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

Facility Fee; Utilization Fee; Reductions in Aggregate Commitment. (a) Each Borrower agrees to pay to the Agent for the account of the Lenders according to their Pro Rata Shares a facility fee at a per annum rate equal to the 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 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 Closing Date to the Facility Termination Date 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 for 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, for each day on which the Outstanding Credit Extensions to all Subsidiary Borrowers exceed 33-1/3% of the 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 on the Facility Termination Date for such Subsidiary Borrower. (d) Any Borrower may permanently reduce such Borrower's Sublimit, and the 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 five Business Days' written notice to the Agent, which notice shall specify the amount of any such reduction, provided that (i) no Borrower's Sublimit may be reduced below the amount of the Outstanding Credit Extensions to such Borrower and (ii) the Subsidiary Borrower Sublimit may not be reduced below the amount of the Outstanding Credit Extensions to all Subsidiary Borrowers. Any reduction of the 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 Subsidiary Borrower Sublimit.

Facility Fee; Utilization Fee; Reductions in Aggregate Commitment. (a) Each Borrower agrees The Borrowers agree, jointly and severally, to pay to the Administrative Agent for the account of the Lenders according to their Pro Rata Shares each Lender 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 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 Lender's Commitment from the Closing Date date hereof, to and including the Facility Termination Date 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 dayDate, payable on each Payment Date and on the Facility Termination Date for PHI. (c) Each Subsidiary Borrower agrees 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 the Lenders according to their Pro Rata Shares each Lender a utilization fee, fee at a per annum rate equal to the Applicable Utilization Fee Rate of such Lender's daily average outstanding Loans for each day on which so long as the Outstanding Credit Extensions to all Subsidiary Borrowers exceed 33-1/3average outstanding Loans are greater than 33.3% of the Subsidiary Borrower SublimitAggregate 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 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 dayFacility Termination Date), payable on each Payment Date and on Date, the Facility Termination Date for such Subsidiary Borrower. (d) Any Borrower and the date of maturity of the Term Loans. The Borrowers may permanently reduce such Borrower's Sublimit, and the Subsidiary Borrowers acting collectively may reduce the Subsidiary Borrower Sublimit, in each case Aggregate Commitment 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 five three Business Days' prior written notice to the Administrative Agent, which notice shall specify the amount of any such reduction; provided, provided however, that (i) no Borrower's Sublimit may be reduced below the amount of the Outstanding Credit Extensions to such Borrower and (ii) the Subsidiary Borrower Sublimit Aggregate Commitment may not be reduced below the aggregate principal amount of the Outstanding Credit Extensions to all Subsidiary Borrowersoutstanding Advances. Any reduction All accrued facility fees and utilization fees shall be payable on the effective date of any termination of the 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 obligations of the Subsidiary Borrower SublimitLenders to make Loans hereunder.

Facility Fee; Utilization Fee; Reductions in Aggregate Commitment. (a) Each Borrower agrees to pay to the Agent for the account of the Lenders according to their Pro Rata Shares a facility fee at a per annum rate equal to the 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 Loans to such Borrower); provided that if the obligations of the Lenders to make Credit Extensions Advances to a Borrower have been terminated pursuant to Section 8.1, the facility fee shall be based on the Outstanding Credit Extensions Loans to such Borrower. Facility fees payable by each Borrower shall accrue from the Closing Date to the Facility Termination Date 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 Loans 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 Loans to PHI on such day, payable on each Payment Date and on the Facility Termination Date for 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, for each day on which the Outstanding Credit Extensions Loans to all Subsidiary Borrowers exceed 33-1/3% of the Subsidiary Borrower Sublimit, at a rate per annum equal to the Utilization Fee Rate for such Subsidiary Borrowers on the Outstanding Credit Extensions Loans to such Subsidiary Borrower on such day, payable on each Payment Date and on the Facility Termination Date for such Subsidiary Borrower. (d) Any Borrower may permanently reduce such Borrower's Sublimit, and the 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 five Business Days' written notice to the Agent, which notice shall specify the amount of any such reduction, provided that (i) no Borrower's Sublimit may be reduced below the amount of the Outstanding Credit Extensions Loans to such Borrower and (ii) the Subsidiary Borrower Sublimit may not be reduced below the amount of the Outstanding Credit Extensions Loans to all Subsidiary Borrowers. Any reduction of the 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 Subsidiary Borrower Sublimit.

Facility Fee; Utilization Fee; Reductions in Aggregate Commitment. (ai) Each The Borrower agrees to pay to the Administrative Agent for the account of the Lenders according to their Pro Rata Shares each Lender a facility fee (the “Facility Fee”) at a per annum rate equal to the Facility Applicable Fee Rate for on such Borrower Lender’s Commitment (without regard to usage) from the date hereof to and including the Facility Termination Date, payable in arrears on each Payment Date hereafter and on the daily amount of (i) in the case of PHI, the PHI Sublimit, and Facility Termination Date. (ii) in The Borrower hereby agrees to pay to the case of each Subsidiary Borrower, such Subsidiary Borrower's Sublimit Percentage of Administrative Agent for the Subsidiary Borrower Sublimit (in each case regardless of the amount of Outstanding Credit Extensions to such Borrower); provided that if the obligations ratable account of the Lenders to make Credit Extensions to a Borrower have been terminated pursuant to Section 8.1, utilization fee (the facility fee “Utilization Fee”) for each day on which the aggregate outstanding principal amount of the Loans exceeds 33 1/3% of the then-current Aggregate Commitment. The Utilization Fee shall be based at a rate equal to the Applicable Utilization Fee Rate on the Outstanding Credit Extensions aggregate outstanding principal amount of the Loans, shall be distributed to each Lender pro rata according to such Borrower. Facility fees payable by each Borrower shall accrue from Lender’s Pro Rata Share of the Closing Date to aggregate outstanding principal amount of the Facility Termination Date for such Borrower (orLoans, if later, to the date all of such Borrower's Obligations have been paid in full) and shall be payable in arrears on each Payment Date hereafter and on the Facility Termination Date (and, if applicable, thereafter or such earlier date on demand)which the Aggregate Commitment shall terminate or be cancelled and all of the Loans shall be repaid) for any period then ending for which such fee shall not have been theretofore paid. (biii) 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 for 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, for each day on which the Outstanding Credit Extensions to all Subsidiary Borrowers exceed 33-1/3% of the 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 on the Facility Termination Date for such Subsidiary Borrower. (d) Any The Borrower may permanently reduce such Borrower's Sublimit, and the Subsidiary Borrowers acting collectively may reduce the Subsidiary Borrower Sublimit, in each case Aggregate Commitment 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 five three (3) Business Days' ’ written notice to the Administrative Agent, which notice shall specify the amount of any such reduction, provided provided, however, that (i) no Borrower's Sublimit may be reduced below the amount of the Outstanding Credit Extensions to such Borrower and (ii) the Subsidiary Borrower Sublimit Aggregate Commitment may not be reduced below the aggregate principal amount of the Outstanding Credit Extensions to all Subsidiary Borrowersoutstanding Advances. Any reduction All accrued Facility Fees shall be payable on the effective date of any termination of the 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 obligations of the Subsidiary Borrower SublimitLenders to make Loans hereunder.

Facility Fee; Utilization Fee; Reductions in Aggregate Commitment. (a) Each The Borrower agrees to pay to the Administrative Agent for the account of the Lenders according to their Pro Rata Shares each Lender a facility fee at a per annum rate equal to the Applicable Facility Fee Rate for on 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 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 Lender’s Commitment from the Closing Date date hereof to the Facility Termination Date for such Borrower (orDate, if later, to the date all of such Borrower's Obligations have been paid in full) and shall be payable on each Payment Date hereafter and on the Facility Termination Date (and, if applicable, thereafter on demand). (b) PHI 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 according to their Pro Rata Shares a utilization fee, fee for each day on which the Outstanding Credit Extensions to PHI aggregate outstanding Advances and LC Obligations exceed thirty-three percent (33-1/3% %) of the PHI SublimitAggregate Commitment, at a rate per annum 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 PHI such day multiplied by the sum of (a) the outstanding principal amount of the Loans on such day plus (b) the Outstanding Credit Extensions to PHI outstanding principal amount of the LC Obligations on such day, payable on each Payment Date and on the Facility Termination Date for 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, for each day on which the Outstanding Credit Extensions to all Subsidiary Borrowers exceed 33-1/3% of the 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 on the Facility Termination Date for such Subsidiary Borrower. (d) Any Date. The Borrower may permanently reduce such Borrower's Sublimit, and the Subsidiary Borrowers acting collectively may reduce the Subsidiary Borrower Sublimit, in each case Aggregate Commitment in whole, or in part ratably among the Lenders in accordance with their Pro Rata Shares, and 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 five three (3) Business Days' ’ written notice to the Administrative Agent, which notice shall specify the amount of any such reduction, provided provided, however, that (i) no Borrower's Sublimit may be reduced below the amount of the Outstanding Credit Extensions to such Borrower and (ii) the Subsidiary Borrower Sublimit Aggregate Commitment may not be reduced below the amount Aggregate Outstanding Credit Exposure. All accrued facility and utilization fees shall be payable on the effective date of any termination of the Outstanding obligations of the Lenders to make or participate in Credit Extensions to all Subsidiary Borrowers. Any reduction of the 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 Subsidiary Borrower Sublimithereunder.

Facility Fee; Utilization Fee; Reductions in Aggregate Commitment. (a) Each Borrower agrees to pay to the Agent for the account of the Lenders according to their Pro Rata Shares a facility fee at a per annum rate equal to the 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 Loans to such Borrower); provided that if the obligations of the Lenders to make Credit Extensions Advances to a Borrower have been terminated pursuant to Section 8.1, the facility fee shall be based on the Outstanding Credit Extensions Loans to such Borrower. Facility fees payable by each Borrower shall accrue from the Closing Date to the Facility Termination Date 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 Loans to PHI exceed 33-33- 1/3% of the PHI Sublimit, at a rate per annum equal to the Utilization Fee Rate for PHI on the Outstanding Credit Extensions Loans to PHI on such day, payable on each Payment Date and on the Facility Termination Date for 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, for each day on which the Outstanding Credit Extensions Loans to all Subsidiary Borrowers exceed 33-1/3% of the Subsidiary Borrower Sublimit, at a rate per annum equal to the Utilization Fee Rate for such Subsidiary Borrowers on the Outstanding Credit Extensions Loans to such Subsidiary Borrower on such day, payable on each Payment Date and on the Facility Termination Date for such Subsidiary Borrower. (d) Any Borrower may permanently reduce such Borrower's Sublimit, and the 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 five Business Days' written notice to the Agent, which notice shall specify the amount of any such reduction, provided that (i) no Borrower's Sublimit may be reduced below the amount of the Outstanding Credit Extensions Loans to such Borrower and (ii) the Subsidiary Borrower Sublimit may not be reduced below the amount of the Outstanding Credit Extensions Loans to all Subsidiary Borrowers. Any reduction of the 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 Subsidiary Borrower Sublimit.

Facility Fee; Utilization Fee; Reductions in Aggregate Commitment. (a) Each The Borrower agrees to pay to the Administrative Agent for the ratable account of the Lenders according to their Pro Rata Shares each Lender a facility fee at a per annum rate equal to the Applicable Facility Fee Rate for Percentage times 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 BorrowerLender's Sublimit Percentage of the Subsidiary Borrower Sublimit (in each case regardless of the amount of Outstanding Credit Extensions to such 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 Commitment from the Closing Date date hereof to and including the Facility Termination Date for such Borrower (orDate, if later, to the date all of such Borrower's Obligations have been paid payable in full) and shall be payable arrears on each Payment Date hereafter and on the Facility Termination Date (and, if applicable, thereafter on demand)Date. (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 for PHI. (c) Each Subsidiary The Borrower agrees to pay to the Administrative Agent for the ratable account of the Lenders according to their Pro Rata Shares each Lender a utilization fee, for each day on which the Outstanding Credit Extensions to all Subsidiary Borrowers exceed 33-1/3% of the Subsidiary Borrower Sublimit, at a rate per annum fee equal to the Applicable Utilization Fee Rate for Percentage times such Subsidiary Borrowers on Lender's average daily principal amount of the Outstanding Credit Extensions Ratable Loans and the Swing Line Loans outstanding during each calendar quarter from the date hereof to such Subsidiary Borrower on such daythe Facility Termination Date, payable in arrears on each Payment Date hereafter and on the Facility Termination Date for Date; provided, however, that in the event the average daily principal amount of the Ratable Loans and the Swing Line Loans outstanding during any calendar quarter is less than or equal to 33 1/3% of the Aggregate Commitment as in effect on the last day of such Subsidiary Borrowerquarter, no utilization fee shall be payable with respect to such quarter. (dc) Any The Borrower may permanently reduce such Borrower's Sublimit, and the Subsidiary Borrowers acting collectively may reduce the Subsidiary Borrower Sublimit, in each case Aggregate Commitment in whole, or in part ratably among the Lenders in accordance with their Pro Rata Shares, and 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 five three Business Days' written notice to the Administrative Agent, which notice shall specify the amount of any such reduction; provided, provided however, that (i) no Borrower's Sublimit may be reduced below the amount of the Outstanding Credit Extensions to such Borrower and (ii) the Subsidiary Borrower Sublimit Aggregate Commitment may not be reduced below the aggregate principal amount of the Outstanding Credit Extensions to all Subsidiary Borrowersoutstanding Advances. Any reduction All accrued facility fees and utilization fees shall be payable on the effective date of any termination of the 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 obligations of the Subsidiary Borrower SublimitLenders to make Loans hereunder.

Facility Fee; Utilization Fee; Reductions in Aggregate Commitment. (a) Each Borrower agrees to pay to the Agent for the account of the Lenders according to their Pro Rata Shares a facility fee at a per annum rate equal to the 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 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 Closing Date to the Facility Termination Date 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 for 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, for each day on which the Outstanding Credit Extensions to all Subsidiary Borrowers exceed 33-1/3% of the Subsidiary Borrower Sublimit, at a rate per annum equal to the Utilization Fee Rate for such Subsidiary Borrowers Borrower on the Outstanding Credit Extensions to such Subsidiary Borrower on such day, payable on each Payment Date and on the Facility Termination Date for such Subsidiary Borrower. (d) Any Borrower may permanently reduce such Borrower's Sublimit, and the 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 five Business Days' written notice to the Agent, which notice shall specify the amount of any such reduction, provided that (i) no Borrower's Sublimit may be reduced below the amount of the Outstanding Credit Extensions to such Borrower and (ii) the Subsidiary Borrower Sublimit may not be reduced below the amount of the Outstanding Credit Extensions to all Subsidiary Borrowers. Any reduction of the 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 Subsidiary Borrower Sublimit.

Facility Fee; Utilization Fee; Reductions in Aggregate Commitment. (a) Each The Borrower agrees to pay to the Administrative Agent for the account of the Lenders according to their Pro Rata Shares each Lender a facility fee at a per annum rate equal to the Facility Applicable Fee Rate for facility fees on such Borrower on the daily amount of Lender’s Commitment (iwithout regard to usage) 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 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 Closing Date date hereof to and including the Facility Termination Date for such Borrower (orDate, if later, to the date all of such Borrower's Obligations have been paid in full) and shall be payable on each Payment Date hereafter and on the Facility Termination Date (andDate. In addition to the facility fee, if applicable, thereafter on demand). (b) PHI the Borrower agrees to pay to the Administrative Agent for the ratable account of the Lenders each Lender according to their Pro Rata Shares a utilization feeits ratable share of the Aggregate Outstanding Credit Exposure, for each day on during which the Aggregate Outstanding Credit Extensions to PHI exceed 33-1/3Exposure exceeds 50% of the PHI SublimitAggregate Commitment, a utilization fee at a rate per annum rate equal to the Utilization Applicable Fee Rate for PHI utilization fees on the Aggregate Outstanding Credit Extensions to PHI Exposure on such day, payable on each Payment Date hereafter and on the Facility Termination Date for 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, for each day on which the Outstanding Credit Extensions to all Subsidiary Borrowers exceed 33-1/3% of the 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 on the Facility Termination Date for such Subsidiary Borrower. (d) Any Date. The Borrower may permanently reduce such Borrower's Sublimit, and the Subsidiary Borrowers acting collectively may reduce the Subsidiary Borrower Sublimit, in each case Aggregate Commitment in whole, or in part ratably among the Lenders in accordance with their Pro Rata Shares, and in integral multiples of $10,000,0005,000,000, upon at least five Business Days' ’ written notice to the Administrative Agent, which notice shall specify the amount of any such reduction, provided provided, however, that (i) no Borrower's Sublimit may be reduced below the amount of the Outstanding Credit Extensions to such Borrower and (ii) the Subsidiary Borrower Sublimit Aggregate Commitment may not be reduced below the amount Aggregate Outstanding Credit Exposure. All accrued facility fees shall be payable on the effective date of any termination of the Outstanding obligations of the Lenders to make Credit Extensions to all Subsidiary Borrowers. Any reduction of the 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 Subsidiary Borrower Sublimithereunder.

Facility Fee; Utilization Fee; Reductions in Aggregate Commitment. (a) Each Borrower agrees to pay to the Agent for the account of the Lenders according to their Pro Rata Shares a facility fee at a per annum rate equal to the 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 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 Closing Date to the Facility Termination Date 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 18 ________________________________________________________________________________________________________ PHI exceed 33-1/350% 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 for 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, for each day on which the Outstanding Credit Extensions to all Subsidiary Borrowers exceed 33-1/350% of the Subsidiary Borrower Sublimit, at a rate per annum equal to the Utilization Fee Rate for such Subsidiary Borrowers Borrower on the Outstanding Credit Extensions to such Subsidiary Borrower on such day, payable on each Payment Date and on the Facility Termination Date for such Subsidiary Borrower. (d) Any Borrower may permanently reduce such Borrower's Sublimit, and the 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 five Business Days' written notice to the Agent, which notice shall specify the amount of any such reduction, provided that (i) no Borrower's Sublimit may be reduced below the amount of the Outstanding Credit Extensions to such Borrower and (ii) the Subsidiary Borrower Sublimit may not be reduced below the amount of the Outstanding Credit Extensions to all Subsidiary Borrowers. Any reduction of the 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 Subsidiary Borrower Sublimit.