Honeywell 2003 Annual Report Download - page 124

ARTICLE VII
GUARANTEE
SECTION 7.01. Unconditional Guarantee. For valuable consideration,
receipt whereof is hereby acknowledged, and to induce each Lender to make
Advances to the Designated Subsidiaries and to induce the Agent to act
hereunder, the Company hereby unconditionally and irrevocably guarantees to each
Lender and the Agent that:
(a) the principal of and interest on each Advance to each Designated
Subsidiary shall be promptly paid in full when due (whether at stated
maturity, by acceleration or otherwise) in accordance with the terms
hereof, and, in case of any extension of time of payment, in whole or in
part, of such Advance, that all such sums shall be promptly paid when due
(whether at stated maturity, by acceleration or otherwise) in accordance
with the terms of such extension; and
(b) all other amounts payable hereunder by any Designated Subsidiary
to any Lender or the Agent or the Sub-Agent, as the case may be, shall be
promptly paid in full when due in accordance with the terms hereof (the
obligations of the Designated Subsidiaries under these subsections (a) and
(b) of this Section 7.01 being the "Obligations").
In addition, the Company hereby unconditionally and irrevocably agrees that upon
default in the payment when due (whether at stated maturity, by acceleration or
otherwise) of any principal of, or interest on, any Advance to any Designated
Subsidiary or such other amounts payable by any Designated Subsidiary to any
Lender or the Agent, the Company will forthwith pay the same, without further
notice or demand.
SECTION 7.02. Guarantee Absolute. The Company guarantees that the
Obligations will be paid strictly in accordance with the terms of this
Agreement, regardless of any law, regulation or order now or hereafter in effect
in any jurisdiction affecting any of such terms or the rights of any Lender or
the Agent with respect thereto. The liability of the Company under this
guarantee shall be absolute and unconditional irrespective of:
(a) any lack of validity or enforceability of this Agreement or any
other agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any
other term of, all or any of the Obligations, or any other amendment or
waiver of or any consent to departure from this Agreement (including,
without limitation, any extension of the Termination Date pursuant to
Section 2.16);
(c) any exchange, release or non-perfection of any collateral, or any
release or amendment or waiver of or consent to departure from any other
guaranty, for all or any of the Obligations; or
(d) any other circumstance which might otherwise constitute a defense
available to, or a discharge of, the Company, any Borrower or a guarantor.
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