INTO THIS AGREEMENT, TO CARRY OUT THE PROVISIONS
AND CONDITIONS HEREOF, AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
(F)
LIABILITIES.
BUYER (I) HAS NO LIABILITIES, OBLIGATIONS,
GUARANTEES OR COMMITMENTS OF ANY NATURE WHATSOEVER, ASSERTED OR UNASSERTED,
KNOWN OR UNKNOWN, ABSOLUTE OR CONTINGENT, ACCRUED OR UNACCRUED, MATURED OR
UNMATURED OR OTHERWISE ("LIABILITIES") OTHER THAN THOSE REFLECTED ON THE
SCHEDULE OF LIABILITIES ATTACHED HERETO, AND (II) HAS NO OUTSTANDING LIABILITIES
THAT ARE NOT SUBJECT TO AN EFFECTIVE WAIVER OF CLAIMS AGAINST THE TRUST ACCOUNT,
EXCEPT THOSE LIABILITIES SET FORTH ON SUCH SCHEDULE OF LIABILITIES AND INDICATED
AS "UNWAIVED," WHICH SCHEDULE OF LIABILITIES INCLUDES, BUT IS NOT LIMITED TO,
ALL LIABILITIES THAT RESULTED FROM, AND POTENTIAL LIABILITIES THAT COULD RESULT
FROM, TARGET BUSINESSES, VENDORS AND SERVICE PROVIDERS THAT HAVE NOT WAIVED ANY
CLAIMS AGAINST THE TRUST ACCOUNT.
(G)
TITLE AND LIENS.
(I) BUYER HAS GOOD TITLE TO THE TRUST ACCOUNT
AND ALL ASSETS IN, OR CREDITED TO, IN THE TRUST ACCOUNT, AND (II) THE TRUST
ACCOUNT, TOGETHER WITH ALL ASSETS IN, OR CREDITED TO, THE TRUST ACCOUNT, ARE
FREE AND CLEAR OF ANY SECURITY INTEREST, MORTGAGE, PLEDGE, LIEN, CHARGE,
ENCUMBRANCE, TITLE RETENTION AGREEMENT OR ANALOGOUS INSTRUMENT OR DEVICE (A
"LIEN") OTHER THAN THE LIENS IN FAVOR OF CONTINENTAL FOR THE CUSTOMARY FEES AND
EXPENSES OF CONTINENTAL INCURRED IN CONNECTION WITH THE ADMINISTRATION OF THE
TRUST ACCOUNT AND THOSE CREDITORS SET FORTH ON THE SCHEDULE OF LIABILITIES
ATTACHED HERETO AND INDICATED AS "UNWAIVED", AND (III) BUYER HAS NOT AND WILL
NOT CREATE, INCUR, OR SUFFER TO EXIST ANY LIEN ON THE TRUST ACCOUNT OR ANY ASSET
IN OR CREDITED TO THE TRUST ACCOUNT, WHETHER ARISING BY CONTRACT OR AGREEMENT OR
UNDER LAW.
(H)
WAIVERS OF CLAIMS AGAINST TRUST ACCOUNT.
EXCEPT AS OTHERWISE
DISCLOSED ON THE SCHEDULE OF LIABILITIES DESCRIBED IN SECTION 5(F) ABOVE, BUYER
HAS NOT OBTAINED AND AGREES THAT IT WILL NOT OBTAIN, THE SERVICES OF ANY VENDOR
OR SERVICE PROVIDER UNLESS AND UNTIL SUCH VENDOR OR SERVICE PROVIDER
ACKNOWLEDGES IN WRITING THAT IT DOES NOT HAVE ANY RIGHT, TITLE, INTEREST OR
CLAIM OF ANY KIND IN OR TO ANY MONIES, SECURITIES, OR OTHER ASSETS OF THE TRUST
ACCOUNT AND WAIVES ANY CLAIM IT MAY HAVE IN THE FUTURE AS A RESULT OF, OR
ARISING OUT OF, ANY NEGOTIATIONS, CONTRACTS OR AGREEMENTS WITH BUYER AND WILL
NOT SEEK RECOURSE AGAINST THE TRUST ACCOUNT FOR ANY REASON WHATSOEVER; PROVIDED
THAT THE
4
FOREGOING SHALL NOT APPLY TO BUYER'S INDEPENDENT ACCOUNTANTS.
IN ADDITION, THE
WAIVER OF CLAIMS AGAINST THE TRUST ACCOUNT AGREED TO BY BUYER AND KENNEDY-WILSON
IN THE MERGER AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT.
(I)
FUTURE INDEBTEDNESS.
BUYER AGREES THAT IT SHALL NOT
INCUR ANY INDEBTEDNESS (AS DEFINED BELOW) IN EXCESS OF $10,000 IN THE AGGREGATE,
OTHER THAN INDEBTEDNESS LISTED ON SCHEDULE I ATTACHED HERETO, WITHOUT THE PRIOR
WRITTEN CONSENT OF SELLER PRIOR TO THE CLOSING. "INDEBTEDNESS" MEANS
(I) INDEBTEDNESS FOR BORROWED MONEY OR THE DEFERRED PRICE OF PROPERTY, GOODS OR
SERVICES (OTHER THAN TRADE AND OTHER PAYABLES INCURRED IN