REQUIRED CONSENT OR WAIVER OF THE OTHER PARTY OR PARTIES THERETO HAS BEEN
VALIDLY GRANTED, IS IN FULL FORCE AND EFFECT, IS VALID AND SUFFICIENT THEREFOR
AND HAS BEEN APPROVED IN WRITING BY LANDLORD;
(B)
THERE ARE NO ACTIONS, SUITS OR PROCEEDINGS
PENDING OR, TO GUARANTOR'S KNOWLEDGE, THREATENED AGAINST GUARANTOR BEFORE ANY
COURT OR ANY GOVERNMENTAL, ADMINISTRATIVE, REGULATORY, ADJUDICATORY OR
ARBITRATIONAL BODY OR AGENCY OF ANY KIND THAT WILL ADVERSELY AFFECT PERFORMANCE
BY GUARANTOR OF GUARANTOR'S OBLIGATIONS PURSUANT TO AND AS CONTEMPLATED BY THE
TERMS AND PROVISIONS OF THIS GUARANTY;
(C)
NEITHER THIS GUARANTY NOR ANY DOCUMENT,
FINANCIAL STATEMENT, CREDIT INFORMATION, CERTIFICATE OR STATEMENT HERETOFORE
FURNISHED OR REQUIRED HEREIN TO BE FURNISHED TO LANDLORD BY GUARANTOR CONTAINS
ANY UNTRUE STATEMENT OF FACT OR OMITS TO STATE A FACT MATERIAL TO THIS GUARANTY;
AND
(D)
GUARANTOR IS A CORPORATION, DULY
INCORPORATED AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE AND
HAS AS ITS PRINCIPAL PLACE OF BUSINESS AT ONE AAR PLACE, 1100 NORTH WOOD DALE
ROAD, WOOD DALE, ILLINOIS 60191.
3.
COVENANTS.
GUARANTOR AGREES AND
COVENANTS THAT:
(A)
ANY INDEBTEDNESS OF TENANT NOW OR HEREAFTER
EXISTING OR OWING, TOGETHER WITH ANY INTEREST THEREON, TO GUARANTOR, IS HEREBY
SUBORDINATED TO THE RENT PAYMENTS AND ANY OTHER PAYMENTS DUE FROM TENANT TO
LANDLORD UNDER THE LEASE, AND SUCH INDEBTEDNESS OF TENANT TO GUARANTOR SHALL BE
COLLECTED, ENFORCED AND RECEIVED BY GUARANTOR IN TRUST FOR THE BENEFIT OF
LANDLORD, AND SHALL BE PAID OVER TO LANDLORD ON ACCOUNT OF THE RENT PAYMENTS AND
OTHER PAYMENTS DUE FROM TENANT TO LANDLORD TO THE EXTENT TENANT FAILS TO PAY THE
SAME TO LANDLORD AND GUARANTOR IS OBLIGATED UNDER THIS GUARANTY FOR SUCH RENT
PAYMENTS, BUT WITHOUT IMPAIRING OR AFFECTING IN ANY MANNER THE LIABILITY OF
GUARANTOR UNDER THE OTHER PROVISIONS OF THIS GUARANTY;
(B)
(1) NO PAYMENT BY GUARANTOR UNDER ANY
PROVISION OF THIS GUARANTY SHALL ENTITLE GUARANTOR, BY SUBROGATION TO THE RIGHTS
OF LANDLORD OR OTHERWISE, TO (I) ANY PAYMENT BY TENANT OR OUT OF ITS PROPERTY,
OR (II) ANY PAYMENT FROM OR RIGHTS IN ANY APPLICABLE BONDS, TITLE INSURANCE
CERTIFICATIONS, COMMITMENTS OR INDEMNITIES OR OTHER SECURITY HELD BY OR FOR THE
BENEFIT OF LANDLORD IN CONNECTION WITH THE PREMISES; (2) UNTIL TENANT'S
GUARANTEED OBLIGATIONS ARE INDEFEASIBLY PAID IN FULL AND ALL PERIODS UNDER
APPLICABLE BANKRUPTCY LAW FOR THE CONTEST OF ANY PAYMENT BY ANY GUARANTOR OR
TENANT AS A PREFERENTIAL OR FRAUDULENT PAYMENT HAVE EXPIRED, GUARANTOR
KNOWINGLY, AND WITH ADVICE OF COUNSEL, WAIVES, RELINQUISHES, RELEASES AND
ABANDONS ALL RIGHTS AND CLAIMS TO INDEMNIFICATION, CONTRIBUTION, REIMBURSEMENT,
SUBROGATION AND PAYMENT WHICH SUCH GUARANTOR MAY NOW OR HEREAFTER HAVE BY AND
FROM TENANT AND THE SUCCESSORS AND ASSIGNS OF TENANT, FOR ANY PAYMENTS MADE BY
GUARANTOR TO LANDLORD, INCLUDING, WITHOUT LIMITATION, ANY RIGHTS WHICH MIGHT
ALLOW TENANT, TENANT'S SUCCESSORS, A CREDITOR OF TENANT, OR A TRUSTEE IN
BANKRUPTCY OF TENANT TO CLAIM IN BANKRUPTCY OR ANY OTHER SIMILAR PROCEEDINGS
THAT ANY PAYMENT MADE BY TENANT OR TENANT'S SUCCESSORS AND ASSIGNS TO LANDLORD