Honeywell 2005 Annual Report Download - page 218

same day funds at the Agent's office designated in such demand, for deposit in the Cash Collateral Account, an amount equal to the aggregate Face Amount of
all Bankers' Acceptances then outstanding; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to any
Borrower under any bankruptcy, insolvency or reorganization laws, the Borrowers shall immediately pay to the Agent on behalf of the Lenders for deposit in
the Cash Collateral Account, an amount equal to the aggregate Face Amount of all Bankers' Acceptances then outstanding, without presentment, demand,
protest or notice of any kind, all of which are hereby expressly waived by the Borrowers. If at any time the Agent determines that any funds held in such Cash
Collateral Account are subject to any right or claim of any Person other than the Agent and the Lenders that the total amount of such funds is less than the
aggregate Face Amount of all outstanding Bankers' Acceptances, the Borrowers agree to, forthwith upon demand by the Agent, pay to the Agent, as additional
funds to be deposited and held in the Cash Collateral Account, an amount equal to the excess of (i) such aggregate Face Amount of all outstanding Bankers'
Acceptances over (ii) the total amount of funds, if any, then held in the Cash Collateral Account that the Agent determines to be free and clear of any such
right and claim.
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 Borrowers 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 Borrower 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 Borrower to any Lender or the Agent shall be promptly paid in full when due in accordance with
the terms hereof (the obligations of the Borrowers 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 Borrower or such other amounts payable by any Borrower 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
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