Honeywell 2005 Annual Report Download - page 214

with or at the request of the United States of America, any foreign country or any department, agency or instrumentality of any of the foregoing
jurisdictions.
(b) Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series
of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person; provided, however, that the Company
may merge or consolidate with any other Person so long as the Company is the surviving corporation and so long as no Default shall have occurred
and be continuing at the time of such proposed transaction or would result therefrom.
ARTICLE VI
EVENTS OF DEFAULT
SECTION 6.01. Events of Default. If any of the following events ("Events of Default") shall occur and be continuing:
(a) Any Borrower shall fail to pay: (i) any principal of any Advance or any portion of any Bankers' Acceptance when the same becomes due and
payable; (ii) any facility fees or any interest on any Advance payable under this Agreement or any Note within three Business Days after the same
becomes due and payable; or (iii) any other fees or other amounts payable under this Agreement or any Notes within 30 days after the same becomes
due and payable other than those fees and amounts the liabilities for which are being contested in good faith by such Borrower and which have been
placed in Escrow by such Borrower; or
(b) Any representation or warranty made (or deemed made) by the Company or any Borrower (or any of its officers) in connection with this
Agreement shall prove to have been incorrect in any material respect when made (or deemed made); or
(c) The Company shall repudiate its obligations under, or shall default in the due performance or observance of, any term, covenant or
agreement contained in Article VII of this Agreement; or
(d) (i) The Company shall fail to perform or observe Section 5.01(h)(v), (ii) the Company shall fail to perform or observe any other term,
covenant or agreement contained in Section 5.02(a) and such failure shall remain unremedied for a period of 30 days after any Lender shall have given
notice thereof to the Company (through the Agent), or (iii) the Company or any Borrower shall fail to perform or to observe any other term, covenant
or agreement contained in this Agreement on its part to be performed or observed and such failure shall remain unremedied for a period of 30 days
after any Lender shall have given notice thereof to the Company or the relevant Borrower or, in the case of the Company, any of the principal
financial officer, the principal accounting officer, the Vice-President and Treasurer or an Assistant Treasurer of the Company, and in the case of any
Borrower, a responsible officer of such Borrower, first has knowledge of such failure; or
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