Honeywell 2003 Annual Report Download - page 176

order, writ, judgment, decree, determination or award or any provision of
the charter or by-laws or other constituent documents of the Designated
Subsidiary or result in the breach of, or constitute a default or require
any consent under, or result in the creation of any lien, charge or
encumbrance upon any of the properties, revenues, or assets of the
Designated Subsidiary pursuant to, any material indenture or other
agreement or instrument to which the Designated Subsidiary is a party or by
which the Designated Subsidiary or its property may be bound or affected.
The Designation Letter and each Note of the Designated Subsidiary has been
duly executed and delivered on behalf of the Designated Subsidiary.
3. The Credit Agreement and the Designation Letter of the Designated
Subsidiary are, and each Note of the Designated Subsidiary when delivered
under the Credit Agreement will be, the legal, valid and binding obligation
of the Designated Subsidiary enforceable in accordance with their
respective terms, except as the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization or moratorium or other similar laws
relating to the enforcement of creditors' rights generally or by the
application of general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law), and
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, the Designation Letter of the
Designated Subsidiary or the Notes of the Designated Subsidiary 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, the Designation Letter of the
Designated Subsidiary or the Notes of the Designated Subsidiary may be
sought which limits rates of interest which may be charged or collected by
such Lender.
4. There is no action, suit, investigation, litigation or proceeding
at law or in equity before any court, governmental agency or arbitration
now pending or, to the best of my knowledge and belief, Threatened against
the Designated Subsidiary that is reasonably likely to have a Material
Adverse Effect or that purports to affect the legality, validity or
enforceability of the Designation Letter of the Designated Subsidiary, the
Credit Agreement or any Note of the Designated Subsidiary or the
consummation of the transactions contemplated thereby.
5. No authorizations, consents, approvals, licenses, filings or
registrations by or with any governmental authority or administrative body
are required for the due execution, delivery and performance by the
Designated Subsidiary of its Designation Letter, the Credit Agreement or
the Notes of the Designated Subsidiary except for such authorizations,
consents, approvals, licenses, filings or registrations as have heretofore
been made, obtained or affected and are in full force and effect.
6. The Designated Subsidiary is not an "investment company" within the
meaning of the Investment Company Act of 1940, as amended.
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