Honeywell 2005 Annual Report Download - page 206

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 Borrowing,
Drawing or the Term Loan Conversion Date, before and after giving effect to such Borrowing, such Drawing, the Term Loan Election 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 Borrowing, such Drawing, the Term Loan Election 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 3.03. Determinations Under Section 3.01. For purposes of determining compliance with the conditions specified in Section 3.01, each
Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Agent responsible for the transactions contemplated by this Agreement
shall have received notice from such Lender prior to the date that the Company, by notice to the Lenders, designates as the proposed Effective Date,
specifying its objection thereto. The Agent shall promptly notify the Lenders of the occurrence of the Effective Date.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.01. Representations and Warranties of the Company and the Borrowers. The Company and each Borrower represents and warrants
as follows:
(a) The Company and each Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of
its organization.
(b) The execution, delivery and performance by the Company and each Borrower of this Agreement and the Notes of such Borrower, and the
consummation of the transactions contemplated hereby, are within the Company's and each Borrower's corporate powers, have been duly authorized
by all necessary corporate action, and do not and will not cause or constitute a violation of any provision of law or regulation or any provision of the
Certificate of Incorporation or By-Laws (or similar organizational documents of the Company or any Borrower or result in the breach of, or constitute
a default or require any consent under, or result in the creation of any lien, charge or encumbrance upon any of the properties, revenues, or assets of
the Company or any Borrower pursuant to, any indenture or other agreement or instrument to which the Company or such Borrower is a party or by
which the Company or such Borrower or its property may be bound or affected.
(c) No authorization, consent, approval (including any exchange control approval), license or other action by, and no notice to or filing or
registration with, any governmental authority, administrative agency or regulatory body or any other third party
36