Honeywell 2005 Annual Report Download - page 208

(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 2004 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 Lender through the Agent
upon the request of such Lender through the 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 US$5,000,000.
(m) Neither the Company nor any Borrower is, and immediately after the application by the applicable Borrower of the proceeds of each
Advance 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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