Honeywell 2005 Annual Report Download - page 205

(e) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the
Agent:
(i) The Notes of each Borrower to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17.
(ii) Certified copies of the resolutions of the Board of Directors of the Company and each Borrower approving this Agreement and the
Notes of the Company and each Borrower party thereto, and of all documents evidencing other necessary corporate action and governmental
approvals, if any, with respect to this Agreement and such Notes.
(iii) A certificate of the Secretary or an Assistant Secretary of the Company and each Borrower certifying the names and true signatures
of the officers of the Company and each Borrower authorized to sign this Agreement and any Notes of such Borrower and the other
documents to be delivered hereunder.
(iv) A favorable opinion of Gail E. Lehman, Assistant General Counsel of the Company, substantially in the form of Exhibit D hereto
and as to such other matters as any Lender through the Agent may reasonably request.
(v) A favorable opinion of Gail E. Lehman, counsel to each of the Borrowers, substantially in the form of Exhibit E hereto and as to
such other matters as any Lender through the Agent may reasonably request.
(vi) A favorable opinion of Shearman & Sterling LLP, counsel for the Agent, substantially in the form of Exhibit F hereto.
(vii) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request.
(f) 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 3.02. Conditions Precedent to Each Borrowing, Drawing and Term Loan Conversion Date. The obligation of each Lender to make an
Advance or to purchase, accept or renew a Bankers' Acceptance on the occasion of each Borrowing, and the Term Loan Conversion Date shall be subject to
the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing, Drawing or the Term Loan Conversion Date (a) the
following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Drawing, the Term Loan Election and the
acceptance by the Borrower requesting such Borrowing or Drawing of the proceeds of such Borrowing or Drawing shall constitute a representation and
warranty by such Borrower that on the date of such Borrowing, such Drawing or the Term Loan Conversion Date such statements are true):
(i) the representations and warranties of the Company contained in Section 4.01 (except, in the case of a Borrowing or a Drawing, the
representations set 35