Common use of Funding Commitment Clause in Contracts

Funding Commitment. If Purchaser approves a proposed Purchase, it will issue a funding commitment to PWI, a form of which is attached hereto as Exhibit 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 parties shall proceed to consummate the Approved Purchase described therein; provided, however, that if such Approved Purchase is not consummated by reason of the User failing to proceed, neither PWI nor Purchaser shall have any liability to the other for such failure to consummate.

Funding Commitment. If Purchaser approves a proposed Purchase, it will issue a funding commitment to PWI, a form In the event that Owner delivers its written approval of which is attached hereto as Exhibit 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 Developer’s construction 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 any New Improvements in accordance with Section 2.4 below. In addition2.2 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 Funding Commitment shall specify any other special conditions, terms or documents Purchaser may reasonably require for funding date hereof and (ii) through the proposed Purchase. If the Funding Commitment specifies terms and conditions that vary in any material respect from those set forth use of funds in the related PWI Submittalhard cost contingency Line Item of the Budget, the proposed Purchase described therein shall not be approved by PWI in accordance with, and the Purchaser unless PWI authenticates the Funding Commitment indicating in writing its acceptance of subject to, the terms and conditions specified therein. PWI willset forth in this Agreement (“Owner’s Commitment”), within five Business Days of receipt of such a Funding Commitmentincluding, advise Purchaserwithout limitation, in writing, whether it accepts the following terms and conditions specified therein and(collectively, if so“Owner’s Commitment Conditions”): (a) Owner shall only be obligated to fund amounts which are intended to be applied toward, will authenticate and Developer shall apply amounts funded by Owner pursuant to this Section 3 toward, (i) hard costs of construction of New Improvements which are included within the Funding Commitment. If PWI Budget and constructed in accordance with the Plans and Specifications, and (ii) 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 not be limited to the Commitment Cap; (c) Notwithstanding anything to the contrary set forth in this Agreement, Owner’s Commitment shall automatically and immediately expire upon, and Owner shall have authenticated such a Funding Commitment within such five Business Day periodno obligation to fund any amounts requested by Developer after, the varying terms contained therein 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 deemed rejected by PWI. Upon authentication by PWI of such a Funding paid continuously utilizing Owner’s Commitment, the purchase shall be deemed 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 have been approved (an "Approved Purchase"fund Owner’s Commitment in accordance with this Agreement), until the earlier of (i) all New Improvements are Complete and the parties shall proceed to consummate the Approved Purchase described therein; provided, however, that if such Approved Purchase is not consummated by reason (ii) all of the User failing to proceed, neither PWI nor Purchaser shall have any liability to the other for such failure to consummateOwner’s Commitment has been advanced in accordance with this Agreement.

Funding Commitment. If Purchaser approves (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 proposed Purchaseperson or company dealing at arm's length with the Company, it will issue 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 funding commitment to PWIduly executed Debt Tender Offer Funding Notice, a the form of which is attached hereto as Exhibit C (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 Commitment")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 respect such funding, the Company agrees to execute and deliver to PHIL such proposed Purchase. A Funding Commitment documents or instruments evidencing such funding as shall be effective from 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 credit perspective 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 (as distinguished from a pricing perspectivei) 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 those agreements or arrangements discussed 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 second-to-last WHEREAS clause above (existing as 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"their respective dates), and the parties shall proceed to consummate the Approved Purchase described therein; provided, however, that if such Approved Purchase is not consummated (ii) as otherwise expressly agreed in writing by reason of the User failing to proceed, neither PWI nor Purchaser shall have any liability to the other for such failure to consummatePHIL.