Common use of PIP Reserve Funds Clause in Contracts

PIP Reserve Funds. (a) Borrower shall deposit into an Eligible Account held by Lender or Lender’s agent (the “PIP Reserve Account”) (i) on the Closing Date, $0 for the applicable Individual Properties specified on Schedule 9.9 for the remaining 2018 budgeted costs of the Scheduled PIPs and (ii) unless Guarantor has provided a PIP Guaranty, on (y) the date that any PIP other than the Scheduled PIP, including, without limitation, any PIP relating to a Replacement Management Agreement and/or Replacement Franchise Agreement (the “New PIP”) is imposed by a Franchisor or Manager, the PIP Required Deposit for such New PIP and (z) on the first Business Day of each calendar year thereafter, an amount equal to the PIP Required Deposit (any such deposits to the PIP Reserve Account described in clauses (i) and (ii) above shall hereinafter be referred to, collectively, as the “PIP Reserve Deposits”. Amounts held in the PIP Reserve Account are herein referred to as the “PIP Reserve Funds”. In lieu of making any of the PIP Reserve Deposits in cash, Borrower shall be entitled to, at its option, deposit with Lender a Letter of Credit in the amount of such applicable PIP Reserve Deposit. The aggregate amount of PIP Reserve Funds and the notional amount of any such Letter of Credit delivered for any PIP Reserve Deposits shall not exceed the remaining cost of any PIP as reasonably determined by Lender, and any such excess shall be promptly released to Borrower or, in the case of a Letter of Credit, the amount thereof shall be reduced.

PIP Reserve Funds. (a) Borrower shall deposit into an Eligible Account held by Lender or Lender’s agent (the “PIP Reserve Account”) (i) on the Closing Date, $0 7,437,050.00 for the applicable Individual Properties specified on Schedule 9.9 amounts due under the Franchise Agreement extension for the remaining 2018 budgeted costs of the Scheduled PIPs and Individual Property known as “Residence Inn Hartford Manchester”, (ii) unless Guarantor has provided a PIP Guarantytwelve (12) months prior to the expiration of any Franchise Agreement, on (x) to the extent such amounts have been determined, all amounts due by Borrower or Operating Lessee under such Franchise Agreement extension, and (y) to the extent such amounts have not been determined in such twelve (12) month period, Fifteen Thousand and 00/100 Dollars ($15,000.00) per key per applicable Individual Property until such amounts have been determined and deposited into the PIP Reserve Account (and, for the avoidance of doubt, if the foregoing deposits are insufficient to cover the PIP once such amounts are determined, Borrower or Operating Lessee shall immediately deposit the difference into the PIP Reserve Account), and (iii) (x) to the extent not duplicative of the amounts in clause (ii) hereof, on the date that any PIP other than the Scheduled PIP, including, without limitation, any PIP relating to a Replacement Management Agreement and/or Replacement Franchise Agreement (the “New PIP”) is imposed by a Franchisor or Manager, the PIP Required Deposit for such New PIP and (zy) on the first Business Day of each calendar year thereafter, an amount equal to the PIP Required Deposit (any such deposits to the PIP Reserve Account described in clauses (i), (ii) and (iiiii) above shall hereinafter be referred to, collectively, as the “PIP Reserve Deposits”. Amounts held in the PIP Reserve Account are herein referred to as the “PIP Reserve Funds”. In lieu of making any of the PIP Reserve Deposits in cash, Borrower shall be entitled to, at its option, deposit with Lender a Letter of Credit in the amount of such applicable PIP Reserve Deposit. The aggregate amount of PIP Reserve Funds and the notional amount of any such Letter of Credit delivered for any PIP Reserve Deposits shall not exceed the remaining cost of any PIP as reasonably determined by Lender, and any such excess shall be promptly released to Borrower or, in the case of a Letter of Credit, the amount thereof shall be reduced. If at any time Lender reasonably determines that the PIP Reserve Funds are not or will not be sufficient to pay for all budgeted expenditures for the then current calendar year for each PIP, Lender shall notify Borrower of any such determination and Borrower shall pay to Lender any amount required by Lender to make up the deficiency within ten (10) days after notice from Lender to Borrower requesting payment thereof.

PIP Reserve Funds. (a) Borrower shall deposit into an Eligible Account held by Lender or Lender’s agent (the “PIP Reserve Account”) (i) on the Closing Date, $0 for the applicable Individual Properties specified on Schedule 9.9 for the remaining 2018 budgeted costs of the Scheduled PIPs and (ii) unless Guarantor has provided a PIP Guaranty, on (y) the date that any PIP other than the Scheduled PIP, including, without limitation, any PIP relating to a Replacement Management Agreement and/or Replacement Franchise Agreement (the “New PIP”) is imposed by a Franchisor or Manager, the PIP Required Deposit for such New PIP and (z) on the first Business Day of each calendar year thereafter, an amount equal to the PIP Required Deposit (any such deposits to the PIP Reserve Account described in clauses (i) and (ii) above shall hereinafter be referred to, collectively, as the “PIP Reserve Deposits”. Amounts held in the PIP Reserve Account are herein referred to as the “PIP Reserve Funds”. In lieu of making any of the PIP Reserve Deposits in cash, Borrower shall be entitled to, at its option, deposit with Lender a Letter of Credit in the amount of such applicable PIP Reserve Deposit. The aggregate amount of PIP Reserve Funds and the notional amount of any such Letter of Credit delivered for any PIP Reserve Deposits shall not exceed the remaining cost of any PIP as 105 reasonably determined by Lender, and any such excess shall be promptly released to Borrower or, in the case of a Letter of Credit, the amount thereof shall be reduced.

PIP Reserve Funds. (a) Borrower shall deposit into an Eligible Account held by Lender or Lender’s agent (the “PIP Reserve Account”) (i) on the Closing Date, $0 0.00 for the applicable Individual Properties specified on Schedule 9.9 for the remaining 2018 budgeted costs of the Scheduled PIPs and (ii) unless Guarantor has provided a PIP Guaranty, on (y) the date that any PIP other than the Scheduled PIP, including, without limitation, any PIP relating to a Replacement Management Agreement and/or Replacement Franchise Agreement (the “New PIP”) is imposed by a Franchisor or Manager, the PIP Required Deposit for such New PIP and (z) on the first Business Day of each calendar year thereafter, an amount equal to the PIP Required Deposit (any such deposits to the PIP Reserve Account described in clauses (i) and (ii) above shall hereinafter be referred to, collectively, as the “PIP Reserve Deposits”. Amounts held in the PIP Reserve Account are herein referred to as the “PIP Reserve Funds”. In lieu of making any of the PIP Reserve Deposits in cash, Borrower shall be entitled to, at its option, deposit with Lender a Letter of Credit in the amount of such applicable PIP Reserve Deposit. The aggregate amount of PIP Reserve Funds and the notional amount of any such Letter of Credit delivered for any PIP Reserve Deposits shall not exceed the remaining cost of any PIP as reasonably determined by Lender, and any such excess shall be promptly released to Borrower or, in the case of a Letter of Credit, the amount thereof shall be reduced.

PIP Reserve Funds. (a) Borrower shall deposit into an Eligible Account held by Lender or Lender’s agent (the “PIP Reserve Account”) with Agent (i) on or prior to the date which is one hundred eighty (180) days after the Closing Date, the sum of $0 for 3,346,500.00 (the applicable Individual Properties specified “Required PIP Reserve Funds Amount”) on Schedule 9.9 for the remaining 2018 budgeted costs account of the Scheduled PIPs PIP Work anticipated to be completed during the term of the Loan and (ii) unless Guarantor has provided a to the extent the PIP GuarantyReserve Funds will be insufficient to pay the then estimated costs for any PIP Work (as estimated by Agent in its reasonable discretion), on the applicable PIP Deposit (yA) in the case of any existing or renewal Franchise Agreement, prior to the effective date that any PIP other than is imposed thereunder and (B) in the Scheduled PIPcase of any new Franchise Agreement, including, without limitation, any PIP relating on or prior to a Replacement Management Agreement and/or Replacement the date such new Franchise Agreement (is executed and delivered. For the “New PIP”) is imposed by a Franchisor or Manageravoidance of doubt, the Required PIP Reserve Funds Amount shall be deposited with Agent, in whole or in part, on each Monthly Payment Date that occurs within the one hundred eighty (180) day period immediately following the Closing Date via the waterfall set forth in Section 3.5 hereof; provided, however, that an amount equal to (x) the Required Deposit for such New PIP Reserve Funds Amount minus (y) all amounts previously deposited with Agent as PIP Reserve Funds shall be immediately due and (z) payable by Borrower on the first Business Day of each calendar year thereafterdate which is one hundred eighty (180) days after the Closing Date. As used herein, “PIP Deposit” shall mean, with respect to any PIP, an amount equal to 110% of the excess, if any, of (I) the costs of the related PIP Required Deposit Work as estimated by Agent in its reasonable discretion (which such cost shall be exclusive of the cost of any such deposits to PIP Work which is duplicative of any Approved FF&E for which adequate FF&E Reserve Funds exist hereunder (as reasonably determined by Agent) (the “Duplicative FF&E”)) over (II) the then remaining PIP Reserve Account described in clauses (i) and (ii) above shall hereinafter be referred to, collectively, as the “PIP Reserve Deposits”Funds. Amounts held in the PIP Reserve Account deposited with Agent pursuant to this Section 4.5(a) are herein referred to herein as the “PIP Reserve Funds”. In lieu .” (b) Subject to the terms and conditions of making any this Section 4.5, Agent shall make disbursements from the PIP Reserve Funds as requested by Borrower (but not more than once in each calendar quarter) to reimburse Borrower for Xxxxxxxx’s actual, out-of-pocket costs and expenses incurred solely in connection with the performance of the related PIP Work; provided that: (i) such request is made (A) on a form of draw request specified or approved by Agent and which shall at a minimum set forth (1) a general description of the PIP Reserve Deposits Work for which such disbursement is requested and (2) the accuracy of the invoices, to be attached thereto, which shall provide the quantity and price of each item purchased, if the PIP Work includes the purchase or replacement of specific items (such as appliances) and the price of all materials (grouped by type or category) used in cashany item of PIP Work other than the purchase or replacement of specific items and the cost of all contracted labor or other services applicable to each item of PIP Work for which such request for disbursement is made and (B) at least ten (10) days prior to the date on which Borrower requests such disbursement be made; (ii) on the date such request is received by Agent and on the date such disbursement is to be made, Borrower no Event of Default shall be entitled to, exist and remain uncured; (iii) at its Agent’s option, deposit with Lender a Letter Agent shall have verified (by an inspection conducted at Borrower’s expense) performance of Credit in the amount of associated PIP Work; (iv) the request for disbursement is accompanied by (A) an Officer’s Certificate certifying that (1) such applicable PIP Reserve Deposit. The aggregate amount of PIP Reserve Funds and the notional amount of any such Letter of Credit delivered for any PIP Reserve Deposits shall not exceed the remaining cost of any PIP as reasonably determined by Lender, and any such excess shall funds will be promptly released used to Borrower or, in the case of a Letter of Credit, the amount thereof shall be reduced.reimburse

PIP Reserve Funds. (a) Borrower shall deposit into an Eligible Account held by Lender or Lender’s agent (the “PIP Reserve Account”) (i) on the Closing Date, $0 5,126,176.00 for the applicable Individual Properties specified on Schedule 9.9 for the remaining 2018 budgeted costs of the Scheduled PIPs and (ii) unless Guarantor has provided a PIP Guaranty, on (y) the date that any PIP other than the Scheduled PIP, including, without limitation, any PIP relating to a Replacement Management Agreement and/or Replacement Franchise Agreement (the “New PIP”) is imposed by a Franchisor or Manager, the PIP Required Deposit for such New PIP and (z) on the first Business Day of each calendar year thereafter, an amount equal to the PIP 109 Required Deposit (any such deposits to the PIP Reserve Account described in clauses (i) and (ii) above shall hereinafter be referred to, collectively, as the “PIP Reserve Deposits”. Amounts held in the PIP Reserve Account are herein referred to as the “PIP Reserve Funds”. In lieu of making any of the PIP Reserve Deposits in cash, Borrower shall be entitled to, at its option, deposit with Lender a Letter of Credit in the amount of such applicable PIP Reserve Deposit. The aggregate amount of PIP Reserve Funds and the notional amount of any such Letter of Credit delivered for any PIP Reserve Deposits shall not exceed the remaining cost of any PIP as reasonably determined by Lender, and any such excess shall be promptly released to Borrower or, in the case of a Letter of Credit, the amount thereof shall be reduced.