Honeywell 2005 Annual Report Download - page 196

amount of the prepayment, given not later than 11:00 A.M. (Toronto time) on the second Business Day prior to the date of such proposed prepayment, in the
case of Eurodollar Rate Advances, and not later than 11:00 A.M. (Toronto time) on the day of such proposed prepayment, in the case of Base Rate Advances
or Prime Rate Advances, and, if such notice is given, such Borrower shall, prepay the outstanding principal amount of the Advances comprising part of the
same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however,
that (x) each partial prepayment shall be in an aggregate principal amount not less than the Borrowing Minimum or the Borrowing Multiple in excess thereof
and (y) in the event of any such prepayment of a Eurodollar Rate Advance other than on the last day of the Interest Period therefor, such Borrower shall be
obligated to reimburse the Lenders in respect thereof pursuant to Section 9.04(c). Each notice of prepayment by a Borrower shall be given to the Agent
through the Company.
(b) Mandatory Prepayments. (i) If, on any date, the sum of (A) the aggregate principal amount of all Advances denominated in Canadian Dollar
then outstanding plus (B) the Equivalent in Canadian Dollar (determined on the third Business Day prior to such date) of the aggregate principal amount of all
Advances denominated in US Dollars then outstanding exceeds 103% of the aggregate Commitments of the Lenders on such date, the Borrowers shall
thereupon promptly prepay the outstanding principal amount of any Advances owing by such Borrower in an aggregate amount sufficient to reduce such sum
to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date, together with any interest accrued to the date of such
prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Advance on a date other than the last day of an Interest
Period or at its maturity, any additional amounts which such Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section
9.04(c). The Agent shall give prompt notice of any prepayment required under this Section 2.09(b)(i) to the Borrowers and the Lenders.
SECTION 2.10. Increased Costs. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or
(ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall
be (A) any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, (B) any increase in the cost to
any Lender of agreeing to perform or of performing its obligations under this Agreement under or in respect of Bankers' Acceptances or (C) any reduction in
any amount payable to, or any increase in any payment required to be made by, or any forgiveness or reduction of effective return to, any Lender under this
Agreement under or in respect of Bankers' Acceptances (excluding for purposes of this Section 2.10 any such increased costs resulting from (i) Taxes or Other
Taxes (as to which Section 2.14 shall govern) and (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or by
the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof),
then the Borrower of such Advances shall from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for
the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased
cost, submitted to such Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error.
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