Honeywell 2005 Annual Report Download - page 262

(D) As to matters of fact, the truthfulness of the representations made in the Credit Agreement.
(E) That each of the Opinion Documents is the legal, valid and binding obligation of each party thereto, other than the Loan
Parties, enforceable against each such party in accordance with its terms.
(F) That:
(1) Each Loan Party is an entity duly organized and validly existing under the laws of the jurisdiction of its organization.
(2) Each Loan Party has full power to execute, deliver and perform, and has duly executed and delivered, the Opinion Documents to which it is a party.
(3) The execution, delivery and performance by each Loan Party of the Opinion Documents to which it is a party have been duly authorized by all
necessary action (corporate or otherwise) and do not:
(a) contravene its certificate or articles of incorporation, by-laws or other organizational documents;
(b) except with respect to Generally Applicable Law, violate any law, rule or regulation applicable to it; or
(c) result in any conflict with or breach of any agreement or document binding on it.
(4) Except with respect to Generally Applicable Law, no authorization, approval or other action by, and no notice to or filing with, any governmental
authority or regulatory body or (to the extent the same is required under any agreement or document binding on it of which an addressee hereof has
knowledge, has received notice or has reason to know) any other third party is required for the due execution, delivery or performance by any Loan Party of
any Opinion Document to which it is a party or, if any such authorization, approval, action, notice or filing is required, it has been duly obtained, taken, given
or made and is in full force and effect.
We have not independently established the validity of the foregoing assumptions.
"Generally Applicable Law" means the federal law of the United States of America, and the law of the State of New York (including the rules or
regulations promulgated thereunder or pursuant thereto), that a New York lawyer exercising customary professional diligence would reasonably be expected
to recognize as being applicable to the Loan Parties, the Opinion Documents or the transactions governed by the Opinion Documents. Without limiting
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