Honeywell 2005 Annual Report Download - page 215

(e) (i) The Company or any of its Consolidated Subsidiaries or any Borrower shall fail to pay any principal of or premium or interest on any
Debt (other than Debt owed to the Company or its Subsidiaries or Affiliates) that is outstanding in a principal amount of at least US$150,000,000 in
the aggregate (but excluding Debt outstanding hereunder and Debt owed by such party to any bank, financial institution or other institutional lender to
the extent the Company, any Borrower or any Subsidiary has deposits with such bank, financial institution or other institutional lender sufficient to
repay such Debt) of the Company, such Borrower or such Subsidiary (as the case may be), when the same becomes due and payable (whether by
scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any,
specified in the agreement or instrument relating to such Debt, or (ii) any other event shall occur or condition shall exist under any agreement or
instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the
effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt, or (iii) any such Debt shall be declared to
be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or
defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof;
provided, however, that, for purposes of this Section 6.0l(e), in the case of (x) Debt of any Person (other than the Company, a Borrower or one of its
Consolidated Subsidiaries) which the Company has guaranteed and (y) Debt of Persons (other than the Company, a Borrower or one of its
Consolidated Subsidiaries) the payment of which is secured by a Lien on property of the Company, such Borrower or such Subsidiary, such Debt shall
be deemed to have not been paid when due or to have been declared to be due and payable only when the Company, such Borrower or such
Subsidiary, as the case may be, shall have failed to pay when due any amount which it shall be obligated to pay with respect to such Debt; provided
further, however, that any event or occurrence described in this subsection (e) shall not be an Event of Default if (A) such event or occurrence relates
to the Debt of any Subsidiary of the Company located in China, India, the Commonwealth of Independent States or Turkey (collectively, the "Exempt
Countries"), (B) such Debt is not guaranteed or supported in any legally enforceable manner by any Borrower or by any Subsidiary or Affiliate of the
Company located outside the Exempt Countries, (C) such event or occurrence is due to the direct or indirect action of any government entity or
agency in any Exempt Country and (D) as of the last day of the calendar quarter immediately preceding such event or occurrence, the book value of
the assets of such Subsidiary does not exceed US$150,000,000 and the aggregate book value of the assets of all Subsidiaries of the Company located
in Exempt Countries the Debt of which would cause an Event of Default to occur but for the effect of this proviso does not exceed US$500,000,000;
or
(f) The Company or any of its Consolidated Subsidiaries or any Borrower shall generally not pay its debts as such debts become due, or shall
admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be
instituted by or against the Company or any such Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief 45