Honeywell 2004 Annual Report Download - page 242

not cause or constitute a violation of any provision of law or regulation
or any material 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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