Common use of Performance Termination Clause in Contracts

Performance Termination. A. Owner shall have the option to terminate this Agreement after any twelve (12) consecutive Accounting Periods (the “Performance Termination Period”) with respect to which the following occurs: 1. At any time during the first three (3) years of the Term: a. The Operating Profit for the Performance Termination Period is less than 90% of the Performance Termination Threshold; and b. The Revenue Index of the Hotel during the Performance Termination Period is less than 100% of the Revenue Index Threshold for such Performance Termination Period. 2. At any time following the first three (3) years of the Term: a. The Operating Profit for the Performance Termination Period is less than the Performance Termination Threshold; or b. The Revenue Index of the Hotel during the Performance Termination Period is less than the Revenue Index Threshold for such Performance Termination Period. Owner shall exercise such option to terminate by serving written notice thereof on Manager no later than sixty (60) days after Owner’s receipt of the last Accounting Period Statement for Performance Termination Period, and this Agreement shall terminate as of the end of the second (2nd) full Accounting Period following the date on which Manager receives the above-described notice from Owner. Notwithstanding anything contained herein to the contrary, Manager at its option may elect to void such Termination by so notifying Owner within such sixty (60) day period; provided, however, that the amount that was necessary to have achieved the Performance Termination Threshold or Revenue Index Threshold, as applicable (the “Deficit Amount”) shall be made up to Owner by either (i) Manager’s paying the Deficit Amount to Owner within ten (10) days after such 60-day period (the “Cure Payment”) or (ii) offsetting the Deficit Amount against the Base Management Fees, the Incentive Management Fees and/or other amounts or reimbursements payable to Manager under this Agreement, as Owner may direct. B. Owner’s failure to exercise its right to terminate this Agreement pursuant to this Section 2.02 shall not be deemed an estoppel or waiver of Owner’s right to terminate this Agreement with respect to any subsequent event or circumstance that could give Owner the right to terminate hereunder.

Performance Termination. A. Owner shall have the option to terminate this Agreement after any twelve (12) consecutive Accounting Periods (the “Performance Termination Period”) with respect to which the following occurs: 1. At The SALT (or any time during successor program in the first three (3event SALT is no longer used) years of results fail to meet or exceed the Term: a. The Operating Profit average scores for the Performance Termination Period is less than 90% of the Performance Termination Threshold; and b. The Revenue Index of brand under which the Hotel during the Performance Termination Period is less than 100% of the Revenue Index Threshold for such Performance Termination Period.operates; or 2. At any time following the first three (3) years of the Term: a. The Operating Profit for the Performance Termination Period is less than the Performance Termination Threshold; or b. The Revenue Index of the Hotel during the Performance Termination Period is less than the Revenue Index Threshold for such Performance Termination Period. Owner shall exercise such option to terminate by serving written notice thereof on Manager no later than sixty (60) days after Owner’s receipt of the last Accounting Period Statement for Performance Termination Period, and this Agreement shall terminate as of the end of the second (2nd) full Accounting Period following the date on which Manager receives the above-described notice from Owner. Notwithstanding anything contained herein to the contrary, Manager at its option may elect to void such Termination by so notifying Owner within such sixty (60) day period; provided, however, that the amount that was necessary to have achieved the Performance Termination Threshold or Revenue Index Threshold, as applicable (the “Deficit Amount”) shall be made up to Owner by either (i) Manager’s paying the Deficit Amount to Owner within ten (10) days after such 60-day period (the “Cure Payment”) or (ii) offsetting the Deficit Amount against the Base Management Fees, the Incentive Management Fees and/or other amounts or reimbursements payable to Manager under this Agreement, as Owner may direct. B. Owner’s failure to exercise its right to terminate this Agreement pursuant to this Section 2.02 shall not be deemed an estoppel or waiver of Owner’s right to terminate this Agreement with respect to any subsequent event or circumstance that could give Owner the right to terminate hereunder.

Performance Termination. A. Subject to the provisions of Section 4.02 B below, Owner shall have the option to terminate this Agreement after any twelve (12) consecutive Accounting Periods (the “Performance Termination Period”) with respect to which all of the following occurs: 1. At Inns if the sum of the Operating Profit for all of the Inns during any time during the first three (3) years consecutive Fiscal Years during the term of this Agreement (not including any period of time before the expiration of the Term: a. The Operating Profit 1992 Fiscal Year) does not equal or exceed eight percent (8%) of the sum total for the Performance Termination Period is less than 90% of the Performance Termination Threshold; and b. The Revenue Index of the Hotel during the Performance Termination Period is less than 100% of the Revenue Index Threshold for such Performance Termination Period. 2. At any time following the first same three (3) years Fiscal Years of (i) the original total cost ($239,127,000) of the Term: a. The Operating Profit Inns, as adjusted for any Termination, added once for each of such three (3) Fiscal Years, plus (ii) the Performance Termination Period is less than weighted average outstanding balance of Additional Inn Investments with respect to the Performance Termination Threshold; or b. The Revenue Index Inns, added once for each of the Hotel during the Performance Termination Period is less than the Revenue Index Threshold for such Performance Termination Periodthree (3) Fiscal Years. Owner shall exercise such Such option to terminate shall be exercised by serving written notice thereof on Manager Management Company no later than sixty (60) days after Owner’s the receipt by Owner of the last Accounting Period Statement annual accounting under Section 9.01 hereof for Performance Termination Periodsuch third consecutive Fiscal Year. Such notice shall state the basis on which Owner asserts the right of termination and shall show all mathematical calculations constituting the basis therefor. If Management Company does not elect to avoid termination pursuant to Section 4.02 B below, and this Agreement shall terminate as of the end of the second (2nd) full Accounting Period following the date on which Manager Management Company receives the above-described Owner's written notice from Owner. Notwithstanding anything contained herein of its intent to the contrary, Manager at its option may elect to void such Termination by so notifying Owner within such sixty (60) day period; provided, however, that the amount that was necessary to have achieved the Performance Termination Threshold or Revenue Index Threshold, as applicable (the “Deficit Amount”) shall be made up to Owner by either (i) Manager’s paying the Deficit Amount to Owner within ten (10) days after such 60-day period (the “Cure Payment”) or (ii) offsetting the Deficit Amount against the Base Management Fees, the Incentive Management Fees and/or other amounts or reimbursements payable to Manager under terminate this Agreement, as Owner may direct. B. . Owner’s 's failure to exercise its right to terminate this Agreement pursuant to this Section 2.02 4.02 A during any given Fiscal Year shall not be deemed an estoppel or waiver of Owner’s 's right to terminate this Agreement with respect as to any subsequent event or circumstance that could give Fiscal Years to which this Section may apply. B. Upon receipt of Owner's written notice of termination under Section 4.02 A, Management Company shall have the option, to be exercised within sixty (60) days after receipt of said notice, to avoid such termination by advancing to Owner the right amount of any deficiency described in Section 4.02 A, and upon paying such deficiency, Management Company shall be deemed to have satisfied the test described in Section 4.02 A for such three (3) year period. If Management Company exercises such option, then the foregoing Owner's election to terminate hereunderthis Agreement under Section 4.02 A shall be cancelled and be of no force or effect, and this Agreement shall not terminate. All advances of up to $10 million of any deficiencies to Owner pursuant to this Section 4.02 B shall become "Contingent Incentive Management Fees." Such cancellation, however, shall not affect the right of Owner, as to subsequent Fiscal Years to which Section 4.02 A applies, to again elect to terminate this Agreement pursuant to the provisions of Section 4.02 A (which subsequent election shall again be subject to Management Company's rights under this Section 4.02 B). If Management Company does not exercise its option to make the advance permitted by this Section 4.02 B, then this Agreement shall be terminated as of the date set forth in Section 4.02 A.

Performance Termination. A. Owner Subject to the provisions of Section 2.02.B below, Primary Manager shall have the option to terminate this Agreement after any twelve (12) consecutive Accounting Periods (the “Performance Termination Period”) with respect to which the following occursAgreement, if: 1. At With respect to any time during the first two (2) Fiscal Years within any three (3) years Fiscal Year period (not including any portion of any Fiscal Year prior to the expiration of the Term: a. The first (1st) full Fiscal Year after the TakeOver Date) Operating Profit for the Performance Termination Period is less than 90% of the applicable Performance Termination Threshold; and b. 2. The Revenue Index of the Hotel during the Performance Termination Period is less than 100% each of the Revenue Index Threshold for such Performance Termination Period. Fiscal Years (i.e. any two (2. At any time following the first ) Fiscals Years within three (3) years of the Term: a. The Operating Profit for the Performance Termination Period is less than the Performance Termination Threshold; or b. The Revenue Index of the Hotel during the Performance Termination Period Fiscal Year period) is less than the Revenue Index Threshold for Threshold. 1. If Submanager does not elect to avoid such Performance Termination Period. Owner shall exercise such option pursuant to terminate by serving written notice thereof on Manager no later than sixty (60) days after Owner’s receipt of the last Accounting Period Statement for Performance Termination PeriodSection 2.02.B below, and this Agreement shall terminate as of the end of the second fourth (2nd4th) full Accounting Period following the date on which Manager Submanager receives the above-described Primary Manager's written notice from Owner. Notwithstanding anything contained herein of its intent to terminate this Agreement; provided that such period of time shall be extended as required by applicable Legal Requirements pertaining to the contrary, Manager termination of the employment of the employees at its option may elect to void such Termination by so notifying Owner within such sixty (60) day period; provided, however, that the amount that was necessary to have achieved the Performance Termination Threshold or Revenue Index Threshold, as applicable (the “Deficit Amount”) shall be made up to Owner by either (i) Hotel. Primary Manager’s paying the Deficit Amount to Owner within ten (10) days after such 60-day period (the “Cure Payment”) or (ii) offsetting the Deficit Amount against the Base Management Fees, the Incentive Management Fees and/or other amounts or reimbursements payable to Manager under this Agreement, as Owner may direct. B. Owner’s 's failure to exercise its right to terminate this Agreement pursuant to this Section 2.02 2.02.A with respect to any given Fiscal Year shall not be deemed an estoppel or waiver of Owner’s Primary Manager's right to terminate this Agreement with respect to any subsequent Fiscal Years to which this Section 2.02.A may apply. B. Upon receipt of Primary Manager's written notice of Termination under Section 2.02.A, Submanager shall have the option, to be exercised within sixty (60) days after receipt of said notice, to avoid such Termination by electing (in a notice to Primary Manager) to waive the payment of the Base Management Fee and the payment of franchise fees under the Franchise Agreement (beginning as of the first day of the next full Accounting Period after the date of such notice from Submanager) until such time as the total cumulative amount (the "Cumulative Waived Base Fees") of such waived Base Management Fee and franchise fees equals the total amount (the "Cure Payment") by which Operating Profit for each of the Fiscal Years in question (i.e., the Fiscal Years referred to in Section 2.02.A.1) was less than the Performance Termination Threshold. [ In the case of the Houston, the following applies: Upon receipt of Primary Manager's written notice of Termination under Section 2.02.A, Submanager shall have the option, to be exercised within sixty (60) days after receipt of said notice, to avoid such Termination by electing (in a notice to Primary Manager) to pay an amount equal to the amount (the "Cure Payment") by which Operating Profit for each of the Fiscal Years in question (i.e., the Fiscal Years referred to in Section 2.02.A.1) was less than the Performance Termination Threshold, and shall pay the Cure Payment within thirty (30) days of providing such notice to Primary Manager.] In the event Submanager makes a Cure Payment pursuant to this Section 2.02.B, the Fiscal Years with respect to which such Cure Payment was made shall thereafter not be treated, for purposes of subsequent elections by Primary Manager pursuant to Section 2.02.A, as Fiscal Years in which the circumstances described in Section 2.02.A.1 have occurred. If Submanager exercises such option to make such Cure Payment, then the foregoing Primary Manager's election to terminate this Agreement under Section 2.02.A shall be canceled and of no force or circumstance that could give Owner effect with respect to the two (2) Fiscal Years in question, and this Agreement shall not terminate. Such cancellation, however, shall not affect the right of Primary Manager, as to terminate hereundereach subsequent Fiscal Year to which Section 2.

Performance Termination. A. Subject to the provisions of Section 2.02.B. below, Owner shall have the option to terminate this Agreement after any twelve (12) consecutive Accounting Periods (the “Performance Termination Period”) if, with respect to which any two (2) consecutive Fiscal Years (not including any portion of any Fiscal Year prior to the following occurs:expiration of the third (3rd) full Fiscal Year after the Opening Date): 1. At any time during the first three (3) years of the Term: a. The Operating Profit for the Performance Termination Period each such Fiscal Year is less than 90% of the applicable Performance Termination Threshold; provided that, for purposes of this Section 2.02.A.1. only, Operating Profit shall be computed without deducting any Impositions; and b. 2. The Revenue Index of the Hotel during the Performance Termination Period is less than 100% each of the Revenue Index Threshold for such Performance Termination Period. 2. At any time following the first three (3) years of the Term: a. The Operating Profit for the Performance Termination Period is less than the Performance Termination Threshold; or b. The Revenue Index of the Hotel during the Performance Termination Period Fiscal Years is less than the Revenue Index Threshold for such Performance Termination PeriodThreshold; and 3. Owner shall exercise such The fact that the Hotel has not met the tests set forth in Section 2.02.A.1 or Section 2.02.A.2 is not the result of either (x) Force Majeure, (y) any major renovation of the Hotel, or (z) any default by Owner. Such option to terminate shall be exercised by Owner serving written notice thereof on Manager no later than sixty (60) days after Owner’s the receipt by Owner of the last Accounting Period Statement annual accounting under Section 4.01.B hereof for Performance each of the two (2) Fiscal Years referred to above. If Manager does not elect to avoid such Termination Periodpursuant to Section 2.02.B below, and this Agreement shall terminate as of the end of the second fourth (2nd4th) full Accounting Period following the date on which Manager receives the above-described Owner’s written notice from Owner. Notwithstanding anything contained herein of its intent to terminate this Agreement; provided that such period of time shall be extended as required by applicable Legal Requirements pertaining to the contrary, Manager termination of the employment of the employees at its option may elect to void such Termination by so notifying Owner within such sixty (60) day period; provided, however, that the amount that was necessary to have achieved the Performance Termination Threshold or Revenue Index Threshold, as applicable (the “Deficit Amount”) shall be made up to Owner by either (i) Manager’s paying the Deficit Amount to Owner within ten (10) days after such 60-day period (the “Cure Payment”) or (ii) offsetting the Deficit Amount against the Base Management Fees, the Incentive Management Fees and/or other amounts or reimbursements payable to Manager under this Agreement, as Owner may direct. B. Hotel. Owner’s failure to exercise its right to terminate this Agreement pursuant to this Section 2.02 2.02.A with respect to any given Fiscal Year shall not be deemed an estoppel or waiver of Owner’s right to terminate this Agreement with respect to any subsequent event or circumstance that could give Fiscal Years to which this Section 2.02.A may apply. B. Upon receipt of Owner’s written notice of Termination under Section 2.02.A, Manager shall have the option, to be exercised within sixty (60) days after receipt of said notice, to avoid such Termination by paying to Owner the right amount by which Operating Profit for each of the Fiscal Years in question was less than the Performance Termination Threshold for such Fiscal Years (the “Cure Payment”). In the event Manager makes a Cure Payment pursuant to this Section 2.02.B, the Fiscal Years with respect to which such Cure Payment was made shall thereafter not be treated, for purposes of subsequent elections by Owner pursuant to Section 2.02.A, as Fiscal Years in which the circumstances described in Section 2.02.A.1 have occurred. If Manager exercises such option to make such Cure Payment, then the foregoing Owner’s election to terminate hereunder.this Agreement under Section 2.02.A shall be canceled and of no force or effect with respect to the two (2) Fiscal Years in question, and this Agreement shall not terminate. Such cancellation, however, shall not affect the right of Owner, as to each subsequent Fiscal Year to which Section 2.02.A applies, to again elect to terminate this Agreement pursuant to the provisions of Section 2.02.A (which subsequent election shall again be subject to Manager’s rights under this Section 2.02.B). If Manager does not exercise its option to make a Cure Payment as aforesaid, then this Agreement shall be terminated as of the date set forth in Section 2.02.A.

Performance Termination. A. Owner TRS shall have the option right to terminate this Agreement after any twelve if: (12i) consecutive Accounting Periods the Hotel fails to achieve Operating Profit equal to or greater than ninety percent (90.0%) of the Operating Profit estimated in the Approved Annual Operating Projection (the “Performance Termination Profit Minimum”) in each of two (2) consecutive Fiscal Years (each 2-consecutive Fiscal Year period being a “Test Period”) with respect to which the following occurs: 1. At ), excluding any time during initial partial Fiscal Year and the first three (3) years of full Fiscal Year after the Term: a. The Operating Profit for the Performance Termination Period is less than 90% of the Performance Termination ThresholdManagement Commencement Date; and b. The Revenue Index (ii) the Hotel fails to maintain ninety percent (90.0%) of the Hotel fair market share of revenue per available room (the “RevPar Threshold”) for the Hotel’s Competitive Set during the Performance Termination same Test Period as reported by S▇▇▇▇ Travel Research (or similar reporting service in the event that S▇▇▇▇ Travel Research reports are no longer available); and (iii) the fact that Management Company is less than 100% failing to meet the tests set forth in (i) and (ii) above is not the result of (a) Force Majeure, (b) any major renovation of the Revenue Index Threshold Hotel, or (c) assessments or tax bills from governmental taxing authorities in excess of amounts included for such Performance Termination Periodassessments or tax bills in the Approved Annual Operating Projection (Management Company and TRS shall in good faith mutually agree in writing upon appropriate adjustments to the Hotel’s Competitive Set that may be necessary from time to time and/or as a result of any such incidence for purposes of determining whether Management Company has failed to achieve the RevPar Threshold); and (iv) the TRS is not in Default at the time that it seeks to terminate the Management Agreement pursuant to this Section. 2. At any time following the first three (3) years of the Term: a. The Operating Profit for the Performance Termination Period is less than the Performance Termination Threshold; or b. The Revenue Index of the Hotel during the Performance Termination Period is less than the Revenue Index Threshold for such Performance Termination Period. Owner shall exercise such B. TRS’s option to terminate shall be exercised by serving written notice thereof on Manager no later than delivering Termination Notice to Management Company within sixty (60) days after Ownerof TRS’s receipt of the last Accounting Period Annual Operating Statement for Performance the second Fiscal Year of the respective Test Period (time being of the essence); TRS shall have waived its right to so terminate for a given Test Period if TRS fails to deliver Termination Notice to Management Company within the 60-day time period. Upon receipt of the Termination Notice, Management Company shall have the right but not the obligation to cure any such failure to achieve Operating Profit equal to the Profit Minimum for a Fiscal Year during the Test Period by paying to TRS the difference between Operating Profit for either of the Fiscal Years in the Test Period and the Profit Minimum within thirty (30) days of Management Company’s receipt of the Termination Notice. Any Fiscal Year for which a cure payment is made shall not be included in any subsequent Test Period. Any cure payment by Management Company shall not be included in the calculation of Gross Revenues. If Management Company exercises its option to make a cure payment, and then TRS’s election to terminate this Agreement shall terminate as be cancelled and of the end of the second (2nd) full Accounting Period following the date on which Manager receives the above-described notice from Owner. Notwithstanding anything contained herein no force or effect with respect to the contrary, Manager at its option may elect to void such Termination by so notifying Owner within such sixty (60) day period; providedparticular Test Period. Such cancellation, however, that shall not affect the amount that was necessary right of TRS as to have achieved the Performance Termination Threshold or Revenue Index Threshold, as applicable (the “Deficit Amount”) shall be made up each subsequent Test Period to Owner by either (i) Manager’s paying the Deficit Amount to Owner within ten (10) days after such 60-day period (the “Cure Payment”) or (ii) offsetting the Deficit Amount against the Base Management Fees, the Incentive Management Fees and/or other amounts or reimbursements payable to Manager under this Agreement, as Owner may direct. B. Owner’s failure to exercise its right again elect to terminate this Agreement pursuant to this Section 2.02 6.03. If Management Company does not cure, as described above, this Agreement shall terminate in accordance with the Termination Notice. C. Failure of the Hotel to meet the performance tests described in this Section 6.03 shall not be deemed an estoppel a Default or waiver Event of OwnerDefault under this Agreement. D. For purposes of this Section 6.03, the Hotel’s right “Competitive Set” shall mean the following group of hotels: Hilton Providence; Marriott Providence Downtown; Providence Biltmore Hotel; Wyndham Garden Hotel Providence India Point. TRS and Management Company, acting in good faith, shall agree upon a replacement hotel to terminate be included in the Competitive Set during the Term of this Agreement Agreement, as may be reasonably necessary, if (i) any hotel then currently in the Hotel’s Competitive Set is no longer operating at a level substantially equivalent to the service and quality prevailing at the other hotels in the Competitive Set, or (ii) the unavailability of sufficient funding (whether from the Reserve or TRS-Funded Capital Expenditures) at the Hotel results in the then current condition and quality of the Hotel’s elements to be at a competitive disadvantage to other hotels in the Competitive Set (it being understood that subsequent improvements of the condition and quality of the Hotel’s elements would result in reasonable adjustment to the Competitive Set to accurately reflect the Hotel’s placement in the appropriate Competitive Set), or (iii) information with respect to any subsequent such hotel is no longer available through S▇▇▇▇ Travel Research, or similar reporting service in the event or circumstance that could give Owner the right to terminate hereunderS▇▇▇▇ Travel Research reports are no longer available.

Performance Termination. A. After the first Fiscal Year, Owner shall have the option to terminate this Agreement after with respect to any twelve (12) consecutive Accounting Periods month period that begins after May 9, 2008 (the “Performance Termination Period”) with Period”)with respect to which any of the following occursoccur: 1. At any time during the first three (3) years of the Term: a. The Operating Profit for the Performance Termination Period is less than 90% of the Performance Termination Threshold; and b. The Revenue Index of the Hotel during the Performance Termination Period is less than 100% of the Revenue Index Threshold for such Performance Termination Period. 2. At any time following the first three (3) years of the Term: a. The Operating Profit for the Performance Termination Period is less than the Performance Termination ThresholdThreshold for such Performance Termination Period; or b. 2. The Revenue Index of the Hotel during the any Performance Termination Period is less than the Revenue Index Threshold for such Performance Termination Period. Owner shall exercise such option to terminate by serving written notice thereof on Manager no later than sixty (60) days after Owner’s receipt of the last interim accounting under Section 4.01.A for the fourth applicable Accounting Period Statement for Performance Termination Period, and this Agreement shall terminate as of the end of the second (2nd) full Accounting Period following the date on which Manager receives the above-described notice from Owner. Notwithstanding anything contained herein to the contraryforegoing, Manager at its option may elect to void such Termination termination by so notifying Owner within such sixty (60) day period; provided, however, that the amount that was necessary to have achieved the Performance Termination Threshold or Revenue Index Threshold, as applicable (the “Deficit Amount”) shall be made up to Owner by either (i) Manager’s paying the Deficit Amount to Owner within ten (10) days after such 60-day period (the “Cure Payment”) or (ii) offsetting the Deficit Amount against the Base Management Fees, the Incentive Management Fees and/or other amounts or reimbursements payable to Manager under this Agreement, as Owner may direct. B. Owner’s failure to exercise its right to terminate this Agreement pursuant to this Section 2.02 shall not be deemed an estoppel or waiver of Owner’s right to terminate this Agreement with respect to any subsequent event or circumstance that could give Owner the right to terminate hereunder.

Performance Termination. A. Owner TRS shall have the option right to terminate this Agreement after any twelve if: (12i) consecutive Accounting Periods the Hotel fails to achieve Operating Profit equal to or greater than ninety percent (90.0%) of the Operating Profit estimated in the Approved Annual Operating Projection (the “Performance Termination Profit Minimum”) in each of two (2) consecutive Fiscal Years (each 2-consecutive Fiscal Year period being a “Test Period”) with respect to which the following occurs: 1. At ), excluding any time during initial partial Fiscal Year and the first three (3) years of full Fiscal Year after the Term: a. The Operating Profit for the Performance Termination Period is less than 90% of the Performance Termination ThresholdManagement Commencement Date; and b. The Revenue Index (ii) the Hotel fails to maintain ninety percent (90.0%) of the Hotel fair market share of revenue per available room (the “RevPar Threshold”) for the Hotel’s Competitive Set during the Performance Termination same Test Period as reported by S▇▇▇▇ Travel Research (or similar reporting service in the event that S▇▇▇▇ Travel Research reports are no longer available); and (iii) the fact that Management Company is less than 100% failing to meet the tests set forth in (i) and (ii) above is not the result of (a) Force Majeure, (b) any major renovation of the Revenue Index Threshold Hotel, or (c) assessments or tax bills from governmental taxing authorities in excess of amounts included for such Performance Termination Periodassessments or tax bills in the Approved Annual Operating Projection (Management Company and TRS shall in good faith mutually agree in writing upon appropriate adjustments to the Hotel’s Competitive Set that may be necessary from time to time and/or as a result of any such incidence for purposes of determining whether Management Company has failed to achieve the RevPar Threshold); and (iv) the TRS is not in Default at the time that it seeks to terminate the Management Agreement pursuant to this Section. 2. At any time following the first three (3) years of the Term: a. The Operating Profit for the Performance Termination Period is less than the Performance Termination Threshold; or b. The Revenue Index of the Hotel during the Performance Termination Period is less than the Revenue Index Threshold for such Performance Termination Period. Owner shall exercise such B. TRS’s option to terminate shall be exercised by serving written notice thereof on Manager no later than delivering Termination Notice to Management Company within sixty (60) days after Ownerof TRS’s receipt of the last Accounting Period Annual Operating Statement for Performance the second Fiscal Year of the respective Test Period (time being of the essence); TRS shall have waived its right to so terminate for a given Test Period if TRS fails to deliver Termination Notice to Management Company within the 60-day time period. Upon receipt of the Termination Notice, Management Company shall have the right but not the obligation to cure any such failure to achieve Operating Profit equal to the Profit Minimum for a Fiscal Year during the Test Period by paying to TRS the difference between Operating Profit for either of the Fiscal Years in the Test Period and the Profit Minimum within thirty (30) days of Management Company’s receipt of the Termination Notice. Any Fiscal Year for which a cure payment is made shall not be included in any subsequent Test Period. Any cure payment by Management Company shall not be included in the calculation of Gross Revenues. If Management Company exercises its option to make a cure payment, and then TRS’s election to terminate this Agreement shall terminate as be cancelled and of the end of the second (2nd) full Accounting Period following the date on which Manager receives the above-described notice from Owner. Notwithstanding anything contained herein no force or effect with respect to the contrary, Manager at its option may elect to void such Termination by so notifying Owner within such sixty (60) day period; providedparticular Test Period. Such cancellation, however, that shall not affect the amount that was necessary right of TRS as to have achieved the Performance Termination Threshold or Revenue Index Threshold, as applicable (the “Deficit Amount”) shall be made up each subsequent Test Period to Owner by either (i) Manager’s paying the Deficit Amount to Owner within ten (10) days after such 60-day period (the “Cure Payment”) or (ii) offsetting the Deficit Amount against the Base Management Fees, the Incentive Management Fees and/or other amounts or reimbursements payable to Manager under this Agreement, as Owner may direct. B. Owner’s failure to exercise its right again elect to terminate this Agreement pursuant to this Section 2.02 6.03. If Management Company does not cure, as described above, this Agreement shall terminate in accordance with the Termination Notice. C. Failure of the Hotel to meet the performance tests described in this Section 6.03 shall not be deemed an estoppel a Default or waiver Event of OwnerDefault under this Agreement. D. For purposes of this Section 6.03, the Hotel’s right “Competitive Set” shall mean the following group of hotels: Holiday Inn Baltimore Inner Harbor Downtown; Sheraton Hotel Inner Harbor; Days Inn Hotel Baltimore Inner Harbor; Wyndham Baltimore Peabody Court; Lord Baltimore Hotel; Hampton Inn Suites Baltimore Inner Harbor. TRS and Management Company, acting in good faith, shall agree upon a replacement hotel to terminate be included in the Competitive Set during the Term of this Agreement Agreement, as may be reasonably necessary, if (i) any hotel then currently in the Hotel’s Competitive Set is no longer operating at a level substantially equivalent to the service and quality prevailing at the other hotels in the Competitive Set, or (ii) the unavailability of sufficient funding (whether from the Reserve or TRS-Funded Capital Expenditures) at the Hotel results in the then current condition and quality of the Hotel’s elements to be at a competitive disadvantage to other hotels in the Competitive Set (it being understood that subsequent improvements of the condition and quality of the Hotel’s elements would result in reasonable adjustment to the Competitive Set to accurately reflect the Hotel’s placement in the appropriate Competitive Set), or (iii) information with respect to any subsequent such hotel is no longer available through S▇▇▇▇ Travel Research, or similar reporting service in the event or circumstance that could give Owner the right to terminate hereunderS▇▇▇▇ Travel Research reports are no longer available.

Performance Termination. A. Owner shall have the option right to terminate this Agreement after any twelve if: (12i) consecutive Accounting Periods the Hotel fails to achieve Operating Profit equal to or greater than ninety percent (90.0%) of the Operating Profit estimated in the Approved Annual Operating Projection (the “Performance Termination Profit Minimum”) in each of two (2) consecutive Fiscal Years (each 2-consecutive Fiscal Year period being a “Test Period”) with respect to which the following occurs: 1. At ), excluding any time during initial partial Fiscal Year and the first three (3) years of full Fiscal Year after the Term: a. The Operating Profit for the Performance Termination Period is less than 90% of the Performance Termination ThresholdManagement Commencement Date; and b. The Revenue Index (ii) the Hotel fails to maintain ninety percent (90.0%) of the Hotel fair market share of revenue per available room (the “RevPar Threshold”) for the Hotel’s Competitive Set during the Performance Termination same Test Period as reported by S▇▇▇▇ Travel Research (or similar reporting service in the event that S▇▇▇▇ Travel Research reports are no longer available); and (iii) the fact that Management Company is less than 100% failing to meet the tests set forth in (i) and (ii) above is not the result of (a) Force Majeure, (b) any major renovation of the Revenue Index Threshold Hotel, or (c) assessments or tax bills from governmental taxing authorities in excess of amounts included for such Performance Termination Periodassessments or tax bills in the Approved Annual Operating Projection (Management Company and Owner shall in good faith mutually agree in writing upon appropriate adjustments to the Hotel’s Competitive Set that may be necessary from time to time and/or as a result of any such incidence for purposes of determining whether Management Company has failed to achieve the RevPar Threshold); and (iv) the Owner is not in Default at the time that it seeks to terminate the Management Agreement pursuant to this Section. 2. At any time following the first three (3) years of the Term: a. The Operating Profit for the Performance Termination Period is less than the Performance Termination Threshold; or b. The Revenue Index of the Hotel during the Performance Termination Period is less than the Revenue Index Threshold for such Performance Termination Period. Owner shall exercise such B. Owner’s option to terminate shall be exercised by serving written notice thereof on Manager no later than delivering Termination Notice to Management Company within sixty (60) days after of Owner’s receipt of the last Accounting Period Annual Operating Statement for Performance the second Fiscal Year of the respective Test Period (time being of the essence); Owner shall have waived its right to so terminate for a given Test Period if Owner fails to deliver Termination Notice to Management Company within the 60-day time period. Upon receipt of the Termination Notice, Management Company shall have the right but not the obligation to cure any such failure to achieve Operating Profit equal to the Profit Minimum for a Fiscal Year during the Test Period by paying to Owner the difference between Operating Profit for either of the Fiscal Years in the Test Period and the Profit Minimum within thirty (30) days of Management Company’s receipt of the Termination Notice. Any Fiscal Year for which a cure payment is made shall not be included in any subsequent Test Period. Any cure payment by Management Company shall not be included in the calculation of Gross Revenues. If Management Company exercises its option to make a cure payment, and then Owner’s election to terminate this Agreement shall terminate as be cancelled and of the end of the second (2nd) full Accounting Period following the date on which Manager receives the above-described notice from Owner. Notwithstanding anything contained herein no force or effect with respect to the contrary, Manager at its option may elect to void such Termination by so notifying Owner within such sixty (60) day period; providedparticular Test Period. Such cancellation, however, that shall not affect the amount that was necessary right of Owner as to have achieved the Performance Termination Threshold or Revenue Index Threshold, as applicable (the “Deficit Amount”) shall be made up each subsequent Test Period to Owner by either (i) Manager’s paying the Deficit Amount to Owner within ten (10) days after such 60-day period (the “Cure Payment”) or (ii) offsetting the Deficit Amount against the Base Management Fees, the Incentive Management Fees and/or other amounts or reimbursements payable to Manager under this Agreement, as Owner may direct. B. Owner’s failure to exercise its right again elect to terminate this Agreement pursuant to this Section 2.02 6.03. If Management Company does not cure, as described above, this Agreement shall terminate in accordance with the Termination Notice. C. Failure of the Hotel to meet the performance tests described in this Section 6.03 shall not be deemed an estoppel a Default or waiver Event of Default under this Agreement. D. For purposes of this Section 6.03, the Hotel’s “Competitive Set” shall mean the following group of hotels: [insert hotels in the comp set]. Owner and Management Company, acting in good faith, shall agree upon a replacement hotel to be included in the Competitive Set during the Term of this Agreement, as may be reasonably necessary, if (i) any hotel then currently in the Hotel’s Competitive Set is no longer operating at a level substantially equivalent to the service and quality prevailing at the other hotels in the Competitive Set, or (ii) the unavailability of sufficient funding (whether from the Reserve or Owner-Funded Capital Expenditures) at the Hotel results in the then current condition and quality of the Hotel’s right elements to terminate this Agreement be at a competitive disadvantage to other hotels in the Competitive Set (it being understood that subsequent improvements of the condition and quality of the Hotel’s elements would result in reasonable adjustment to the Competitive Set to accurately reflect the Hotel’s placement in the appropriate Competitive Set), or (iii) information with respect to any subsequent such hotel is no longer available through S▇▇▇▇ Travel Research, or similar reporting service in the event or circumstance that could give Owner the right to terminate hereunderS▇▇▇▇ Travel Research reports are no longer available.

Performance Termination. A. Owner TRS shall have the option right to terminate this Agreement after any twelve if: (12i) consecutive Accounting Periods the Hotel fails to achieve Operating Profit equal to or greater than ninety percent (90.0%) of the Operating Profit estimated in the Approved Annual Operating Projection (the “Performance Termination Profit Minimum”) in each of two (2) consecutive Fiscal Years (each 2-consecutive Fiscal Year period being a “Test Period”) with respect to which the following occurs: 1. At ), excluding any time during initial partial Fiscal Year and the first three (3) years of full Fiscal Year after the Term: a. The Operating Profit for the Performance Termination Period is less than 90% of the Performance Termination ThresholdManagement Commencement Date; and b. The Revenue Index (ii) the Hotel fails to maintain ninety percent (90.0%) of the Hotel fair market share of revenue per available room (the “RevPar Threshold”) for the Hotel’s Competitive Set during the Performance Termination same Test Period as reported by S▇▇▇▇ Travel Research (or similar reporting service in the event that S▇▇▇▇ Travel Research reports are no longer available); and (iii) the fact that Management Company is less than 100% failing to meet the tests set forth in (i) and (ii) above is not the result of (a) Force Majeure, (b) any major renovation of the Revenue Index Threshold Hotel, or (c) assessments or tax bills from governmental taxing authorities in excess of amounts included for such Performance Termination Periodassessments or tax bills in the Approved Annual Operating Projection (Management Company and TRS shall in good faith mutually agree in writing upon appropriate adjustments to the Hotel’s Competitive Set that may be necessary from time to time and/or as a result of any such incidence for purposes of determining whether Management Company has failed to achieve the RevPar Threshold); and (iv) the TRS is not in Default at the time that it seeks to terminate the Management Agreement pursuant to this Section. 2. At any time following the first three (3) years of the Term: a. The Operating Profit for the Performance Termination Period is less than the Performance Termination Threshold; or b. The Revenue Index of the Hotel during the Performance Termination Period is less than the Revenue Index Threshold for such Performance Termination Period. Owner shall exercise such B. TRS’s option to terminate shall be exercised by serving written notice thereof on Manager no later than delivering Termination Notice to Management Company within sixty (60) days after Ownerof TRS’s receipt of the last Accounting Period Annual Operating Statement for Performance the second Fiscal Year of the respective Test Period (time being of the essence); TRS shall have waived its right to so terminate for a given Test Period if TRS fails to deliver Termination Notice to Management Company within the 60-day time period. Upon receipt of the Termination Notice, Management Company shall have the right but not the obligation to cure any such failure to achieve Operating Profit equal to the Profit Minimum for a Fiscal Year during the Test Period by paying to TRS the difference between Operating Profit for either of the Fiscal Years in the Test Period and the Profit Minimum within thirty (30) days of Management Company’s receipt of the Termination Notice. Any Fiscal Year for which a cure payment is made shall not be included in any subsequent Test Period. Any cure payment by Management Company shall not be included in the calculation of Gross Revenues. If Management Company exercises its option to make a cure payment, and then TRS’s election to terminate this Agreement shall terminate as be cancelled and of the end of the second (2nd) full Accounting Period following the date on which Manager receives the above-described notice from Owner. Notwithstanding anything contained herein no force or effect with respect to the contrary, Manager at its option may elect to void such Termination by so notifying Owner within such sixty (60) day period; providedparticular Test Period. Such cancellation, however, that shall not affect the amount that was necessary right of TRS as to have achieved the Performance Termination Threshold or Revenue Index Threshold, as applicable (the “Deficit Amount”) shall be made up each subsequent Test Period to Owner by either (i) Manager’s paying the Deficit Amount to Owner within ten (10) days after such 60-day period (the “Cure Payment”) or (ii) offsetting the Deficit Amount against the Base Management Fees, the Incentive Management Fees and/or other amounts or reimbursements payable to Manager under this Agreement, as Owner may direct. B. Owner’s failure to exercise its right again elect to terminate this Agreement pursuant to this Section 2.02 6.03. If Management Company does not cure, as described above, this Agreement shall terminate in accordance with the Termination Notice. C. Failure of the Hotel to meet the performance tests described in this Section 6.03 shall not be deemed an estoppel a Default or waiver Event of OwnerDefault under this Agreement. D. For purposes of this Section 6.03, the Hotel’s right “Competitive Set” shall mean the following group of hotels: []. TRS and Management Company, acting in good faith, shall agree upon a replacement hotel to terminate be included in the Competitive Set during the Term of this Agreement Agreement, as may be reasonably necessary, if (i) any hotel then currently in the Hotel’s Competitive Set is no longer operating at a level substantially equivalent to the service and quality prevailing at the other hotels in the Competitive Set, or (ii) the unavailability of sufficient funding (whether from the Reserve or TRS-Funded Capital Expenditures) at the Hotel results in the then current condition and quality of the Hotel’s elements to be at a competitive disadvantage to other hotels in the Competitive Set (it being understood that subsequent improvements of the condition and quality of the Hotel’s elements would result in reasonable adjustment to the Competitive Set to accurately reflect the Hotel’s placement in the appropriate Competitive Set), or (iii) information with respect to any subsequent such hotel is no longer available through S▇▇▇▇ Travel Research, or similar reporting service in the event or circumstance that could give Owner the right to terminate hereunderS▇▇▇▇ Travel Research reports are no longer available.

Performance Termination. A. Owner TRS shall have the option right to terminate this Agreement after any twelve if: (12i) consecutive Accounting Periods the Hotel fails to achieve Operating Profit equal to or greater than ninety percent (90.0%) of the Operating Profit estimated in the Approved Annual Operating Projection (the “Performance Termination Profit Minimum”) in each of two (2) consecutive Fiscal Years (each 2-consecutive Fiscal Year period being a “Test Period”) with respect to which the following occurs: 1. At ), excluding any time during initial partial Fiscal Year and the first three (3) years of full Fiscal Year after the Term: a. The Operating Profit for the Performance Termination Period is less than 90% of the Performance Termination ThresholdManagement Commencement Date; and b. The Revenue Index (ii) the Hotel fails to maintain ninety percent (90.0%) of the Hotel fair market share of revenue per available room (the “RevPar Threshold”) for the Hotel’s Competitive Set during the Performance Termination same Test Period as reported by S▇▇▇▇ Travel Research (or similar reporting service in the event that S▇▇▇▇ Travel Research reports are no longer available); and (iii) the fact that Management Company is less than 100% failing to meet the tests set forth in (i) and (ii) above is not the result of (a) Force Majeure, (b) any major renovation of the Revenue Index Threshold Hotel, or (c) assessments or tax bills from governmental taxing authorities in excess of amounts included for such Performance Termination Periodassessments or tax bills in the Approved Annual Operating Projection (Management Company and TRS shall in good faith mutually agree in writing upon appropriate adjustments to the Hotel’s Competitive Set that may be necessary from time to time and/or as a result of any such incidence for purposes of determining whether Management Company has failed to achieve the RevPar Threshold); and (iv) the TRS is not in Default at the time that it seeks to terminate the Management Agreement pursuant to this Section. 2. At any time following the first three (3) years of the Term: a. The Operating Profit for the Performance Termination Period is less than the Performance Termination Threshold; or b. The Revenue Index of the Hotel during the Performance Termination Period is less than the Revenue Index Threshold for such Performance Termination Period. Owner shall exercise such B. TRS’s option to terminate shall be exercised by serving written notice thereof on Manager no later than delivering Termination Notice to Management Company within sixty (60) days after Ownerof TRS’s receipt of the last Accounting Period Annual Operating Statement for Performance the second Fiscal Year of the respective Test Period (time being of the essence); TRS shall have waived its right to so terminate for a given Test Period if TRS fails to deliver Termination Notice to Management Company within the 60-day time period. Upon receipt of the Termination Notice, Management Company shall have the right but not the obligation to cure any such failure to achieve Operating Profit equal to the Profit Minimum for a Fiscal Year during the Test Period by paying to TRS the difference between Operating Profit for either of the Fiscal Years in the Test Period and the Profit Minimum within thirty (30) days of Management Company’s receipt of the Termination Notice. Any Fiscal Year for which a cure payment is made shall not be included in any subsequent Test Period. Any cure payment by Management Company shall not be included in the calculation of Gross Revenues. If Management Company exercises its option to make a cure payment, and then TRS’s election to terminate this Agreement shall terminate as be cancelled and of the end of the second (2nd) full Accounting Period following the date on which Manager receives the above-described notice from Owner. Notwithstanding anything contained herein no force or effect with respect to the contrary, Manager at its option may elect to void such Termination by so notifying Owner within such sixty (60) day period; providedparticular Test Period. Such cancellation, however, that shall not affect the amount that was necessary right of TRS as to have achieved the Performance Termination Threshold or Revenue Index Threshold, as applicable (the “Deficit Amount”) shall be made up each subsequent Test Period to Owner by either (i) Manager’s paying the Deficit Amount to Owner within ten (10) days after such 60-day period (the “Cure Payment”) or (ii) offsetting the Deficit Amount against the Base Management Fees, the Incentive Management Fees and/or other amounts or reimbursements payable to Manager under this Agreement, as Owner may direct. B. Owner’s failure to exercise its right again elect to terminate this Agreement pursuant to this Section 2.02 6.03. If Management Company does not cure, as described above, this Agreement shall terminate in accordance with the Termination Notice. C. Failure of the Hotel to meet the performance tests described in this Section 6.03 shall not be deemed an estoppel a Default or waiver Event of OwnerDefault under this Agreement. D. For purposes of this Section 6.03, the Hotel’s right “Competitive Set” shall mean the following group of hotels: Marriott T▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Parkway; Residence Inn S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ County; Courtyard Shelton; Extended Stay America S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ County; Hampton Inn Shelton; H▇▇▇▇▇ Garden Inn S▇▇▇▇▇▇; Springhill Suites Milford; Residence Inn Milford. TRS and Management Company, acting in good faith, shall agree upon a replacement hotel to terminate be included in the Competitive Set during the Term of this Agreement Agreement, as may be reasonably necessary, if (i) any hotel then currently in the Hotel’s Competitive Set is no longer operating at a level substantially equivalent to the service and quality prevailing at the other hotels in the Competitive Set, or (ii) the unavailability of sufficient funding (whether from the Reserve or TRS-Funded Capital Expenditures) at the Hotel results in the then current condition and quality of the Hotel’s elements to be at a competitive disadvantage to other hotels in the Competitive Set (it being understood that subsequent improvements of the condition and quality of the Hotel’s elements would result in reasonable adjustment to the Competitive Set to accurately reflect the Hotel’s placement in the appropriate Competitive Set), or (iii) information with respect to any subsequent such hotel is no longer available through S▇▇▇▇ Travel Research, or similar reporting service in the event or circumstance that could give Owner the right to terminate hereunderS▇▇▇▇ Travel Research reports are no longer available.

Performance Termination. A. Owner TRS shall have the option right to terminate this Agreement after any twelve if: (12i) consecutive Accounting Periods the Hotel fails to achieve Operating Profit equal to or greater than ninety percent (90.0%) of the Operating Profit estimated in the Approved Annual Operating Projection (the “Performance Termination Profit Minimum”) in each of two (2) consecutive Fiscal Years (each 2-consecutive Fiscal Year period being a “Test Period”) with respect to which the following occurs: 1. At ), excluding any time during initial partial Fiscal Year and the first three (3) years of full Fiscal Year after the Term: a. The Operating Profit for the Performance Termination Period is less than 90% of the Performance Termination ThresholdManagement Commencement Date; and b. The Revenue Index (ii) the Hotel fails to maintain ninety percent (90.0%) of the Hotel fair market share of revenue per available room (the “RevPar Threshold”) for the Hotel’s Competitive Set during the Performance Termination same Test Period as reported by S▇▇▇▇ Travel Research (or similar reporting service in the event that S▇▇▇▇ Travel Research reports are no longer available); and (iii) the fact that Management Company is less than 100% failing to meet the tests set forth in (i) and (ii) above is not the result of (a) Force Majeure, (b) any major renovation of the Revenue Index Threshold Hotel, or (c) assessments or tax bills from governmental taxing authorities in excess of amounts included for such Performance Termination Periodassessments or tax bills in the Approved Annual Operating Projection (Management Company and TRS shall in good faith mutually agree in writing upon appropriate adjustments to the Hotel’s Competitive Set that may be necessary from time to time and/or as a result of any such incidence for purposes of determining whether Management Company has failed to achieve the RevPar Threshold); and (iv) the TRS is not in Default at the time that it seeks to terminate the Management Agreement pursuant to this Section. 2. At any time following the first three (3) years of the Term: a. The Operating Profit for the Performance Termination Period is less than the Performance Termination Threshold; or b. The Revenue Index of the Hotel during the Performance Termination Period is less than the Revenue Index Threshold for such Performance Termination Period. Owner shall exercise such B. TRS’s option to terminate shall be exercised by serving written notice thereof on Manager no later than delivering Termination Notice to Management Company within sixty (60) days after Ownerof TRS’s receipt of the last Accounting Period Annual Operating Statement for Performance the second Fiscal Year of the respective Test Period (time being of the essence); TRS shall have waived its right to so terminate for a given Test Period if TRS fails to deliver Termination Notice to Management Company within the 60-day time period. Upon receipt of the Termination Notice, Management Company shall have the right but not the obligation to cure any such failure to achieve Operating Profit equal to the Profit Minimum for a Fiscal Year during the Test Period by paying to TRS the difference between Operating Profit for either of the Fiscal Years in the Test Period and the Profit Minimum within thirty (30) days of Management Company’s receipt of the Termination Notice. Any Fiscal Year for which a cure payment is made shall not be included in any subsequent Test Period. Any cure payment by Management Company shall not be included in the calculation of Gross Revenues. If Management Company exercises its option to make a cure payment, and then TRS’s election to terminate this Agreement shall terminate as be cancelled and of the end of the second (2nd) full Accounting Period following the date on which Manager receives the above-described notice from Owner. Notwithstanding anything contained herein no force or effect with respect to the contrary, Manager at its option may elect to void such Termination by so notifying Owner within such sixty (60) day period; providedparticular Test Period. Such cancellation, however, that shall not affect the amount that was necessary right of TRS as to have achieved the Performance Termination Threshold or Revenue Index Threshold, as applicable (the “Deficit Amount”) shall be made up each subsequent Test Period to Owner by either (i) Manager’s paying the Deficit Amount to Owner within ten (10) days after such 60-day period (the “Cure Payment”) or (ii) offsetting the Deficit Amount against the Base Management Fees, the Incentive Management Fees and/or other amounts or reimbursements payable to Manager under this Agreement, as Owner may direct. B. Owner’s failure to exercise its right again elect to terminate this Agreement pursuant to this Section 2.02 6.03. If Management Company does not cure, as described above, this Agreement shall terminate in accordance with the Termination Notice. C. Failure of the Hotel to meet the performance tests described in this Section 6.03 shall not be deemed an estoppel a Default or waiver Event of Owner’s right to terminate Default under this Agreement with respect to any subsequent event or circumstance that could give Owner the right to terminate hereunderAgreement.

Performance Termination. A. Owner TRS shall have the option right to terminate this Agreement after any twelve if: (12i) consecutive Accounting Periods the Hotel fails to achieve Operating Profit equal to or greater than ninety percent (90.0%) of the Operating Profit estimated in the Approved Annual Operating Projection (the “Performance Termination Profit Minimum”) in each of two (2) consecutive Fiscal Years (each 2-consecutive Fiscal Year period being a “Test Period”) with respect to which the following occurs: 1. At ), excluding any time during initial partial Fiscal Year and the first three (3) years of full Fiscal Year after the Term: a. The Operating Profit for the Performance Termination Period is less than 90% of the Performance Termination ThresholdManagement Commencement Date; and b. The Revenue Index (ii) the Hotel fails to maintain ninety percent (90.0%) of the Hotel fair market share of revenue per available room (the “RevPar Threshold”) for the Hotel’s Competitive Set during the Performance Termination same Test Period as reported by S▇▇▇▇ Travel Research (or similar reporting service in the event that S▇▇▇▇ Travel Research reports are no longer available); and (iii) the fact that Management Company is less than 100% failing to meet the tests set forth in (i) and (ii) above is not the result of (a) Force Majeure, (b) any major renovation of the Revenue Index Threshold Hotel, or (c) assessments or tax bills from governmental taxing authorities in excess of amounts included for such Performance Termination Periodassessments or tax bills in the Approved Annual Operating Projection (Management Company and TRS shall in good faith mutually agree in writing upon appropriate adjustments to the Hotel’s Competitive Set that may be necessary from time to time and/or as a result of any such incidence for purposes of determining whether Management Company has failed to achieve the RevPar Threshold); and (iv) the TRS is not in Default at the time that it seeks to terminate the Management Agreement pursuant to this Section. 2. At any time following the first three (3) years of the Term: a. The Operating Profit for the Performance Termination Period is less than the Performance Termination Threshold; or b. The Revenue Index of the Hotel during the Performance Termination Period is less than the Revenue Index Threshold for such Performance Termination Period. Owner shall exercise such B. TRS’s option to terminate shall be exercised by serving written notice thereof on Manager no later than delivering Termination Notice to Management Company within sixty (60) days after Ownerof TRS’s receipt of the last Accounting Period Annual Operating Statement for Performance the second Fiscal Year of the respective Test Period (time being of the essence); TRS shall have waived its right to so terminate for a given Test Period if TRS fails to deliver Termination Notice to Management Company within the 60-day time period. Upon receipt of the Termination Notice, Management Company shall have the right but not the obligation to cure any such failure to achieve Operating Profit equal to the Profit Minimum for a Fiscal Year during the Test Period by paying to TRS the difference between Operating Profit for either of the Fiscal Years in the Test Period and the Profit Minimum within thirty (30) days of Management Company’s receipt of the Termination Notice. Any Fiscal Year for which a cure payment is made shall not be included in any subsequent Test Period. Any cure payment by Management Company shall not be included in the calculation of Gross Revenues. If Management Company exercises its option to make a cure payment, and then TRS’s election to terminate this Agreement shall terminate as be cancelled and of the end of the second (2nd) full Accounting Period following the date on which Manager receives the above-described notice from Owner. Notwithstanding anything contained herein no force or effect with respect to the contrary, Manager at its option may elect to void such Termination by so notifying Owner within such sixty (60) day period; providedparticular Test Period. Such cancellation, however, that shall not affect the amount that was necessary right of TRS as to have achieved the Performance Termination Threshold or Revenue Index Threshold, as applicable (the “Deficit Amount”) shall be made up each subsequent Test Period to Owner by either (i) Manager’s paying the Deficit Amount to Owner within ten (10) days after such 60-day period (the “Cure Payment”) or (ii) offsetting the Deficit Amount against the Base Management Fees, the Incentive Management Fees and/or other amounts or reimbursements payable to Manager under this Agreement, as Owner may direct. B. Owner’s failure to exercise its right again elect to terminate this Agreement pursuant to this Section 2.02 6.03. If Management Company does not cure, as described above, this Agreement shall terminate in accordance with the Termination Notice. C. Failure of the Hotel to meet the performance tests described in this Section 6.03 shall not be deemed an estoppel a Default or waiver Event of OwnerDefault under this Agreement. D. For purposes of this Section 6.03, the Hotel’s right “Competitive Set” shall mean the following group of hotels: Wyndham Peachtree Conference Center; Marriott Evergreen Conference Resort; Dolce Atlanta Peachtree; Emory Conference Center Hotel; Hilton Atlanta Marietta Hotel & Conference Center; The Georgian Terrace. TRS and Management Company, acting in good faith, shall agree upon a replacement hotel to terminate be included in the Competitive Set during the Term of this Agreement Agreement, as may be reasonably necessary, if (i) any hotel then currently in the Hotel’s Competitive Set is no longer operating at a level substantially equivalent to the service and quality prevailing at the other hotels in the Competitive Set, or (ii) the unavailability of sufficient funding (whether from the Reserve or TRS-Funded Capital Expenditures) at the Hotel results in the then current condition and quality of the Hotel’s elements to be at a competitive disadvantage to other hotels in the Competitive Set (it being understood that subsequent improvements of the condition and quality of the Hotel’s elements would result in reasonable adjustment to the Competitive Set to accurately reflect the Hotel’s placement in the appropriate Competitive Set), or (iii) information with respect to any subsequent such hotel is no longer available through S▇▇▇▇ Travel Research, or similar reporting service in the event or circumstance that could give Owner the right to terminate hereunderS▇▇▇▇ Travel Research reports are no longer available.