Honeywell 2005 Annual Report Download - page 189

all purposes hereof to be an Advance made pursuant to Section 2.01(a). The Agent agrees that it will, as promptly as practicable, notify the applicable
Borrower of the unavailability of Bankers' Acceptances and, if applicable, of the date and the amount of each Prime Rate Advance to be made or actually
made in accordance with the immediately preceding sentence. Each Draft in connection with any requested Drawing (A) shall be in a minimum amount of CN
$100,000 or an integral multiple of CN$100,000 in excess thereof, and (B) shall be dated the date of the proposed Drawing. If the Agent receives from a
Borrower a Notice of Drawing requesting a BA Advance, the Agent shall notify each of the Lenders, prior to 11:00 a.m. on the first Business Day prior to the
date of such Advance, of such request and each Lender's Ratable Share of such Advance except that, if the face amount of a draft Bankers' Acceptance that
would otherwise be accepted by a Lender would not be CN$ 100,000, or an integral multiple thereof, such face amount shall be increased or reduced by the
Paying Agent in its sole and unfettered discretion to the nearest integral multiple of CN$100,000. On the date specified in a Notice of Drawing on which
Bankers' Acceptances are to be accepted, the Agent shall advise the relevant Borrower and the Lenders as to the Agent's determination of the BA Rate. Each
Lender shall, before 1:00 p.m. (Toronto time) on the date of each Drawing, complete one or more Drafts in accordance with the related Notice of Drawing,
accept such Drafts and purchase the Bankers' Acceptances created thereby for the Drawing Purchase Price and shall, before 1:00 p.m. (Toronto time) on such
date, make available for the account of its Applicable Lending Office to the Agent at the Agent's Account, in same day funds, the Drawing Purchase Price
payable by such Lender for such Drawing less the Drawing Fee payable to such Lender with respect thereto under Section 2.04(b). Upon the fulfillment of the
applicable conditions set forth in Article III, the Agent will make the funds it has received from the Lenders available to the applicable Borrower at the
Agent's Account.
(b) Limitations on Drawings. Anything in Section 2.03(a) to the contrary notwithstanding, the Borrowers may not select a Drawing if the
obligation of the Lenders to purchase and accept Bankers' Acceptances shall then be suspended pursuant to Section 2.03(d) or 2.12.
(c) Binding Effect of Notices of Drawing. Each Notice of Drawing shall be irrevocable and binding on the Borrower giving such notice. In the
case of any proposed Drawing, the applicable Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of
any failure to fulfill on or before the date specified in the Notice of Drawing for such Drawing the applicable conditions set forth in Article III, including,
without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other
funds acquired by such Lender to fund the Drawing Purchase Price to be paid by such Lender as part of such Drawing when, as a result of such failure, such
Drawing is not made on such date.
(d) Circumstances Making Bankers' Acceptances Unavailable. (i) If, with respect to any proposed Drawing, the Agent determines in good faith
that circumstances affecting the money markets at the time any related Notice of Drawing is delivered or is outstanding will result in no market for the
Bankers' Acceptances to be created in connection with such Drawing or an insufficient demand for such Bankers' Acceptances to allow the Lenders creating
such Bankers' Acceptances to sell or trade the Bankers' Acceptances to be created and purchased or discounted by them hereunder in connection with such
Drawing, then,
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