Honeywell 2004 Annual Report Download - page 194

shall be responsible for the failure of any other Lender to reimburse the Agent
or any Issuing Bank for such other Lender's Ratable Share of such amount.
Without prejudice to the survival of any other agreement of any Lender
hereunder, the agreement and obligations of each Lender contained in this
Section 8.05 shall survive the payment in full of principal, interest and all
other amounts payable hereunder and under the Notes. Each of the Agent and each
Issuing Bank agrees to return to the Lenders their respective Ratable Shares of
any amounts paid under this Section 8.05 that are subsequently reimbursed by the
Company or any Borrower. In the case of any investigation, litigation or
proceeding giving rise to any Indemnified Costs, this Section 8.04 applies
whether any such investigation, litigation or proceeding is brought by the
Agent, any Lender or a third party.
SECTION 8.06. Successor Agent. The Agent may resign at any time by
giving written notice thereof to the Lenders and the Company and may be removed
at any time with or without cause by the Majority Lenders. The Company may at
any time, by notice to the Agent, propose a successor Agent (which shall meet
the criteria described below) specified in such notice and request that the
Lenders be notified thereof by the Agent with a view to their removal of the
Agent and their appointment of such successor Agent; the Agent agrees to forward
any such notice to the Lenders promptly upon its receipt by the Agent. Upon any
such resignation or removal, the Majority Lenders shall have the right to
appoint a successor Agent. If no successor Agent shall have been so appointed by
the Majority Lenders, and shall have accepted such appointment, within 30 days
after the retiring Agent's giving of notice of resignation or the Majority
Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf
of the Lenders, appoint a successor Agent, which shall be a commercial bank
organized under the laws of the United States of America or of any State thereof
and having a combined capital and surplus of at least $500,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, discretion, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations under this
Agreement. After any retiring Agent's resignation or removal hereunder as Agent,
the provisions of this Article VIII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under this Agreement.
SECTION 8.07. Sub-Agent. The Sub-Agent has been designated under
this Agreement to carry out duties of the Agent. When acting on behalf of the
Agent, the Sub-Agent shall be subject to each of the obligations in this
Agreement to be performed by the Sub-Agent, and each of the Borrowers and the
Lenders agrees that when acting on behalf of the Agent, the Sub-Agent shall be
entitled to exercise each of the rights and shall be entitled to each of the
benefits of the Agent under this Agreement as relate to the performance of its
obligations hereunder.
SECTION 8.08. Other Agents. Each Lender hereby acknowledges that
none of the syndication agent or any documentation agent nor any other Lender
designated as any "Agent" on the signature pages hereof (other than the Agent)
has any liability hereunder other than in its capacity as a Lender.
ARTICLE IX
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