TO THE TERM LOANS SHALL, TO THE EXTENT PERMITTED BY APPLICABLE
LAWS, BE DEEMED TO APPLY TO THE PORTION THEREOF THAT WAS USED TO REPAY AND
REPLACE THE LOANS ORIGINALLY INCURRED BY THE BORROWER TO PURCHASE THE CAPITAL
STOCK OF TG.
(C)
CALL PROTECTION.
IN THE EVENT THAT PRIOR TO THE FIRST ANNIVERSARY
OF THE EFFECTIVE DATE, THE BORROWER MAKES ANY PREPAYMENT OF ALL OR PART OF THE
TERM B DOLLAR LOANS IN
76
CONNECTION WITH ANY REPLACEMENT OR REFINANCING OF THE TERM B DOLLAR LOANS WITH
OR FROM THE PROCEEDS OF A NEW TERM LOAN HAVING AN "APPLICABLE EUROCURRENCY
MARGIN" (OR OTHER EQUIVALENT TERM) THAT, AT ANY TIME PRIOR TO THE FIRST
ANNIVERSARY OF THE EFFECTIVE DATE IS, OR COULD UPON SATISFACTION OF CERTAIN
CONDITIONS BE, LESS THAN THE APPLICABLE EUROCURRENCY MARGIN FOR THE TERM B
DOLLAR LOANS, THE BORROWER SHALL PAY A PREPAYMENT FEE TO ADMINISTRATIVE AGENT
FOR THE BENEFIT OF THE TERM B DOLLAR LENDERS EQUAL TO 1% OF THE PRINCIPAL AMOUNT
OF THE TERM B DOLLAR LOANS SO REFINANCED, PROVIDED THAT THE FOREGOING PREPAYMENT
FEE SHALL NOT BE APPLICABLE IF SUCH PREPAYMENT IS MADE IN CONNECTION WITH THE
TERMINATION OF ALL OF THE REVOLVING COMMITMENTS AND A REPAYMENT OF ALL OF THE
LOANS HEREUNDER.
SOLELY FOR PURPOSES OF THIS SECTION 4.5(C), ANY AMENDMENT,
RESTATEMENT OR OTHER MODIFICATION TO THIS AGREEMENT PRIOR TO THE FIRST
ANNIVERSARY OF THE EFFECTIVE DATE THAT REDUCES THE APPLICABLE EUROCURRENCY
MARGIN APPLICABLE TO THE TERM B DOLLAR LOANS SHALL BE TREATED AS IF THE TERM B
DOLLAR LOANS WERE REFINANCED IN FULL.
4.6
METHOD AND PLACE OF PAYMENT
(A)
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, ALL PAYMENTS
UNDER THIS AGREEMENT SHALL BE MADE TO THE ADMINISTRATIVE AGENT, FOR THE RATABLE
ACCOUNT OF THE LENDERS ENTITLED THERETO, NOT LATER THAN 1:00 P.M. (NEW YORK CITY
TIME) ON THE DATE WHEN DUE AND SHALL BE MADE IN IMMEDIATELY AVAILABLE FUNDS AND
IN EACH CASE TO THE ACCOUNT SPECIFIED THEREFOR FOR THE ADMINISTRATIVE AGENT OR
IF NO ACCOUNT HAS BEEN SO SPECIFIED AT THE PAYMENT OFFICE.
THE ADMINISTRATIVE
AGENT WILL THEREAFTER CAUSE TO BE DISTRIBUTED ON THE SAME DAY (IF PAYMENT WAS
ACTUALLY RECEIVED BY THE ADMINISTRATIVE AGENT PRIOR TO 1:00 P.M. (NEW YORK CITY
TIME) ON SUCH DAY) LIKE FUNDS RELATING TO THE PAYMENT OF PRINCIPAL OR INTEREST
OR FEES RATABLY TO THE LENDERS ENTITLED TO RECEIVE ANY SUCH PAYMENT IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
IF AND TO THE EXTENT THAT ANY SUCH
DISTRIBUTION SHALL NOT BE SO MADE BY THE ADMINISTRATIVE AGENT IN FULL ON THE
SAME DAY (IF PAYMENT WAS ACTUALLY RECEIVED BY THE ADMINISTRATIVE AGENT PRIOR TO
1:00 P.M. (NEW YORK CITY TIME) ON SUCH DAY), THE ADMINISTRATIVE AGENT SHALL PAY
TO EACH LENDER ITS RATABLE AMOUNT THEREOF AND EACH SUCH LENDER SHALL BE ENTITLED
TO RECEIVE FROM THE ADMINISTRATIVE AGENT, UPON DEMAND, INTEREST ON SUCH AMOUNT
AT THE OVERNIGHT FEDERAL FUNDS RATE (OR THE APPLICABLE COST OF FUNDS WITH
RESPECT TO AMOUNTS DENOMINATED IN EUROS OR