Honeywell 2005 Annual Report Download - page 200

Account in same day funds without set-off, counterclaim or deduction of any kind. Each Borrower shall make each payment hereunder and under any Notes
with respect to principal of, interest on, and other amounts relating to Advances denominated in Canadian Dollars not later than 12:00 Noon on the day when
due in Canadian Dollars to the Agent in same day funds by deposit of such funds to the Agent's Account without set-off, counterclaim or deduction of any
kind. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, facility fees ratably (other than
amounts payable pursuant to Section 2.10, 2.14 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds
relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied
in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in
the Register pursuant to Section 9.06(c), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments
hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and
Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.
(b) All computations of interest based on the Base Rate and of facility fees shall be made by the Agent on the basis of a year of 365 or 366 days,
as the case may be, all computations of interest based on the Eurodollar Rate or the Federal Funds Rate shall be made by the Agent on the basis of a year of
360 days and all computations of interest based on the BA Rate shall be made by the Agent on the basis of a year of 365 days, in each case for the actual
number of days (including the first day but excluding the last day) occurring in the period for which such interest or facility fees are payable. Each
determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Whenever any payment hereunder or under the Notes or in respect of Bankers' Acceptances shall be stated to be due on a day other than a
Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation
of payment of interest or facility fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of
Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.
(d) Unless the Agent shall have received notice from any Borrower prior to the date on which any payment is due to the Lenders hereunder that
such Borrower will not make such payment in full, the Agent may assume that such Borrower has made such payment in full to the Agent on such date and
the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such
Lender. If and to the extent such Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on
demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the
date such Lender repays such amount to the Agent, in the case of amounts denominated in US Dollars, at the Federal Funds Rate or, in the case of amounts
denominated in Canadian Dollars, at the Canadian Interbank Rate.
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