Honeywell 2005 Annual Report Download - page 191

the statutory periods provided by laws which apply to such Lender and make such records available to each Borrower acting reasonably. On request by any
Borrower, a Lender shall cancel and return to the possession of such Borrower all Drafts which have been pre-signed or pre-endorsed on behalf of such
Borrower and which are held by such Lender and are not required to make Bankers' Acceptances in accordance with this Article II.
(g) Distribution of Bankers' Acceptances. Bankers' Acceptances purchased by a Lender in accordance with the terms of Section 2.01(b) and this
Section 2.03 may, in such Lender's sole discretion, be held by such Lender for its own account until the applicable Maturity Date or sold, rediscounted or
otherwise disposed of by it at any time prior thereto in any relevant market therefor.
(h) Failure to Fund in Respect of Drawings. The failure of any Lender to fund the Drawing Purchase Price to be funded by it as part of any
Drawing shall not relieve any other Lender of its obligation hereunder to fund its Drawing Purchase Price on the date of such Drawing, but no Lender shall be
responsible for the failure of any other Lender to fund the Drawing Purchase Price to be funded by such other Lender on the date of any Drawing.
SECTION 2.04. Fees. (a) Facility Fee. The Company agrees to pay to the Agent for the account of each Lender a facility fee on the aggregate
amount of such Lender's Commitment from the date hereof in the case of each Initial Lender and from the effective date specified in the Assignment and
Acceptance pursuant to which it became a Lender in the case of each other Lender until the Termination Date at a rate per annum equal to the Applicable
Percentage in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and December, commencing December 31,
2005, and on the Termination Date.
(b) Drawing Fees. The applicable Borrower shall, on the date of each Drawing and on the date of each renewal of any outstanding Bankers'
Acceptances, pay to the Agent for the ratable account of the Lenders accepting Drafts and purchasing Bankers' Acceptances, the Drawing Fee with respect to
such Bankers' Acceptances. Each Borrower irrevocably authorizes each such Lender to deduct the Drawing Fee payable with respect to each Bankers'
Acceptance of such Lender from the Drawing Purchase Price payable by such Lender in respect of such Bankers' Acceptance in accordance with Section 2.03
and to apply such amount so withheld to the payment of such Drawing Fee for the account of such Borrower and, to the extent such Drawing Fee is so
withheld and legally permitted to be so applied, such Borrower's obligations under the preceding sentence in respect of such Drawing Fee shall be satisfied.
(c) Agent's Fees. The Company shall pay to the Agent for its own account such fees, and at such times, as the Company and the Agent may
separately agree.
SECTION 2.05. Termination or Reduction of the Commitments. (a) Optional Ratable Termination or Reduction. The Company shall have the
right, upon at least three Business Days' notice to the Agent, to terminate in whole or permanently reduce ratably in part the Unused Commitments of the
Lenders, provided that each partial reduction shall be in an aggregate amount not less than US$10,000,000 or an integral multiple of US$1,000,000 in
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