EX-10.22



 Exhibit 10.22 

THIRD AMENDED AND RESTATED GUARANTEE AGREEMENT 

THIRD AMENDED AND RESTATED GUARANTEE AGREEMENT (this “Guaranty”), dated as of April 17, 2015, 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 Second Amended and
Restated Credit Agreement, dated as of June 25, 2014, 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 “Second Amended and Restated Credit Agreement”), which Second Amended and Restated Credit
Agreement is being amended and restated in its entirety pursuant to that certain Third 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 Third
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 Second Amended and Restated Credit Agreement, certain
Guarantors made that certain Second Amended and Restated Guarantee Agreement, dated as of June 25, 2014 in favor of the Guarantied Parties referred to therein (the “Second 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 Second 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.  

  
 2 








 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. 
 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 

  
 3 








 
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. 
 (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 

  
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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. 
 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  

  
 5 








 
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. 

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 

  
 6 








 
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. 
 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. 

  
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 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 Second 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
			Coto De Caza, Ltd., Limited Partnership
			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 Homes, 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
			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 Coto Holdings, L.L.C.
			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 Land Partners Sub II, Inc.
			Lennar Land Partners Sub, Inc.
			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.


  
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Amended and Restated Guarantee Agreement] 









			
			Lennar Northwest, Inc.
			Lennar Pacific Properties Management, Inc.
			Lennar Pacific Properties, Inc.
			Lennar Pacific, Inc.
			Lennar PI Acquisition, LLC
			Lennar PI Property Acquisition, LLC
			Lennar PIS Management Company, LLC
			Lennar PNW, Inc.
			Lennar Port Imperial South, LLC
			Lennar Realty, Inc.
			Lennar Renaissance, Inc.
			Lennar Reno, LLC
			Lennar Riverside West Urban Renewal Company, L.L.C.
			Lennar Riverside West, LLC
			Lennar Sacramento, Inc.
			Lennar Sales Corp.
			Lennar San Jose Holdings, Inc.
			Lennar Southland I, Inc.
			Lennar Southwest Holding Corp.
			Lennar Texas Holding Company
			Lennar Trading Company, LP
			Lennar West Valley, LLC
			Lennar.com Inc.
			LFS Holding Company, LLC
			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 Northeast Mortgage, Inc.
			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.


  
 [Signature page to Third
Amended and Restated Guarantee Agreement] 









			
			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
			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 Felipe Indemnity Co., Ltd.
			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
			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 GP PIS 10, LLC
			UST Lennar GP PIS 7, LLC
			UST Lennar HW Scala SF Joint Venture
			WCP, LLC
			West Chocolate Bayou Development, LLC
			West Van Buren L.L.C.
			Westchase, Inc.


  
 [Signature page to Third
Amended and Restated Guarantee Agreement] 








 
			
	as Guarantors
		
	By:		 /s/ Jonathan Jaffe            

	Name:		Jonathan M. Jaffe
	Title:		Vice President and Chief Operating Officer



  
 [Signature page to Third
Amended and Restated Guarantee Agreement]