Common use of PIPS Clause in Contracts

PIPS. (a) Lender’s consent shall be required in connection with any modification or amendment to any PIP Plan, PIP Budget, or PIP Completion Date, as set forth on Exhibits P-1, P-2, and P-3, respectively, attached hereto and made a part hereof, provided, however, that any modification or amendment accepted by the applicable Franchisor shall be deemed approved by Lender so long as (i) no Event of Default shall have occurred and be continuing, (ii) such modification or amendment shall not serve to increase any PIP Budget, increase the obligations of any Borrower or accelerate the time limits prescribed therein without Lender approval and (iii) in all cases, Borrower shall provide prior written notice of all such modifications or amendments. Each Borrower shall (x) take all necessary action to diligently complete in a manner acceptable to the applicable Franchisor the PIP Alterations applicable to such Borrower’s Property as contemplated under the applicable PIP Plan and in accordance with the applicable PIP Budget on or before the PIP Completion Date, as any of the same may have been modified or amended in accordance with the foregoing sentence, provided, however, in the case of any PIP Plan having a budget in excess of $15,000.00 per room, Lender shall be entitled to inspect such PIP Alterations for the purpose of determining such completion. Such Borrower shall deliver to Lender within forty–five (45) days following the completion of the applicable PIP Plan evidence reasonably satisfactory to Lender that the applicable Franchisor has accepted the PIP Alterations applicable to such Borrower’s Property as complete. (b) Subject to Lender’s required approval of any modification to the PIP Budget attached to this Agreement in accordance with clause (a), above, ninety (90) days prior to Borrower’s commencement of any work related to a PIP Plan at any Property, but in no event later than ninety (90) days prior to the “PIP Commencement Date” identified in the applicable PIP Plan, Borrower shall deliver to Lender a detailed PIP Budget showing line-item detail reasonably acceptable to Lender in respect of such PIP Plan. (c) In the event that Lender receives notice from a Franchisor under a Franchise Agreement that a Borrower has failed to complete the required PIP Alteration Work applicable to such Borrower’s Property by the applicable PIP Completion Date, Lender may (after notice and a reasonable cure period not to exceed sixty (60) days unless Lender reasonably determines that a shorter period is necessary to avoid any default or termination of the Franchise Agreement) elect to complete such PIP Alteration Work, and Borrower shall reimburse Lender upon demand for all sums expended by Lender in connection with such completion of the PIP Alteration Work. Any amount expended by Lender to complete any PIP Alteration Work shall be a protective advance and shall be secured by the Security Instrument. (d) Borrowers shall give Lender prompt written notice of any demand from a Franchisor for an amendment to a PIP Plan, and any demand from a Franchisor for any repairs, maintenance, alterations, or improvements required to comply with a Franchise Agreement.

PIPS. (a) Lender’s consent shall be required in connection with any modification or amendment to any PIP Plan, PIP Budget, or PIP Completion Date, as set forth on Exhibits P-1, P-2, and P-3, respectively, attached hereto and made a part hereof, provided, however, that any modification or amendment accepted by the applicable Franchisor shall be deemed approved by Lender so long as (i) no Event of Default shall have occurred and be continuing, (ii) such modification or amendment shall not serve to (A) increase any PIP BudgetBudget by more than five percent (5%) of the total amount of such PIP Budget (provided Borrower shall have made a deposit into the PIP Reserve in the amount of any such increase prior to effecting such modification or amendment), (B) accelerate any time limits prescribed therein by more than thirty (30) days provided that Borrower shall have given Lender sixty (60) days written notice prior to such acceleration and such acceleration shall not change the calendar quarter in which Borrower’s obligations to perform all or any portion of the PIP Work thereunder shall become due or (C) otherwise increase the obligations of any Borrower or accelerate the time limits prescribed therein in any material respect, in each case, without Lender approval approval, and (iii) in all cases, Borrower shall provide prior written notice of all such modifications or amendments. Each Borrower shall (x) take all necessary action to diligently complete in a manner acceptable to the applicable Franchisor the PIP Alterations applicable to such Borrower’s Property as contemplated under the applicable PIP Plan and in accordance with the applicable PIP Budget on or before the PIP Completion Date, as any of the same may have been modified or amended in accordance with the foregoing sentence, provided, however, in the case of any PIP Plan having a budget in excess of $15,000.00 per room, Lender shall be entitled to inspect such PIP Alterations for the purpose of determining such completion. Such Borrower shall deliver to Lender within forty–five as promptly as practicable, but in no event more than one hundred eighty (45180) days following the completion of the applicable PIP Plan Plan, evidence reasonably satisfactory to Lender that the applicable Franchisor has accepted the PIP Alterations applicable to such Borrower’s Property as complete. (b) Subject to Lender’s required approval of any modification to the PIP Budget attached to this Agreement in accordance with clause (a), above, ninety sixty (9060) days prior to Borrower’s commencement of any work related to a PIP Plan at any Property, but in no event later than ninety sixty (9060) days prior to the “PIP Commencement Date” identified in the applicable PIP Plan, Borrower shall deliver to Lender a detailed PIP Budget showing line-item detail reasonably acceptable to Lender in respect of such PIP Plan. The Closing-Approved PIP Budgets, in the form attached to and made part of Schedule P-2, are hereby approved by Lender. (c) In the event that Lender receives notice from a Franchisor under a Franchise Agreement that a Borrower has failed to complete the required PIP Alteration Work applicable to such Borrower’s Property by the applicable PIP Completion DateDate (subject to any force majeure event and/or cure period expressly provided for under the applicable PIP Plan or Franchise Agreement), Lender may (after notice and a reasonable cure period not to exceed sixty (60) days unless Lender reasonably determines that a shorter period is necessary to avoid any default or termination of the Franchise Agreement) elect to complete such PIP Alteration Work, and Borrower shall reimburse Lender upon demand for all sums expended by Lender in connection with such completion of the PIP Alteration Work. Any amount expended by Lender to complete any PIP Alteration Work shall be a protective advance and shall be secured by the Security Instrument. (d) Borrowers shall give Lender prompt written notice of any demand from a Franchisor for an amendment to a PIP Plan, and any demand from a Franchisor for any repairs, maintenance, alterations, or improvements required to comply with a Franchise Agreement.