Honeywell 2003 Annual Report Download - page 193

"Eligible Assignee" means (a) with respect to the Revolving Credit
Facility (i) a Lender; (ii) an Affiliate of a Lender; (iii) a commercial
bank organized under the laws of the United States, or any State thereof,
and having total assets in excess of $10,000,000,000; (iv) a savings and
loan association or savings bank organized under the laws of the United
States, or any State thereof, and having a net worth of at least
$500,000,000, calculated in accordance with GAAP; (v) a commercial bank
organized under the laws of any other country that is a member of the
Organization for Economic Cooperation and Development or has concluded
special lending arrangements with the International Monetary Fund
associated with its General Arrangements to Borrow, or a political
subdivision of any such country, and having total assets in excess of
$10,000,000,000, so long as such bank is acting through a branch or agency
located in the country in which it is organized or another country that is
described in this clause (v); and (vi) the central bank of any country that
is a member of the Organization for Economic Cooperation and Development
and (b) with respect to the Letter of Credit Facility, a Person that is an
Eligible Assignee under subclause (iii) or (v) of clause (a) of this
definition and is approved by the Agent and, unless a Default has occurred
and is continuing at the time any assignment is effected pursuant to
Section 8.07, the Borrower, such approval not to be unreasonably withheld
or delayed, provided, however, that neither the Borrower nor any Affiliate
of the Borrower shall qualify as an Eligible Assignee under this
definition.
"Environmental Action" means any action, suit, demand, demand letter,
claim, notice of non-compliance or violation, notice of liability or
potential liability, investigation, proceeding, consent order or consent
agreement relating in any way to any Environmental Law, Environmental
Permit or Hazardous Materials or arising from alleged injury or threat of
injury to health, safety or the environment, including, without limitation,
(a) by any governmental or regulatory authority for enforcement, cleanup,
removal, response, remedial or other actions or damages and (b) by any
governmental or regulatory authority or any third party for damages,
contribution, indemnification, cost recovery, compensation or injunctive
relief.
"Environmental Law" means any federal, state, local or foreign
statute, law, ordinance, rule, regulation, code, order, judgment, decree or
judicial or agency interpretation, policy or guidance relating to pollution
or protection of the environment, health, safety or natural resources,
including, without limitation, those relating to the use, handling,
transportation, treatment, storage, disposal, release or discharge of
Hazardous Materials.
"Environmental Permit" means any permit, approval, identification
number, license or other authorization required under any Environmental
Law.
"Equivalent" in Dollars of any Foreign Currency on any date means the
equivalent in Dollars of such Foreign Currency determined by using the
quoted spot rate at which the Sub-Agent's principal office in London offers
to exchange Dollars for such Foreign Currency in London prior to 4:00 P.M.
(London time) (unless otherwise indicated by the terms of this Agreement)
on such date as is required pursuant to the terms of this Agreement, and
the "Equivalent" in any Foreign Currency of Dollars means
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