Honeywell 2002 Annual Report Download - page 104

(g) Following application of the proceeds of each Advance, not more
than 25 percent of the value of the assets (either of the Borrower of such
Advance or of such Borrower and its Subsidiaries on a Consolidated basis)
subject to the provisions of Section 5.02(a) or subject to any restriction
contained in any agreement or instrument between such Borrower and any
Lender or any Affiliate of any Lender relating to Debt and within the scope
of Section 6.01(e) will be margin stock (within the meaning of Regulation U
issued by the Board of Governors of the Federal Reserve System).
(h) The Company and each wholly-owned direct Subsidiary of the Company
have, in the aggregate, met their minimum funding requirements under ERISA
with respect to their Plans in all material respects and have not incurred
any material liability to the PBGC, other than for the payment of premiums,
in connection with such Plans.
(i) No ERISA Event has occurred or is reasonably expected to occur
with respect to any Plan of the Company or any of its ERISA Affiliates that
has resulted in or is reasonably likely to result in a material liability
of the Company or any of its ERISA Affiliates.
(j) The Schedules B (Actuarial Information) to the 2001 annual reports
(Form 5500 Series) with respect to each Plan of the Company or any of its
ERISA Affiliates, copies of which have been filed with the Internal Revenue
Service (and which will be furnished to any Bank through the Administrative
Agent upon the request of such Bank through the Administrative Agent to the
Company), are complete and accurate in all material respects and fairly
present in all material respects the funding status of such Plans at such
date, and since the date of each such Schedule B there has been no material
adverse change in funding status.
(k) Neither the Company nor any of its ERISA Affiliates has incurred
or reasonably expects to incur any Withdrawal Liability to any
Multiemployer Plan in an annual amount exceeding 6% of Net Tangible Assets
of the Company and its Consolidated Subsidiaries.
(l) Neither the Company nor any of its ERISA Affiliates has been
notified by the sponsor of a Multiemployer Plan that such Multiemployer
Plan is in reorganization or has been terminated, within the meaning of
Title IV of ERISA. No such Multiemployer Plan is reasonably expected to be
in reorganization or to be terminated, within the meaning of Title IV of
ERISA, in a reorganization or termination which might reasonably be
expected to result in a liability of the Company in an amount in excess of
$5,000,000.
(m) The Company is not, and immediately after the application by the
Company of the proceeds of each Loan will not be, (a) an "investment
company" within the meaning of the Investment Company Act of 1940, as
amended, or (b) a "holding company" within the meaning of the Public
Utility Holding Company Act of 1935, as amended.
(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
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