Honeywell 2005 Annual Report Download - page 188

incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as
part of such Borrowing when such Advance, as a result of such failure, is not made on such date.
(d) Unless the Agent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the
Agent such Lender's ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of
such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower
proposing such Borrowing on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to
the Agent, such Lender and such Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest
thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Agent, at (i) in the case of such
Borrower, the interest rate applicable at the time to Advances comprising such Borrowing and (ii) in the case of such Lender, (A) the Federal Funds Rate in
the case of Advances denominated in US Dollars or (B) the Canadian Interbank Rate in the case of Advances denominated in Canadian Dollars. If such
Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Advance as part of such Borrowing for
purposes of this Agreement.
(e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation,
if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the
Advance to be made by such other Lender on the date of any Borrowing.
SECTION 2.03. Drawings of Bankers' Acceptances. (a) Request for Drawing. Each Drawing shall be made on notice, given not later than 12:00
noon (Toronto time) on a Business Day at least two Business Days prior to the date of the proposed Drawing, by a Borrower to the Agent, which shall give
each Lender prompt notice thereof by telecopier. Each notice of a Drawing (a "Notice of Drawing") shall be in writing (including by telecopier), in
substantially the form of Exhibit B-2 hereto, and shall be confirmed by telephone immediately by the applicable Borrower, specifying therein the requested
(i) date of such Drawing (which shall be a Business Day), (ii) aggregate Face Amount of such Drawing and (iii) initial Maturity Date for each Bankers'
Acceptance comprising part of such Drawing; provided, however, that, if the Agent determines in good faith (which determination shall be conclusive and
binding upon the applicable Borrower) that the Drafts to be accepted and purchased as part of any Drawing cannot, due solely to the requested aggregate Face
Amount thereof, be accepted and/or purchased ratably by the Lenders in accordance with Section 2.01(b), then the aggregate Face Amount of such Drawing
(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
Drafts comprising part of such Drawing to be so accepted and purchased and, unless the applicable Borrower shall have given written notice to the contrary to
the Agent, each Lender shall fund the difference between such Lender's ratable portion of the original aggregate Face Amount of such Drawing 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
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