Honeywell 2005 Annual Report Download - page 197

(b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental
authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any
corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend or to
accept, purchase and/or discount Bankers' Acceptances hereunder and other commitments of such type or the purchase and/or acceptance and maintenance of
Bankers' Acceptances, then, upon demand by such Lender (with a copy of such demand to the Agent), the Company shall pay to the Agent for the account of
such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such
circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to
lend or to accept, purchase and/or discount Bankers' Acceptances or to the purchase and/or acceptance and maintenance of Bankers' Acceptances hereunder.
A certificate as to such amounts submitted to the Company and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest
error.
(c) Any Lender claiming any additional amounts payable pursuant to this Section 2.10 shall, upon the written request of the Company delivered
to such Lender and the Agent, assign, pursuant to and in accordance with the provisions of Section 9.06, all of its rights and obligations under this Agreement
and under the Notes to an Eligible Assignee selected by the Company; provided, however, that (i) no Default shall have occurred and be continuing at the
time of such request and at the time of such assignment; (ii) the assignee shall have paid to the assigning Lender the aggregate principal amount of, and any
interest accrued and unpaid to the date of such assignment on, the Advances of such Lender; (iii) the Company shall have paid to the assigning Lender any
and all facility fees and other fees payable to such Lender and all other accrued and unpaid amounts owing to such Lender under any provision of this
Agreement (including, but not limited to, any increased costs or other additional amounts owing under this Section 2.10, and any indemnification for Taxes
under Section 2.14) as of the effective date of such assignment and (iv) if the assignee selected by the Company is not an existing Lender, such assignee or the
Company shall have paid the processing and recordation fee required under Section 9.06(a) for such assignment; provided further that the assigning Lender's
rights under Sections 2.10, 2.14 and 9.04, and its obligations under Section 8.05, shall survive such assignment as to matters occurring prior to the date of
assignment.
SECTION 2.11. Illegality. (a) Notwithstanding any other provision of this Agreement, if any Lender shall notify the Agent that the introduction
of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is
unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain
Eurodollar Rate Advances hereunder, (a) each such Eurodollar Rate Advance will automatically, upon such demand, be Converted into a Base Rate Advance
and (b) the obligation of the Lenders to make such Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders
that the circumstances causing such suspension no longer exist.
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