Honeywell 2002 Annual Report Download - page 97

Lender and the Company, (y) any such Consenting Bank shall have delivered
confirmation in writing satisfactory to the Agent as to its increased
Commitment and (z) each Non-Consenting Lender being replaced pursuant to
this clause (i) shall have delivered to the Agent any Revolving Credit Note
or Notes held by such Non-Consenting Lender; and provided further that, if
requested by any Assuming Lender, each Borrower, at its own expense, shall
have executed and delivered to the Agent no later than 10:00 A.M. (New York
City time) on the Extension Date, Revolving Credit Notes payable to the
order of each such Assuming Lender, if any, dated as of the Extension Date
and substantially in the form of Exhibit A-1 hereto; or
(ii) subject to the giving of notice to such Non-Consenting Lender at
least four days prior to the Extension Date, pay, prepay or cause to be
prepaid, on and effective as of the Extension Date, all principal of, and
interest accrued to the date of such payment on, Advances and all other
amounts owing to such Non-Consenting Lender hereunder (including, but not
limited to, any increased costs or other additional amounts owing under
Section 2.10 and any indemnification for Taxes under Section 2.13) and
terminate in whole any Non-Consenting Lender's Commitment, notwithstanding
the provisions of Section 2.05; and, upon such payment or prepayment, the
obligations of such Non-Consenting Lender hereunder shall, by the
provisions hereof, be released and discharged; provided, however, that such
Non-Consenting Lender's rights under Sections 2.10, 2.13 and 9.04, and its
obligations under Section 8.05 shall survive such release and discharge as
to matters occurring prior to the Extension Date.
(c) In the event that, on or prior to the then applicable Extension
Date, all Non-Consenting Lenders shall have been superseded by Consenting
Lenders or Assuming Lenders or shall have had their Commitments terminated
pursuant to subsection (b)(i) or (b)(ii) above, the Termination Date then in
effect shall be extended for the additional one-year period as described in
subsection (a) above, each Non-Consenting Lender shall have no further
Commitment hereunder, and each Assuming Lender, if any, shall thereafter be
substituted as a party to this Agreement and be a Lender for the purposes of
this Agreement, without any further acknowledgment by or the consent of the
Lenders. The Agent shall thereupon promptly deliver the new Revolving Credit
Notes to the respective Assuming Lenders requesting such Notes and record in the
Register the relevant information with respect to each Consenting Lender and
each such Assuming Lender.
(d) In the event that (x) as to a Non-Consenting Lender, neither
procedure contemplated by subsection (b)(i) or (b)(ii) above is implemented in a
timely basis or (y) the Company shall, by written notice to the Agent at least
four days prior to the Extension Date, withdraw its request for the extension of
the Termination Date then in effect, such request by the Company shall be deemed
not to have been made, all actions theretofore taken under subsection (b)(i) or
(b)(ii) above shall be deemed to be of no effect, the Agent shall return any
Revolving Credit Notes received from any Non-Consenting Lender to such
Non-Consenting Lender and all the rights and obligations of the parties shall
continue as if no such request had been made.
SECTION 2.17. Evidence of Debt. (a) Each Lender shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness of each Borrower to such Lender resulting from each Revolving
Credit Advance owing to such Lender
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