Honeywell 2005 Annual Report Download - page 177

"Disclosed Litigation" has the meaning specified in Section 3.01(b).
"Domestic Lending Office" means, with respect to any Initial Lender, the office of such Lender specified as its "Domestic Lending Office"
opposite its name on Schedule I hereto and, with respect to any other Lender, the office of such Lender specified as its "Domestic Lending Office" in
the Assignment and Acceptance pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time
specify to the Company and the Agent.
"Draft" means a blank bill of exchange, within the meaning of the Bills of Exchange Act (Canada), drawn by a Borrower on any Lender, in
substantially the form of Exhibit A-2, and which, except as otherwise provided herein, has not been completed or accepted by such Lender.
"Drawing" means the simultaneous acceptance of Drafts and purchase of Bankers' Acceptances by the Lenders, in accordance with Section
2.03(a).
"Drawing Fee" means, with respect to each Bankers' Acceptance, an amount equal to (a) the sum of (x) the Applicable Margin in effect on the
date of the Drawing or renewal, as the case may be, of such Bankers' Acceptance plus (y) the Applicable Utilization Fee, if any, in effect on the date
of the Drawing or renewal, as the case may be, of such Bankers' Acceptance multiplied by (b) the Face Amount of such Bankers' Acceptance,
calculated on the basis of the term to maturity of such Bankers' Acceptance and a year of 365 days.
"Drawing Purchase Price" means, with respect to each Bankers' Acceptance to be purchased and/or accepted by any Lender at any time, the
amount (adjusted to the nearest whole cent or, if there is no nearest whole cent, the next higher whole cent) obtained by dividing (i) the aggregate Face
Amount of such Bankers' Acceptance, by (ii) the sum of (A) one and (B) the product of (1) the BA Rate in effect at such time (expressed as a decimal
fraction) multiplied by (2) a fraction the numerator of which is the number of days in the term to maturity of such Bankers' Acceptance and the
denominator of which is 365 days.
"Effective Date" has the meaning specified in Section 3.01.
"Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender; (c) any Person approved by the Agent and, unless a Default has occurred
and is continuing at the time any assignment is effected pursuant to Section 8.07, the Company, such approval not to be unreasonably withheld or
delayed, provided that each Eligible Assignee is not a non-resident of Canada for the purposes of Part XIII of the Income Tax Act (Canada), provided,
further, that neither the Company nor any Affiliate of the Company shall qualify as an Eligible Assignee under this definition.
"Environmental Action" means any action, suit, demand, demand letter, claim, notice of non-compliance or violation, notice of liability or
potential liability, investigation, proceeding, consent order or consent agreement relating in any way to any Environmental Law, Environmental
Permit or Hazardous Materials or arising from 7