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 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.
D.
PREPAYMENT OF TERM C DOLLAR LOANS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, INCLUDING
WITHOUT LIMITATION, ANY PROVISION OF ARTICLE IV HEREOF, THE BORROWER SHALL HAVE
THE RIGHT TO PREPAY IN WHOLE (BUT NOT IN PART) THE OUTSTANDING TERM B DOLLAR
LOANS WITHOUT ANY OBLIGATION TO PREPAY ANY PORTION OF THE TERM C DOLLAR LOANS.
12.6.
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