MASTER
      ISSUING AND PAYING AGENCY AGREEMENT

    


    This
      Agreement, dated as of March 29, 2006, is by and among Lennar Corporation (the
      “Issuer”),
      each
      of the Guarantors that becomes a party to this Agreement by executing a Guaranty
      in substantially the form of Exhibit C hereto and JPMorgan Chase Bank, N.A.
      (“JPMorgan”).

    


    1. APPOINTMENT
      AND ACCEPTANCE

    


    The
      Issuer hereby appoints JPMorgan as its issuing and paying agent in connection
      with the issuance and payment of certain short-term promissory notes of the
      Issuer (the “Notes”),
      as
      further described herein, and JPMorgan agrees to act as such agent upon the
      terms and conditions contained in this Agreement.

    


    2. COMMERCIAL
      PAPER PROGRAMS

    


    The
      Issuer may establish one or more commercial paper programs under this Agreement
      by delivering to JPMorgan a completed program schedule (the “Program
      Schedule”),
      with
      respect to each
      such
      program. JPMorgan has given the Issuer a copy of the current form of Program
      Schedule and the Issuer shall complete and return its first Program Schedule
      to
      JPMorgan prior to or simultaneously with the execution of this Agreement. In
      the
      event that any of the information provided in, or attached to, a Program
      Schedule shall change, the Issuer shall promptly inform JPMorgan of such change
      in writing.

    


    3. NOTES

    


    All
      Notes
      issued by the Issuer under this Agreement shall be short-term promissory notes,
      guaranteed (except as provided in Section 32(b) hereof) by a guaranty of the
      Guarantors (each a “Guaranty”
and,
      collectively, the “Guaranties”),
      exempt
      from the registration requirements of the Securities Act of 1933, as amended,
      as
      indicated on the Program Schedules, and from applicable state securities laws.
      The dealers (the “Dealers”)
      may
      cause the Notes to be issued pursuant to Section 4 hereof. Notes shall be issued
      in either certificated or book-entry form.

    


    4.
      AUTHORIZED REPRESENTATIVES

    


    The
      Issuer shall deliver to JPMorgan a duly adopted corporate resolution from the
      Issuer’s Board of Directors (or other governing body) authorizing the issuance
      of Notes under each program established pursuant to this Agreement and a
      certificate of incumbency, with specimen signatures attached, of those officers,
      employees and agents of the Issuer authorized to take certain actions with
      respect to the Notes as provided in this Agreement (each such person is
      hereinafter referred to as an “Authorized
      Representative”).
      Until
      JPMorgan receives any subsequent incumbency certificates of the Issuer, JPMorgan
      shall be entitled to rely on the last incumbency certificate delivered to it
      for
      the purpose of determining the Authorized Representatives. The Issuer represents
      and warrants that each Authorized Representative may appoint other officers,
      employees and agents of the Issuer (the “Delegates”),
      including without limitation any Dealers, to issue instructions to JPMorgan
      under this Agreement, and take other actions on the behalf of the Issuer and
      the
      Guarantors hereunder, provided that notice of the appointment of each Delegate
      is delivered to JPMorgan in writing by the Issuer. Each such appointment shall
      remain in effect unless and until revoked by the Issuer in a written notice
      to
      JPMorgan.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5. CERTIFICATED
      NOTES

    


    If
      and
      when the Issuer intends to issue certificated notes (“Certificated
      Notes”),
      the
      Issuer and JPMorgan shall agree upon the form of such Notes. Thereafter, the
      Issuer shall from time to time deliver to JPMorgan adequate supplies of
      Certificated Notes which will be in bearer form, serially numbered, and shall
      be
      executed by the manual or facsimile signature of an Authorized Representative.
      JPMorgan will acknowledge receipt of any supply of Certificated Notes received
      from the Issuer, noting any exceptions to the shipping manifest or transmittal
      letter (if any), and will hold the Certificated Notes in safekeeping for the
      Issuer in accordance with JPMorgan’s customary practices. JPMorgan shall not
      have any liability to the Issuer or any of the Guarantors to determine by whom
      or by what means a facsimile signature may have been affixed on Certificated
      Notes, or to determine whether any facsimile or manual signature is genuine,
      if
      such facsimile or manual signature resembles the specimen signature attached
      to
      the Issuer’s certificate of incumbency with respect to such Authorized
      Representative. Any Certificated Note bearing the manual or facsimile signature
      of a person who is an Authorized Representative on the date such signature
      was
      affixed shall bind the Issuer and the Guarantors after completion and
      countersignature thereof by JPMorgan, notwithstanding that such person shall
      have ceased to hold his or her office on the date such Note is countersigned
      or
      delivered by JPMorgan. 

    


    6. BOOK-ENTRY
      NOTES

    


    The
      Issuer’s book-entry notes (“Book-Entry
      Notes”)
      shall
      not be issued in physical form, but their aggregate face amount shall be
      represented by a master note (the “Master
      Note”)
      in the
      form of Exhibit A executed by the Issuer pursuant to the book-entry commercial
      paper program of The Depository Trust Company (“DTC”).
      JPMorgan shall maintain the Master Note in safekeeping, in accordance with
      its
      customary practices, on behalf of Cede & Co., the registered owner thereof
      and nominee of DTC. As long as Cede & Co. is the registered owner of the
      Master Note, the beneficial ownership interest therein shall be shown on, and
      the transfer of ownership thereof shall be effected through, entries on the
      books maintained by DTC and the books of its direct and indirect participants.
      The Master Note and the Book-Entry Notes shall be subject to DTC’s rules and
      procedures, as amended from time to time. JPMorgan shall not be liable or
      responsible for sending transaction statements of any kind to DTC’s participants
      or the beneficial owners of the Book-Entry Notes, or for maintaining,
      supervising or reviewing the records of DTC or its participants with respect
      to
      such Notes. In connection with DTC’s program, the Issuer understands that as one
      of the conditions of its participation therein, it shall be necessary for the
      Issuer and JPMorgan to enter into a Letter of Representations, in the form
      of
      Exhibit B hereto, and for DTC to receive and accept such Letter of
      Representations. In accordance with DTC’s program, JPMorgan shall obtain from
      the CUSIP Service Bureau a written list of CUSIP numbers for Issuer’s Book-Entry
      Notes, and JPMorgan shall deliver such list to DTC. The CUSIP Service Bureau
      shall bill the Issuer directly for the fee or fees payable for the list of
      CUSIP
      numbers for the Issuer’s Book-Entry Notes.

    


    7. ISSUANCE
      INSTRUCTIONS TO JPMORGAN; PURCHASE PAYMENTS

    


    The
      Issuer and the Guarantors understand that all instructions under this Agreement
      are to be directed to JPMorgan’s Commercial Paper Operations Department.
      JPMorgan shall provide the Issuer, or, if applicable, the Issuer’s Dealers, with
      access to JPMorgan’s Money Market Issuance System or other electronic means
      (collectively, the “System”)
      in
      order that JPMorgan may receive electronic instructions for the issuance of
      Notes. Electronic instructions must be transmitted in accordance with the
      procedures furnished by JPMorgan to the Issuer or its Dealers in connection
      with
      the System. These transmissions shall be the equivalent to the giving of a
      duly
      authorized written and signed instruction which JPMorgan may act upon without
      liability. In the event that the System is inoperable at any time, an Authorized
      Representative or a Delegate may deliver written, telephone or facsimile
      instructions to JPMorgan, which instructions shall be verified in accordance
      with any security procedures agreed upon by the parties. JPMorgan shall incur
      no
      liability to the Issuer or the Guarantors in acting upon instructions believed
      by JPMorgan in good faith to have been given by an Authorized Representative
      or
      a Delegate. In the event that a discrepancy exists between a telephonic
      instruction and a written confirmation, the telephonic instruction will be
      deemed the controlling and proper instruction. JPMorgan may electronically
      record any conversations made pursuant to this Agreement, and the Issuer and
      the
      Guarantors hereby consent to such recordings. All issuance instructions
      regarding the Notes must be received by 1:00 P.M. New York time in order for
      the
      Notes to be issued or delivered on the same day.

    


    
      
        
        

      

      
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    (a) Issuance
      and Purchase of Book-Entry Notes.
      Upon
      receipt of issuance instructions from the Issuer or its Dealers with respect
      to
      Book-Entry Notes, JPMorgan shall transmit such instructions to DTC and direct
      DTC to cause appropriate entries of the Book-Entry Notes to be made in
      accordance with DTC’s applicable rules, regulations and procedures for
      book-entry commercial paper programs. JPMorgan shall assign CUSIP numbers to
      the
      Issuer’s Book-Entry Notes to identify the Issuer’s aggregate principal amount of
      outstanding Book-Entry Notes in DTC’s system, together with the aggregate unpaid
      interest (if any) on such Notes. Promptly following DTC’s established settlement
      time on each issuance date, JPMorgan shall access DTC’s system to verify whether
      settlement has occurred with respect to the Issuer’s Book-Entry Notes. Prior to
      the close of business on such business day, JPMorgan shall deposit immediately
      available funds in the amount of the proceeds due the Issuer (if any) to the
      Issuer’s account at JPMorgan and designated in the applicable Program Schedule
      (the “Account”),
      provided
      that
      JPMorgan
      has received DTC’s confirmation that the Book-Entry Notes have settled in
      accordance with DTC’s applicable rules, regulations and procedures. JPMorgan
      shall have no liability to the Issuer or the Guarantors whatsoever if any DTC
      participant purchasing a Book-Entry Note fails to settle or delays in settling
      its balance with DTC or if DTC fails to perform in any respect.

    


    (b) Issuance
      and Purchase of Certificated Notes.
      Upon
      receipt of issuance instructions with respect to Certificated Notes, JPMorgan
      shall: (a) complete each Certificated Note as to principal amount, date of
      issue, maturity date, place of payment, and rate or amount of interest (if
      such
      Note is interest bearing) in accordance with such instructions; (b) countersign
      each Certificated Note; and (c) deliver each Certificated Note in accordance
      with the Issuer’s instructions, except as otherwise set forth below. Whenever
      JPMorgan is instructed to deliver any Certificated Note by mail, JPMorgan shall
      strike from the Certificated Note the word “Bearer,” insert as payee the name of
      the person so designated by the Issuer and effect delivery by mail to such
      payee
      or to such other person as is specified in such instructions to receive the
      Certificated Note. The Issuer and the Guarantors understand that, in accordance
      with the custom prevailing in the commercial paper market, delivery of
      Certificated Notes shall be made before the actual receipt of payment for such
      Notes in immediately available funds, even if the Issuer instructs JPMorgan
      to
      deliver a Certificated Note against payment. Therefore, once JPMorgan has
      delivered a Certificated Note to the designated recipient, the Issuer and the
      Guarantors shall bear the risk that such recipient may fail to remit payment
      of
      the purchase price of such Note or return such Note to JPMorgan. Delivery of
      Certificated Notes shall be subject to the rules of the New York Clearing House
      in effect at the time of such delivery. Funds received in payment for
      Certificated Notes shall be credited to the Account.

    


    
      
        
        

      

      
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    8. USE
      OF SALES PROCEEDS IN ADVANCE OF PAYMENT

    


    JPMorgan
      shall not be obligated to credit the Issuer’s Account unless and until payment
      of the purchase price of each Note is received by JPMorgan. From time to time,
      JPMorgan, in its sole discretion, may permit the Issuer to have use of funds
      payable with respect to a Note prior to JPMorgan’s receipt of the sales proceeds
      of such Note. If JPMorgan makes a deposit, payment or transfer of funds on
      behalf of the Issuer before JPMorgan receives payment for any Note, such
      deposit, payment or transfer of funds shall represent an advance by JPMorgan
      to
      the Issuer to be repaid promptly, and in any event on the same day as it is
      made, from the proceeds of the sale of such Note, or by the Issuer or the
      Guarantors if such proceeds are not received by JPMorgan.

    


    9. PAYMENT
      OF MATURED NOTES

    


    In
      the
      case of an Extendible Commercial Note, notice that the Issuer will not redeem
      any Note on the relative Initial Redemption Date (as defined in the applicable
      Extendible Commercial Note Announcement) must be received in writing by JPMorgan
      by 11:00 A.M. on such Initial Redemption Date. On any day when a Note matures
      or
      is prepaid, the Issuer shall transmit, or cause to be transmitted, to the
      Account, prior to 2:00 P.M. New York time on the same day, an amount of
      immediately available funds sufficient to pay the aggregate principal amount
      of
      such Note and any applicable interest due. JPMorgan shall receive such funds
      as
      agent for the holder of the Note and payment to JPMorgan will constitute payment
      with regard to the Note. JPMorgan shall pay the interest (if any) and principal
      on a Book-Entry Note to DTC in immediately available funds, which payment shall
      be by net settlement of JPMorgan’s account at DTC. JPMorgan shall pay
      Certificated Notes upon presentment. JPMorgan shall have no obligation under
      the
      Agreement to make any payment for which there is not sufficient, available
      and
      collected funds in the Account, and JPMorgan may, without liability to the
      Issuer or the Guarantors, refuse to pay any Note that would result in an
      overdraft to the Account.

    


    10. OVERDRAFTS
      AND RIGHT TO SUBROGATION

    


    (a) Intraday
      overdrafts with respect to each Account shall be subject to JPMorgan’s policies
      as in effect from time to time.

    


    (b) An
      overdraft will exist in an Account if JPMorgan, in its sole discretion, (i)
      permits an advance to be made pursuant to Section 8 and, notwithstanding the
      provisions of Section 8, such advance is not repaid in full on the same day
      as
      it is made, or (ii) pays a Note pursuant to Section 9 in excess of the available
      collected balance in such Account. Overdrafts shall be subject to JPMorgan’s
      established banking practices, including, without limitation, the imposition
      of
      interest, funds usage charges and administrative fees. The Issuer shall repay
      any such overdraft and the related fees and charges no later than the next
      business day, together with interest on the overdraft at the rate established
      by
      JPMorgan for the Account and previously communicated to the Issuer and the
      Guarantors, computed from and including the date of the overdraft to the date
      of
      repayment. 

    


    (c) Notwithstanding
      anything herein to the contrary, in the event that JPMorgan (i) permits an
      advance pursuant to Section 8, and such advance is not repaid in full in
      accordance with the terms hereunder, or (ii) pays a Note pursuant to Section
      9
      in excess of the available collected balance in such account, any and all
      covenants, agreements and other obligations of the Issuer and each Guarantor
      to
      the Holders shall continue to exist and shall run to the benefit of JPMorgan,
      and JPMorgan shall be subrogated to the rights of the Holders. In the event
      that
      any Dealer incurs a liability in respect of, or arising out of, the failure
      of a
      Holder of a Note to be paid the full amount of such Note when due, such Dealer
      shall be subrogated to the rights of such Holder against the Guarantor. Each
      Dealer shall be deemed to be a third party beneficiary of the obligations of
      the
      Guarantor hereunder as required to effect such subrogation. 

    


    
      
        
        

      

      
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    11. NO
      PRIOR COURSE OF DEALING

    


    No
      prior
      action or course of dealing on the part of JPMorgan with respect to advances
      of
      the purchase price or payments of matured Notes shall give rise to any claim
      or
      cause of action by the Issuer or any of the Guarantors against JPMorgan in
      the
      event that JPMorgan refuses to pay or settle any Notes for which the Issuer
      or
      any of the Guarantors has not timely provided funds as required by this
      Agreement.

    


    12. RETURN
      OF CERTIFICATED NOTES

    


    JPMorgan
      will in due course cancel any Certificated Note presented for payment and return
      such Note to the Issuer. JPMorgan shall also cancel and return to the Issuer
      any
      spoiled or voided Certificated Notes. Promptly upon written request of the
      Issuer or at the termination of this Agreement, JPMorgan shall destroy all
      blank, unissued Certificated Notes in its possession and furnish a certificate
      to the Issuer certifying such actions.

    


    13. INFORMATION
      FURNISHED BY JPMORGAN

    


    Upon
      the
      reasonable request of the Issuer, JPMorgan shall promptly provide the Issuer
      with information with respect to any Note issued and paid hereunder,
provided,
      that
      the
      Issuer delivers such request in writing and, to the extent applicable, includes
      the serial number or note number, principal amount, payee, date of issue,
      maturity date, amount of interest (if any) and place of payment of such
      Note.

    


    14. REPRESENTATIONS,
      WARRANTIES and covenants

    


    (a) Representations.
      Each of
      the Issuer and Guarantors represents and warrants that: (i) it has the right,
      capacity and authority to enter into this Agreement; and (ii) it will comply
      with all of its obligations and duties under this Agreement. The Issuer further
      represents and agrees that each Note issued and distributed upon its instruction
      pursuant to this Agreement shall constitute the Issuer’s representation and
      warranty to JPMorgan that such Note is a legal, valid and binding obligation
      of
      the Issuer, and that such Note is being issued in a transaction which is exempt
      from registration under the Securities Act of 1933, as amended, and any
      applicable state securities law.

    


    (b) Furnishing
      Guaranties.
      The
      Issuer shall cause (i) any corporation or other entity of which all the stock
      or
      other interests is or becomes owned by the Issuer, by a wholly-owned Subsidiary
      of the Issuer or by the Issuer and one or more wholly-owned Subsidiaries of
      the
      Issuer other than its finance company Subsidiaries and any foreign Subsidiaries,
      that guarantees any indebtedness of the Issuer or any other Subsidiary, other
      than guaranties by Subsidiaries of U.S. Home Corporation solely of U.S. Home
      Corporation’s obligations as a guarantor under the senior secured credit
      facility dated as of June 17, 2005 between the Company and JPMorgan Chase Bank,
      N.A. as administrative agent and the other lenders party thereto and (ii) any
      other corporation or other entity of which a majority of the voting interest
      is
      owned by the Issuer or by a corporation or other entity of which a majority
      in
      voting power of the stock or other interests is owned by the Issuer or by one
      or
      more Subsidiaries (a “Subsidiary”)
      and
      which guarantees obligations of the Issuer or other Subsidiaries’ obligations
      with regard to the Issuer’s obligations, other than with regard to the Notes,
      totaling $75 million or more to become a Guarantor by causing, as promptly
      as
      practicable, but in any event not later than the earlier of (i) 15 business
      days
      after the end of the fiscal quarter in which such Subsidiary was formed or
      acquired or (ii) the date on which such Subsidiary becomes a guarantor of any
      other indebtedness of the Issuer, such Subsidiary to execute and deliver to
      JPMorgan a Guaranty in substantially the form of Exhibit C hereto. 

    


    
      
        
        

      

      
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    15. DISCLAIMERS

    


    Neither
      JPMorgan nor its directors, officers, employees or agents shall be liable for
      any act or omission under this Agreement except in the case of gross negligence
      or willful misconduct. IN NO EVENT SHALL JPMORGAN BE LIABLE FOR SPECIAL,
      INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHATSOEVER (INCLUDING
      BUT
      NOT LIMITED TO LOST PROFITS), EVEN IF JPMORGAN HAS BEEN ADVISED OF THE
      LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION. In
      no
      event shall JPMorgan be considered negligent in consequence of complying with
      DTC’s rules, regulations and procedures. The duties and obligations of JPMorgan,
      its directors, officers, employees or agents shall be determined by the express
      provisions of this Agreement and they shall not be liable except for the
      performance of such duties and obligations as are specifically set forth herein
      and no implied covenants shall be read into this Agreement against them. Neither
      JPMorgan nor its directors, officers, employees or agents shall be required
      to
      ascertain whether any issuance or sale of any Notes (or any amendment or
      termination of this Agreement) has been duly authorized or is in compliance
      with
      any other agreement to which the Issuer is a party (whether or not JPMorgan
      is
      also a party to such agreement).

    


    16. INDEMNIFICATION

    


    The
      Issuer agrees to indemnify and hold harmless JPMorgan, its directors, officers,
      employees and agents from and against any and all liabilities, claims, losses,
      damages, penalties, costs and expenses (including attorneys’ fees and
      disbursements) suffered or incurred by or asserted or assessed against JPMorgan
      or any of them arising out of JPMorgan or any of them acting as the Issuer’s
      agent under this Agreement, except for such liability, claim, loss, damage,
      penalty, cost or expense resulting from the gross negligence or willful
      misconduct of JPMorgan, its directors, officers, employees or agents. This
      indemnity will survive the termination of this Agreement.

    


    17. OPINION
      OF COUNSEL

    


    The
      Issuer shall deliver to JPMorgan all documents it may reasonably request
      relating to their corporate existence and authority for this Agreement,
      including, without limitation, opinions of counsel, substantially in the form
      of
      Exhibits E through G hereto.

    


    18. NOTICES

    


    All
      notices, confirmations and other communications hereunder shall (except to
      the
      extent otherwise expressly provided) be in writing and shall be sent by
      first-class mail, postage prepaid, by telecopier or by hand, addressed as
      follows, or to such other address as the party receiving such notice shall
      have
      previously specified to the party sending such notice:

    


    
      
        
        

      

      
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      	If
              to the Issuer: 	
              Lennar
                Corporation

            


    

    700
      Northwest 107th
      Avenue

    Miami,
      FL
      33172

    Attention:
      Treasurer

    Telephone:
      (305)
      229-6642

    Facsimile:
      (305)
      227-7115

    


    If
      to a
      Guarantor, to its address set forth under its signature to its
      Guaranty.

    


    If
      to
      JPMorgan concerning the daily issuance and redemption of Notes:

    


    Attention:
      Commercial Paper Operations

    227
      West
      Monroe, 26th
      Floor

    Chicago,
      IL 60606

    Telephone:
      (312)
      267-5100

    Facsimile:
      (312)
      267-5202

    


    
      	Allother:	
              Attention:
                Commercial Paper Client Services

            


    

    227
      West
      Monroe, 26th
      Floor

    Chicago,
      IL 60606

    Telephone:
      (312)
      267-5044

    Facsimile:
      (312)
      267-5212

    


    19. COMPENSATION

    


    The
      Issuer shall pay compensation for services pursuant to this Agreement in
      accordance with the pricing schedules furnished by JPMorgan to the Issuer from
      time to time and upon such payment terms as the parties shall determine. The
      Issuer shall also reimburse JPMorgan for any fees and charges imposed by DTC
      with respect to services provided in connection with the Book-Entry
      Notes.

    


    20. BENEFIT
      OF AGREEMENT

    


    This
      Agreement is solely for the benefit of the parties hereto and no other person
      shall acquire or have any right under or by virtue hereof.

    


    21. TERMINATION

    


    This
      Agreement may be terminated at any time by either party by written notice to
      the
      other, but such termination shall not affect the respective liabilities of
      the
      parties hereunder arising prior to such termination.

    


    22. FORCE
      MAJEURE

    


    In
      no
      event shall JPMorgan be liable for any failure or delay in the performance
      of
      its obligations hereunder because of circumstances beyond JPMorgan’s control,
      including, but not limited to, acts of God, flood, war (whether declared or
      undeclared), terrorism, fire, riot, strikes or work stoppages for any reason,
      embargo, government action, including any laws, ordinances, regulations or
      the
      like which restrict or prohibit the providing of the services contemplated
      by
      this Agreement, inability to obtain material, equipment, or communications
      or
      computer facilities, or the failure of equipment or interruption of
      communications or computer facilities, and other causes beyond JPMorgan’s
      control whether or not of the same class or kind as specifically named
      above.

    


    
      
        
        

      

      
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    23. ENTIRE
      AGREEMENT

    


    This
      Agreement, together with the exhibits attached hereto, constitutes the entire
      agreement between JPMorgan, the Issuer and the Guarantors with respect to the
      subject matter hereof and supersedes in all respects all prior proposals,
      negotiations, communications, discussions and agreements among the parties
      concerning the subject matter of this Agreement.

    


    24. WAIVERS
      AND AMENDMENTS

    


    No
      failure or delay on the part of any party in exercising any power or right
      under
      this Agreement shall operate as a waiver, nor does any single or partial
      exercise of any power or right preclude any other or further exercise, or the
      exercise of any other power or right. Any such waiver shall be effective only
      in
      the specific instance and for the purpose for which it is given. No amendment,
      modification or waiver of any provision of this Agreement shall be effective
      unless the same shall be in writing and signed by the Issuer and
      JPMorgan.

    


    25. BUSINESS
      DAY

    


    Whenever
      any payment to be made hereunder shall be due on a day which is not a business
      day for JPMorgan, then such payment shall be made on JPMorgan’s next succeeding
      business day.

    


    26. COUNTERPARTS

    


    This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original and such counterparts together shall constitute but one
      instrument.

    


    27. HEADINGS

    


    The
      headings in this Agreement are for purposes of reference only and shall not
      in
      any way limit or otherwise affect the meaning or interpretation of any of the
      terms of this Agreement.

    


    28. GOVERNING
      LAW

    


    This
      Agreement and the Notes shall be governed by and construed in accordance with
      the internal laws of the State of New York, without regard to the conflict
      of
      laws provisions thereof.

    


    29. JURISDICTION
      AND VENUE

    


    Each
      party hereby irrevocably and unconditionally submits to the jurisdiction of
      the
      United States District Court for the Southern District of New York and any
      New
      York State court located in the Borough of Manhattan in the City of New York
      and
      of any appellate court from any thereof for the purposes of any legal suit,
      action or proceeding arising out of or relating to this Agreement (a
“Proceeding”). Each party hereby irrevocably agrees that all claims in respect
      of any Proceeding may be heard and determined in such Federal or New York State
      court and irrevocably waives, to the fullest extent it may effectively do so,
      any objection it may now or hereafter have to the laying of venue of any
      Proceeding in any of the aforementioned courts and the defense of an
      inconvenient forum to the maintenance of any Proceeding.

    


    
      
        
        

      

      
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    30. WAIVER
      OF TRIAL BY JURY

    


    EACH
      PARTY HEREBY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT
      OF
      OR RELATING TO ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS
      AGREEMENT.

    


    31. ACCOUNT
      CONDITIONS 

    


    Each
      Account shall be subject to JPMorgan’s account conditions, as in effect from
      time to time.

    


    32. GUARANTY
      PROVISIONS

    


    (a) Unconditional
      Guaranty.
      Each
      Guarantor hereby jointly and severally, unconditionally and irrevocably
      guarantees to each holder of a Note authenticated and delivered by JPMorgan
      (“Holder”
or
      “Holder
      of Note”),
      that:
      (i) all amounts due with respect to the Notes shall be duly and punctually
      paid
      in full when due, whether at maturity, by acceleration or otherwise, and
      interest on the overdue principal and (to the extent permitted by law) interest,
      if any, on the Notes and all other obligations of the Issuer or the Guarantors
      to the Holders hereunder or thereunder and all other obligations shall be
      promptly paid in full or performed, all in accordance with the terms hereof
      and
      thereof; and (ii) in case of any extension of time of payment or renewal of
      any
      Notes or any of such other obligations, the same shall be promptly paid in
      full
      when due or performed in accordance with the terms of the extension or renewal,
      whether at maturity, by acceleration or otherwise. Failing payment when due
      of
      any amount so guaranteed, or failing performance of any other obligation of
      the
      Issuer to the Holders under this Agreement or under the Notes, for whatever
      reason, each Guarantor shall be obligated to pay, or to perform or cause the
      performance of, the same immediately. An event of default hereunder or the
      Notes
      shall constitute an event of default under each Guaranty, and shall entitle
      the
      Holders of Notes to accelerate the obligations of the Guarantors hereunder
      in
      the same manner and to the same extent as the obligations of the Issuer.


    


    Except
      as
      provided below, each of the Guarantors hereby agrees that its obligations
      hereunder shall be unconditional, irrespective of the validity, regularity
      or
      enforceability of the Notes or this Agreement, the absence of any action to
      enforce the same, any waiver or consent by any Holder of the Notes with respect
      to any provisions hereof or thereof, any release of any other Guarantor, the
      recovery of any judgment against the Issuer, any action to enforce the same,
      whether or not a Guaranty is affixed to any particular Note, or any other
      circumstance which might otherwise constitute a legal or equitable discharge
      or
      defense of a guarantor. Each of the Guarantors hereby waives the benefit of
      diligence, presentment, demand of payment, filing of claims with a court in
      the
      event of insolvency or bankruptcy of the Issuer, any right to require a
      proceeding first against the Issuer, protest, notice and all demands whatsoever
      and covenants that its Guaranty shall not be discharged except by complete
      performance of the obligations contained in the Notes, this Agreement and each
      Guaranty. Each Guaranty is a guaranty of payment and not of collection.


    


    No
      stockholder, officer, director, employee or incorporator, past, present or
      future, of any Guarantor, as such, shall have any personal liability under
      its
      Guaranty by reason of his, her or its status as such stockholder, officer,
      director, employee or incorporator. 

    


    
      
        
        

      

      
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    Each
      Guarantor that makes a payment or distribution under its Guaranty shall be
      entitled to a contribution from each other Guarantor in an amount pro rata,
      based on the net assets of each Guarantor, determined in accordance with GAAP.
      

    


    (b) Limitations
      on Guaranties; Release or Suspension of Particular Guarantors’
Obligations.
      The
      obligations of each Guarantor under its Guaranty will be limited to the maximum
      amount which, after giving effect to all other contingent and fixed liabilities
      of such Guarantor and after giving effect to any collections from or payments
      made by or on behalf of any other Guarantor in respect of the obligations of
      such other Guarantor under its Guaranty or pursuant to its contribution
      obligations under this Agreement, will result in the obligations of such
      Guarantor under its Guaranty not constituting a fraudulent conveyance or
      fraudulent transfer under federal or state law. 

    


    The
      Guarantors shall include (i) each Guarantor that has executed a Guaranty on
      or
      before the dates of this Agreement and (ii) each of the Issuer’s subsidiaries
      that in the future executes a Guaranty in which such subsidiary agrees to be
      bound by the terms hereof as a Guarantor. 

    


    If
      any
      Guarantor is released from its Guaranty, such Guarantor shall be automatically
      released from its obligations as Guarantor, and from and after such date, such
      Guarantor shall cease to constitute a Guarantor. JPMorgan shall have no
      responsibility to determine whether such release is authorized or permitted
      under this Agreement, the Guaranty or any other agreement which a Guarantor
      may
      be a party thereto. 

    


    The
      obligations of a Guarantor will be automatically suspended, and such Guarantor
      shall not constitute a Guarantor and shall not have any obligations with regard
      to the Notes during any period when the principal amount of the Issuer’s
      obligations and any subsidiary’s obligations with regard to the Issuer’s
      obligations, in each case other than the Notes and other indebtedness containing
      provisions similar to this, that the Guarantor is guaranteeing total less than
      $75 million, except, subject to Section 32(d), that the obligations of a
      Guarantor will not be suspended, and the Guarantor will continue to be obligated
      with regard to any Notes that have been issued before the Master Note is amended
      to reflect that newly issued Notes will not be guaranteed by some or any of
      the
      Issuer’s wholly-owned subsidiaries after the date of such amendment or any later
      specified date. 

    


    (c) Execution
      and Delivery of Guaranty.
      By
      executing a Guaranty, each Guarantor is agreeing to be bound by the provisions
      of this Section 32 and all the other provisions of this Agreement that are
      applicable to Guarantors. Such Guaranty has been executed on behalf of each
      Guarantor by either manual or facsimile signature of an officer of each
      Guarantor, each of whom, in each case, shall have been duly authorized to so
      execute by all requisite corporate action. The validity and enforceability
      of
      any Guaranty shall not be affected by the fact that it is not affixed to any
      Note or Notes. 

    


    If
      an
      officer of a Guarantor whose signature is on this Agreement or a Guaranty no
      longer holds that office at the time JPMorgan authenticates the Note on which
      such Guaranty is endorsed or at any time thereafter, such Guarantor’s Guaranty
      of such Note shall be valid nevertheless. 

    


    The
      delivery of any Note by JPMorgan, after the authentication thereof hereunder,
      shall constitute due delivery of any Guaranty set forth in this Agreement on
      behalf of each Guarantor. 

    


    
      
        
        

      

      
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    (d) Release
      of a Guarantor due to Extraordinary Events.
      If no
      default exists or would exist under this Agreement, upon the sale or disposition
      of all of the capital stock of a Guarantor by the Issuer or a subsidiary of
      the
      Issuer, or upon the consolidation or merger of a Guarantor with or into any
      person (in each case, other than to the Issuer or an affiliate of the Issuer
      or
      subsidiary), or if any Guarantor is dissolved or liquidated, such Guarantor
      and
      each subsidiary of such Guarantor that is also a Guarantor shall be deemed
      released from all obligations under this Section 32 without any further action
      required on the part of JPMorgan or any Holder; provided that if the Guarantor
      is a Designated Guarantor (as listed in Exhibit D), the obligations of such
      Guarantor will not be suspended, and such Guarantor will continue to be
      obligated with regard to any Notes that have been issued before the Master
      Note
      is amended to reflect that newly issued Notes will not be guaranteed by some
      or
      any of such Guarantors after such amendment or any later specified
      date.

    


    JPMorgan
      shall execute any documents reasonably requested by the Issuer or a Guarantor
      in
      order to evidence the release of such Guarantor from its obligations under
      its
      Guaranty endorsed on the Notes under this Section 32. JPMorgan shall not be
      held
      liable for complying with any such request. 

    


    Nothing
      contained in this Agreement or in any of the Notes shall prevent any
      consolidation or merger of a Guarantor with or into the Issuer or another
      Guarantor or shall prevent any sale or conveyance of the property of a Guarantor
      as an entirety or substantially as an entirety to the Issuer or another
      Guarantor

    


    (e) Waiver
      of Subrogation.
      Until
      this Agreement is discharged and all of the Notes are discharged and paid in
      full, each Guarantor hereby irrevocably waives and agrees not to exercise any
      claim or other rights which it may now or hereafter acquire against the Issuer
      that arise from the existence, payment, performance or enforcement of the
      Issuer’s obligations under the Notes or this Agreement and such Guarantor’s
      obligations under each Guaranty and this Agreement, in any such instance
      including, without limitation, any right of subrogation, reimbursement,
      exoneration, contribution, indemnification, and any right to participate in
      any
      claim or remedy of the Holders against the Issuer, whether or not such claim,
      remedy or right arises in equity, or under contract, statute or common law,
      including, without limitation, the right to take or receive from the Issuer,
      directly or indirectly, in cash or other property or by set-off or in any other
      manner, payment or security on account of such claim or other rights. If any
      amount shall be paid to any Guarantor in violation of the preceding sentence
      and
      any amounts owing to the Holders of Notes under the Notes shall not have been
      paid in full, such amount shall have been deemed to have been paid to such
      Guarantor for the benefit of, and held in trust for the benefit of, the Holders
      and shall forthwith be paid to JPMorgan for the benefit of such Holders to
      be
      credited and applied to the obligations in favor of the Holders, whether matured
      or unmatured, in accordance with the terms of this Agreement. Each Guarantor
      acknowledges that it will receive direct and indirect benefits from the
      financing arrangements contemplated by this Agreement and that the waiver set
      forth in this Section 32(e) is knowingly made in contemplation of such benefits.
      

    


    (f) No
      Set-Off.
      Each
      payment to be made by a Guarantor hereunder in respect of the obligations under
      its Guaranty shall be payable in the currency or currencies in which such
      obligations are denominated, and shall be made without set-off, counterclaim,
      reduction or diminution of any kind or nature. 

    


    (g) Obligations
      Absolute.
      The
      obligations of each Guarantor hereunder are and shall be absolute and
      unconditional and any monies or amounts expressed to be owing or payable by
      each
      Guarantor hereunder which may not be recoverable from such Guarantor on the
      basis of a Guaranty shall be recoverable from such Guarantor as a primary
      obligor and principal debtor in respect thereof. 

    


    
      
        
        

      

      
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    (h) Obligations
      Not Reduced.
      The
      obligations of each Guarantor hereunder shall not be satisfied, reduced or
      discharged except solely by the payment of such principal, premium, if any,
      interest, fees and other monies or amounts as may at any time prior to discharge
      of this Agreement pursuant hereto or become owing or payable under or by virtue
      of or otherwise in connection with the Notes or this Agreement. 

    


    (i) Obligations
      Reinstated.
      The
      obligations of each Guarantor hereunder shall continue to be effective or shall
      be reinstated, as the case may be, if at any time any payment which would
      otherwise have reduced the obligations of any Guarantor hereunder (whether
      such
      payment shall have been made by or on behalf of the Issuer or by or on behalf
      of
      a Guarantor) is rescinded or reclaimed from JPMorgan or any of the Holders
      upon
      the insolvency, bankruptcy, liquidation or reorganization of the Issuer or
      any
      Guarantor or otherwise, all as though such payment had not been made. If demand
      for, or acceleration of the time for, payment by the Issuer is stayed upon
      the
      insolvency, bankruptcy, liquidation or reorganization of the Issuer, all such
      indebtedness otherwise subject to demand for payment or acceleration shall
      nonetheless be payable by each Guarantor as provided herein. 

    


    (j) Obligations
      Not Affected.
      Except
      as otherwise provided, the obligations of each Guarantor hereunder shall not
      be
      affected, impaired or diminished in any way by any act, omission, matter or
      thing whatsoever, occurring before, upon or after any demand for payment
      hereunder (and whether or not known or consented to by any Guarantor or any
      of
      the Holders) which, but for this provision, might constitute a whole or partial
      defense to a claim against any Guarantor hereunder or might operate to release
      or otherwise exonerate any Guarantor from any of its obligations hereunder
      or
      otherwise affect such obligations, whether occasioned by default of any of
      the
      Holders or otherwise, including, without limitation: 

    


    (i) any
      limitation of status or power, disability, incapacity or other circumstance
      relating to the Issuer or any other person, including any insolvency,
      bankruptcy, liquidation, reorganization, readjustment, composition, dissolution,
      winding up or other proceeding involving or affecting the Issuer or any other
      person; 

    


    (ii) any
      irregularity, defect, unenforceability or invalidity in respect of any
      indebtedness or other obligation of the Issuer or any other person under this
      Agreement, the Notes or any other document or instrument; 

    


    (iii) any
      failure of the Issuer, whether or not without fault on its part, to perform
      or
      comply with any of the provisions of this Agreement or the Notes, or to give
      notice thereof to a Guarantor; 

    


    (iv) the
      taking or enforcing or exercising or the refusal or neglect to take or enforce
      or exercise any right or remedy from or against the Issuer or any other Person
      or their respective assets or the release or discharge of any such right or
      remedy; 

    


    (v) the
      granting of time, renewals, extensions, compromises, concessions, waivers,
      releases, discharges and other indulgences to the Issuer or any other Person;
      

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    (vi) any
      change in the time, manner or place of payment of, or in any other term of,
      any
      of the Notes, or any other amendment, variation, supplement, replacement or
      waiver of, or any consent to departure from, any of the Notes or this Agreement,
      including, without limitation, any increase or decrease in any amount due with
      respect to any of the Notes; 

    


    (vii) any
      change in the ownership, control, name, objects, businesses, assets, capital
      structure or constitution of the Issuer or a Guarantor; 

    


    (viii) any
      merger or amalgamation of the Issuer or a Guarantor with any Person or Persons;
      

    


    (ix) the
      occurrence of any change in the laws, rules, regulations or ordinances of any
      jurisdiction by any present or future action of any governmental authority
      or
      court amending, varying, reducing or otherwise affecting, or purporting to
      amend, vary, reduce or otherwise affect, any of the Obligations or the
      obligations of a Guarantor under its Guaranty; and 

    


    (x) any
      other
      circumstance (other than by complete, irrevocable payment) that might otherwise
      constitute a legal or equitable discharge or defense of the Issuer under this
      Agreement or the Notes or of a Guarantor in respect of its Guaranty hereunder.
      

    


    (k) Waiver.
      Without
      in any way limiting the provisions of Section 32(a) hereof, each Guarantor
      hereby waives notice of acceptance hereof, notice of any liability of any
      Guarantor hereunder, notice or proof of reliance by the Holders upon the
      obligations of any Guarantor hereunder, and diligence, presentment, demand
      for
      payment on the Issuer, protest, notice of dishonor or non-payment of any of
      the
      Obligations, or other notice or formalities to the Issuer or any Guarantor
      of
      any kind whatsoever. 

    


    (l) Dealing
      with the Issuer and Others.
      Any
      Holder, without releasing, discharging, limiting or otherwise affecting in
      whole
      or in part the obligations and liabilities of any Guarantor hereunder and
      without the consent of or notice to any Guarantor, may with regard to the Notes
      it holds (but not other Notes): 

    


    (i) grant
      time, renewals, extension, compromises, concessions, waivers, releases,
      discharges and other indulgences to the Issuer or any other Person;


    


    (ii) take
      or
      abstain from taking security or collateral from the Issuer or from perfecting
      security or collateral of the Issuer; 

    


    (iii) release,
      discharge, compromise, realize, enforce or otherwise deal with or do any act
      or
      thing in respect of (with or without consideration) any and all collateral,
      mortgages or other security given by the Issuer or any third party with respect
      to the obligations or matters contemplated by this Agreement or the Notes;
      

    


    (iv) accept
      compromises or arrangements from the Issuer; 

    


    (v) apply
      all
      monies at any time received from the Issuer upon such part of the Notes as
      the
      Holder may see fit or change any such application in whole or in part from
      time
      to time as the Holder may see fit; and 

    


    (vi) otherwise
      deal with, or waive or modify its right to deal with, the Issuer and all other
      Persons as the Holder may see fit. 

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    (m) Default
      and Enforcement.
      If any
      Guarantor fails to pay in accordance with Section 32(a) hereof, each Holder
      may
      proceed in its name in the enforcement of the Guaranty of any such Guarantor
      with respect to the Notes held by such Holder and such Guarantor’s obligations
      thereunder and hereunder by any remedy provided by law, whether by legal
      proceedings or otherwise, and to recover from such Guarantor any and all sums
      due with regard to these Notes. 

    


    (n) Amendment,
      Etc.
      No
      amendment, modification or waiver of any provision of this Agreement relating
      to
      any Guarantor or consent to any departure by any Guarantor or any other Person
      from any such provision will in any event be effective or affect the obligation
      of any other Guarantor with regard to any Notes unless it is signed by such
      Guarantor and the Holders of these Notes. 

    


    (o) Acknowledgment.
      Each
      Guarantor hereby acknowledges communication of the terms of this Agreement
      and
      the Notes and consents to and approves of the same. 

    


    (p) No
      Merger or Waiver; Cumulative Remedies.
      No
      Guaranty shall operate by way of merger of any of the obligations of a Guarantor
      under any other agreement, including, without limitation, this Agreement. No
      failure to exercise and no delay in exercising, on the part of any Holders,
      any
      right, remedy, power or privilege hereunder or under the Notes, shall operate
      as
      a waiver thereof; nor shall any single or partial exercise of any right, remedy,
      power or privilege under this Agreement or the Notes preclude any other or
      further exercise thereof or the exercise of any other right, remedy, power
      or
      privilege. The rights, remedies, powers and privileges in the Guaranty and
      under
      this Agreement, the Notes and any other document or instrument between a
      Guarantor and/or the Issuer and a Holder or JPMorgan are cumulative and not
      exclusive of any rights, remedies, powers and privileges provided by law.


    


    (q) Survival
      of Obligations.
      Without
      prejudice to the survival of any of the other obligations of each Guarantor
      hereunder, the obligations of each Guarantor under Section 32(a) shall survive
      the payment in full of the Notes and shall be enforceable against such Guarantor
      without regard to and without giving effect to any defense, right of offset
      or
      counterclaim available to or which may be asserted by the Issuer or any
      Guarantor. 

    


    (r) Guaranty
      in Addition to Other Obligations.
      The
      obligations of each Guarantor under its Guaranty and this Agreement are in
      addition to and not in substitution for any other obligations to JPMorgan or
      to
      any of the Holders in relation to this Agreement or the Notes and any guaranties
      or security at any time held by or for the benefit of any of them. 

    


    (s) Severability.
      Any
      provision of this Section 32 which is prohibited or unenforceable in any
      jurisdiction or with regard to any Guarantor shall not invalidate the remaining
      provisions and any such prohibition or unenforceability in any jurisdiction
      or
      with regard to any Guarantor shall not invalidate or render unenforceable such
      provision in any other jurisdiction or with regard to any other Guarantor unless
      its removal would substantially defeat the basic intent, spirit and purpose
      of
      this Agreement and this Section 32. 

    


    (t) Successors
      and Assigns.
      Each
      Guaranty shall be binding upon and inure to the benefit of each Guarantor and
      each Holder and their respective successors and permitted assigns, except that
      no Guarantor may assign any of its obligations hereunder or thereunder.


    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      on
      their behalf by duly authorized officers as of the day and year first-above
      written.

    


    
      	
              JPMORGAN
                CHASE BANK, N.A.

            	 	
              LENNAR
                CORPORATION

            
	 	 	 
	
              By:

            	/s/
              Maria Romero	 	
              By:

            	/s/
              Bruce E. Gross
	
              Name:

            	Maria
              Romero	 	
              Name:

            	Bruce
              E. Gross
	
              Title:

            	Client
              Service Manager	 	
              Title:

            	Vice
              President and Chief Financial Officer
	
              Date:

            	March
              29, 2006	 	
              Date:

            	March
              29, 2006
	 	 	 	 	 


    

    


    


    
      
        
        

      

      
        15