Honeywell 2005 Annual Report Download - page 217

(i) Any license, consent, authorization or approval (including exchange control approvals) now or hereafter necessary to enable the Company or
any Borrower to comply with its obligations herein or under any Notes of such Borrower shall be modified, revoked, withdrawn, withheld or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 US$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 US$150,000,000; or
then, and 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 and the Borrowers, declare the obligation of each Lender to make Advances 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 and the Borrowers, 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; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to any Borrower
under any bankruptcy, insolvency or reorganization laws, (x) the obligation of each Lender to make Advances shall automatically be terminated and (y) the
Advances, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of
any kind, all of which are hereby expressly waived by the Borrowers.
SECTION 6.02. Actions in Respect of Bankers' Acceptances upon Default. If any Event of Default shall have occurred and be continuing, the
Agent shall at the request, or may with the consent, of the Majority Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or
otherwise make demand upon the Borrowers to, and forthwith upon such demand, the Borrowers will, pay to the Agent on behalf of the Lenders in
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