Honeywell 2004 Annual Report Download - page 196

medium in a format acceptable to the Agent and the Lenders by e-mail at
[email protected]. The Borrowers agree that the Agent may make
such materials (the "Communications") available to the Lenders by posting
such notices on Intralinks or a substantially similar electronic system
(the "Platform"). The Borrowers acknowledge that (i) the distribution of
material through an electronic medium is not necessarily secure and that
there are confidentiality and other risks associated with such
distribution, (ii) the Platform is provided "as is" and "as available" and
(iii) neither the Agent nor any of its Affiliates warrants the accuracy,
adequacy or completeness of the Communications or the Platform and each
expressly disclaims liability for errors or omissions in the
Communications or the Platform. No warranty of any kind, express, implied
or statutory, including, without limitation, any warranty of
merchantability, fitness for a particular purpose, non-infringement of
third party rights or freedom from viruses or other code defects, is made
by the Agent or any of its Affiliates in connection with the Platform.
(c) Each Lender agrees that notice to it (as provided in the next
sentence) (a "Notice") specifying that any Communications have been posted
to the Platform shall constitute effective delivery of such information,
documents or other materials to such Lender for purposes of this
Agreement; provided that if requested by any Lender the Agent shall
deliver a copy of the Communications to such Lender by email or
telecopier. Each Lender agrees (i) to notify the Agent in writing of such
Lender's e-mail address(es) to which a Notice may be sent by electronic
transmission (including by electronic communication) on or before the date
such Lender becomes a party to this Agreement (and from time to time
thereafter to ensure that the Agent has on record an effective e-mail
address for such Lender) and (ii) that any Notice may be sent to such
e-mail address(es).
SECTION 9.03. No Waiver; Remedies. No failure on the part of any
Lender or the Agent to exercise, and no delay in exercising, any right hereunder
or under any Note shall operate as a waiver thereof; nor shall any single or
partial exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.
SECTION 9.04. Costs and Expenses. (a) The Company agrees to pay on
demand all reasonable costs and expenses of the Agent in connection with the
administration, modification and amendment of this Agreement, the Notes and the
other documents to be delivered hereunder, including, without limitation, (i)
all due diligence, syndication (including printing, distribution and bank
meetings), transportation, computer, duplication, appraisal, consultant, and
audit expenses and (ii) the reasonable fees and expenses of counsel for the
Agent with respect thereto. The Company further agrees to pay on demand all
costs and expenses of the Agent and the Lenders, if any (including, without
limitation, reasonable counsel fees and expenses), in connection with the
enforcement (whether through negotiations, legal proceedings or otherwise) of
this Agreement, the Notes and the other documents to be delivered hereunder,
including, without limitation, reasonable fees and expenses of counsel for the
Agent and each Lender in connection with the enforcement of rights under this
Section 9.04(a).
65