Fifth Amended and Restated Guarantee Agreement



 Exhibit 10.22 

FIFTH AMENDED AND RESTATED GUARANTEE AGREEMENT 

FIFTH AMENDED AND RESTATED GUARANTEE AGREEMENT (this “Guaranty”), dated as of May 18, 2017, made by each of the parties
listed on the signature pages hereof (collectively, the “Guarantors”, and each, a “Guarantor”), in favor of the Guarantied Parties referred to below. 

W I T N E S S E T H: 
 WHEREAS,
Lennar Corporation, a Delaware corporation (the “Borrower”), has entered into that certain Fourth Amended and Restated Credit Agreement, dated as of June 24, 2016, among the Borrower, the Lenders, including the Swingline Lender
and the Issuing Lender, party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (hereinafter, the “Administrative Agent”) for the Lenders (as amended, supplemented or otherwise modified from time to time, being the
“Fourth Amended and Restated Credit Agreement”), which Fourth Amended and Restated Credit Agreement is being amended and restated in its entirety pursuant to that certain Fifth Amended and Restated Credit Agreement dated as of the
date hereof by and among the Borrower, the Lenders party thereto and the Administrative Agent (the Fifth Amended and Restated Credit Agreement, as amended, supplemented or otherwise modified from time to time, being referred to herein as the
“Credit Agreement”, and capitalized terms not defined herein but defined therein being used herein as therein defined); 

WHEREAS, in connection with the Fourth Amended and Restated Credit Agreement, certain Guarantors made that certain Fourth Amended and Restated
Guarantee Agreement, dated as of June 24, 2016 in favor of the Guarantied Parties referred to therein (the “Fourth Amended and Restated Guaranty”); 

WHEREAS, the Borrower and each of the Guarantors are members of the same consolidated group of companies and are engaged in operations which
require financing on a basis in which credit can be made available from time to time to the Borrower, and the Guarantors will derive direct and indirect economic benefit from the Loans, Swingline Loans and Letters of Credit under the Credit
Agreement; 
 WHEREAS, it is a condition precedent to the obligation of the Lenders to make Loans, Swingline Loans and issue Letters of
Credit under the Credit Agreement that the Guarantors shall have executed and delivered this Guaranty; 
 WHEREAS, the parties hereto desire
to amend and restate the Fourth Amended and Restated Guaranty in its entirety in accordance with the terms and provisions contained herein; and 

WHEREAS, the Lenders, the Issuing Lender, the Administrative Agent and the beneficiaries of each indemnification obligation undertaken by any
Loan Party under any Loan Document are herein referred to as the “Guarantied Parties”; 







 NOW, THEREFORE, in consideration of the premises and to induce the Lenders and the Issuing Lender
to make Loans, Swingline Loans and issue Letters of Credit, the Guarantors hereby agree as follows: 
 SECTION
1.    Guaranty. The Guarantors hereby jointly and severally unconditionally and irrevocably guarantee the full and prompt payment when due, whether at stated maturity, by acceleration or otherwise, of (a) the
Obligations, whether now or hereafter existing and whether for principal, interest, fees, expenses or otherwise, (b) any and all reasonable out-of-pocket expenses
(including, without limitation, reasonable expenses and reasonable counsel fees and expenses of the Administrative Agent and the Lenders) incurred by any of the Guarantied Parties in enforcing any rights under this Guaranty and (c) all present
and future amounts that would become due but for the operation of any provision of bankruptcy or insolvency laws, and all present and future accrued and unpaid interest, including, without limitation, all post-petition interest if the Borrower or
any Guarantor voluntarily or involuntarily becomes subject to any state or federal bankruptcy or insolvency law (a “Debtor Relief Law”) (the items set forth in clauses (a), (b) and (c) immediately above being herein referred to
as the “Guarantied Obligations”). Upon failure of the Borrower to pay any of the Guarantied Obligations when due after the expiration of any applicable notice and/or cure period in each case provided for in the Loan Documents
(whether at stated maturity, by acceleration or otherwise), the Guarantors hereby further jointly and severally agree to promptly pay the same after the Guarantors’ receipt of notice from the Administrative Agent of the Borrower’s failure
to pay the same, without any other demand or notice whatsoever, including without limitation, any notice having been given to any Guarantor of either the acceptance by the Guarantied Parties of this Guaranty or the creation or incurrence of any of
the Obligations. This Guaranty is an absolute guaranty of payment of the Guarantied Obligations and not a guaranty of collection, meaning that it is not necessary for the Guarantied Parties, in order to enforce payment by the Guarantors, first or
contemporaneously to accelerate payment of any of the Guarantied Obligations, to institute suit or exhaust any rights against any Loan Party, or to enforce any rights against any collateral. Notwithstanding anything herein, in any other Loan
Document to the contrary, in any action or proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if, as a result of applicable law
relating to fraudulent conveyance or fraudulent transfer, including Section 548 of Title 11 of the United States Code (the “Bankruptcy Code”) or any applicable provisions of comparable state law (collectively,
“Fraudulent Transfer Laws”), the obligations of any Guarantor under this Section 1 would otherwise, after giving effect to (a) all other liabilities of such Guarantor, contingent or otherwise, that are relevant under such
Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany Indebtedness to the Borrower to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by
such Guarantor hereunder) and (b) the value of the assets of such Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Laws) of any rights of subrogation, contribution, reimbursement, indemnity or similar rights
held by such Guarantor pursuant to (i) applicable requirements of Law, (ii) Section 9 hereof or (iii) any other contractual obligations providing for an equitable allocation among such Guarantor and other Subsidiaries or
Affiliates of the Borrower of obligations arising under this Guaranty or other guaranties of the Obligations by such parties, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on
account of the amount of its liability under this Section 1, then the amount of such liability shall, without any further action by such Guarantor, any Lender, the Administrative Agent or any other Person, be automatically limited and reduced
to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. 

  
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 SECTION 2.    Guaranty Absolute. Each Guarantor guaranties that
the Guarantied Obligations will be paid strictly in accordance with the terms of the Loan Documents, without set-off or counterclaim, and regardless of any applicable law now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of the Guarantied Parties with respect thereto. The liability of each Guarantor under this Guaranty shall be absolute and unconditional irrespective of: 

(a)    any lack of validity or enforceability of any provision of any other Loan Document or any other agreement or
instrument relating to any Loan Document or avoidance or subordination of any of the Guarantied Obligations; 

(b)    any change in the time, manner or place of payment of, or in any other term of, or any increase in the amount of,
all or any of the Guarantied Obligations, or any other amendment or waiver of any term of, or any consent to departure from any requirement of, the Loan Documents; 

(c)    any exchange, release or non-perfection of any Lien on any collateral for,
or any release of any other Loan Party or amendment or waiver of any term of any other guaranty of, or any consent to departure from any requirement of any other guaranty of, all or any of the Guarantied Obligations; 

(d)    the absence of any attempt to collect any of the Guarantied Obligations from the Borrower or from any other Loan
Party or any other action to enforce the same or the election of any remedy by any of the Guarantied Parties; 

(e)    any waiver, consent, extension, forbearance or granting of any indulgence by any of the Guarantied Parties with
respect to any provision of any other Loan Document; 
 (f)    the election by any of the Guarantied Parties in any
proceeding under any Debtor Relief Law; 
 (g)    any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under any Debtor Relief Law; or 

(h)    any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Borrower
or any Guarantor other than payment or performance of the Obligations. 

  
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 SECTION 3.    Waiver. 

(a)    Each Guarantor hereby (i) waives (A) promptness, diligence, notice of acceptance and any and all other notices,
including, without limitation, notice of intent to accelerate and notice of acceleration, with respect to any of the Obligations or this Guaranty, (B) any requirement that any of the Guarantied Parties protect, secure, perfect or insure any
security interest in or other Lien on any property subject thereto or exhaust any right or take any action against the Borrower or any other Person or any collateral, (C) the filing of any claim with a court in the event of receivership or
bankruptcy of the Borrower or any other Person, (D) except as otherwise provided herein, protest or notice with respect to nonpayment of all or any of the Guarantied Obligations, (E) the benefit of any statute of limitations (other than
any statute of limitations that a court of competent jurisdiction determines that Borrower is entitled to rely on with respect to its obligations under the Loan Documents), (F) all demands whatsoever (and any requirement that demand be made on the
Borrower or any other Person as a condition precedent to such Guarantor’s obligations hereunder), (G) all rights by which any Guarantor might be entitled to require suit on an accrued right of action in respect of any of the Guarantied
Obligations or require suit against the Borrower or any other Guarantor or Person, (H) any defense based upon an election of remedies by any Guarantied Party, or (I) notice of any events or circumstances set forth in clauses
(a) through (h) of Section 2 hereof; and (ii) covenants and agrees that, except as otherwise agreed by the parties, this Guaranty will not be discharged except (A) by complete payment of the Guarantied Obligations and any other
obligations of such Guarantor contained herein or (B) as to any Guarantor, upon the release of such Guarantor as permitted under Section 6.7 of the Credit Agreement. 

(b)    If, in the exercise of any of its rights and remedies, any of the Guarantied Parties shall forfeit any of its
rights or remedies, including, without limitation, its right to enter a deficiency judgment against the Borrower or any other Person, whether because of any applicable law pertaining to “election of remedies” or the like, each Guarantor
hereby consents to such action by such Guarantied Party and waives any claim based upon such action. Any election of remedies which results in the denial or impairment of the right of such Guarantied Party to seek a deficiency judgment against the
Borrower shall not impair the obligation of such Guarantor to pay the full amount of the Guarantied Obligations or any other obligation of such Guarantor contained herein. 

(c)    In the event any of the Guarantied Parties shall bid at any foreclosure or trustee’s sale or at any private
sale permitted by law, under any of the Loan Documents, to the extent not prohibited by applicable law, such Guarantied Party may bid all or less than the amount of the Guarantied Obligations and the amount of such bid, if successful, need not be
paid by such Guarantied Party but shall be credited against the Guarantied Obligations. 
 (d)    Each Guarantor agrees
that notwithstanding the foregoing and without limiting the generality of the foregoing if, after the occurrence and during the continuance of an Event of Default, the Guarantied Parties are prevented by applicable law from exercising their
respective rights to accelerate the maturity of the Guarantied Obligations, to collect interest on the Guarantied Obligations, or to enforce or exercise any other right or remedy with respect to the Guarantied Obligations, or the Administrative
Agent is prevented from taking any action to realize on any collateral, such Guarantor agrees to pay to the Administrative Agent for the account of the Guarantied Parties, upon demand therefor, the amount that would otherwise have been due and
payable had such rights and remedies been permitted to be exercised by the Guarantied Parties. 

  
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 (e)    Each Guarantor hereby assumes responsibility for keeping itself
informed of the financial condition of the Borrower and of each other Loan Party, and of all other circumstances bearing upon the risk of nonpayment of the Guarantied Obligations or any part thereof, that diligent inquiry would reveal. Each
Guarantor hereby agrees that the Guarantied Parties shall have no duty to advise any Guarantor of information known to any of the Guarantied Parties regarding such condition or any such circumstance. In the event that any of the Guarantied Parties
in its sole discretion undertakes at any time or from time to time to provide any such information to any Guarantor, such Guarantied Party shall be under no obligation (i) to undertake any investigation not a part of its regular business
routine, (ii) to disclose any information which, pursuant to accepted or reasonable banking or commercial finance practices, such Guarantied Party wishes to maintain as confidential, or (iii) to make any other or future disclosures of such
information or any other information to such Guarantor. 
 (f)    Each Guarantor consents and agrees that the Guarantied
Parties shall be under no obligation to marshal any assets in favor of any Guarantor or otherwise in connection with obtaining payment of any or all of the Guarantied Obligations from any Person or source. 

SECTION 4.    Amendments, Etc. No amendment or waiver of any provision of this Guaranty nor consent to any
departure by any Guarantor herefrom shall in any event be effective unless the same shall be in writing, approved by the Required Lenders (or by all the Lenders where the approval of each Lender is required under the Credit Agreement) and signed by
the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 

SECTION 5.    Addresses for Notices. All notices and other communications provided for hereunder shall be
effectuated in the manner provided for in Section 10.2 of the Credit Agreement, provided that if a notice or communication hereunder is sent to a Guarantor, said notice shall be addressed to such Guarantor, in care of the Borrower. 

SECTION 6.    No Waiver; Remedies. 

(a)    No failure on the part of any Guarantied Party to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any
remedies provided by applicable law, any of the other Loan Documents. 
 (b)    No waiver by the Guarantied Parties of
any Default shall operate as a waiver of any other Default or the same Default on a future occasion, and no action by any of the Guarantied Parties permitted hereunder shall in way affect or impair any of the rights of the Guarantied Parties or the
obligations of any Guarantor under this Guaranty, under any of the other Loan Documents, except as specifically set forth in any such waiver. To the extent permitted by applicable law, any determination by a court of competent jurisdiction of the
amount of any principal and/or interest or other amount constituting any of the Guarantied Obligations shall be conclusive and binding on each Guarantor irrespective of whether such Guarantor was a party to the suit or action in which such
determination was made provided that the Borrower was so a party. 

  
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 SECTION 7.    Right of
Set-off. Upon the occurrence and during the continuance of any Event of Default under the Credit Agreement, each of the Guarantied Parties is hereby authorized at any time and from time to time, to the
fullest extent permitted by applicable law, to set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by
such Guarantied Party to or for the credit or the account of each Guarantor against any and all of the Guarantied Obligations of such Guarantor now or hereafter existing under this Guaranty, irrespective of whether or not such Guarantied Party shall
have made any demand under this Guaranty and although such obligations may be contingent and unmatured; provided, however, such Guarantied Party shall promptly notify such Guarantor and the Borrower after such
set-off and the application made by such Guarantied Party. The rights of each Guarantied Party under this Section 7 are in addition to other rights and remedies (including, without limitation, other
rights of set-off) which such Guarantied Party may have. 
 SECTION
8.    Continuing Guaranty; Transfer of Notes. This Guaranty is a continuing guaranty and shall (i) remain in full force and effect until payment in full of all of the Obligations, return or cancellation of all
outstanding Letters of Credit and termination of the Commitments (the “Release Date”) (ii) be binding upon each Guarantor, its permitted successors and assigns, and (iii) inure to the benefit of and be enforceable by the
Guarantied Parties and their respective successors, permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (iii), each of the Guarantied Parties may assign or otherwise transfer any Note held by it or
the Guarantied Obligations owed to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guarantied Party herein or otherwise with respect to such of the Notes and the
Guarantied Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 10.6 of the Credit Agreement in respect of assignments. No Guarantor may assign any of its obligations under this Guaranty without
first obtaining the written consent of the Lenders as set forth in the Credit Agreement. Notwithstanding the foregoing, the continuation provisions set forth above shall not apply to any Guarantor that is released from the Guaranty in accordance
with the terms and conditions set forth in Section 6.7 of the Credit Agreement. 
 SECTION
9.    Reimbursement. To the extent that any Guarantor shall be required hereunder to pay a portion of the Guarantied Obligations exceeding the greater of (a) the amount of the economic benefit actually received by
such Guarantor from the Loans and the Letters of Credit and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of the Guarantied Obligations (excluding the amount thereof repaid by the
Borrower) in the same proportion as such Guarantor’s net worth at the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors at the date enforcement is sought hereunder, then such Guarantor shall be
reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worths of such other Guarantors at the date enforcement hereunder is sought. Notwithstanding anything to the contrary, each Guarantor agrees
that the Guarantied Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing its guaranty herein or effecting the rights and remedies of the Guarantied Parties hereunder. This
Section 9 is intended only to define the relative rights of the Guarantors, and nothing set forth in this Section 9 is intended to or shall impair the obligations of the Guarantors, jointly and severally, to pay to the Guarantied Parties
the Guarantied Obligations as and when the same shall become due and payable in accordance with the terms hereof. 

  
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 SECTION 10.    Reinstatement. This Guaranty shall remain in
full force and effect and continue to be effective should any petition be filed by or against any Loan Party for liquidation or reorganization, should any Loan Party become insolvent or make an assignment for the benefit of creditors or should a
receiver or trustee be appointed for all or any significant part of any Loan Party’s assets, and shall, to the fullest extent permitted by applicable law, continue to be effective or be reinstated, as the case may be, if at any time payment and
performance of the Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligees of the Obligations or such part thereof, whether as a “voidable
preference,” “fraudulent transfer,” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Guarantied Obligations
shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. 

SECTION 11.    GOVERNING LAW. 

(a)    THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

(b)    ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO ANY LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW
YORK SITTING IN NEW YORK COUNTY, NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND BY EXECUTION AND DELIVERY OF THIS GUARANTY, EACH GUARANTOR CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH GUARANTOR IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT, OR OTHER DOCUMENT RELATED THERETO. EACH GUARANTOR WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE
BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE. 
 SECTION 12.    WAIVER OF JURY TRIAL. EACH PARTY
TO THIS GUARANTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF
THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES
HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 

  
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 SECTION 13.    Section Titles. The Section titles contained in
this Guaranty are and shall be without substantive meaning or content of any kind whatsoever and are not a part of this Guaranty. 

SECTION 14.    Execution in Counterparts. This Guaranty may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same Guaranty. 

SECTION 15.    Miscellaneous. 

(a)    All references herein to the Borrower or to any Guarantor shall include their respective successors and assigns,
including, without limitation, a receiver, trustee or debtor-in-possession of or for the Borrower or such Guarantor. All references to the singular shall be deemed to
include the plural where the context so requires. 
 (b)    All payments made by any Guarantor hereunder shall be made
to the Administrative Agent, for the account of the respective Guarantied Party to which such payment is owed, at the Administrative Agent’s office set forth in the Credit Agreement in Dollars and in immediately available funds. 

SECTION 16.    Subrogation and Subordination. 

(a)    Subrogation. Notwithstanding any reference to subrogation contained herein to the contrary, until the Release
Date, each Guarantor hereby irrevocably agrees not to assert any claim or other rights which it may have or hereafter acquire against the Borrower that arise from the existence, payment, performance or enforcement of such Guarantor’s
obligations under this Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, any right to participate in any claim or remedy of any Lender against the Borrower or any collateral
which any Lender now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statutes or common law, including without limitation, the right to take or receive from the Borrower, 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 the Guarantied Obligations shall not have been paid in full, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Lenders, and shall forthwith be paid to
the Administrative Agent to be credited and applied upon the Guarantied Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement. Each Guarantor acknowledges that it will receive direct and indirect benefits
from the financing arrangements contemplated by the Credit Agreement and that the agreement set forth in this Section 16 is knowingly made in contemplation of such benefits. 

  
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 (b)    Subordination. All debt and other liabilities of the Borrower
to any Guarantor (“Borrower Debt”) are expressly subordinate and junior to the Guarantied Obligations and any instruments evidencing the Borrower Debt to the extent provided below. 

(i)    Until the Release Date, each Guarantor agrees that it will not request, demand, accept, or receive (by set-off or other manner) any payment amount, credit or reduction of all or any part of the amounts owing under the Borrower Debt or any security therefor, except as specifically allowed pursuant to clause
(ii) below; 
 (ii)    Notwithstanding the provisions of clause (i) above, the Borrower may pay to the
Guarantors and the Guarantors may request, demand, accept and receive and retain from the Borrower payments, credits or reductions of all or any part of the amounts owing under the Borrower Debt or any security therefor on the Borrower Debt,
provided that the Borrower’s right to pay and the Guarantors’ right to receive any such amount shall automatically and be immediately suspended and cease (A) upon the occurrence and during the continuance of an Event of Default or
(B) if, after taking into account the effect of such payment, an Event of Default would occur and be continuing. The Guarantors’ right to receive amounts under this clause (ii) (including any amounts which theretofore may have been
suspended) shall automatically be reinstated at such time as the Event of Default which was the basis of such suspension has been cured or waived (provided that no subsequent Event of Default has occurred) or such earlier date, if any, as the
Administrative Agent gives notice to the Guarantors of reinstatement by the Required Lenders, in the Required Lenders’ sole discretion; 

(iii)    If any Guarantor receives any payment on the Borrower Debt in violation of this Guaranty, such Guarantor will
hold such payment in trust for the Lenders and will promptly deliver such payment to the Administrative Agent; and 

(iv)    In the event of the commencement or joinder of any suit, action or proceeding of any type (judicial or otherwise)
or proceeding under any Debtor Relief Law against the Borrower (an “Insolvency Proceeding”) and subject to court orders issued pursuant to the Bankruptcy Code, the Guarantied Obligations shall first be paid and discharged in full
before any payment is made upon the Borrower Debt notwithstanding any other provisions which may be made in such Insolvency Proceeding. In the event of any Insolvency Proceeding, each Guarantor will at any time prior to Release Date (A) file,
at the request of any Guarantied Party, any claim, proof of claim or similar instrument necessary to enforce the Borrower’s obligation to pay the Borrower Debt, and (B) hold in trust for and pay to the Guarantied Parties any and all
monies, obligations, property, stock dividends or other assets received in any such proceeding on account of the Borrower Debt in order that the Guarantied Parties may apply such monies or the cash proceeds of such other assets to the Obligations.

 SECTION 17.    Severability. Any provision of this Guaranty which is for any reason prohibited or found
or held invalid or unenforceable by any court or governmental agency shall be ineffective to the extent of such prohibition or invalidity or unenforceability, without invalidating the remaining provisions hereof in such jurisdiction or affecting the
validity or enforceability of such provision in any other jurisdiction. 

  
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 SECTION 18.    ENTIRE AGREEMENT. TOGETHER WITH THE CREDIT
AGREEMENT, THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES REGARDING THE SUBJECT MATTER HEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS. OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 
 SECTION 19.    Conflicts. If in the event of a conflict between
the terms and conditions of this Guaranty and the terms and conditions of the Credit Agreement, the terms and conditions of the Credit Agreement shall control. 

SECTION 20.    Amendment and Restatement. This Guaranty amends, restates, cancels and supersedes as of the
date hereof in its entirety the Fourth Amended and Restated Guaranty. 
 REMAINDER OF PAGE LEFT INTENTIONALLY BLANK 

  
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 IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be duly executed and delivered by
its duly authorized officer on the date first above written. 
  

	
	GUARANTORS:
	
	Aquaterra Utilities, Inc.
	Asbury Woods L.L.C.
	Astoria Options, LLC
	Aylon, LLC
	Bay Colony Expansion 369, Ltd.
	Bay River Colony Development, Ltd.
	BB Investment Holdings, LLC
	BCI Properties, LLC
	BPH I, LLC
	Bramalea California, Inc.
	Builders LP, Inc.
	Cambria L.L.C.
	Cary Woods, LLC
	Cherrytree II LLC
	CL Ventures, LLC
	Colonial Heritage LLC
	Concord Station, LLP
	Coventry L.L.C.
	Creekside Crossing, L.L.C.
	Darcy-Joliet, LLC
	DBJ Holdings, LLC
	Evergreen Village LLC
	F&R QVI Home Investments USA, LLC
	Fidelity Guaranty and Acceptance Corp.
	Fox-Maple Associates, LLC
	Friendswood Development Company, LLC
	Garco Investments, LLC
	Greystone Construction, Inc.
	Greystone Homes of Nevada, Inc.
	Greystone Nevada, LLC
	Greywall Club L.L.C.
	Haverton L.L.C.
	Heathcote Commons LLC
	Home Buyer’s Advantage Realty, Inc.
	Homecraft Corporation
	HTC Golf Club, LLC
	Independence L.L.C.
	Lakelands at Easton, L.L.C.
	Legends Club, LLC
	Legends Golf Club, LLC
	LenFive, LLC
	LenFive Sub, LLC



  
 [Signature page to Fifth
Amended and Restated Guarantee Agreement] 









	
	LenFive Sub II, LLC
	LenFive Sub III, LLC
	Len Paradise, LLC
	Lencraft, LLC
	LENH I, LLC
	Lennar Aircraft I, LLC
	Lennar Arizona Construction, Inc.
	Lennar Arizona, Inc.
	Lennar Associates Management Holding Company
	Lennar Associates Management, LLC
	Lennar Buffington Colorado Crossing, L.P.
	Lennar Buffington Zachary Scott, L.P.
	Lennar Carolinas, LLC
	Lennar Central Park, LLC
	Lennar Central Region Sweep, Inc.
	Lennar Chicago, Inc.
	Lennar Colorado, LLC
	Lennar Communities Development, Inc.
	Lennar Communities Nevada, LLC
	Lennar Communities of Chicago L.L.C.
	Lennar Communities, Inc.
	Lennar Construction, Inc.
	Lennar Developers, Inc.
	Lennar Family of Builders GP, Inc.
	Lennar Family of Builders Limited Partnership
	Lennar Fresno, Inc.
	Lennar Georgia, Inc.
	Lennar Hingham Holdings, LLC
	Lennar Hingham JV, LLC
	Lennar Homes Holding, LLC
	Lennar Homes of Arizona, Inc.
	Lennar Homes of California, Inc.
	Lennar Homes of Tennessee, LLC
	Lennar Homes of Texas Land and Construction, Ltd.
	Lennar Homes of Texas Sales and Marketing, Ltd.
	Lennar Homes, LLC
	Lennar Imperial Holdings Limited Partnership
	Lennar Layton, LLC
	Lennar Mare Island, LLC
	Lennar Marina A Funding, LLC
	Lennar Massachusetts Properties, Inc.
	Lennar New Jersey Properties, Inc.
	Lennar New York, LLC
	Lennar Northeast Properties LLC
	Lennar Northeast Properties, Inc.
	Lennar Northwest, Inc.
	Lennar Pacific Properties Management, Inc.
	Lennar Pacific Properties, Inc.
	Lennar Pacific, Inc.
	Lennar PI Acquisition, LLC



  
 [Signature page to Fifth
Amended and Restated Guarantee Agreement] 









	
	Lennar PI Property Acquisition, LLC
	Lennar PIS Management Company, LLC
	Lennar Port Imperial South, LLC
	Lennar Realty, Inc.
	Lennar Reno, LLC
	Lennar Riverside West Urban Renewal Company, L.L.C.
	Lennar Riverside West, LLC
	Lennar Sacramento, Inc.
	Lennar Sales Corp.
	Lennar Southland I, Inc.
	Lennar Southwest Holding Corp.
	Lennar Texas Holding Company
	Lennar Trading Company, LP
	Lennar West Valley, LLC
	Lennar.com Inc.
	LH Eastwind, LLC
	LHI Renaissance, LLC
	LNC at Meadowbrook, LLC
	LNC at Ravenna, LLC
	LNC Communities I, Inc.
	LNC Communities II, LLC
	LNC Communities III, Inc.
	LNC Communities IV, LLC
	LNC Communities V, LLC
	LNC Communities VI, LLC
	LNC Communities VII, LLC
	LNC Communities VIII, LLC
	LNC Pennsylvania Realty, Inc.
	Long Beach Development, LLC
	Lori Gardens Associates II, LLC
	Lori Gardens Associates III, LLC
	Lorton Station, LLC
	Madrona Village L.L.C.
	Madrona Village Mews L.L.C.
	Mid-County Utilities, Inc.
	Mission Viejo 12S Venture, LP
	Mission Viejo Holdings, Inc.
	North American Asset Development Corporation
	North American Title Company, Inc. (CA)
	Northbridge L.L.C.
	Northeastern Properties LP, Inc.
	Palm Gardens At Doral Clubhouse, LLC
	Palm Gardens at Doral, LLC
	Palm Vista Preserve, LLC
	PG Properties Holding, LLC
	Pioneer Meadows Development, LLC
	Pioneer Meadows Investments, LLC
	POMAC, LLC
	Prestonfield L.L.C.
	PT Metro, LLC



  
 [Signature page to Fifth
Amended and Restated Guarantee Agreement] 









	
	Raintree Village II L.L.C.
	Raintree Village, L.L.C.
	Rivenhome Corporation
	Rutenberg Homes of Texas, Inc.
	Rutenberg Homes, Inc.
	Rye Hill Company, LLC
	S. Florida Construction II, LLC
	S. Florida Construction III, LLC
	S. Florida Construction, LLC
	San Lucia, LLC
	Savell Gulley Development, LLC
	Scarsdale, LTD.
	Seminole/70th, LLC
	Siena at Old Orchard, LLC
	Spanish Springs Development, LLC
	Stoney Corporation
	Strategic Holdings, Inc.
	Strategic Technologies, LLC
	Summerfield Venture L.L.C.
	Summerwood, LLC
	Temecula Valley, LLC
	Treasure Island Holdings, LLC
	The LNC Northeast Group, Inc.
	The Preserve at Coconut Creek, LLC
	U.S. Home Corporation
	U.S. Home of Arizona Construction Co.
	U.S. Home Realty, Inc.
	U.S.H. Los Prados, Inc.
	U.S.H. Realty, Inc.
	USH - Flag, LLC
	USH Equity Corporation
	USH Woodbridge, Inc.
	UST Lennar Collateral Sub, LLC
	UST Lennar GP PIS 10, LLC
	UST Lennar GP PIS 7, LLC
	UST Lennar HW Scala SF Joint Venture
	WCI Communities, LLC
	WCP, LLC
	West Chocolate Bayou Development, LLC
	West Van Buren L.L.C.
	Westchase, Inc.
	
	as Guarantors


  

					
	By:	 	 /s/        Jonathan Jaffe

		 	Name:	 	Jonathan Jaffe
		 	Title:	 	Authorized Officer



  
 [Signature page to Fifth
Amended and Restated Guarantee Agreement]