Honeywell 2005 Annual Report Download - page 202

the Company or such Borrower, cooperate with the Company or such Borrower, as the case may be, in its efforts to obtain a refund or similar relief in respect
of such payment.
(d) Within 30 days after the date of any payment of Taxes by a Borrower under subsection (a) above, each Borrower shall furnish to the Agent, at
its address referred to in Section 9.02, the original or a certified copy of a receipt evidencing payment thereof. In the case of any payment hereunder or under
the Notes or in respect of a Bankers' Acceptance by or on behalf of any Borrower through an account or branch outside the United States and Canada or by or
on behalf of any Borrower by a payor that is not a United States person or a corporation organized under the laws of Canada or any political subdivision
thereof, if such Borrower determines that no Taxes are payable in respect thereof, such Borrower shall furnish, or shall cause such payor to furnish, to the
Agent, at such address, an opinion of counsel acceptable to the Agent stating that such payment is exempt from Taxes. For purposes of this subsection (d) and
subsection (e), the terms "United States" and "United States person" shall have the meanings specified in Section 7701 of the Internal Revenue Code.
(e) Each Lender hereby certifies that it is a resident of Canada for purposes of Part XIII of the Income Tax Act (Canada) or that payments of
interest to it by any Borrower are otherwise exempt from Canadian withholding taxes. Each Person that becomes a Lender hereafter shall promptly deliver to
the Borrowers and the Agent a certificate as to whether such Person is a resident of Canada for purposes of Part XIII of the Income Tax Act (Canada) or that
payments of interest to it by the Borrowers are otherwise exempt from Canadian withholding taxes. If any such Lender is not a resident of Canada for
purposes of Part XIII of the Income Tax Act (Canada) or otherwise not exempt from the payment of Canadian withholding taxes on interest payments to it,
such Lender shall not be entitled to payments hereunder with respect to taxes imposed under Part XIII of the Income Tax Act (Canada) and such interest
payments will be net of any applicable withholding taxes required to be withheld and remitted by the payor.
(f) For any period with respect to which a Lender has failed to provide each Borrower with the appropriate certification described in
Section 2.14(e) (other than if such failure is due to a change in law occurring subsequent to the date on which a certification originally was required to be
provided), such Lender shall not be entitled to indemnification under Section 2.14(a) or (c) with respect to Taxes imposed by Canada by reason of such
failure; provided, however, that should a Lender become subject to Taxes because of its failure to deliver a certification required hereunder, each Borrower
shall take such steps as such Lender shall reasonably request to assist such Lender to recover such Taxes.
(g) If any Borrower is required to pay any additional amount to any Lender or to the Agent or on behalf of any of them to any taxing authority
pursuant to this Section 2.14, such Lender shall, upon the written request of the Company delivered to such Lender and the Agent, assign, pursuant to and in
accordance with the provisions of Section 9.06, all of its rights and obligations under this Agreement and under the Notes to an Eligible Assignee selected by
the Company; provided, however, that (i) no Default shall have occurred and be continuing at the time of such request and at the time of such assignment;
(ii) the assignee shall have paid to the assigning Lender the aggregate principal amount of, and any interest accrued and unpaid to the date of such assignment
on, the Advances of such Lender; (iii) the Company shall have paid to the assigning Lender any and all facility fees and other fees payable to such Lender and
all other
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