Common use of Funding Commitment Clause in Contracts

Funding Commitment. (a) PHIL agrees to loan, advance or otherwise make available to the Company funds in an amount sufficient to pay the Debt Tender Offer Consideration (the "Funds"), on terms no less favorable to the Company than if the Funds were obtained from a person or company dealing at arm's length with the Company, which Funds shall be used by the Company for the express purpose of paying the Debt Tender Offer Consideration. The obligation of PHIL to loan, advance or otherwise make available to the Company the Funds shall be subject to the receipt by PHIL of a duly executed Debt Tender Offer Funding Notice, the form of which is attached hereto as Annex A, and the satisfaction or waiver of the conditions set forth on Annex B hereto. Upon receipt of a duly executed Debt Tender Offer Funding Notice and the satisfaction or waiver of the conditions set forth on Annex B hereto, PHIL shall promptly and, in any event, within two business days, transmit or cause the transmission of the Funds, in immediately available funds, to the account specified in such Notice. Concurrently with such funding, the Company agrees to execute and deliver to PHIL such documents or instruments evidencing such funding as shall be mutually agreed upon. (b) PHIL shall be responsible for the payment of, and shall pay or cause to be paid for, the Debt Tender Offer Expenses as and when the Debt Tender Offer Expenses (or any portion thereof) become due and payable (after taking into account any grace periods and extensions). Notwithstanding the foregoing, PHIL may elect to provide to the Company the neces▇▇▇▇ ▇▇▇ds to fund all or a portion of the Debt Tender Offer Expenses and the Company shall make such payments directly, which for the avoidance of doubt shall not obviate the obligation of PHIL for the satisfaction of the Debt Tender Offer Expenses to the extent not so satisfied with the funds provided by PHIL for such purpose. The Company agrees that it will not enter into or amend or modify any agreements, arrangements or understandings related to the Debt Tender Offer fees and expenses, except (i) for those agreements or arrangements discussed in the second-to-last WHEREAS clause above (existing as of their respective dates), and (ii) as otherwise expressly agreed in writing by PHIL.

Funding Commitment. In the event that Owner delivers its written approval of Developer’s construction of any New Improvements in accordance with Section 2.2 hereof, then Owner shall be committed to fund hard costs of construction of New Improvements actually incurred by Developer, including (i) hard costs incurred by Developer prior to the date hereof and (ii) through the use of funds in the hard cost contingency Line Item of the Budget, in accordance with, and subject to, the terms and conditions set forth in this Agreement (“Owner’s Commitment”), including, without limitation, the following terms and conditions (collectively, “Owner’s Commitment Conditions”): (a) PHIL agrees Owner shall only be obligated to loan, advance or otherwise make available fund amounts which are intended to the Company funds in an amount sufficient to pay the Debt Tender Offer Consideration (the "Funds"), on terms no less favorable to the Company than if the Funds were obtained from a person or company dealing at arm's length with the Company, which Funds shall be used by the Company for the express purpose of paying the Debt Tender Offer Consideration. The obligation of PHIL to loan, advance or otherwise make available to the Company the Funds shall be subject to the receipt by PHIL of a duly executed Debt Tender Offer Funding Notice, the form of which is attached hereto as Annex Aapplied toward, and the satisfaction or waiver of the conditions set forth on Annex B hereto. Upon receipt of a duly executed Debt Tender Offer Funding Notice and the satisfaction or waiver of the conditions set forth on Annex B heretoDeveloper shall apply amounts funded by Owner pursuant to this Section 3 toward, PHIL shall promptly and, in any event, within two business days, transmit or cause the transmission of the Funds, in immediately available funds, to the account specified in such Notice. Concurrently with such funding, the Company agrees to execute and deliver to PHIL such documents or instruments evidencing such funding as shall be mutually agreed upon. (b) PHIL shall be responsible for the payment of, and shall pay or cause to be paid for, the Debt Tender Offer Expenses as and when the Debt Tender Offer Expenses (or any portion thereof) become due and payable (after taking into account any grace periods and extensions). Notwithstanding the foregoing, PHIL may elect to provide to the Company the neces▇▇▇▇ ▇▇▇ds to fund all or a portion of the Debt Tender Offer Expenses and the Company shall make such payments directly, which for the avoidance of doubt shall not obviate the obligation of PHIL for the satisfaction of the Debt Tender Offer Expenses to the extent not so satisfied with the funds provided by PHIL for such purpose. The Company agrees that it will not enter into or amend or modify any agreements, arrangements or understandings related to the Debt Tender Offer fees and expenses, except (i) for those agreements or arrangements discussed hard costs of construction of New Improvements which are included within the Budget and constructed in accordance with the second-to-last WHEREAS clause above (existing as of their respective dates)Plans and Specifications, and (ii) as otherwise expressly agreed the hard cost contingency Line Item of the Budget; (b) Owner’s commitment pursuant to this Section 3 to fund the payment of hard costs incurred to construct New Improvements for the Project shall be limited to the Commitment Cap; (c) Notwithstanding anything to the contrary set forth in writing this Agreement, Owner’s Commitment shall automatically and immediately expire upon, and Owner shall have no obligation to fund any amounts requested by PHILDeveloper after, the occurrence of a Developer Default; (d) No portion of any Advance may be repaid or returned to Owner under any circumstances; and (e) From and after the first Advance under this Agreement, all hard costs of construction of the New Improvements shall be paid continuously utilizing Owner’s Commitment, and Developer may not pay any hard costs of construction of any New Improvements with any funds other than Owner’s Commitment (in each case, unless Owner fails to fund Owner’s Commitment in accordance with this Agreement), until the earlier of (i) all New Improvements are Complete and (ii) all of Owner’s Commitment has been advanced in accordance with this Agreement.

Funding Commitment. (a) PHIL agrees If Purchaser approves a proposed Purchase, it will issue a funding commitment to loanPWI, advance or otherwise make available to the Company funds in an amount sufficient to pay the Debt Tender Offer Consideration (the "Funds"), on terms no less favorable to the Company than if the Funds were obtained from a person or company dealing at arm's length with the Company, which Funds shall be used by the Company for the express purpose of paying the Debt Tender Offer Consideration. The obligation of PHIL to loan, advance or otherwise make available to the Company the Funds shall be subject to the receipt by PHIL of a duly executed Debt Tender Offer Funding Notice, the form of which is attached hereto as Annex AExhibit C (a "Funding Commitment"), with respect to such proposed Purchase. A Funding Commitment shall be effective from a credit perspective (as distinguished from a pricing perspective) for a period of 30 days from the date of its issuance, unless otherwise specified therein. If PWI desires a longer commitment period (up to, but not exceeding, 60 days) for a given proposed Purchase, it will request such longer period in the applicable PWI Submittal, and Purchaser will reflect its response by specifying the commitment period in its Funding Commitment. Unless otherwise stated in the Funding Commitment, Purchaser will consummate the proposed Purchase at the Purchase Price determined in accordance with Section 2.4 below. In addition, the Funding Commitment shall specify any other special conditions, terms or documents Purchaser may reasonably require for funding the proposed Purchase. If the Funding Commitment specifies terms and conditions that vary in any material respect from those set forth in the related PWI Submittal, the proposed Purchase described therein shall not be approved by PWI and the Purchaser unless PWI authenticates the Funding Commitment indicating in writing its acceptance of the terms and conditions specified therein. PWI will, within five Business Days of receipt of such a Funding Commitment, advise Purchaser, in writing, whether it accepts the terms and conditions specified therein and, if so, will authenticate the Funding Commitment. If PWI shall not have authenticated such a Funding Commitment within such five Business Day period, the varying terms contained therein shall be deemed rejected by PWI. Upon authentication by PWI of such a Funding Commitment, the purchase shall be deemed to have been approved (an "Approved Purchase"), and the satisfaction or waiver parties shall proceed to consummate the Approved Purchase described therein; provided, however, that if such Approved Purchase is not consummated by reason of the conditions set forth on Annex B hereto. Upon receipt of a duly executed Debt Tender Offer Funding Notice and the satisfaction or waiver of the conditions set forth on Annex B heretoUser failing to proceed, PHIL neither PWI nor Purchaser shall promptly and, in have any event, within two business days, transmit or cause the transmission of the Funds, in immediately available funds, liability to the account specified in such Notice. Concurrently with such funding, the Company agrees to execute and deliver to PHIL such documents or instruments evidencing such funding as shall be mutually agreed upon. (b) PHIL shall be responsible for the payment of, and shall pay or cause to be paid for, the Debt Tender Offer Expenses as and when the Debt Tender Offer Expenses (or any portion thereof) become due and payable (after taking into account any grace periods and extensions). Notwithstanding the foregoing, PHIL may elect to provide to the Company the neces▇▇▇▇ ▇▇▇ds to fund all or a portion of the Debt Tender Offer Expenses and the Company shall make such payments directly, which for the avoidance of doubt shall not obviate the obligation of PHIL for the satisfaction of the Debt Tender Offer Expenses to the extent not so satisfied with the funds provided by PHIL other for such purpose. The Company agrees that it will not enter into or amend or modify any agreements, arrangements or understandings related failure to the Debt Tender Offer fees and expenses, except (i) for those agreements or arrangements discussed in the second-to-last WHEREAS clause above (existing as of their respective dates), and (ii) as otherwise expressly agreed in writing by PHILconsummate.