Honeywell 2004 Annual Report Download - page 176

Credit, shall be subject to the conditions precedent that the Effective Date
shall have occurred and on the date of such Revolving Credit Borrowing or
issuance, as the case may be, (a) the following statements shall be true (and
each of the giving of the applicable Notice of Revolving Credit Borrowing,
Notice of Issuance and the acceptance by the Borrower requesting such Revolving
Credit Borrowing or issuance of the proceeds of such Revolving Credit Borrowing
or such issuance shall constitute a representation and warranty by such Borrower
that on the date of such Borrowing or issuance such statements are true):
(i) the representations and warranties of the Company contained in
Section 4.01 (except the representations set forth in the last sentence of
subsection (e) thereof and in subsections (f), (h)-(l) and (n) thereof)
are correct on and as of the date of such Revolving Credit Borrowing or
issuance, before and after giving effect to such Revolving Credit
Borrowing or issuance and to the application of the proceeds therefrom, as
though made on and as of such date, and additionally, if such Revolving
Credit Borrowing or issuance shall have been requested by a Designated
Subsidiary, the representations and warranties of such Designated
Subsidiary contained in its Designation Letter are correct on and as of
the date of such Revolving Credit Borrowing or issuance, before and after
giving effect to such Revolving Credit Borrowing or issuance and to the
application of the proceeds therefrom, as though made on and as of such
date, and
(ii) no event has occurred and is continuing, or would result from
such Revolving Credit Borrowing or issuance or from the application of the
proceeds therefrom, that constitutes a Default;
and (b) the Agent shall have received such other approvals, opinions or
documents as any Lender through the Agent may reasonably request.
SECTION 3.05. Conditions Precedent to Each Competitive Bid
Borrowing. The obligation of each Lender that is to make a Competitive Bid
Advance on the occasion of a Competitive Bid Borrowing to make such Competitive
Bid Advance as part of such Competitive Bid Borrowing is subject to the
conditions precedent that (i) the Agent shall have received the written
confirmatory Notice of Competitive Bid Borrowing with respect thereto, (ii) on
or before the date of such Competitive Bid Borrowing, but prior to such
Competitive Bid Borrowing, the Agent shall have received a Competitive Bid Note
payable to the order of such Lender and substantially in the form of Exhibit A-2
hereto for each of the one or more Competitive Bid Advances to be made by such
Lender as part of such Competitive Bid Borrowing, in a principal amount equal to
the principal amount of the Competitive Bid Advance to be evidenced thereby and
otherwise on such terms as were agreed to for such Competitive Bid Advance in
accordance with Section 2.03, and (iii) on the date of such Competitive Bid
Borrowing the following statements shall be true (and each of the giving of the
applicable Notice of Competitive Bid Borrowing and the acceptance by the
Borrower requesting such Competitive Bid Borrowing of the proceeds of such
Competitive Bid Borrowing shall constitute a representation and warranty by such
Borrower that on the date of such Competitive Bid Borrowing such statements are
true):
(a) the representations and warranties of the Company contained in
Section 4.01 (except the representations set forth in the last sentence of
subsection (e)
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