Honeywell 2005 Annual Report Download - page 192

excess thereof. The aggregate amount of the Commitments, once reduced as provided in this Section 2.05(a), may not be reinstated.
(b) 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 Commitment, which Commitments shall be terminated effective as of the latest of (i)
the date that is 60 calendar days after such Change of Control, (ii) the end of the Interest Period for any Eurodollar Rate Advance outstanding at the time of
such Change of Control or for any Eurodollar Rate Advance made pursuant to the next sentence of this Section 2.05(b) or (iii) the Maturity Date of any
Bankers' Acceptance outstanding at the time of such Change of Control or for any Bankers' Acceptance made pursuant to the next sentence of this Section
2.05(b). Upon the occurrence of a Change of Control, each Borrower's right to make a Borrowing under this Agreement shall be suspended for a period of 60
calendar days, except for Base Rate Advances, Prime Rate Advances, Eurodollar Rate Advances having an Interest Period ending not later than 90 calendar
days after such Change of Control or Bankers' Acceptances having a Maturity Date not later than 90 calendar days after such Change of Control. A notice of
termination pursuant to this Section 2.05(b) shall not have the effect of accelerating any outstanding Advance of such Lender.
(c) Term Loan Election. On the Termination Date, if the Company has made the Term Loan Election in accordance with Section 2.06(a) prior to
such date, and from time to time thereafter upon each prepayment of the Advances, the Commitments of the Lenders shall be automatically and permanently
reduced on a pro rata basis by an amount equal to the amount by which (i) the aggregate Commitments immediately prior to such reduction exceeds (ii) the
aggregate unpaid principal amount of all Advances outstanding at such time.
SECTION 2.06. Repayment of Advances. (a) Advances. Each Borrower shall, subject to the next succeeding sentence, repay to the Agent for the
ratable account of the Lenders on the Termination Date the aggregate principal amount of the Advances then outstanding. The Company may, upon not less
than 15 days' notice to the Agent, elect (the "Term Loan Election") to convert all of the Advances outstanding on the Termination Date in effect at such time
into a term loan which the Borrowers shall repay in full ratably to the Lenders on the Final Maturity Date; provided that the Term Loan Election may not be
exercised unless the applicable conditions in Article III are satisfied on the date of notice of the Term Loan Election and on the date on which the Term Loan
Election is to be effected. All Advances converted into a term loan pursuant to this Section 2.06 shall continue to constitute Advances except that the
Borrowers may not reborrow pursuant to Section 2.01 after all or any portion of such Advances have been prepaid pursuant to Section 2.09.
(b) Bankers' Acceptances. Each Borrower shall, subject to Section 2.12(a), pay to the Agent for the ratable account of the Lenders on the Maturity
Date of any Bankers' Acceptances issued by it an amount equal to the aggregate Face Amount of all such Bankers' Acceptances maturing on such date. Any
payment by the Borrower of any Bankers' Acceptances in accordance with this Section 2.06(b) shall, to the extent of such payment, satisfy the obligations of
such Borrower under the Bankers' Acceptances to which it relates and, in the case of a Bankers' Acceptance, the Lender that has accepted such Bankers'
Acceptance shall, to the extent of such payment to such Lender, thereafter be solely responsible for the payment thereof.
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