Honeywell 2005 Annual Report Download - page 228

(i) such Lender's obligations under this Agreement (including, without limitation, its Commitment to the Borrowers hereunder) shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of
any such Note for all purposes of this Agreement, (iv) the Company, each Borrower, the Agent and the other Lenders shall continue to deal solely and directly
with such Lender in connection with such Lender's rights and obligations under this Agreement, (v) no participant under any such participation shall have any
right to approve any amendment or waiver of any provision of this Agreement or any Note, or any consent to any departure by any Borrower therefrom,
except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Notes or any fees or other amounts payable
hereunder, in each case to the extent subject to such participation, or postpone any date fixed for any payment of principal of, or interest on, the Notes or any
fees or other amounts payable hereunder, in each case to the extent subject to such participation and (vi) within 30 days of the effective date of such
participation, such Lender shall provide notice of such participation to the Company.
(f) Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 9.06,
disclose to the assignee or participant or proposed assignee or participant, any information relating to the Company or any Borrower furnished to such Lender
by or on behalf of such Borrower; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to
preserve the confidentiality of any confidential information relating to such Borrower received by it from such Lender.
(g) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time assign or create a security interest in all or any
portion of its rights under this Agreement (including, without limitation, the Advances owing to it and any Note held by it) in favor of any Federal Reserve
Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System.
SECTION 9.07. Confidentiality. Each of the Lenders and the Agent hereby agrees that it will use reasonable efforts (e.g., procedures substantially
comparable to those applied by such Lender or the Agent in respect of non-public information as to the business of such Lender or the Agent) to keep
confidential any financial reports and other information from time to time supplied to it by the Company hereunder to the extent that such information is not
and does not become publicly available and which the Company indicates at the time is to be treated confidentially, provided, however, that nothing herein
shall affect the disclosure of any such information (i) by the Agent to any Lender, (ii) to the extent required by law (including statute, rule, regulation or
judicial process), (iii) to counsel for any Lender or the Agent or to their respective independent public accountants, (iv) to bank examiners and auditors and
appropriate government examining authorities, (v) to the Agent or any other Lender, (vi) in connection with any litigation to which any Lender or the Agent is
a party, (vii) to actual or prospective assignees and participants as contemplated by Section 9.06(f), (viii) to any Affiliate of the Agent or any Lender or to
such Affiliate's officers, directors, employees, agents and advisors, provided that, prior to any such disclosure, such Affiliate or such Affiliate's officers,
directors, employees, agents or advisors, as the case may be, shall agree to preserve the confidentiality of any confidential information relating to the
Company received by it or (ix) any
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