Honeywell 2002 Annual Report Download - page 161

except that I express no opinion as to (i) the subject matter jurisdiction
of the District Courts of the United States of America to adjudicate any
controversy relating to the Credit Agreement or the Notes of the Company or
(ii) the effect of the law of any jurisdiction (other than the State of New
York) wherein any Lender or Applicable Lending Office may be located or
wherein enforcement of the Credit Agreement or the Notes of the Company may
be sought which limits rates of interest which may be charged or collected
by such Lender.
5. There is no action, suit, investigation, litigation or proceeding
against the Company or any of its Subsidiaries before any court,
governmental agency or arbitrator now pending or, to the best of my
knowledge, Threatened that is reasonably likely to have a Material Adverse
Effect (other than the Disclosed Litigation) or that purports to affect the
legality, validity or enforceability of the Credit Agreement or any Note of
the Company or the consummation of the transactions contemplated thereby,
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) of the Credit Agreement.
6. The Company is not an "investment company" within the meaning of
the Investment Company Act of 1940, as amended.
7. The Company is not a "holding company" within the meaning of the
Public Utility Holding Company Act of 1935, as amended.
In connection with the opinions expressed by me above in paragraph 4,
I wish to point out that (i) provisions of the Credit Agreement that permit the
Agent or any Lender to take action or make determinations may be subject to a
requirement that such action be taken or such determinations be made on a
reasonable basis and in good faith, (ii) that a party to whom an advance is owed
may, under certain circumstances, be called upon to prove the outstanding amount
of the Advances evidenced thereby and (iii) the rights of the Agent and the
Lenders provided for in Section 9.04(b) of the Credit Agreement may be limited
in certain circumstances.
Very truly yours,
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