Performance Failure (and any notice of termination with respect thereto shall be deemed null and void). If If, however, the individual Hotel’s performance at any given period after termination has been cured, as measured by the monthly STR Report for the following twelve (12) month period, again becomes greater than negative 10% change against the individual Hotel’s competitive set as measured by the running twelve (12) month period, Lessee may terminate this Agreement with respect to the individual Hotel upon sixty (60) days prior written notice and Operator shall no longer have the option to cure. (d) If Operator, after twelve (12) consecutive months of managing its entire portfolio of Hotels for Lessee, has greater than 33% of its portfolio failing to achieve a positive RevPAR change against its competitive set, as measured by STR Reports running (12) month period (“Operator RevPAR Performance Failure”), subject to the cure periods below, Lessee may terminate this Agreement with respect to Operator’s entire portfolio of Hotels with Lessee upon sixty (60) days prior written notice to Operator. The effectiveness of such notice of termination however, shall be stayed until the completion of the following applicable cure period. If the Hotel portfolio managed by Operator has more than 75% of the Hotels achieve a positive RevPAR change versus its competitive set as measured by the monthly STR Report performance, for the following three (3) consecutive month period after notice, then the Operator RevPAR Performance Failure shall be deemed cured and Lessee shall have no right to terminate for such RevPAR Hotels Performance Failure (and any notice of termination with respect thereto shall be deemed null and void).

Performance Failure. Lessee’s ability to terminate due to performance failure will be conditioned on the occurrence of Sections 16.02 (a) and 16.02 (b) below. (a) If a Hotel fails to achieve as of the end of any Fiscal Year (i) actual NOI of at least 90% of the budgeted NOI for such Hotel for such Fiscal YearNOI, and (ii) 10090% of such Hotel’s previous years running (12) month RevPAR index (as measured by STR) for such Fiscal Year (collectively, an “Individual Hotel Performance Failure”), subject to the cure periods below, Lessee may terminate this Agreement with respect to such Hotel upon sixty (60) days prior written notice to Operator. The effectiveness of any such notice of termination, however, shall be stayed until completion of the following applicable cure periods. If an Individual the Hotel Performance Failure occurs with respect to a Fiscal Year, but the Hotel achieves as of the end of the immediately following three (3) months actual NOI of at least 100% of the budgeted NOI for such Hotel for such three (3) months, and 100% of such Hotel’s previous years running (3) month RevPAR index (as measured by STR), then the Individual Hotel Performance Failure shall be deemed cured and Lessee shall have no right to terminate for such Individual Hotel Performance Failure (and any notice of termination with respect thereto shall be deemed null and void). (b) If the portfolio of Hotels fail to achieve as of the end of any Fiscal Year actual NOI of at least 90% of the budgeted NOI for the Hotels for such Fiscal Year, and 95% of the Hotels’ previous years running (12) month RevPAR index (as measured by STR) for such Fiscal Year (collectively, a “Operator Performance Failure”), subject to the cure period below, Lessee may terminate this Agreement with respect to all of the Hotels under this agreement upon sixty (60) days prior written notice to Operator. The effectiveness of any such notice of termination, however, shall be stayed until completion of the following applicable cure periods. If the Operators Performance Failure occurs with respect to a Fiscal Year, but the portfolio of Hotels achieve as of the end of the immediately following three (3) months actual NOI of at least 100% of the budgeted NOI for the Hotels for such three (3) months, and 100% of the Hotels’ previous years running (3) month RevPAR index, then the Hotels Performance Failure shall be deemed cured and Lessee shall have no right to terminate for the Hotels Performance Failure (and any notice of termination with respect thereto shall be deemed null and void). (c) If an individual Hotel, after the operator has managed the Hotel for a consecutive twelve (12) month period, at any point, has a negative RevPAR change versus its competitive set, as of the date here of, as measured by the monthly STR Report of greater than 10% for a running (12) month period (“Negative RevPAR Individual Hotel Performance Failure”), subject to the cure periods below, Lessee may terminate this Agreement with respect to the individual Hotel upon sixty (60) days prior written notice to Operator. The effectiveness of such notice of termination however, shall be stayed until completion of the following applicable cure period. If an individual the Hotel’s performance, as measured by the monthly STR Report, for the following three (3) consecutive month period after notice of termination is provided, has a positive RevPAR change versus its competitive set, then the Negative RevPAR Individual Hotel Performance Failure shall be deemed cured and Lessee shall have no right to terminate for such Negative RevPAR Individual Hotel Performance Failure (and any notice of termination with respect thereto shall be deemed null and void). If however, the individual Hotel’s performance at any given period after termination has been cured, as measured by the monthly STR Report for the following twelve (12) month period, again becomes greater than negative 10% change against the individual Hotel’s competitive set as measured by the running (12) month period, Lessee may terminate this Agreement with respect to the individual Hotel upon sixty (60) days prior written notice and Operator shall no longer have the option to cure. (d) If Operator, after twelve (12) consecutive months of managing its entire portfolio of Hotels for Lessee, has greater than 33% of its portfolio failing to achieve a positive RevPAR change against its competitive set, as measured by STR Reports running (12) month period (“Operator RevPAR Performance Failure”), subject to the cure periods below, Lessee may terminate this Agreement with respect to Operator’s entire portfolio of Hotels with Lessee upon sixty (60) days prior written notice to Operator. The effectiveness of such notice of termination however, shall be stayed until the completion of the following applicable cure period. If the Hotel portfolio managed by Operator has more than 75% of the Hotels achieve a positive RevPAR change versus its competitive set as measured by the monthly STR Report performance, for the following three (3) consecutive month period after notice, then the Operator RevPAR Performance Failure shall be deemed cured and Lessee shall have no right to terminate for such RevPAR Hotels Performance Failure (and any notice of termination with respect thereto shall be deemed null and void).