Honeywell 2004 Annual Report Download - page 179

or enforceability of this Agreement or any Note or the consummation of the
transactions contemplated hereby, and there has been no adverse change in
the status, or financial effect on the Company or any of its Subsidiaries,
of the Disclosed Litigation from that described on Schedule 3.01(b)
hereto.
(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 2003 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.
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