Honeywell 2002 Annual Report Download - page 111

the Company or such Subsidiary (as the case may be), when the same becomes
due and payable (whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise), and such failure shall continue after
the applicable grace period, if any, specified in the agreement or
instrument relating to such Debt, or (ii) any other event shall occur or
condition shall exist under any agreement or instrument relating to any
such Debt and shall continue after the applicable grace period, if any,
specified in such agreement or instrument, if the effect of such event or
condition is to accelerate, or to permit the acceleration of, the maturity
of such Debt, or (iii) any such Debt shall be declared to be due and
payable, or required to be prepaid or redeemed (other than by a regularly
scheduled required prepayment or redemption), purchased or defeased, or an
offer to prepay, redeem, purchase or defease such Debt shall be required to
be made, in each case prior to the stated maturity thereof; provided,
however, that, for purposes of this Section 6.0l(e), in the case of (x)
Debt of any Person (other than the Company or one of its Consolidated
Subsidiaries) which the Company has guaranteed and (y) Debt of Persons
(other than the Company or one of its Consolidated Subsidiaries) the
payment of which is secured by a Lien on property of the Company or such
Subsidiary, such Debt shall be deemed to have not been paid when due or to
have been declared to be due and payable only when the Company or such
Subsidiary, as the case may be, shall have failed to pay when due any
amount which it shall be obligated to pay with respect to such Debt;
provided further, however, that any event or occurrence described in this
subsection (e) shall not be an Event of Default if (A) such event or
occurrence relates to the Debt of any Subsidiary of the Company located in
China, India, the Commonwealth of Independent States or Turkey
(collectively, the "Exempt Countries"), (B) such Debt is not guaranteed or
supported in any legally enforceable manner by any Borrower or by any
Subsidiary or Affiliate of the Company located outside the Exempt
Countries, (C) such event or occurrence is due to the direct or indirect
action of any government entity or agency in any Exempt Country and (D) as
of the last day of the calendar quarter immediately preceding such event or
occurrence, the book value of the assets of such Subsidiary does not exceed
$150,000,000 and the aggregate book value of the assets of all Subsidiaries
of the Company located in Exempt Countries the Debt of which would cause an
Event of Default to occur but for the effect of this proviso does not
exceed $500,000,000; or
(f) The Company or any of its Designated or Consolidated Subsidiaries
shall generally not pay its debts as such debts become due, or shall admit
in writing its inability to pay its debts generally, or shall make a
general assignment for the benefit of creditors; or any proceeding shall be
instituted by or against the Company or any such Subsidiaries seeking to
adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief, or composition
of it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors, or seeking the entry of an order for
relief or the appointment of a receiver, trustee, custodian or other
similar official for it or for any substantial part of its property and, in
the case of any such proceeding instituted against it (but not instituted
by it), either such proceeding shall remain undismissed or unstayed for a
period of 30 days, or any of the actions sought in such proceeding
(including, without limitation, the entry of an order for relief against,
or the appointment of a receiver, trustee, custodian or other similar
official for, it or for any substantial part of its property) shall occur;
or the Company or any such Subsidiaries shall take any corporate action to
authorize any of the
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