Honeywell 2003 Annual Report Download - page 121

hereunder and Debt owed by such party to any bank, financial institution or
other institutional lender to the extent the Borrower or any Subsidiary has
deposits with such bank, financial institution or other institutional
lender sufficient to repay such Debt) of 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
51