Honeywell 2004 Annual Report Download - page 188

(i) Any license, consent, authorization or approval (including
exchange control approvals) now or hereafter necessary to enable the
Company or any Designated Subsidiary to comply with its obligations herein
or under any Notes of such Borrower shall be modified, revoked, withdrawn,
withheld or suspended; or
(j) (i) Any ERISA Event shall have occurred with respect to a Plan
of any Borrower or any of its ERISA Affiliates and the sum (determined as
of the date of occurrence of such ERISA Event) of the Insufficiency of
such Plan and the Insufficiency of any and all other Plans of the
Borrowers and their ERISA Affiliates with respect to which an ERISA Event
shall have occurred and then exist (or the liability of the Borrowers and
their ERISA Affiliates related to such ERISA Event) exceeds $150,000,000;
or (ii) any Borrower or any of its ERISA Affiliates shall be in default,
as defined in Section 4219(c)(5) of ERISA, with respect to any payment of
Withdrawal Liability and the sum of the outstanding balance of such
Withdrawal Liability and the outstanding balance of any other Withdrawal
Liability that any Borrower or any of its ERISA Affiliates has incurred
exceeds 6% of Net Tangible Assets of the Company and its Consolidated
Subsidiaries; or (iii) any Borrower or any of its ERISA Affiliates shall
have been notified by the sponsor of a Multiemployer Plan of such Borrower
or any of its ERISA Affiliates that such Multiemployer Plan is in
reorganization or is being terminated, within the meaning of Title IV of
ERISA, and as a result of such reorganization or termination the aggregate
annual contributions of the Borrowers and their ERISA Affiliates to all
Multiemployer Plans that are then in reorganization or being terminated
have been or will be increased over the amounts contributed to such
Multiemployer Plans for the plan years of such Multiemployer Plans
immediately preceding the plan year in which such reorganization or
termination occurs by an amount exceeding $150,000,000; or
then, and (i) in any such event (except as provided in clause (ii) below), the
Agent (A) shall at the request, or may with the consent, of the Majority
Lenders, by notice to the Company, declare the obligation of each Lender to make
Advances (other than Advances by an Issuing Bank or a Lender pursuant to Section
2.04(c)) and of the Issuing Banks to issue Letters of Credit to be terminated,
whereupon the same shall forthwith terminate, and (B) shall at the request, or
may with the consent, of the Majority Lenders, by notice to the Company, declare
the Advances, all interest thereon and all other amounts payable under this
Agreement to be forthwith due and payable, whereupon the Advances, all such
interest and all such amounts shall become and be forthwith due and payable,
without presentment, demand, protest or further notice of any kind, all of which
are hereby expressly waived by the Borrowers and (ii) in the case of the
occurrence of any Event of Default described in clause (i) or (ii) of Section
6.01(a), the Agent shall, at the request, or may with the consent, of the
Lenders which have made or assumed under this Agreement at least 66-2/3% of the
aggregate principal amount (based in respect of Competitive Bid Advances
denominated in Foreign Currencies on the Equivalent in Dollars on the date of
such request) of Competitive Bid Advances then outstanding and to whom such
Advances are owed, by notice to the Company, declare the full unpaid principal
of and accrued interest on all Competitive Bid Advances hereunder and all other
obligations of the Borrowers hereunder to be immediately due and payable,
whereupon such Advances and such obligations shall be immediately due and
payable, without presentment, demand, protest or other further notice of any
kind, all of which are hereby expressly waived by the Borrowers; provided,
however, that in
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