Honeywell 2005 Annual Report Download - page 203

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 Section 2.10, and any indemnification for Taxes under this 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 2.15. Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any
right of setoff, if any, or otherwise) on account of the Advances owing to it and under any Bankers' Acceptances (other than pursuant to Section 2.10, 2.14 or
9.04(c)) in excess of its Ratable Share of payments on account of the Advances and under any Bankers' Acceptances obtained by all the Lenders, such Lender
shall forthwith purchase from the other Lenders such participations in the Advances owing to and the Bankers' Acceptances issued or purchased by them as
shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of
such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to
the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the
proportion of (i) the amount of such Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other
amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees that any Lender so purchasing a
participation from another Lender pursuant to this Section 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the
right of setoff, if any) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such
participation.
SECTION 2.16. Use of Proceeds. The proceeds of the Advances shall be available (and each Borrower agrees that it shall use such proceeds) for
general corporate purposes of such Borrower and its Subsidiaries, including, without limitation, backstop of commercial paper.
SECTION 2.17. Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the
indebtedness of each Borrower to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal and
interest payable and paid to such Lender from time to time hereunder in respect of Advances. Each Borrower agrees that upon request of any Lender to such
Borrower (with a copy of such notice to the Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise)
the Advances owing to, or to be made by, such Lender, such Borrower shall promptly execute and deliver to such Lender a Note payable to the order of such
Lender in a principal amount up to the Commitment of such Lender.
(b) The Register maintained by the Agent pursuant to Section 9.06(d) shall include a control account, and a subsidiary account for each Lender, in
which accounts (taken
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