Honeywell 2005 Annual Report Download - page 198

(b) Notwithstanding any other provision of this Agreement, if the introduction of or any change in the interpretation of any law or regulation
(including, without limitation, any change in acceptance limits imposed on any Lender) shall make it unlawful, or any central bank or other governmental
authority shall assert that it is unlawful, for any Lender or any of their respective BA Lending Offices to perform its obligations hereunder to complete and
accept Drafts, to purchase Bankers' Acceptances or to continue to fund or maintain Bankers' Acceptances hereunder, then, upon notice thereof and demand
therefor by such Lender to the Borrowers through the Agent (i) an amount equal to the aggregate Face Amount of all Bankers' Acceptances outstanding at
such time shall, upon such demand (which shall only be made if deemed necessary by the applicable Lender to comply with applicable law), be deposited by
the Borrowers into the Cash Collateral Account until the Maturity Date of each such Bankers' Acceptance, (ii) upon the Maturity Date of any Bankers'
Acceptance in respect of which any such deposit has been made, the Agent shall be, and hereby is, authorized (without notice to or any further action by any
Borrower) to apply, or to direct the Agent to apply, such amount (or the applicable portion thereof) to the reimbursement of such Bankers' Acceptance and
(iii) the obligation of the Lenders to complete and accept Drafts and/or to purchase Bankers' Acceptances shall be suspended until the Agent shall notify the
Borrowers that such Lender has determined that the circumstances causing such suspension no longer exist.
SECTION 2.12. Renewal and Conversion of Bankers' Acceptances. (a) Optional Renewal or Conversion. Each Borrower may on any Business
Day, upon notice given to the Agent not later than 12:00 noon (Toronto time) on a Business Day at least two Business Days prior to the date of the proposed
renewal or Conversion and subject to the provisions of Section 2.11, renew all or any portion of the Bankers' Acceptances comprising part of the same
Drawing made by such Borrower or Convert all or any portion of the Bankers' Acceptances comprising part of the same Drawing made by such Borrower to a
Borrowing comprised of Prime Rate Advances; provided, however, that:
(i) any renewal or Conversion of Bankers' Acceptances shall be made only on the then existing Maturity Date for such Bankers' Acceptances;
(ii) each renewal or Conversion of Bankers' Acceptances comprising part of the same Drawing shall be made ratably among the Lenders holding
such Bankers' Acceptances in accordance with the respective amount of such Bankers' Acceptances so held;
(iii) no renewal of any Bankers' Acceptance may be made at any time that a Default has occurred and is continuing, and
(iv) no Conversion may be made if the amount of the Advance to be made by any Lender in connection with such Conversion would exceed
such Lender's Unused Commitment in effect at the time of such Conversion.
Each such notice of renewal or Conversion shall, within the restrictions set forth above, specify (A) the date of such renewal or Conversion (which shall be
the then existing Maturity Date of such Bankers' Acceptances and shall be a Business Day), (B) the Bankers' Acceptances to be renewed or Converted, (C) if
less than all of the Bankers' Acceptances comprising part of any
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