Common use of Facility Fee; Utilization Fee; Reductions in Aggregate Commitment Clause in Contracts

Facility Fee; Utilization Fee; Reductions in Aggregate Commitment. The Borrowers agree, jointly and severally, to pay to the Administrative Agent for the account of each Lender a facility fee at a per annum rate equal to the Applicable Facility Fee Rate on the amount of such Lender's Commitment from the date hereof, to and including the Facility Termination Date, payable on each Payment Date and on the Facility Termination Date or, in the case of Term Loans, on each Payment Date and the date of maturity of the Term Loans. The Borrowers agree, jointly and severally, to pay to the Administrative Agent for the account of each Lender a utilization fee at a per annum rate equal to the Applicable Utilization Fee Rate of such Lender's daily average outstanding Loans for so long as the average outstanding Loans are greater than 33.3% of the Aggregate Commitments (or, in the case of Term Loans, on each date after the Facility Termination Date regardless of the percentage of the commitments drawn at the Facility Termination Date), payable on each Payment Date, the Facility Termination Date and the date of maturity of the Term Loans. The Borrowers may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders in integral multiples of $10,000,000, upon at least three Business Days' prior written notice to the Administrative Agent, which notice shall specify the amount of any such reduction; provided, however, that the amount of the Aggregate Commitment may not be reduced below the aggregate principal amount of the outstanding Advances. All accrued facility fees and utilization fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Loans hereunder.

Facility Fee; Utilization Fee; Reductions in Aggregate Commitment. The Borrowers agree, jointly and severally, Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee at a per annum rate equal to the Applicable Facility Fee Rate on the amount of such Lender's Commitment from the date hereof, hereof to and including the Facility Termination Date, payable on each Payment Date hereafter and on the Facility Termination Date or, in Date. The Borrower also agrees to pay to the case Agent for the ratable (based on Commitment amounts) account of Term Loans, on the Lenders a utilization fee for each Payment day from the date hereof to and including the later of the Facility Termination Date and the date of maturity of the Term Loans. The Borrowers agreeall Loans are paid in full and all Commitments are terminated, jointly and severally, to pay to the Administrative Agent for the account of each Lender a such utilization fee at a per annum rate to be equal to the Applicable Utilization Fee Rate of for such Lender's daily average day multiplied by the outstanding Loans for so long as the average outstanding Loans are greater than 33.3% principal amount of the Aggregate Commitments (or, in the case of Term Loans, Loans on each date after the Facility Termination Date regardless of the percentage of the commitments drawn at the Facility Termination Date)such day, payable on each Payment Date, Date and on the Facility Termination Date and the date of maturity of the Term LoansDate. The Borrowers Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders in integral multiples a minimum aggregate amount of $10,000,00025,000,000 or any integral multiple of $5,000,000 in excess thereof, upon at least three two (2) Business Days' prior written notice to the Administrative Agent, which notice shall specify the amount of any such reduction; provided, howeverPROVIDED, HOWEVER, that the amount of the Aggregate Commitment may not be reduced below the aggregate principal amount of the outstanding Advances. All accrued facility fees and utilization fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Loans hereunder.

Facility Fee; Utilization Fee; Reductions in Aggregate Commitment. The Borrowers agree, jointly and severally, Each Borrower agrees to pay to the Administrative Agent for the account of each Lender the Lenders according to their Pro Rata Shares a facility fee at a per annum rate equal to the Applicable Facility Fee Rate for such Borrower on the daily amount of (i) in the case of PHI, the PHI Sublimit, and (ii) in the case of each Subsidiary Borrower, such Subsidiary Borrower's Sublimit Percentage of the Subsidiary Borrower Sublimit (in each case regardless of the amount of Outstanding Credit Extensions to such Lender's Commitment Borrower); provided that if the obligations of the Lenders to make Credit Extensions to a Borrower have been terminated pursuant to Section 8.1, the facility fee shall be based on the Outstanding Credit Extensions to such Borrower. Facility fees payable by each Borrower shall accrue from the date hereof, Closing Date to and including the Facility Termination DateDate for such Borrower (or, if later, to the date all of such Borrower's Obligations have been paid in full) and shall be payable on each Payment Date and on the Facility Termination Date (and, if applicable, thereafter on demand). (b) PHI agrees to pay to the Agent for the account of the Lenders according to their Pro Rata Shares a utilization fee, for each day on which the Outstanding Credit Extensions to PHI exceed 33-1/3% of the PHI Sublimit, at a rate per annum equal to the Utilization Fee Rate for PHI on the Outstanding Credit Extensions to PHI on such day, payable on each Payment Date and on the Facility Termination Date orfor PHI. (c) Each Subsidiary Borrower agrees to pay to the Agent for the account of the Lenders according to their Pro Rata Shares a utilization fee, in for each day on which the case Outstanding Credit Extensions to all Subsidiary Borrowers exceed 33-1/3% of Term Loansthe Subsidiary Borrower Sublimit, at a rate per annum equal to the Utilization Fee Rate for such Subsidiary Borrowers on the Outstanding Credit Extensions to such Subsidiary Borrower on such day, payable on each Payment Date and the date of maturity of the Term Loans. The Borrowers agree, jointly and severally, to pay to the Administrative Agent for the account of each Lender a utilization fee at a per annum rate equal to the Applicable Utilization Fee Rate of such Lender's daily average outstanding Loans for so long as the average outstanding Loans are greater than 33.3% of the Aggregate Commitments (or, in the case of Term Loans, on each date after the Facility Termination Date regardless of the percentage of the commitments drawn at the Facility Termination Date), payable on each Payment Date, the Facility Termination Date and the date of maturity of the Term Loans. The Borrowers may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders in integral multiples of $10,000,000, upon at least three Business Days' prior written notice to the Administrative Agent, which notice shall specify the amount of any for such reduction; provided, however, that the amount of the Aggregate Commitment may not be reduced below the aggregate principal amount of the outstanding Advances. All accrued facility fees and utilization fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Loans hereunderSubsidiary Borrower.

Facility Fee; Utilization Fee; Reductions in Aggregate Commitment. The Borrowers agree, jointly and severally, Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee at a per annum rate equal to the Applicable Facility Fee Rate for facility fees on the amount of such Lender's ’s Commitment (without regard to usage) from the date hereof, hereof to and including the Facility Termination Date, payable on each Payment Date hereafter and on the Facility Termination Date orDate. In addition to the facility fee, in the case of Term Loans, on each Payment Date and the date of maturity of the Term Loans. The Borrowers agree, jointly and severally, Borrower agrees to pay to the Administrative Agent for the ratable account of each Lender according to its ratable share of the Aggregate Outstanding Credit Exposure, for each day during which the Aggregate Outstanding Credit Exposure exceeds 50% of the Aggregate Commitment, a utilization fee at a per annum rate equal to the Applicable Utilization Fee Rate of such Lender's daily average outstanding Loans for so long as the average outstanding Loans are greater than 33.3% of utilization fees on the Aggregate Commitments (or, in the case of Term Loans, Outstanding Credit Exposure on each date after the Facility Termination Date regardless of the percentage of the commitments drawn at the Facility Termination Date)such day, payable on each Payment Date, Date hereafter and on the Facility Termination Date and the date of maturity of the Term LoansDate. The Borrowers Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders in integral multiples of $10,000,0005,000,000, upon at least three five Business Days' prior ’ written notice to the Administrative Agent, which notice shall specify the amount of any such reduction; , provided, however, that the amount of the Aggregate Commitment may not be reduced below the aggregate principal amount of the outstanding AdvancesAggregate Outstanding Credit Exposure. All accrued facility fees and utilization fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Loans Credit Extensions hereunder.

Facility Fee; Utilization Fee; Reductions in Aggregate Commitment. The Borrowers agree, jointly and severally, Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee at a per annum rate equal to the Applicable Facility Fee Rate on the amount of such Lender's ’s Commitment from the date hereof, hereof to and including the Facility Termination Date, payable on each Payment Date hereafter and on the Facility Termination Date. The Borrower also agrees to pay to the Administrative Agent for the ratable (based on Commitment (or after termination of the Commitments, Outstanding Credit Exposure) amounts) account of the Lenders a utilization fee for each day on which the aggregate outstanding Advances and LC Obligations exceed thirty-three percent (33%) of the Aggregate Commitment, from the date hereof to the later of the Facility Termination Date and the date all Loans and Reimbursement Obligations (other than Reimbursement Obligations in respect of Extended Facility LCs) are paid in full and all Commitments are terminated, such utilization fee to be equal to the Applicable Utilization Fee Rate for such day multiplied by the sum of (a) the outstanding principal amount of the Loans on such day plus (b) the outstanding principal amount of the LC Obligations on such day, payable on each Payment Date and on the Facility Termination Date or, in the case of Term Loans, on each Payment Date and the date of maturity of the Term LoansDate. The Borrowers agree, jointly and severally, to pay to the Administrative Agent for the account of each Lender a utilization fee at a per annum rate equal to the Applicable Utilization Fee Rate of such Lender's daily average outstanding Loans for so long as the average outstanding Loans are greater than 33.3% of the Aggregate Commitments (or, in the case of Term Loans, on each date after the Facility Termination Date regardless of the percentage of the commitments drawn at the Facility Termination Date), payable on each Payment Date, the Facility Termination Date and the date of maturity of the Term Loans. The Borrowers Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders in integral multiples a minimum aggregate amount of $10,000,00010,000,000 or any integral multiple of $1,000,000 in excess thereof, upon at least three (3) Business Days' prior ’ written notice to the Administrative Agent, which notice shall specify the amount of any such reduction; , provided, however, that the amount of the Aggregate Commitment may not be reduced below the aggregate principal amount of the outstanding AdvancesAggregate Outstanding Credit Exposure. All accrued facility fees and utilization fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Loans or participate in Credit Extensions hereunder.

Facility Fee; Utilization Fee; Reductions in Aggregate Commitment. The Borrowers agree, jointly and severally, (a) Each Borrower agrees to pay to the Administrative Agent for the account of each Lender the Lenders according to their Pro Rata Shares a facility fee at a per annum rate equal to the Applicable Facility Fee Rate for such Borrower on the daily amount of (i) in the case of PHI, the PHI Sublimit, and (ii) in the case of each Subsidiary Borrower, such Subsidiary Borrower's Sublimit Percentage of the Subsidiary Borrower Sublimit (in each case regardless of the amount of Outstanding Credit Extensions to such Lender's Commitment Borrower); provided that if the obligations of the Lenders to make Credit Extensions to a Borrower have been terminated pursuant to Section 8.1, the facility fee shall be based on the Outstanding Credit Extensions to such Borrower. Facility fees payable by each Borrower shall accrue from the date hereof, Closing Date to and including the Facility Termination DateDate for such Borrower (or, if later, to the date all of such Borrower's Obligations have been paid in full) and shall be payable on each Payment Date and on the Facility Termination Date (and, if applicable, thereafter on demand). (b) PHI agrees to pay to the Agent for the account of the Lenders according to their Pro Rata Shares a utilization fee, for each day on which the Outstanding Credit Extensions to PHI exceed 33-1/3% of the PHI Sublimit, at a rate per annum equal to the Utilization Fee Rate for PHI on the Outstanding Credit Extensions to PHI on such day, payable on each Payment Date and on the Facility Termination Date orfor PHI. (c) Each Subsidiary Borrower agrees to pay to the Agent for the account of the Lenders according to their Pro Rata Shares a utilization fee, in for each day on which the case Outstanding Credit Extensions to all Subsidiary Borrowers exceed 33-1/3% of Term Loansthe Subsidiary Borrower Sublimit, at a rate per annum equal to the Utilization Fee Rate for such Subsidiary Borrowers on the Outstanding Credit Extensions to such Subsidiary Borrower on such day, payable on each Payment Date and the date of maturity of the Term Loans. The Borrowers agree, jointly and severally, to pay to the Administrative Agent for the account of each Lender a utilization fee at a per annum rate equal to the Applicable Utilization Fee Rate of such Lender's daily average outstanding Loans for so long as the average outstanding Loans are greater than 33.3% of the Aggregate Commitments (or, in the case of Term Loans, on each date after the Facility Termination Date regardless of the percentage of the commitments drawn at the Facility Termination Date), payable on each Payment Date, the Facility Termination Date and the date of maturity of the Term Loansfor such Subsidiary Borrower. The Borrowers (d) Any Borrower may permanently reduce such Borrower's Sublimit, and the Aggregate Commitment Subsidiary Borrowers acting collectively may reduce the Subsidiary Borrower Sublimit, in each case in whole, or in part ratably among the Lenders in accordance with their Pro Rata Shares, and in integral multiples of $10,000,000, upon at least three five Business Days' prior written notice to the Administrative Agent, which notice shall specify the amount of any such reduction; provided, however, provided that (i) no Borrower's Sublimit may be reduced below the amount of the Aggregate Commitment Outstanding Credit Extensions to such Borrower and (ii) the Subsidiary Borrower Sublimit may not be reduced below the aggregate principal amount of the outstanding AdvancesOutstanding Credit Extensions to all Subsidiary Borrowers. All accrued facility fees and utilization fees shall be payable on the effective date of any termination Any reduction of the obligations PHI Sublimit or the Subsidiary Borrower Sublimit shall reduce the Aggregate Commitment by a corresponding amount. No reduction of a Subsidiary Borrower's individual Sublimit shall reduce the Aggregate Commitment except to the extent that such reduction reduces the amount of the Lenders to make Loans hereunder.Subsidiary Borrower Sublimit. 2.6