Honeywell 2005 Annual Report Download - page 229

actual or prospective counterparty (or its advisors) to any securitization, swap or derivative transaction relating to the Borrowers, any Subsidiary of the
Company, and the Obligations; a determination by a Lender or the Agent as to the application of the circumstances described in the foregoing clauses (i)-(viii)
being conclusive if made in good faith; and each of the Lenders and the Agent agrees that it will follow procedures which are intended to put any transferee of
such confidential information on notice that such information is confidential.
SECTION 9.08. Mitigation of Yield Protection. Each Lender hereby agrees that, commencing as promptly as practicable after it becomes aware
of the occurrence of any event giving rise to the operation of Section 2.10(a), 2.11 or 2.14 with respect to such Lender, such Lender will give notice thereof
through the Agent to the respective Borrower. A Borrower may at any time, by notice through the Agent to any Lender, request that such Lender change its
Applicable Lending Office as to any Advance or Type of Advance or that it specify a new Applicable Lending Office with respect to its Commitment and any
Advance held by it or that it rebook any such Advance with a view to avoiding or mitigating the consequences of an occurrence such as described in the
preceding sentence, and such Lender will use reasonable efforts to comply with such request unless, in the opinion of such Lender, such change or
specification or rebooking is inadvisable or might have an adverse effect, economic or otherwise, upon it, including its reputation. In addition, each Lender
agrees that, except for changes or specifications or rebookings required by law or effected pursuant to the preceding sentence, if the result of any change or
change of specification of Applicable Lending Office or rebooking would, but for this sentence, be to impose additional costs or requirements upon the
respective Borrower pursuant to Section 2.10(a), Section 2.11 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 Lender 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 9.08 (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 2.10(a), Section 2.11 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 9.09. 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 9.10. 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 9.11. Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of any
59