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Exhibit 10.109
Guaranty
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To: Mizuho Bank, Ltd.
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Date:
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Guarantor (to be signed/sealed by
the Guarantor him/herself)
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Address:
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9601 Wilshire Blvd., Suite 220
Beverly Hills, CA 90210
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Name:
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Kennedy Wilson, Inc.
Robert E. Hart
Vice President and Assistant Secretary
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Agreement
(hereinafter, the Bank), the Guarantor, hereby
agreeing to the terms and conditions of this Agreement in addition
to the provisions of the Agreement on Bank Transactions and the
agreement related to the obligations specified below, both agreed
to separately by the Obligor, hereby guarantees, and shall be
liable jointly and severally with the Obligor for, the performance
of all such obligations.
Article 1.
The Bank may
without any consent of the Guarantor reed without affecting the
Guarantor’s liability hereunder modify or release any
security or other guarantee held in respect of the Obligor’s
obligations hereby guaranteed.
Article 2.
The Guarantor
shall not set off any obligations the Obligor owes the Banks
against the Obligor’s deposits and/or any other of the
Obligor’s credits with the Bank.
Article 3.
In case the
Guarantor performs any of its obligations owed under this
guarantee, the Guarantor shall not exercise any rights obtained
from the Bank by way of subrogation without the prior consent of
the Bank so long as transactions between the Obligor and the Bank
continue. Furthermore, in ease monetary compensation is paid with
respect to the rights which are subject to such subrogation, the
Bank shall have preference aver the Guarantor in the appropriation
of such money for the satisfaction of the Obligor’s
obligations owed to the Bank.
Article 4.
If the Guarantor
has provided the Bank with any guarantee for the transactions
between the Obligor and the Bank other than this guarantee, said
other guarantee shall in to way he modified- or affected by this
guarantee. If the Guarantor has provided the Bank with any other
guarantee with a limitation in amount, the amount guaranteed by
this Agreement shall not be included in but shall be deemed to be
in addition to the maximum amount in said other guarantee. These
provisions described hereinabove in this Article 4 shall apply
to any case in which
the Guarantor
may hereafter provide the Bank with any other guarantee
for
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