Honeywell 2004 Annual Report Download - page 162

(d) Termination by a Lender. In the event that a Change of Control
occurs, each Lender may, by notice to the Company and the Agent given not later
than 50 calendar days after such Change of Control, terminate its Revolving
Credit Commitment and its Unissued Letter of Credit Commitment, if any, which
Commitments shall be terminated effective as of the later of (i) the date that
is 60 calendar days after such Change of Control or (ii) the end of the Interest
Period for any Eurocurrency Rate Advance outstanding at the time of such Change
of Control or for any Eurocurrency Rate Advance made pursuant to the next
sentence of this Section 2.06(d). Upon the occurrence of a Change of Control,
each Borrower's right to make a Borrowing or request the issuance of a Letter of
Credit under this Agreement shall be suspended for a period of 60 calendar days,
except for Base Rate Advances and Eurocurrency Rate Advances having an Interest
Period ending not later than 90 calendar days after such Change of Control. A
notice of termination pursuant to this Section 2.06(d) shall not have the effect
of accelerating any outstanding Advance of such Lender and the Notes of such
Lender.
(e) Funds deposited to the L/C Cash Deposit Account pursuant to
Section 2.06(b)(v) above (in the case of an assigning Lender thereunder that is
an Issuing Bank) or Section 2.06(c)(i) above (in the case of a Lender whose
Commitments are terminated thereunder that is an Issuing Bank) shall be applied
to reimburse any drawings made under any Letter of Credit issued by such
applicable Issuing Bank to the extent permitted by applicable law, and if so
applied then such reimbursement shall be deemed satisfaction of the obligations
of the Lenders and of the applicable Borrower to reimburse such drawing. After
all of the Letters of Credit issued by such Issuing Banks shall have expired or
been fully drawn upon and all other obligations of the Borrowers hereunder to
such Issuing Banks have been paid in full, the balance, if any, in the L/C Cash
Deposit Account shall be promptly returned to the Company.
SECTION 2.07. Repayment of Advances. (a) Revolving Credit Advances.
Each Borrower shall repay to the Agent for the ratable account of the Lenders on
the Termination Date the aggregate principal amount of the Revolving Credit
Advances then outstanding.
(b) Competitive Bid Advances. Each Borrower shall repay to the
Administrative Agent, for the account of each Lender that has made a Competitive
Bid Advance, the aggregate outstanding principal amount of each Competitive Bid
Advance made to such Borrower and owing to such Lender on the earlier of (i) the
maturity date therefor, specified in the related Notice of Competitive Bid
Borrowing delivered pursuant to Section 2.03(a)(i) and (ii) the Termination
Date.
(c) Letter of Credit Reimbursements. The obligation of any Borrower
under this Agreement, any Letter of Credit Application and any other agreement
or instrument, in each case, to repay any Revolving Credit Advance that results
from payment of a drawing under a Letter of Credit shall be unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement, such Letter of Credit Application and such other agreement or
instrument under all circumstances, including, without limitation, the following
circumstances (it being understood that any such payment by a Borrower is
without prejudice to, and does not constitute a waiver of, any rights such
Borrower might have or might acquire as a result of the payment by any Lender of
any draft or the reimbursement by the Borrower thereof as set forth in Section
9.16 or otherwise):
31