GUARANTY
This Guaranty is made by XXXXXXX HOMES OF CALIFORNIA, INC., a California
corporation, XXXXXXX HOMES OF OREGON, INC., an Oregon corporation, XXXXXXX
HOMES OF WASHINGTON, INC., a Washington corporation, MELODY HOMES, INC., a
Delaware corporation, XXXXXXX REALTY/MAUI, INC., a Hawaii corporation,
XXXXXXX REALTY/OAHU, INC., a Hawaii corporation, LOKELANI CONSTRUCTION
CORPORATION, a Delaware corporation, MELODY MORTGAGE CO., a Colorado
corporation, SHLR OF WASHINGTON, INC., a Washington corporation, SHLR OF
COLORADO, INC., a Colorado corporation, SHLR OF UTAH, INC., a Utah
corporation, SSHI LLC, a Delaware limited liability company, SHLR OF NEVADA,
INC., a Nevada corporation ("SHLR/Nevada") and SRHI LLC, a Delaware limited
liability company ("SRHI"), (collectively referred to as the "Guarantors",
and individually referred to as a "Guarantor").
WHEREAS, (i) Xxxxxxx Homes, Inc., a Delaware corporation (the "Borrower"),
(ii) the banks from time to time party to the Credit Agreement, as herein
defined (collectively referred to as the "Banks", and individually referred to
as a "Bank"), (iii) FIRST HAWAIIAN BANK, a Hawaii corporation, as administrative
and co-syndication agent for the Banks (the "Administrative Agent"), and (iv)
BANK OF AMERICA NT&SA, a national banking association, as documentation and co-
syndication agent for the Banks (the "Documentation Agent", the Administrative
Agent and the Documentation Agent are collectively referred to as the "Agents"),
entered into that certain Second Amended and Restated Credit Agreement dated
September 30, 1998, as amended (collectively, the "Credit Agreement"), relating
to a revolving credit facility (the "Credit Facility") in the principal amount
of $120,000,000.00 made available to the Borrower by the Banks; and
WHEREAS, the Guarantors are subsidiaries of the Borrower and deem it to
be to the Guarantors' financial benefit that the Banks make the Credit Facility
available to the Borrower; and
NOW, THEREFORE, as an essential inducement to the Banks and the Agents
to make the Credit Facility available to the Borrower pursuant to the terms of
the Credit Agreement, and as a consideration for so doing, the Guarantors hereby
agree with the Banks and the Agents, and with each holder of the Note evidencing
the Credit Facility and each holder of any interest in the Note (each holder of
the Note and each holder of any interest therein being hereinafter collectively
and individually called the "Holder"), as follows:
1. DEFINITIONS As used herein, the following terms shall have the
following meanings:
(a) "INDEBTEDNESS" shall mean (i) all sums due and payable under the
Note, including, without limitation, principal, interest, fees and charges
thereunder; and (ii) any and all other indebtedness or liability of the Borrower
to the Banks and/or the Agents under or arising out of the Credit Facility or
the Loan Documents, including, as to (i) and (ii) above, any extension, renewal,
reduction, compromise, indulgence, variation or modification thereof.
(b) "OBLIGATIONS" shall mean each and every agreement, covenant and
condition to be observed or performed by the Borrower under the Loan Documents.
(c) "EXPENSES" shall mean all costs and expenses, including, but not
limited to, attorneys' fees, incurred in connection with the enforcement by
the Banks and the Agents of its rights against the Borrower under the Loan
Documents and against the Guarantors hereunder, following any default in the
due and punctual payment of the Indebtedness, or observance and performance
of the Obligations, by the Borrower.
2. INDEBTEDNESS AND OBLIGATIONS GUARANTEED. The Guarantors hereby
jointly and severally, absolutely, irrevocably and unconditionally guarantee the
payment of the Indebtedness and the observance and performance of the
Obligations. In connection therewith, the Guarantors will pay to the Banks and
the Agents, on demand, all of the Expenses, and will indemnify and hold the
Banks and the Agents harmless from and against any loss, cost, liability or
expense which the Banks and/or the Agents may sustain or incur by reason of the
failure of the Borrower to pay all of the Indebtedness or to observe and perform
all of the Obligations.
3. UNCONDITIONAL AND ABSOLUTE PAYMENT GUARANTY. This is an
unconditional and absolute guaranty of payment and not merely a guaranty of
collection, and if for any reason, any Indebtedness shall not be paid when and
as due and payable, or any Obligation shall not be observed or performed when
the same is required to be observed or performed, the Guarantors undertake
promptly to pay all such Indebtedness, and to observe and perform, or to cause
the appropriate party to observe and perform, each of such Obligations,
regardless of any defense or setoff or counterclaim which the Borrower may have
or assert, and regardless of whether or not any Holder or anyone on behalf of
any Holder shall have instituted any suit, action or proceeding or exhausted its
remedies or taken any steps to enforce any rights against any of such parties or
any other person to collect all or part of any such amounts, or to compel any
such performance, either pursuant to the Loan Documents, or at law or in equity,
and regardless of any other condition or contingency.
4. WAIVER. The Guarantors hereby unconditionally waive any and all
statutory and common law suretyship defenses that now or hereafter may be
available to the Guarantors, including, without limitation (a) any requirement
that any Holder in the event of any default by the Borrower first make demand
upon, or seek to enforce remedies against, the Borrower or any other guarantor
or any security or collateral held by the Banks or the Agents at any time, or to
pursue any other remedy in its power, before being entitled to payment from the
Guarantors of the amounts payable by the Guarantors hereunder, or before
proceeding against the Guarantors; (b) the defense of the statute of limitations
in any action hereunder or for the collection of any Indebtedness or the
performance of any Obligation; (c) any defense that may arise by reason of (i)
the incapacity, lack of authority, death or disability of the Borrower, any
Guarantor or any other person or entity, (ii) the revocation or repudiation of
this Guaranty by the Guarantors, or the revocation or repudiation of any of the
Loan Documents by the Borrower or any other person or entity, (iii) the failure
of the Banks or the Agents to file or enforce a claim against the estate (either
in administration, bankruptcy or any other proceeding) of the Borrower or any
other person or entity, (iv) the unenforceability in whole or in part of the
Loan Documents or any other document, instrument, or agreement referred to
therein, or any limitation on the liability of the Borrower thereunder, or any
limitation on the method or terms of payment thereunder, which may now or
hereafter be caused or imposed in any manner whatsoever, (v) the election by the
Banks and the Agents, in any proceeding instituted under the federal Bankruptcy
Code, of the application of Section 1111(b)(2) of the federal Bankruptcy Code,
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or (vi) any borrowing or grant of a security interest under Section 364 of the
federal Bankruptcy Code; (d) diligence, presentment, demand for payment,
protest, notice of discharge, notice of acceptance of this Guaranty, and
indulgences and notices of any other kind whatsoever; (e) any defense based upon
an election of remedies (including, if available, an election to proceed by
non-judicial foreclosure) by the Banks and the Agents which destroys or
otherwise impairs any subrogation rights of the Guarantors or the right of the
Guarantors to proceed against the Borrower for reimbursement, or both; (f) any
defense based upon any taking, modification or release of any collateral or
guaranties for the Indebtedness of the Borrower to the Banks and the Agents, or
any failure to perfect any security interest in, or the taking of any other
action or the failure to take any other action with respect to any collateral
securing payment of the Indebtedness or performance of the Obligations; (g) any
rights or defenses based upon an offset by the Guarantors against any obligation
now or hereafter owed to the Guarantors by the Borrower; or (h) any right of
appraisement with regard to the value of any collateral which the Banks may
apply as a credit to the obligations of the Borrower, through foreclosure or
otherwise, and agrees that the determination by an independent appraiser
appointed by the Banks or the Agents of the value of such collateral shall be
binding upon the Guarantors for all purposes; it being the intention hereof that
the Guarantors shall remain fully liable, as principal, until the full payment
of the Indebtedness, full performance of all the Obligations, and termination of
the obligations of the Banks and the Agents under the Loan Documents,
notwithstanding any act, omission or thing which might otherwise operate as a
legal or equitable discharge of the Guarantors.
5. NO RELEASE OF GUARANTY. The obligations, covenants, agreements and
duties of the Guarantors under this Guaranty shall not be released, affected,
stayed or impaired, except upon the express written consent of the Banks and
the Agents, by (a) any assignment, indorsement or transfer, in whole or in
part, of the Note, although made without notice to or the consent of the
Guarantors; or (b) any alteration, compromise, modification, acceleration,
extension or change to or of the time or manner of payment of any of the
Indebtedness, or the performance or observance of any of the Obligations; or
(c) any increase or reduction in the rate of interest or amount of principal
payable on the Note, or any other Indebtedness; or (d) the voluntary or
involuntary liquidation, sale or other disposition of all or substantially
all of the assets of the Borrower or the Guarantors; or (e) any receivership,
insolvency, bankruptcy, reorganization, dissolution or other similar
proceedings, affecting the Borrower or the Guarantors or any of their assets;
or (f) any release of any property from the lien and security interest
created by any of the Loan Documents, the subordination of any such lien or
security interest, or the acceptance of additional or substitute property as
security under the Loan Documents; or (g) the release or discharge of the
Borrower from the observance or performance of any agreement, covenant, term
or condition contained in the Loan Documents; or (h) the foreclosure of any
lien or security interest on any property securing repayment of the
Indebtedness, or the acceptance of a deed or assignment of any such property
in lieu of foreclosure; or (i) any action which the Holder may take or omit
to take by virtue of the Loan Documents or through any course of dealing with
the Borrower; or (j) the release of any existing guarantor or the addition of
a new guarantor; or (k) the operation of law or any other cause, whether
similar or dissimilar to the foregoing.
6. WAIVER OF SUBROGATION. The Guarantors hereby waive, release and
discharge any claim or right the Guarantors may have to be subrogated to the
rights of the Holder following payment of
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the Indebtedness and performance of the Obligations. This waiver, release and
discharge shall continue even after the Indebtedness has been paid in full,
the Obligations performed, and the obligations of the Banks and the Agents
under the Loan Documents terminated.
7. SUBORDINATION OF INDEBTEDNESS. Any indebtedness of the Borrower now
or hereafter held by any Guarantor is hereby subordinated to the Indebtedness
of the Borrower to the Holder; and, upon the request of the Holder, such
indebtedness of the Borrower to the Guarantors shall be collected, enforced
and received by the Guarantors as trustee for the Holder and shall be paid
over to the Holder on account of the Indebtedness of the Borrower to the
Holder without reducing or affecting in any manner the liability of the
Guarantors under the other provisions of this Guaranty.
8. CLAIMS IN BANKRUPTCY. The Guarantors will file all claims against the
Borrower in any bankruptcy or other proceeding in which the filing of claims
is required or permitted by law upon any indebtedness of the Borrower to any
Guarantor or claim against the Borrower by any Guarantor, and the Guarantors
hereby assign to the Banks and the Agents all rights of the Guarantors
thereunder. If the Guarantor does not file any such claim, the Banks and the
Agents, as attorney-in-fact for such Guarantor, is hereby authorized to do so
in the name of the Guarantor or, in the discretion of the Banks and the
Agents, to assign the claim and to cause proof of claim to be filed in the
name of the nominee of the Banks and the Agents. The Banks, the Agents or
their nominee shall have the sole right to accept or reject any plan proposed
in such proceeding and to take any other action which a party filing a claim
is entitled to take. In all such cases, whether in administration, bankruptcy
or otherwise, the person or persons authorized to pay such claim shall pay to
the Banks and the Agents the full amount payable on such claim up to the
amounts due under this Guaranty, and, to the full extent necessary for that
purpose, the Guarantors hereby assign to the Banks and the Agents all of the
Guarantors' rights to any such payments or distributions to which the
Guarantors would otherwise be entitled; provided, however, that the
Guarantors' obligations hereunder shall not be satisfied except to the extent
that the Banks and the Agents receive cash by reason of any such payment or
distribution. If the Banks and the Agents receive anything hereunder other
than cash, the same shall be held as collateral for the payment of all
amounts due under this Guaranty.
9. FINANCIAL CAPACITY.
(a) The Guarantors hereby agree, as a material inducement to the Banks
and the Agents to enter into the Third Amendment, to furnish to the Banks and
the Agents such financial statements, reports and information as required by
Sections 6.01 and 6.02 of the Credit Agreement. The Banks and the Agents
agree to keep confidential all of the financial information which it receives
in connection herewith, except that such information may be provided to any
assignee as provided in Section 17 hereof.
(b) The Guarantors will promptly notify each Bank through the
Administrative Agent of the commencement of, or any material development in,
any litigation or proceeding affecting any Guarantor which, if adversely
determined, would reasonably be expected to have a Material Adverse Effect
(as defined in the Credit Agreement); or in which the relief sought is an
injunction or other stay of the performance of this Guaranty. Such notice
shall be accompanied by a written statement
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by the chief executive officer, the president or the chief financial officer
of such Guarantor, or any other officer having substantially the same
authority and responsibility, setting forth details of the occurrence
referred to therein, and stating what action the Guarantors propose to take
with respect thereto and at what time.
10. CONDITION OF BORROWER. The Guarantors are fully aware of the
financial condition of the Borrower and are executing and delivering this
Guaranty based solely upon the Guarantors' own independent investigation of
all matters pertinent hereto, and are not relying in any manner upon any
representation or statement of the Banks or the Agents. The Guarantors
represent and warrant that the Guarantors are in a position to obtain and the
Guarantors hereby assume full responsibility for obtaining, any additional
information concerning the Borrower's financial condition and any other
matter pertinent hereto as the Guarantors may desire, and the Guarantors are
not relying upon or expecting the Banks or the Agents to furnish to the
Guarantors any information now or hereafter in the possession of the Banks or
the Agents concerning the same or any other matter. By executing this
Guaranty, the Guarantors knowingly acknowledge and accept the full range of
risks encompassed within a contract of this type. The Guarantors shall have
no right to require the Banks or the Agents to obtain or disclose any
information with respect to the Indebtedness or the Obligations, the
financial condition or character of the Borrower, the Borrower's ability to
pay the Indebtedness or perform the Obligations, the existence of any
collateral or security for any or all of the Indebtedness or the Obligations,
the existence or non-existence of any other guaranties of all or any part of
the Indebtedness or the Obligations, or any action or non-action on the part
of the Banks, the Agents, the Borrower, or any other person, or any other
matter, fact or occurrence whatsoever.
11. REPRESENTATIONS AND WARRANTIES. Each of the Guarantors represents and
warrants to the Banks and the Agents that:
(a) TAX RETURNS AND PAYMENTS. All material tax returns and reports of
each Guarantor required by law to be filed have been duly filed, and all taxes,
assessments, contributions, fees and other governmental charges the liability
for which could exceed $100,000 (other than those currently payable without
penalty or interest and those currently being contested in good faith) upon any
Guarantor or upon any Guarantor's properties, assets or income which are due and
payable have been paid.
(b) LITIGATION. There is, to the knowledge of the Guarantors, no
action, suit, proceeding or investigation pending at law or in equity or before
any Governmental Authority (as defined in the Credit Agreement), or threatened
against or affecting any Guarantor, an adverse ruling in which would or might
materially impair the ability of the Guarantors to observe and perform the
Guarantors' obligations under this Guaranty or have a material adverse effect
upon the legality, validity, binding effect or enforceability of this Guaranty.
(c) COMPLIANCE WITH OTHER INSTRUMENTS; NONE BURDENSOME. To the best of
their knowledge, no Guarantor is in violation of or in default with respect to
any provision of any mortgage, indenture, contract, agreement or instrument
applicable to such Guarantor, or by which such Guarantor is bound, and there is
no provision of any mortgage, indenture, contract, agreement or instrument
applicable to any Guarantor or by which any Guarantor is bound which materially
adversely affects,
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or in the future (so far as the Guarantors can now foresee) will materially
adversely affect, the business or prospects or condition (financial or other) of
any Guarantor or of any Guarantor's properties or assets.
(d) FINANCIAL STATEMENTS. Any financial statements heretofore delivered
to the Banks and the Agents by the Guarantors are true and correct in all
respects, and fairly represent the respective financial conditions of the
subjects thereof as of the respective dates thereof; and no materially adverse
change has occurred in the financial conditions reflected therein since the
respective dates thereof.
12. BANKRUPTCY. Until all Indebtedness has been paid to the Banks and
the Agents, all Obligations have been performed, and the obligations of the
Banks and the Agents under the Loan Documents have been terminated, the
Guarantors shall not, without the prior written consent of the Banks and the
Agents, commence or join with any other person in commencing any bankruptcy,
reorganization or insolvency proceedings of or against the Borrower. The
obligations of the Guarantors under this Guaranty shall not be altered, limited
or affected by any proceeding, voluntary or involuntary, involving the
bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement
of the Borrower or by any defense which the Borrower may have by reason of the
order, decree or decision of any court or administrative body resulting from any
such proceeding. The Guarantors acknowledge and agree that any interest on the
Indebtedness which accrues after the commencement of any such proceeding (or, if
interest on any portion of the Indebtedness ceases to accrue by operation of law
by reason of the commencement of said proceeding, such interest as would have
accrued on any such portion of the Indebtedness if said proceeding had not been
commenced) shall be included in the Indebtedness, since it is the intention of
the parties that the amount of the Indebtedness which is guaranteed by the
Guarantors pursuant to this Guaranty should be determined without regard to any
rule of law or order which may relieve the Borrower of any portion of such
Indebtedness. The Guarantors will permit any trustee in bankruptcy, receiver,
debtor in possession, assignee for the benefit of creditors or similar person to
pay the Banks and the Agents, or allow the claim of the Banks and the Agents in
respect of, any such interest accruing after the date on which such proceeding
is commenced. In the event that all or any portion of the Indebtedness is paid
or all or any part of the Obligations are performed by the Borrower, the
obligations of the Guarantors hereunder shall continue and remain in full force
and effect in the event that all or any part of such payment or performance is
avoided or recovered directly or indirectly from the Banks or the Agents as a
preference, fraudulent transfer or otherwise in such proceeding.
13. REMEDIES CUMULATIVE. The liability of the Guarantors, and all
rights, powers and remedies of the Banks and the Agents hereunder and under any
other agreement now or at any time hereafter in force between the Banks, the
Agents and the Guarantors relating to the Indebtedness or the Obligations, shall
be cumulative and not exclusive or alternative, and such rights, powers and
remedies shall be in addition to all other rights, powers and remedies given to
the Banks and the Agents by law.
14. AMENDMENTS; CONTINUING LIABILITY. The terms of this Guaranty may
not be modified or amended except by a written agreement executed by the
Guarantors with the consent in writing of the Holder. The obligations of the
Guarantors under this Guaranty shall be continuing obligations
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and a separate cause of action shall be deemed to arise in respect of each
default hereunder. The Guarantors will from time to time deliver, upon
request of the Holder, satisfactory acknowledgments of the Guarantors'
continued liability hereunder.
15. MERGER OR CONSOLIDATION OF GUARANTORS. No Guarantor will
consolidate or merge with or into another corporation, person or entity, whether
or not affiliated with such Guarantor without the written consent of the Holder
(which consent shall not be unreasonably withheld). No consolidation or merger
(with or without the consent of the Holder) shall release, affect or impair the
continuing liability and obligation of the Guarantors under this Guaranty.
16. NOTICES. Any notice or demand to be given or served hereunder shall
be in writing and personally delivered, or sent by registered or certified mail
addressed as follows:
To the Banks and
the Agents at: 000 Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
Attention: Commercial Real Estate Division
To Guarantors at: 000 Xxxx Xxxxxx Xxxx, 0xx Xxxxx
Xxxxxxxx, Xxxxxx 00000
Any such address may be changed from time to time by the addressee by serving
notice to the other party as above provided. Service of such notice or demand
shall be deemed complete on the date of actual delivery or at the expiration of
the second day after the date of mailing if mailed in
Hawaii, whichever is earlier.
The Guarantors hereby irrevocably authorize the Agents to accept
facsimile ("FAX") transmissions of such notices, requests, demands and
documents, provided such transmission is signed by an officer of any Guarantor.
The Guarantors shall and do hereby hold the Agents harmless from, and indemnify
the Agents against, any loss, cost, expense, claim or demand which may be
incurred by or asserted against the Agents by virtue of the Agents acting upon
any such notices, requests, demands or documents transmitted in accordance with
the above provisions. Any such FAX transmission shall, at the Agents' request,
be separately confirmed by telephone conference between the Agents and the
authorized officer described above, and shall be followed by transmission of the
actual "hard copy" of the notice, request, demand or document in question.
17. PARTIES IN INTEREST. All covenants, agreements, terms and
conditions contained in this Guaranty shall be binding on the Guarantors and the
Guarantors' respective successors, successors in trust and assigns, and shall
bind, inure to the benefit of and be enforceable by the Holder from time to
time. This Guaranty is assignable by the Banks and the Agents with respect to
all or any portion of the Indebtedness or the Obligations without notice to or
consent of the Guarantor, and when so assigned, the Guarantors shall be liable
to the assignee as to any such portion, without in any manner affecting the
liability of the Guarantors with respect to any of the Indebtedness or
Obligations retained by the Banks or the Agents.
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18. GOVERNING LAW; CHOICE OF FORUM; SERVICE OF PROCESS. This Guaranty
shall be construed and interpreted in accordance with and shall be governed by
the laws of the State of Hawaii. The Banks and the Agents may bring any action
or proceeding to enforce this Guaranty, or any action or proceeding arising out
of this Guaranty, in any court or courts of the State of Hawaii or the United
States District Court for the District of Hawaii. If the Banks and the Agents
commence such an action in a court located in the State of Hawaii, or the United
States District Court for the District of Hawaii, the Guarantors hereby agree
that the Guarantors will submit and does hereby irrevocably submit to the
personal jurisdiction of such courts; if served by mail will acknowledge receipt
of a copy of the summons and complaint within the statutory time limit and in
the manner set forth on the notice and summons; and will not attempt to have
such action dismissed, abated, or transferred on the ground of FORUM NON
CONVENIENS or similar grounds; provided, however, that nothing contained herein
shall prohibit the Guarantors from seeking, by appropriate motion, to remove an
action brought in a Hawaii state court to the United States District Court for
the District of Hawaii. If such action is so removed, however, the Guarantors
shall not seek to transfer such action to any other district nor shall the
Guarantors seek to transfer to any other district any action which the Banks and
the Agents originally commenced in the United States District Court for the
District of Hawaii. Any action or proceeding brought by the Guarantors arising
out of this Guaranty shall be brought solely in a court of competent
jurisdiction located in the State of Hawaii or in the United States District
Court for the District of Hawaii.
19. PARAGRAPH HEADINGS. The headings of paragraphs herein are inserted
only for convenience and shall in no way define, describe or limit the scope or
intent of any provision of the Guaranty.
20. LIABILITY JOINT AND SEVERAL. The obligations of each Guarantor
hereunder shall be joint and several.
21. COUNTERPARTS. This Guaranty may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument, and in making proof of this Guaranty, it
shall not be necessary to produce or account for more than one
such counterpart.
IN WITNESS WHEREOF, the Guarantors have executed this instrument as of
July 22, 1999.
XXXXXXX HOMES OF CALIFORNIA, INC.
By /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President of Finance
XXXXXXX HOMES OF OREGON, INC.
By /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President of Finance
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XXXXXXX HOMES OF WASHINGTON, INC.
By /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President of Finance
MELODY HOMES, INC.
By /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President of Finance
XXXXXXX REALTY/MAUI, INC.
By /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President of Finance
XXXXXXX REALTY/OAHU, INC.
By /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President of Finance
LOKELANI CONSTRUCTION CORPORATION
By /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President of Finance
MELODY MORTGAGE CO.
By /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President of Finance
SHLR OF WASHINGTON, INC.
By /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President of Finance
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SHLR OF COLORADO, INC.
By /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President of Finance
SHLR OF UTAH, INC.
By /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President of Finance
SSHI LLC
By SHLR of Washington, Inc.
Its Member
By /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President of Finance
SHLR OF NEVADA, INC.
By /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President of Finance
"SHLR/NEVADA"
SRHI LLC
By SHLR of Nevada, Inc.
-------------------------------
Its Managing Member
By /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President of Finance
"SRHI"
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