Honeywell 2004 Annual Report Download - page 202

would, but for this sentence, be to impose additional costs or requirements upon
the respective Borrower pursuant to Section 2.11(a), Section 2.12 or Section
2.14 (which would not be imposed absent such change or change of specification
or rebooking) by reason of legal or regulatory requirements in effect at the
time thereof and of which such Lender is aware at such time, then such costs or
requirements shall not be imposed upon such Borrower but shall be borne by such
Lender. All expenses incurred by any Bank in changing an Applicable Lending
Office or specifying another Applicable Lending Office of such Lender or
rebooking any Advance in response to a request from a Borrower shall be paid by
such Borrower. Nothing in this Section 9.09 (including, without limitation, any
failure by a Lender to give any notice contemplated in the first sentence
hereof) shall limit, reduce or postpone any obligations of the respective
Borrower under Section 2.11(a), Section 2.12 or Section 2.14, including any
obligations payable in respect of any period prior to the date of any change or
specification of a new Applicable Lending Office or any rebooking of any
Advance.
SECTION 9.10. Governing Law. This Agreement and the Notes shall be
governed by, and construed in accordance with, the laws of the State of New
York.
SECTION 9.11. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.
SECTION 9.12. Jurisdiction, Etc. (a) Each of the parties hereto
hereby irrevocably and unconditionally submits, for itself and its property, to
the nonexclusive jurisdiction of any New York State court or federal court of
the United States of America sitting in New York City, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement or the Notes, or for recognition or enforcement of any judgment, and
each of the parties hereto hereby irrevocably and unconditionally agrees that
all claims in respect of any such action or proceeding may be heard and
determined in any such New York State court or, to the extent permitted by law,
in such federal court. Each Designated Subsidiary hereby agrees that service of
process in any such action or proceeding brought in the any such New York State
court or in such federal court may be made upon CT Corporation System at its
offices at 1633 Broadway, New York, New York 10019 (the "Process Agent") and
each Designated Subsidiary hereby irrevocably appoints the Process Agent its
authorized agent to accept such service of process, and agrees that the failure
of the Process Agent to give any notice of any such service shall not impair or
affect the validity of such service or of any judgment rendered in any action or
proceeding based thereon. Each Borrower hereby further irrevocably consents to
the service of process in any action or proceeding in such courts by the mailing
thereof by any parties hereto by registered or certified mail, postage prepaid,
to such Borrower at its address specified pursuant to Section 9.02. Each of the
parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement shall
affect any right that any party may otherwise have to serve legal process in any
other manner permitted by law or to bring any action or proceeding relating to
this Agreement or the Notes in the courts of any jurisdiction. To the extent
that each Designated
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