Honeywell 2005 Annual Report Download - page 199

Drawing are to be renewed or Converted, the aggregate Face Amount for such renewal or Conversion and (D) in the case of a renewal, the term to maturity of
the renewed Bankers' Acceptances (which shall comply with the definition of "Maturity Date" in Section 1.01); provided, however, that, if the Agent
determines in good faith (which determination shall be conclusive and binding upon each Borrower) that the Bankers' Acceptances cannot, due solely to the
requested aggregate Face Amount thereof, be renewed ratably by the Lenders, the aggregate Face Amount of such renewal (or the Face Amount of Bankers'
Acceptances to be created by any Lender) shall be reduced to such lesser amount as the Agent determines will permit such renewal to be so made and each
Lender shall fund the difference between such Lender's ratable portion of the original aggregate Face Amount of such renewal and the Face Amount of the
Bankers' Acceptances to be created by such Lender after giving effect to such reduction in the form of a Prime Rate Advance, which shall be deemed for all
purposes hereof to be an Advance made pursuant to Section 2.01(a). Each notice of renewal or Conversion under this Section 2.12 shall be irrevocable and
binding on the Borrower giving such notice. Upon any renewal of Bankers' Acceptances comprising part of any Drawing in accordance with this Section
2.12(a), the Lenders holding the Bankers' Acceptances to be renewed shall exchange such maturing Bankers' Acceptances for new Bankers' Acceptances
containing the terms set forth in the applicable notice of renewal, and the Drawing Purchase Price payable for each such renewal shall be applied, together
with other funds, if necessary, available to the applicable Borrower, to reimburse the Bankers' Acceptances otherwise maturing on such date in accordance
with Section 2.06(b). Each Borrower hereby irrevocably authorizes and directs each Lender to apply the proceeds of each renewed Bankers' Acceptance
owing to it to the reimbursement, in accordance with this Section 2.12(a), of the Bankers' Acceptances owing to such Lender by such Borrower and maturing
on such date. Upon any Conversion of Bankers' Acceptances comprising part of the same Drawing in accordance with this Section 2.12(a), the obligation of
the Borrower requesting such Conversion to reimburse the Lenders under Section 2.06 in respect of the Bankers' Acceptances otherwise maturing on such
date shall, to the extent of such conversion, be Converted to an obligation to reimburse the Lenders making the Advances made in respect of such maturing
Bankers' Acceptances on such date ratably in accordance with the amount of the Advances held by such Lender at the time of reimbursement. Each Borrower
hereby irrevocably authorizes and directs each Lender to apply the net proceeds of each Prime Rate Advance made by such Lender pursuant to this Section
2.12(a) to the reimbursement of the Bankers' Acceptances owing to such Lender and maturing on such date.
(b) Mandatory Conversion. If any Default shall have occurred and be continuing or if any Borrower shall fail (i) to deliver a properly completed
notice of renewal or a properly completed notice of Conversion under Section 2.12(a) indicating its intention to renew or to Convert any maturing Bankers'
Acceptances or (ii) to reimburse the Lenders for any Bankers' Acceptances comprising part of the same Drawing pursuant to Section 2.06, the Agent will
forthwith so notify such Borrower and the Lenders, whereupon each such Bankers' Acceptance will automatically, on the then existing Maturity Date of such
Bankers' Acceptances, Convert into a Prime Rate Advance.
SECTION 2.13. Payments and Computations. (a) Each Borrower shall make each payment hereunder and under any Notes, except with respect to
principal of, interest on, and other amounts relating to, Advances denominated in a Canadian Dollars, not later than 11:00 A.M. (Toronto time) on the day
when due in US Dollars to the Agent at the Agent's
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