Honeywell 2005 Annual Report Download - page 209

(n) To the best of the Company's knowledge, the operations and properties of the Company and its Subsidiaries taken as a whole comply in all
material respects with all Environmental Laws, all necessary Environmental Permits have been applied for or have been obtained and are in effect for
the operations and properties of the Company and its Subsidiaries and the Company and its Subsidiaries are in compliance in all material respects with
all such Environmental Permits. To the best of the Company's knowledge no circumstances exist that would be reasonably likely to form the basis of
an Environmental Action against the Company or any of its Subsidiaries or any of their properties that could have a Material Adverse Effect.
ARTICLE V
COVENANTS OF THE COMPANY
SECTION 5.01. Affirmative Covenants. So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the
Company will:
(a) Compliance with Laws, Etc. Comply, and cause each Borrower to comply with all applicable laws, rules, regulations and orders, such
compliance to include, without limitation, compliance with ERISA and Environmental Laws as provided in Section 5.01(j), if failure to comply with
such requirements would have a Material Adverse Effect.
(b) Payment of Taxes, Etc. Pay and discharge, and cause each Borrower to pay and discharge, all taxes, assessments and governmental charges
or levies imposed upon it or on its income or profits or upon any of its property; provided, however, that neither the Company nor any of its
Subsidiaries shall be required to pay or discharge any such tax, assessment, charge or claim that is being contested in good faith and by proper
proceedings and as to which appropriate reserves are being maintained.
(c) Maintenance of Insurance. Maintain, and cause each Borrower to maintain, insurance with responsible and reputable insurance companies or
associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties
in the same general areas in which the Company or such Borrower operates.
(d) Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each Borrower to preserve and maintain, its corporate existence
and all its material rights (charter and statutory) privileges and franchises; provided, however, that the Company and each Borrower may consummate
any merger, consolidation or sale of assets permitted under Section 5.02(b).
(e) Visitation Rights. At any reasonable time and from time to time upon reasonable notice but not more than once a year unless an Event of
Default has occurred and is continuing, permit the Agent or any of the Lenders or any agents or representatives thereof, to examine and make copies
of and abstracts from the records and books of account of, and visit the properties of, the Company and any Borrower, and to discuss the
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