WAIVER OF JURY TRIAL.
GUARANTOR HEREBY WAIVES
ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND
ANY RIGHTS UNDER THIS GUARANTY OR ANY OTHER LOAN DOCUMENTS OR RELATING THERETO
OR ARISING FROM THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS GUARANTY
AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND
NOT BEFORE A JURY.
19.
CERTIFICATE.
WITHIN FIFTEEN (15) DAYS AFTER REQUEST BY LANDLORD, GUARANTOR SHALL DELIVER A
CERTIFICATE CONFIRMING THAT THIS GUARANTY IS IN FULL FORCE AND EFFECT AND
UNAMENDED (OR, IF AMENDED, SPECIFYING SUCH AMENDMENT), AND WHETHER, TO THE
KNOWLEDGE OF GUARANTOR, ANY DEFAULT EXISTS UNDER THE LEASE OR THIS GUARANTY.
20.
REFINANCE COOPERATION.
IF
LANDLORD PROPOSES TO FINANCE OR REFINANCE THE PREMISES, GUARANTOR SHALL
COOPERATE IN THE PROCESS, AND SHALL NEGOTIATE IN GOOD FAITH ANY REQUEST MADE BY
A PROSPECTIVE MORTGAGEE FOR CHANGES OR MODIFICATIONS TO THE LEASE AND THIS
GUARANTY, AND SHALL NOT UNREASONABLY WITHHOLD ITS CONSENT TO ANY SUCH PROPOSED
CHANGE OR MODIFICATION SO LONG AS THE SAME DOES NOT ADVERSELY AFFECT ANY
SIGNIFICANT RIGHT OR OBLIGATION OF TENANT UNDER THE LEASE, SHORTEN ANY NOTICE OR
CURE PERIOD TO WHICH TENANT IS ENTITLED UNDER THE LEASE OR INCREASE TENANT'S
OBLIGATIONS UNDER THE LEASE OR CHANGE GUARANTOR'S RIGHTS AND OBLIGATIONS UNDER
THIS GUARANTY.
GUARANTOR AGREES TO EXECUTE, ACKNOWLEDGE AND DELIVER DOCUMENTS
REASONABLY REQUESTED BY THE PROSPECTIVE MORTGAGEE (SUCH AS A CONSENT TO THE
FINANCING (WITHOUT ENCUMBERING GUARANTOR'S OR TENANT'S ASSETS), A CONSENT TO
ASSIGNMENT OF LEASE AND OF THIS
GUARANTY, ESTOPPEL CERTIFICATE AND A SUBORDINATION, NON-DISTURBANCE AND
ATTORNMENT AGREEMENT) CUSTOMARY FOR TENANTS AND THEIR GUARANTORS TO SIGN IN
CONNECTION WITH MORTGAGE LOANS TO LANDLORDS, SO LONG AS SUCH DOCUMENTS ARE IN
FORM THEN CUSTOMARY AMONG INSTITUTIONAL LENDERS (PROVIDED THE SAME DO NOT
ADVERSELY CHANGE TENANT'S RIGHTS OR OBLIGATIONS IN A WAY NOT PREVIOUSLY CHANGED
BY LOAN DOCUMENTS PREVIOUSLY EXECUTED BY TENANT IN CONNECTION WITH AN EARLIER
MORTGAGE OR ADVERSELY CHANGE GUARANTOR'S RIGHTS AND OBLIGATIONS UNDER THIS
GUARANTY).
GUARANTOR SHALL PERMIT LANDLORD AND ANY MORTGAGEE OR PROSPECTIVE
MORTGAGEE, AT THEIR EXPENSE, TO MEET WITH OFFICERS OF GUARANTOR AT GUARANTOR'S
OFFICES AND TO DISCUSS THE GUARANTOR'S BUSINESS AND FINANCES. ON REQUEST OF
LANDLORD, GUARANTOR AGREES TO PROVIDE ANY MORTGAGEE OR PROSPECTIVE MORTGAGEE THE
INFORMATION TO WHICH LANDLORD IS ENTITLED HEREUNDER, PROVIDED THAT IF ANY SUCH
INFORMATION IS NON-PUBLIC AND DESIGNATED AS SUCH BY GUARANTOR, LANDLORD WILL
TAKE REASONABLE STEPS TO ASSURE THE CONFIDENTIALITY OF SUCH INFORMATION.
[EXECUTION PAGE FOLLOWS]
IN WITNESS WHEREOF, Guarantor has delivered this Guaranty in as of the date
first written above.
GUARANTOR:
AAR CORP., a Delaware corporation
By:
/s/ TIMOTHY J. ROMENESKO
Name:
Timothy J. Romenesko
Title:
Vice President & Chief Financial Officer
STATE OF Illinois
)
)SS
COUNTY OF DuPage
)
I, Jo-Ellen Kiddie, a Notary Public in and for said County, in the State
aforesaid, do hereby certify that Timothy J. Romenesko, personally known to me
to be the same person whose name is subscribed