Honeywell 2005 Annual Report Download - page 190

upon notice to the applicable Borrower and the Lenders, (A) the Notice of Drawing with respect to such proposed Drawing shall be cancelled and the
Drawing requested therein shall not be made and (B) the right of the Borrowers to request a Drawing shall be suspended until the Agent shall notify the
Company that the circumstances causing such suspension no longer exist. In the case of any such cancellation of a Notice of Drawing, unless the applicable
Borrower shall give written notice to the contrary to the Agent, the cancellation of any such Notice of Drawing shall be deemed to be the giving by the such
Borrower of a Notice of Borrowing for Advances consisting of Prime Rate Advances in an aggregate principal amount equal to the aggregate Face Amount of
such proposed Drawing and the Lenders shall, subject to the terms and conditions hereof applicable to the making of Advances, make such Advances
available to the applicable Borrower, if practicable, on the same Business Day, and otherwise on the next Business Day. The Agent agrees that it will, as
promptly as practicable, notify the Company and 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.
(ii) Upon the occurrence and during the continuance of any Default, the obligation of the Lenders to purchase and/or accept Bankers'
Acceptances shall be suspended.
(e) Assumptions of the Agent. Unless the Agent shall have received notice from a Lender prior to the date of any Drawing that such Lender will
not make available to it such Lender's ratable share of such Drawing in accordance with Section 2.03(a), the Agent may assume that such Lender has made
such ratable share available to it on the date of such Drawing in accordance with Section 2.03(a) and the Agent may, in reliance upon such assumption, make
available to the applicable Borrower on such date a corresponding amount. If and to the extent that any such Lender shall not have so made such ratable share
available to the Agent, such Lender and the applicable Borrower severally agree to repay or pay 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 or paid
to the Agent, at (i) in the case of such Borrower, a rate per annum equal to the BA Rate used in calculating the Drawing Purchase Price with respect to such
Drawing, and (ii) in the case of such Lender, the Canadian Interbank Rate. If such Lender shall pay to the Agent such corresponding amount, such amount so
paid shall constitute such Lender's Bankers' Acceptance as part of such Drawing for all purposes under this Agreement.
(f) Power of Attorney. To enable the Lenders to create Bankers' Acceptances in accordance with Section 2.01(c) and this Section 2.03, (i) each
Borrower hereby irrevocably appoints each Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, any
Draft necessary to enable each Lender to create Bankers' Acceptances, provided that the aggregate amount of Bankers' Acceptances created by each Lender in
connection with any Drawing shall not exceed such Lender's Ratable Share of the such Drawing. All Drafts signed or endorsed on a Borrower's behalf by a
Lender shall be binding on such Borrower, all as if duly signed or endorsed by such Borrower. Each Lender shall (i) maintain a record with respect to any
Draft completed in accordance with this Section 2.03(f), voided by it for any reason, accepted and purchased or purchased pursuant to this Section 2.03(f), and
cancelled at its respective maturity; and (ii) retain such records in the manner and for
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