agrees to, (1) the Application, (2) the MPA Addendum, (3) the Fee Schedule (including the Interchange Rate Schedule and Debit Network Fee Schedule), (4) the Your Payments Acceptance Guide, and (5) these Terms and Conditions.

EXHIBIT G-5-1

IHG DIRECT PARTICIPATION AGREEMENT

This Participation Agreement ("Participation Agreement") is made between Six Continents Hotels, Inc., a Delaware corporation ("IHG") and you (the "Participating Property").

WHEREAS, IHG has negotiated contracts with certain suppliers of goods and services through relationship with group purchasing organizations and numerous other suppliers and distributors of goods and services ("Supplier or Suppliers").

WHEREAS, IHG and Suppliers have agreed in certain instances that IHG may provide these goods and services to Participating Properties and the vehicle for doing so shall be entering into this Participation Agreement between IHG and the Participating Property.

NOW, THEREFORE, in consideration of the recitals above and the mutual covenants and obligations in this Participation Agreement, IHG and the Participating Property acknowledge and agree as follows:

• Services. IHG shall facilitate the provision to the Participating Property of the services identified on Exhibit 1 hereto ("Services") and further described in this Participation Agreement in accordance with the terms of this Participation Agreement. Participating Property agrees that it shall use the Services only as explicitly set forth in this Participation Agreement, including but not limited to limiting the use of Services to the specific property or properties set out in Exhibit 1.

• 1. Payments. Following the installation and acceptance of the Services by the Participating Property, IHG shall delivery an invoice to the Participating Property for the charges due for the provision of such Services (which may include charges for installation and other required set up). Unless otherwise set forth on Exhibit 1, all invoiced amounts shall be due immediately upon receipt and payment shall be made to IHG within fifteen (15) days from the receipt of invoice. IHG reserves the right in its sole reasonable discretion to assess a fee up to [three percent (3%)] of all purchased made hereunder.
  • a. As it relates to payments that the Participating Property owes to IHG hereunder, the Participating Property acknowledges and agrees that it is solely responsible to promptly and fully communicate to IHG the expected date by which the Participating Property will be ready for fiber, equipment and other installation required in connection with the provision of Services ("Site Ready Date"). In the event that the Participating Property misses or changes the Site Ready Date after IHG has communicated the Site Ready Date to the Supplier or the Supplier cannot reasonably access the site for the installation (collectively "Customer Not Ready or CNR"), the Participating Property may be assessed a fee in connection thereto, and such fee shall be paid as a part of the payment obligation to IHG as described herein.
  • b. In addition, if the Participating Property cancels the required installation for the provision of Services hereunder ("Site Cancellation"), the Participating Property may be assessed a cancellation fee in connection with the Site Cancellation ("Cancellation Fee"), and the Participating Property shall be responsible for the payment of such Cancellation Fee to IHG when due.

• c. For the purposes of this Participation Agreement, "Customer Not Ready" or "CNR" is defined as when the Participating Property's demarcation point (i) is not reasonably available or otherwise ready for fiber delivery from the Supplier; (ii) is still under construction; (iii) does not have permanent power sources; (iv) secured with a door and lock; or (v) does not have fiber panel or rack unit ready in the location previously communicated to IHG or to the Supplier.

Source: Item 23 — Receipts (FDD pages 100–424)