Honeywell 2005 Annual Report Download - page 182

"Material Adverse Change" means any material adverse change in the financial condition or results of operations of the Company and its
Consolidated Subsidiaries taken as a whole.
"Material Adverse Effect" means a material adverse effect on (a) the financial condition or results of operations of the Company and its
Consolidated Subsidiaries taken as a whole, (b) the rights and remedies of the Agent or any Lender under this Agreement or any Note or (c) the ability
of the Borrowers to perform their obligations under this Agreement or any Note.
"Maturity Date" means, for each Bankers' Acceptance comprising part of the same Drawing, the date on which the Face Amount for such
Bankers' Acceptance becomes due and payable in accordance with the provisions set forth below, which shall be a Business Day occurring one, two
or three months or, subject to clause (c) of this definition, six months after the date on which such Bankers' Acceptance is purchased and/or accepted
as part of any Drawing, as the applicable Borrower may select upon notice received by the Agent not later than 10:00 a.m. (Toronto time) on the third
Business Day prior to the date on which such Bankers' Acceptance is to be accepted and purchased (whether as a new Drawing, by renewal or by
Conversion); provided, however, that:
(a) no Borrower may select any Maturity Date for any Bankers' Acceptance that occurs after the then scheduled Termination Date;
(b) the Maturity Date for all Bankers' Acceptances comprising part of the same Drawing shall occur on the same date;
(c) in the case of any such Drawing, such Borrower shall not be entitled to select an Maturity Date of six months unless, by 2:00 P.M.
(Toronto time) on the third Business Day to the date on which such Bankers' Acceptance is purchased and/or accepted, each Lender notifies
the Agent that such Lender will be purchasing and/or accepting such Drawing with such Maturity Date (the failure of any Lender to so
respond by such time being deemed for all purposes of this Agreement as an objection by such Lender to such requested Maturity Date);
provided that, if any or all of the Lenders object to the requested Maturity Date, the Maturity Date for such Drawing shall be one, two or three
months, as specified by the Borrower requesting such Drawing in the applicable Notice of Drawing as the desired alternative to such requested
Maturity Date; and
(d) whenever the Maturity Date for any Bankers' Acceptance would otherwise occur on a day other than a Business Day, such Maturity
Date shall be extended to occur on the next succeeding Business Day.
"Moody's" means Moody's Investors Service, Inc.
"Multiemployer Plan" of any Person means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which such Person or any of
its ERISA Affiliates is 12