Honeywell 2003 Annual Report Download - page 89

(e) The failure of any Lender to make the Revolving Credit Advance to
be made by it as part of any Revolving Credit Borrowing shall not relieve any
other Lender of its obligation, if any, hereunder to make its Revolving Credit
Advance on the date of such Revolving Credit Borrowing, but no Lender shall be
responsible for the failure of any other Lender to make the Revolving Credit
Advance to be made by such other Lender on the date of any Revolving Credit
Borrowing.
SECTION 2.03. The Competitive Bid Advances. (a) Each Lender severally
agrees that any Borrower may request Competitive Bid Borrowings under this
Section 2.03 from time to time on any Business Day during the period from the
date hereof until the date occurring seven days prior to the Termination Date in
the manner set forth below; provided that, following the making of each
Competitive Bid Borrowing, the aggregate amount (based in respect of any Advance
denominated in a Foreign Currency on the Equivalent in Dollars on such Business
Day) of the Advances then outstanding shall not exceed the aggregate amount of
the Commitments of the Lenders (computed without regard to any Competitive Bid
Reduction). Notwithstanding anything herein to the contrary, no Competitive Bid
Borrowing may be made in a Foreign Currency if, after giving effect to the
making of such Revolving Credit Borrowing, the Equivalent in Dollars of the
aggregate amount of outstanding Competitive Bid Advances denominated in Foreign
Currencies, together with the Equivalent in Dollars of the aggregate amount of
outstanding Revolving Credit Advances denominated in Major Currencies, would
exceed $500,000,000.
(i) Any Borrower may request a Competitive Bid Borrowing under this
Section 2.03 by delivering to the Agent (and the Agent shall, in the case
of a Competitive Bid Borrowing not consisting of Fixed Rate Advances or
LIBO Rate Advances to be denominated in Dollars, immediately notify the
Sub-Agent), by telecopier or telex, a notice of a Competitive Bid Borrowing
(a "Notice of Competitive Bid Borrowing"), in substantially the form of
Exhibit B-2 hereto, specifying therein the requested (A) date of such
proposed Competitive Bid Borrowing, (B) aggregate amount of such proposed
Competitive Bid Borrowing, (C) interest rate basis and day count convention
to be offered by the Lenders, (D) currency of such proposed Competitive Bid
Borrowing, (E) in the case of a Competitive Bid Borrowing consisting of
LIBO Rate Advances, Interest Period of each Competitive Bid Advance to be
made as part of such Competitive Bid Borrowing, or in the case of a
Competitive Bid Borrowing consisting of Fixed Rate Advances or Local Rate
Advances, maturity date for repayment of each Fixed Rate Advance or Local
Rate Advance to be made as part of such Competitive Bid Borrowing (which
maturity date may not be earlier than the date occurring five days after
the date of such Competitive Bid Borrowing or later than the Termination
Date), (F) interest payment date or dates relating thereto, (G) location of
such Borrower's account to which funds are to be advanced, and (H) other
terms (if any) to be applicable to such Competitive Bid Borrowing, not
later than (w) 10:00 A.M. (New York City time) at least one Business Day
prior to the date of the proposed Competitive Bid Borrowing, if such
Borrower shall specify in its Notice of Competitive Bid Borrowing that the
rates of interest to be offered by the Lenders shall be fixed rates per
annum (each Advance comprising any such Competitive Bid Borrowing being
referred to herein as a "Fixed Rate Advance") and that the Advances
comprising such proposed Competitive Bid Borrowing shall be denominated in
Dollars, (x) 10:00 A.M. (New York City time) at
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