Common use of Term C Loans Clause in Contracts

Term C Loans. Each Term C Lender, severally and for itself alone, ------------ hereby agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to make a loan (each such loan, a "Term C Loan" and ----------- collectively, the "Term C Loans") to the Borrower on the Initial Borrowing Date ------------ in an aggregate principal amount equal to the Term C Commitment of such Term C Lender. The Term C Loans (i) shall be incurred by the Borrower pursuant to a single drawing, which shall be on the Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) shall be made as Base Rate Loans and, except as hereinafter provided, may, at the option of the Borrower, be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans, provided, that all -------- Term C Loans made by the Term C Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term C Loans of the same Type and (iv) shall not exceed for any Lender at the time of incurrence thereof on the Initial Borrowing Date the Term C Commitment, if any, of such Lender at such time. Each Term C Lender's Term C Commitment shall expire immediately and without further action on the Initial Borrowing Date if the Term C Loans are not made on the Initial Borrowing Date. No amount of a Term C Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder.

Term C Loans. Each Term C Lender, severally and for itself alone, ------------ hereby agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to make a loan (each such loan, a "Term C Loan" and ----------- collectively, the "Term C Loans") to the Borrower on the Initial Borrowing Restatement Date ------------ in an aggregate principal amount equal to the Term C Commitment of such Term C Lender. The Term C Loans (i) shall be incurred by the Borrower pursuant to a single drawing, drawing which shall be on the Initial Borrowing Restatement Date, (ii) shall be denominated in Dollars, (iii) shall be made as Base Rate Loans and, except as hereinafter provided, may, at the option of the Borrower, be maintained as and/or converted into Base Rate Loans or Eurocurrency Eurodollar Loans, provided, that all -------- Term C Loans made by the Term C Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term C Loans of the same Type and (iv) shall not exceed for any Lender at the time of incurrence thereof on the Initial Borrowing Restatement Date that aggregate principal amount which equals the Term C Commitment, if any, of such Lender at such time. Each Term C Lender's Term C Commitment shall expire immediately and without further action on the Initial Borrowing Date if the Term C Loans are not made on the Initial Borrowing Date. No amount of a Term C Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder.

Term C Loans. (i) Each Term C Lender, severally and for itself alone, ------------ hereby agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to make a loan (each such loan, a "Term C Loan" and ----------- collectively, the "Term C Loans") to the Borrower on the Initial Borrowing Fourth Amendment Effective Date ------------ in an aggregate principal amount equal to the Term C Commitment of such Term C LenderLender (the Term C Lenders making loans on the Fourth Amendment Effective Date shall be collectively referred to herein as the "Initial Term C Lenders"). The Term C Loans (i1) shall be incurred by the Borrower pursuant to a single drawing, which shall be on the Initial Fourth Amendment Effective Date (and the Borrower is hereby deemed to have requested the Term C Loans be advanced on the Fourth Amendment Effective Date and the Term C Lenders hereby waive the delivery of a written Notice of Borrowing from the Borrower in connection with the initial funding of Term C Loans on the Fourth Amendment Effective Date), (ii2) shall be denominated in Dollars, (iii3) shall be made as Base Rate Loans and, except as hereinafter provided, may, at the option of the Borrower, be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans, provided, that all -------- Term C Loans made by the Term C Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term C Loans of the same Type and (iv4) shall not exceed for any Lender at the time of incurrence thereof on the Initial Borrowing Date the thereof, such Term C Lender's Term C Commitment, if any, of such Lender at such time. Each Term C Lender's Term C Commitment shall expire immediately and without further action on the Initial Borrowing Fourth Amendment Effective Date if the Term C Loans are not made on the Initial Borrowing Datesuch date. No amount of a Term C Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder. Notwithstanding anything to the contrary herein, the Borrower may elect only Base Rate Loans or Eurocurrency Loans with a one month Interest Period until the earlier of (x) ninety (90) days after the Fourth Amendment Effective Date or (y) the date upon which the Administrative Agent determines (and notifies the Borrower) that the primary syndication (and the resultant addition of Persons as Lenders pursuant to Section 12.8) has been completed.

Term C Loans. Each Lender having a Term C LenderLoan Commitment agrees, severally in accordance with its Term C Loan Commitment and for itself alonenot jointly with the other Lenders having Term C Loan Commitments, ------------ hereby agrees, on upon the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documentsof this Agreement, to make a single loan (each such loan, a "Term C Loan" and ----------- collectively, the "Term C Loans") to the Borrower Borrowers on the Initial Borrowing Closing Date ------------ in an aggregate a principal amount equal not to exceed the Term C Loan Commitment of such Lender; provided, that if for any reason the full amount of such Lender’s Term C LenderLoan Commitment is not fully drawn on the Closing Date, the undrawn portion thereof shall automatically be terminated. The Term C Loans (i) shall be incurred by the Borrower pursuant may be, from time to a single drawingtime, which shall be on the Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) shall be made as Base Rate Loans and, except as hereinafter provided, may, at the option of the Borrower, be maintained as and/or converted into Base Rate Loans Borrowings or Eurocurrency Loans, Eurodollar Borrowings or a combination thereof; provided, that all -------- Term C Loans made by the Term C Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term C Loans of the same Type and (iv) shall not exceed for any Lender at the time of incurrence thereof on the Initial Borrowing Closing Date the Term C Commitment, if any, all Borrowings of such Lender at such time. Each Term C Lender's Term C Commitment shall expire immediately and without further action on the Initial Borrowing Date if the Term C Loans are not made on shall be Base Rate Borrowings unless the Initial Borrowing Date. No amount Borrowers have executed a funding indemnity letter in favor of a the applicable Lenders in form and substance satisfactory to the Lenders having Term C Loan which is repaid or prepaid Commitments. The execution and delivery of this Agreement by the Borrower Borrowers and the satisfaction of all conditions precedent pursuant to Article III shall be deemed to constitute the Borrowers’ request to borrow the Term C Loans on the Closing Date. Once repaid, Term C Loans under the Term C Loan Commitment may not be reborrowed hereunderreborrowed.

Term C Loans. Each At any time and from time to time prior to the Term ------------ C Loan Commitment Termination Date, PGI may request that the Lenders (or such other financial institutions as shall thereby agree to become Lenders hereunder), offer to enter into commitments to make Term C LenderLoans in an aggregate principal amount up to but not exceeding U.S. $100,000,000. In the event that one or more of the Lenders (or such other financial institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders (or other financial institutions) and PGI agree as to the amount of such commitments that shall be allocated to such Lenders (or other financial institutions) making such offers and the fees to be payable by PGI in connection therewith, such Lenders (and other financial institutions), the Administrative Agent and PGI shall execute and deliver an agreement (herein, the "Term C Loan Agreement") pursuant to --------------------- which such Lenders (and other financial institutions) shall become irrevocably obligated to make Term C Loans under this Agreement on the Term C Loan Closing Date in an amount equal to the amount of their respective Term C Loan Commitments specified in the Term C Loan Agreement. Following the execution and delivery of the Term C Loan Agreement, each Term C Loan Lender severally and for itself alone, ------------ hereby agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documentsof this Agreement, to make loans to PGI in a loan (each such loan, a "single drawing on the Term C Loan" and ----------- collectively, the "Term C Loans") to the Borrower on the Initial Borrowing Loan Closing Date ------------ in U.S. Dollars in an aggregate principal amount equal up to but not exceeding such Lender's Term C Loan Commitment as then in effect. Any financial institution not theretofore a Lender hereunder, which shall become a Term C Loan Lender pursuant to this Section 2.01(e), shall thereby become a Lender hereunder and shall have all of the obligations, rights and benefits of a Lender hereunder and under the Security Documents (including the right to share equally and ratably with the other Lenders in the collateral security and guarantees provided thereunder). After the Term C Commitment Loan Closing Date, and subject to the terms and conditions of such Term C Lender. The this Agreement, PGI may Convert Term C Loans (i) shall be incurred by the Borrower pursuant to a single drawing, which shall be on the Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) shall be made as Base Rate Loans and, except as hereinafter provided, may, at the option of the Borrower, be maintained as and/or converted one Type into Base Rate Loans or Eurocurrency Loans, provided, that all -------- Term C Loans made by the of another Type (as provided in Section 2.09 hereof) or Continue Term C Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely Loans of one Type as Term C Loans of the same Type and (iv) shall not exceed for any Lender at the time as provided in Section 2.09 hereof). Proceeds of incurrence thereof on the Initial Borrowing Date the Term C Commitment, if any, of such Lender at such time. Each Term C Lender's Term C Commitment shall expire immediately and without further action on the Initial Borrowing Date if the Term C Loans are not made on the Initial Borrowing Date. No amount of a Term C Loan which is repaid or prepaid by the Borrower may shall be reborrowed hereunderavailable for any use permitted under Section 9.13 hereof."

Term C Loans. Each Term C Lender, severally and for itself alone, ------------ hereby agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to make a loan loans (each such loan, a "“Term C Loan" ” and ----------- collectively, the "“Term C Loans"”) to the Canadian Borrower on or after the Initial Borrowing Date ------------ and prior to the Term C Commitment Expiration Date in an aggregate principal amount equal not to exceed the Term C Commitment of such Term C Lender. The Term C Loans (i) shall be incurred by the Borrower pursuant to a single drawing, which shall be on the Initial Borrowing Date, denominated in Canadian Dollars and (ii) shall be denominated in Dollars, (iii) shall be made as Base Canadian Prime Rate Loans and, except as hereinafter provided, or B/A Discount Rate Loans and may, at the option of the Canadian Borrower, be maintained as and/or converted into Base Canadian Prime Rate Loans or Eurocurrency B/A Discount Rate Loans, providedprovided that, that (x) all -------- Term C Loans made by the Term C Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term C Loans of the same Type and (ivy) shall not exceed for any Lender at except as permitted by Administrative Agent in its sole discretion, no incurrences of, or conversions into, Term C Loans maintained as B/A Discount Rate Loans with an Interest Period in excess of thirty (30) days may be effected prior to the time earlier of incurrence thereof on (1) the 60th day after the Initial Borrowing Date the Term C Commitment, if any, of such Lender at such timeand (2) Syndication Date. Each Term C Lender's ’s Term C Commitment shall expire immediately and without further action on the Initial Borrowing Term C Commitment Expiration Date if the Term C Loans are not made on the Initial Borrowing Dateor before such date. No amount of a Term C Loan which is repaid or prepaid by the Canadian Borrower may be reborrowed hereunder. For certainty and notwithstanding any other provision hereof to the contrary, conversions of Types of Term C Loans from Canadian Prime Rate Loans to B/A Discount Rate Loans, and vice versa, shall not require, or be deemed to suggest or require, any repayment of the Term C Loans being converted or any readvance of the Term C Loans into which the relevant conversion is being made; rather, with respect to conversions of Term C Loans, “conversions”, “convert” and similar expressions mean the change of the interest rate applicable to such Loans from (as applicable) (a) the Canadian Prime Rate plus the Applicable Canadian Prime Rate Margin to (b) the B/A Discount Rate plus the Applicable B/A Discount Rate Margin, or vice versa, in accordance with the provisions hereof.