Honeywell 2004 Annual Report Download - page 175

(c) The Company shall have paid all accrued fees and expenses of the
Agent (including the billed fees and expenses of counsel to the Agent).
SECTION 3.03. Initial Loan to Each Designated Subsidiary. The
obligation of each Lender to make an initial Advance to each Designated
Subsidiary following any designation of such Designated Subsidiary as a Borrower
hereunder pursuant to Section 9.07 is subject to the Agent's receipt on or
before the date of such initial Advance of each of the following, in form and
substance satisfactory to the Agent and dated such date, and (except for the
Revolving Credit Notes) in sufficient copies for each Lender:
(a) The Revolving Credit Notes of such Borrower to the order of the
Lenders to the extent requested by any Lender pursuant to Section 2.17.
(b) Certified copies of the resolutions of the Board of Directors of
such Borrower (with a certified English translation if the original
thereof is not in English) approving this Agreement and the Notes of such
Borrower, and of all documents evidencing other necessary corporate action
and governmental approvals, if any, with respect to this Agreement and
such Notes.
(c) A certificate of the Secretary or an Assistant Secretary of such
Borrower certifying the names and true signatures of the officers of such
Borrower authorized to sign this Agreement and the Notes of such Borrower
and the other documents to be delivered hereunder.
(d) A certificate signed by a duly authorized officer of the
Company, dated as of the date of such initial Advance, certifying that
such Borrower shall have obtained all governmental and third party
authorizations, consents, approvals (including exchange control approvals)
and licenses required under applicable laws and regulations necessary for
such Borrower to execute and deliver this Agreement and the Notes and to
perform its obligations thereunder.
(e) The Designation Letter of such Designated Subsidiary,
substantially in the form of Exhibit D hereto.
(f) Evidence of the Process Agent's acceptance of its appointment
pursuant to Section 9.12(a) as the agent of such Borrower, substantially
in the form of Exhibit E hereto.
(g) A favorable opinion of counsel to such Designated Subsidiary,
dated the date of such initial Advance, substantially in the form of
Exhibit G hereto.
(h) Such other approvals, opinions or documents as any Lender,
through the Agent, may reasonably request.
SECTION 3.04. Conditions Precedent to Each Revolving Credit
Borrowing and Issuance. The obligation of each Lender to make a Revolving Credit
Advance (other than an Advance made by any Issuing Bank or any Lender pursuant
to Section 2.04(c)) on the occasion of each Revolving Credit Borrowing, and the
obligation of the Issuing Bank to issue a Letter of
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