Honeywell 2005 Annual Report Download - page 223

"Agent" on the signature pages hereof (other than the Agent) has any liability hereunder other than in its capacity as a Lender.
ARTICLE IX
MISCELLANEOUS
SECTION 9.01. Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notes, nor consent to any departure by
the Company or any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such
waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver
or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) increase the Commitments of the Lenders, (b) reduce the
principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (c) postpone any date fixed for any payment of principal of, or
interest on, the Advances or any fees or other amounts payable hereunder, (d) release the Company from any of its obligations under Article VII, (e) require
the duration of an Interest Period to be nine months if such period is not available to all Lenders or (f) amend this Section 9.01; and provided further that no
amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required above to take such action, affect the rights
or duties of the Agent under this Agreement.
SECTION 9.02. Notices, Etc. (a) All notices and other communications provided for hereunder shall be in writing (including telecopier or
telegraphic communication) and mailed (return receipt requested), telecopied, telegraphed or delivered, if to the Company or to any Borrower, at the
Company's address at 101 Columbia Road, Morristown, New Jersey 07962-1219, Attention: Assistant Treasurer; if to any Initial Lender, at its Domestic
Lending Office specified opposite its name on Schedule I hereto; if to any other Lender, at its Domestic Lending Office specified in the Assignment and
Acceptance pursuant to which it became a Lender; and if to the Agent, at its address at Two Penns Way, New Castle, Delaware 19720, Attention: Bank Loan
Syndications with a copy to 388 Greenwich Street, New York, New York 10013, Attention: Diane Pockaj; or, as to the Company or any Borrower or the
Agent, at such other address as shall be designated by such party in a written notice to the other parties and, as to each other party, at such other address as
shall be designated by such party in a written notice to the Company and the Agent; provided that materials as may be agreed between the Company and the
Agent may be delivered to the Agent in accordance with clause (b) below. All such notices and communications shall, when mailed, telecopied or
telegraphed, be effective when deposited in the mails, telecopied or delivered to the telegraph company, respectively, except that notices and communications
to the Agent pursuant to Article II, III or VIII shall not be effective until received by the Agent. Delivery by telecopier of an executed counterpart of any
amendment or waiver of any provision of this Agreement or the Notes or of any Exhibit hereto to be executed and delivered hereunder shall be effective as
delivery of a manually executed counterpart thereof.
(b) So long as Citibank or any of its Affiliates is the Agent, such materials required to be delivered pursuant to Section 5.01(h)(i), (ii), (iii) and
(iv) as may be agreed between the Company and the Agent may be delivered to the Agent in an electronic
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