Honeywell 2005 Annual Report Download - page 225

(b) The Company and each Borrower agrees to indemnify and hold harmless the Agent and each Lender and each of their Affiliates and their
officers, directors, employees, agents and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities and
expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified
Party, in each case arising out of or in connection with or by reason of, or in connection with the preparation for a defense of, any investigation, litigation or
proceeding arising out of, related to or in connection with the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use
of the proceeds of the Advances whether or not such investigation, litigation or proceeding is brought by the Company, any Borrower, their respective
directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the
transactions contemplated hereby are consummated, except to the extent any such claim, damage, loss, liability or expense has resulted from such Indemnified
Party's gross negligence or willful misconduct.
The Company and each Borrower also agrees not to assert any claim against any Indemnified Party on any theory of liability for special, indirect,
consequential or punitive damages arising out of or otherwise relating to the Notes, this Agreement, any of the transactions contemplated herein or the actual
or proposed use of the proceeds of the Advances.
(c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by any Borrower to or for the account of a Lender
other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.09(a) or (b) or 2.11,
acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, such Borrower shall, upon demand by such Lender (with a copy of
such demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs
or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (including loss of anticipated
profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such
Advance.
(d) Without prejudice to the survival of any other agreement of the Company and the Borrowers hereunder, the agreements and obligations of the
Borrower contained in Sections 2.10, 2.14 and 9.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under
the Notes and the termination in whole of any Commitment hereunder.
SECTION 9.05. Binding Effect. This Agreement shall become effective (other than Sections 2.01 and 2.03, which shall only become effective
upon satisfaction of the conditions precedent set forth in Section 3.01) when it shall have been executed by the Company and the Agent and when the Agent
shall have been notified by each Initial Lender that such Initial Lender has executed it and thereafter shall be binding upon and inure to the benefit of each
Borrower, the Agent and each Lender and their respective successors and assigns, except that no Borrower shall have the right to assign its rights hereunder or
any interest herein without the prior written consent of the Lenders.
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