EX-10.1



 Exhibit 10.1 
 Execution Version 
  
  

 
 $410,000,000 

CREDIT AGREEMENT 

among 
 LENNAR
CORPORATION, as Borrower, 
 and 
 The Several Lenders from Time to Time Parties Hereto, 
 and 

JPMORGAN CHASE BANK, N.A., 
 as Swingline Lender, Issuing Lender, and Administrative Agent 
 and 

PNC BANK, NATIONAL ASSOCIATION and WELLS FARGO BANK, N.A., as Documentation Agents 

Dated as of May 2, 2012 
  

 
  

J.P. MORGAN SECURITIES LLC, as Sole Bookrunner and Arranger 
 and 
 BANK OF AMERICA, N.A., 

CITIBANK, N.A., 

DEUTSCHE BANK SECURITIES, INC., 
 UBS SECURITIES LLC, and 
 BANK OF MONTREAL, 

as Syndication Agents 
 and 
 MERRILL LYNCH, PIERCE, FENNER & SMITH, 

CITIBANK, N.A., 

DEUTSCHE BANK SECURITIES, INC., 
 UBS SECURITIES LLC, and 
 BANK OF MONTREAL, 

as Arrangers 







 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
	 SECTION 1.
	  	DEFINITIONS	  	 	1	  
	 1.1
	  	Defined Terms	  	 	1	  
	 1.2
	  	Other Definitional Provisions	  	 	17	  
	 SECTION 2.
	  	AMOUNT AND TERMS OF COMMITMENTS	  	 	18	  
	 2.1
	  	Commitments	  	 	18	  
	 2.2
	  	Procedure for Revolving Loan Borrowing	  	 	18	  
	 2.3
	  	Swingline Commitment	  	 	19	  
	 2.4
	  	Procedure for Swingline Borrowing; Refunding of Swingline Loans	  	 	19	  
	 2.5
	  	Commitment Fees, etc.	  	 	20	  
	 2.6
	  	Termination or Reduction of Commitments	  	 	21	  
	 2.7
	  	Optional Prepayments	  	 	21	  
	 2.8
	  	Mandatory Prepayments	  	 	21	  
	 2.9
	  	Conversion and Continuation Options	  	 	22	  
	 2.10
	  	Limitations on Eurodollar Tranches	  	 	22	  
	 2.11
	  	Interest Rates and Payment Dates	  	 	22	  
	 2.12
	  	Computation of Interest and Fees	  	 	23	  
	 2.13
	  	Inability to Determine Interest Rate	  	 	23	  
	 2.14
	  	Pro Rata Treatment and Payments	  	 	24	  
	 2.15
	  	Requirements of Law	  	 	25	  
	 2.16
	  	Taxes	  	 	26	  
	 2.17
	  	Indemnity	  	 	28	  
	 2.18
	  	Change of Lending Office	  	 	29	  
	 2.19
	  	Replacement of Lenders	  	 	29	  
	 2.20
	  	Defaulting Lenders	  	 	29	  
	 2.21
	  	Increase in Commitments	  	 	31	  
	 SECTION 3.
	  	LETTERS OF CREDIT	  	 	32	  
	 3.1
	  	L/C Commitment	  	 	32	  
	 3.2
	  	Procedure for Issuance of Letter of Credit	  	 	32	  
	 3.3
	  	Fees and Other Charges	  	 	33	  
	 3.4
	  	L/C Participations	  	 	33	  
	 3.5
	  	Reimbursement Obligation of the Borrower	  	 	34	  
	 3.6
	  	Obligations Absolute	  	 	34	  
	 3.7
	  	Letter of Credit Payments	  	 	35	  
	 3.8
	  	Applications	  	 	35	  
	 SECTION 4.
	  	REPRESENTATIONS AND WARRANTIES	  	 	35	  
	 4.1
	  	Financial Statement	  	 	35	  
	 4.2
	  	No Material Adverse Change	  	 	35	  
	 4.3
	  	Organization, Powers, and Capital Stock	  	 	35	  
	 4.4
	  	Authorization; and Validity of this Agreement; Consents; etc.	  	 	36	  
	 4.5
	  	Compliance with Laws and Other Requirements	  	 	37	  
	 4.6
	  	Litigation	  	 	37	  
	 4.7
	  	No Default	  	 	37	  
	 4.8
	  	Title to Properties	  	 	37	  
	 4.9
	  	Tax Liability	  	 	37	  









							
	 4.10
	  	Regulations U and X; Investment Company Act	  	 	38	  
	 4.11
	  	Pension Plan	  	 	38	  
	 4.12
	  	Subsidiaries; Joint Ventures	  	 	38	  
	 4.13
	  	Environmental Compliance	  	 	39	  
	 4.14
	  	No Misrepresentation	  	 	39	  
	 4.15
	  	Solvent	  	 	39	  
	 4.16
	  	Foreign Direct Investment Regulations	  	 	39	  
	 4.17
	  	Relationship of the Loan Parties	  	 	39	  
	 4.18
	  	Insurance	  	 	39	  
	 4.19
	  	Foreign Asset Control Regulations	  	 	40	  
	 SECTION 5.
	  	CONDITIONS PRECEDENT	  	 	40	  
	 5.1
	  	Conditions to Initial Extension of Credit	  	 	40	  
	 5.2
	  	Conditions to Each Extension of Credit	  	 	41	  
	 SECTION 6.
	  	AFFIRMATIVE COVENANTS	  	 	42	  
	 6.1
	  	Reporting Requirements	  	 	42	  
	 6.2
	  	Payment of Taxes and Other Potential Liens	  	 	44	  
	 6.3
	  	Preservation of Existence	  	 	44	  
	 6.4
	  	Maintenance of Properties	  	 	44	  
	 6.5
	  	Access to Premises and Books	  	 	45	  
	 6.6
	  	Notices	  	 	45	  
	 6.7
	  	Addition and Removal of Guarantors	  	 	45	  
	 6.8
	  	Compliance with Laws and Other Requirements	  	 	46	  
	 6.9
	  	Use of Proceeds	  	 	46	  
	 SECTION 7.
	  	NEGATIVE COVENANTS	  	 	46	  
	 7.1
	  	Financial Condition Covenants	  	 	46	  
	 7.2
	  	Liens and Encumbrances	  	 	47	  
	 7.3
	  	Limitation on Fundamental Changes	  	 	47	  
	 7.4
	  	Permitted Investments	  	 	47	  
	 7.5
	  	No Margin Stock	  	 	48	  
	 7.6
	  	Mortgage Banking Subsidiaries’ Capital Ratio	  	 	48	  
	 7.7
	  	Prepayment of Indebtedness	  	 	48	  
	 7.8
	  	Pension Plan	  	 	49	  
	 7.9
	  	Transactions with Affiliates	  	 	49	  
	 7.10
	  	Foreign Assets Control Regulations	  	 	49	  
	 SECTION 8.
	  	EVENTS OF DEFAULT	  	 	49	  
	 SECTION 9.
	  	THE AGENTS	  	 	52	  
	 9.1
	  	Appointment	  	 	52	  
	 9.2
	  	Delegation of Duties	  	 	52	  
	 9.3
	  	Exculpatory Provisions	  	 	52	  
	 9.4
	  	Reliance by Administrative Agent	  	 	52	  
	 9.5
	  	Notice of Default	  	 	53	  
	 9.6
	  	Non-Reliance on Agents and Other Lenders	  	 	53	  
	 9.7
	  	Indemnification	  	 	53	  
	 9.8
	  	Administrative Agent in Its Individual Capacity	  	 	54	  
	 9.9
	  	Successor Administrative Agent	  	 	54	  
	 9.10
	  	Documentation Agent and Syndication Agent	  	 	54	  


  
 ii 










							
	 SECTION 10.
	  	MISCELLANEOUS	  	 	54	  
	 10.1
	  	Amendments and Waivers	  	 	54	  
	 10.2
	  	Notices	  	 	55	  
	 10.3
	  	No Waiver; Cumulative Remedies	  	 	57	  
	 10.4
	  	Survival of Representations and Warranties	  	 	57	  
	 10.5
	  	Payment of Expenses and Taxes	  	 	57	  
	 10.6
	  	Successors and Assigns; Participations and Assignments	  	 	58	  
	 10.7
	  	Adjustments; Set-off	  	 	60	  
	 10.8
	  	Counterparts	  	 	61	  
	 10.9
	  	Severability	  	 	61	  
	 10.10
	  	Integration	  	 	61	  
	 10.11
	  	GOVERNING LAW	  	 	61	  
	 10.12
	  	Submission To Jurisdiction; Waivers	  	 	61	  
	 10.13
	  	Acknowledgements	  	 	62	  
	 10.14
	  	Releases of Guarantees	  	 	62	  
	 10.15
	  	Confidentiality	  	 	62	  
	 10.16
	  	WAIVERS OF JURY TRIAL	  	 	63	  
	 10.17
	  	USA Patriot Act	  	 	63	  


  
 iii









 SCHEDULES: 
  

			
	 1.1A
	  	Commitments
	 1.1B
	  	Existing Liens
	 1.1C
	  	Original Guarantors
	 4.12
	  	Subsidiaries
	 5.1
	  	Lenders Requesting Notes
	 7.4
	  	Existing Investments

 EXHIBITS: 
  

			
	 A
	  	Form of Guarantee Agreement
	 B
	  	Form of Compliance Certificate
	 C
	  	Reserved
	 D
	  	Form of Assignment and Assumption
	 E
	  	Form of New Lender Supplement
	 F-1
	  	Form of Legal Opinion of Clifford Chance
	 F-2
	  	Form of Legal Opinion (Internal Counsel)
	 G
	  	Form of Exemption Certificate
	 H
	  	Form of Letter of Credit Application








 CREDIT AGREEMENT (this “Agreement”), dated as of May 2, 2012, among
LENNAR CORPORATION, a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), and JPMORGAN CHASE BANK, N.A.,
as Swingline Lender, Issuing Lender and Administrative Agent (hereinafter defined). 
 The parties hereto hereby agree as
follows: 
 SECTION 1. DEFINITIONS 
 1.1 Defined Terms. 
 As used in this Agreement, the terms listed in this
Section 1.1 shall have the respective meanings set forth in this Section 1.1. 

“ABR”: for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal
to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus  1/2 of 1% and (c) the Eurodollar Rate that would be calculated as of such day (or, if such day is not a Business Day, as of the next preceding Business Day)
in respect of a proposed Eurodollar Loan with a one-month Interest Period plus 1.0%. Any change in the ABR due to a change in the Prime Rate, the Federal Funds Effective Rate or such Eurodollar Rate shall be effective as of the opening of
business on the day of such change in the Prime Rate, the Federal Funds Effective Rate or such Eurodollar Rate, respectively. 
 “ABR Loans”: Loans the rate of interest applicable to which is based upon the ABR. 
 “Administrative Agent”: JPMorgan Chase Bank, N.A., together with its affiliates, successors and assigns, as the administrative agent for the Lenders under this Agreement and the other
Loan Documents. 
 “Affiliate”: as to any Person, any Person (a) which directly, or indirectly through
one or more intermediaries, Controls, or is Controlled by, or is under common Control with such Person, or (b) which directly, or indirectly through one or more intermediaries, owns beneficially or of record twenty percent (20%) or more of
the Voting Stock of such Person. 
 “Agents”: the collective reference to the Syndication Agents, the
Documentation Agents and the Administrative Agent. 
 “Agreement”: as defined in the preamble hereto.

 “Anti-Terrorism Order”: means Executive Order No. 13,224, 66 Fed. Reg. 49,079 (2001), issued by the
President of the United States of America (Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism). 
 “Applicable Margin”: means (a) 2.50%, in the case of ABR Loans and (b) 3.50%, in the case of Eurodollar Loans. 

“Application”: an application requesting the Issuing Lender to issue a Letter of Credit, substantially in the form of
Exhibit H attached hereto or in such other form as the Issuing Lender and Borrower may agree upon from time to time. 

  
 S-1









 “Approved Fund”: any entity that is engaged in making, purchasing,
holding or investing in bank loans and similar extensions of credit in the ordinary course of business and that is administered or managed by (a) a Lender, (b) an Affiliate of Lender or (c) an entity or an Affiliate of an entity that
administers or manages a Lender. 
 “Arrangers”: collectively, J.P. Morgan Securities LLC, Merrill Lynch,
Pierce, Fenner & Smith, Citibank, N.A., Deutsche Bank Securities, Inc., UBS Securities LLC and Bank of Montreal. 

“Assignee”: as defined in Section 10.6(b). 

“Assignment and Assumption”: an Assignment and Assumption, substantially in the form of Exhibit D. 

“Authorized Financial Officer”: any of the chief financial officer, treasurer or controller of the Borrower.

 “Available Commitment”: as to any Lender at any time, an amount equal to the excess, if any, of
(a) such Lender’s Commitment then in effect over (b) such Lender’s Percentage Interest of the Outstanding Amount. 
 “Benefitted Lender”: as defined in Section 10.7(a). 

“Board”: the Board of Governors of the Federal Reserve System of the United States (or any successor). 

“Borrower”: as defined in the preamble hereto. 

“Borrowing Date”: any Business Day specified by the Borrower as a date on which the Borrower requests the relevant
Lenders to make Loans hereunder. 
 “Business Day”: a day other than a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to close, provided, that with respect to notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, such day is also a day
for trading by and between banks in Dollar deposits in the interbank eurodollar market. 
 “Capitalized Lease”: of a
Person means any lease of property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with GAAP. 
 “Capitalized Lease Obligations”: as to any Person, any obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP. 

“Capital Stock”: any and all shares, interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) equity of such Person, including any preferred stock, but excluding any debt securities convertible into such equity. 
 “Cash Equivalents”: (i) short-term obligations of, or fully guaranteed by, the United States of America, (ii) commercial paper rated A-2 or better by S&P or P-2 or better by
Moody’s, (iii) demand deposit accounts maintained in the ordinary course of business (whether domestic or foreign), (iv) certificates of deposit issued by and time deposits with commercial banks (whether domestic or foreign) having
capital and surplus in excess of $100,000,000, and (v) money market funds investing in various asset classes, including substantially all the assets of which are described in the preceding clauses. 

  
 2 








 “Change of Control”: (a) the acquisition of ownership, directly or
indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), of Equity Interests representing more than fifty percent
(50%) of the Voting Stock of the Borrower; or (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of Borrower by Persons who were neither (i) nominated by the board of directors nor
(ii) appointed by directors so nominated; in each case, other than any transaction where: 
 (x) the
Borrower becomes a direct or indirect wholly-owned Subsidiary of a holding company and either (i) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as
the holders of the Borrower’s Voting Stock immediately prior to that transaction or (ii) the shares of the Borrower’s Voting Stock outstanding immediately prior to such transaction are converted into or exchanged for a majority of the
Voting Stock of such holding company immediately after giving effect to such transaction; or 
 (y) both (i) Stuart Miller, together with members of his immediate family, directly or indirectly, becomes the beneficial owner of more than 50%, but less than 66  2/3%, of the Borrower’s outstanding Voting Stock (measured by
voting power rather than number of shares) and (ii) immediately after such transaction or transactions, the Class A Common Stock is listed for trading on the New York Stock Exchange or The Nasdaq Global Market. 

“Change in Status” means an event that results in a Subsidiary that was a Guarantor, for legitimate business reasons,
without any intent to avoid any requirements of this Agreement, ceasing to have an obligation under this Agreement to be a Guarantor, which legitimate business reasons may include (i) the entry by such Subsidiary into a bona fide agreement with
an unaffiliated third person for legitimate business reasons as a result of which a wholly-owned Subsidiary that was a Guarantor either (A) becomes a non-wholly-owned Subsidiary, (B) is required not to be a Guarantor or (C) otherwise
becomes a Designated Subsidiary, (ii) a Guarantor ceasing to be a Material Subsidiary or (iii) the sale or other disposition of a Guarantor. 
 “Closing Date”: the date on which the conditions precedent set forth in Section 5.1 shall have been satisfied, which date is May 2, 2012. 

“Code”: the Internal Revenue Code of 1986, as amended from time to time. 

“Commitment”: as to any Lender, the obligation of such Lender, if any, to make Revolving Loans and participate in
Swingline Loans and Letters of Credit in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “Commitment” opposite such Lender’s name on Schedule 1.1A or in the Assignment and
Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The original amount of the Total Commitment is $410,000,000. 

“Commitment Period”: the period from and including the Closing Date to the Termination Date. 

“Commitment Fee Rate”: three quarters of one percent (0.75%) per annum. 

“Competitor”: any Person that is (i) a Homebuilder or (ii) engaged primarily in the business of investing in
distressed real estate and not a banking institution, life insurance company, or other similar financial institution that ordinarily is engaged in the business of making real estate loans. 

  
 3 








 “Compliance Certificate”: a certificate duly executed by a Responsible
Officer and an Authorized Financial Officer substantially in the form of Exhibit B. 
 “Consolidated
EBITDA”: for any period, (a) Consolidated Net Income plus (b) to the extent deducted from revenues in determining Consolidated Net Income: (i) interest expense, (ii) expense for income taxes paid or accrued,
(iii) depreciation, (iv) amortization, (v) non-cash (including impairment) charges, (vi) extraordinary losses, and (vii) loss (gain) on early extinguishment of indebtedness, minus (c) to the extent added to
revenues in determining Consolidated Net Income, (i) non-cash gains and extraordinary gains (including for the avoidance of doubt, gains relating to the release of any tax asset valuation reserves), (ii) interest income and
(iii) benefit for income taxes. 
 “Consolidated Indebtedness”: at any date, without duplication
(a) all funded debt of the Borrower and the Ratio Subsidiaries determined on a consolidated basis; plus (b) funded debt of Joint Ventures to the extent any Loan Party has a Contingent Obligation with respect thereto, minus
Joint Venture Reimbursement Obligations up to a maximum of $75,000,000; plus (c) the sum of (i) all reimbursement obligations with respect to drawn Financial Letters of Credit and drawn Performance Letters of Credit and
(ii) the maximum amount available to be drawn under all undrawn Financial Letters of Credit, in each case issued for the account of, or guaranteed by, the Borrower or the Ratio Subsidiaries; plus (d) funded debt of third parties to
the extent that (A) the Borrower or a Ratio Subsidiary has a Contingent Obligation with respect thereto and (B) such Contingent Obligation has been called (to the extent of the portion called); and plus (e) all Hedging
Obligations of the Borrower and the Ratio Subsidiaries. 
 “Consolidated Interest Incurred”: for any period,
the aggregate amount (without duplication and determined in each case in accordance with the Borrower’s GAAP financial statements) of interest incurred (whether expensed or capitalized, paid, accrued, or scheduled to be paid or accrued, during
such period) by the Borrower or a Ratio Subsidiary during such period, including (a) the interest portion of all deferred payment obligations and (b) all commissions, discounts, and other fees and charges (excluding premiums) owed with
respect to bankers’ acceptances and letter of credit financings (including, without limitation, letter of credit fees) and Hedging Obligations minus interest income of the Borrower and the Ratio Subsidiaries, in each case to the extent
attributable to such period; provided that interest between the Borrower or a Ratio Subsidiary to the Borrower or a Ratio Subsidiary shall be excluded. 
 “Consolidated Net Income”: for any period, the net income (or loss) attributable to the Borrower and the Ratio Subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP. 
 “Consolidated Tangible Net Worth”: at any date, the consolidated stockholders’
equity, less intangible assets, of the Borrower and the Ratio Subsidiaries determined in accordance with GAAP before non-controlling interest, all determined as of such date. 
 “Contingent Obligation”: of a Person, any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for
the payment of, or otherwise becomes or is contingently liable upon, the Indebtedness of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person to enable such person to pay
Indebtedness, or otherwise assures any creditor with respect to Indebtedness of such other Person against loss, including, without limitation, any comfort letter, operating agreement, take-or-pay contract, “put” agreement or other similar
arrangement, provided that, without limitation of the foregoing, a “bad acts” or completion guarantee or similar arrangement shall not constitute a Contingent Obligation except to the extent of amounts then due and payable
thereunder. 

  
 4 








 “Control”: the possession, directly or indirectly, of the power to direct
or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

 “Default”: any event or circumstance that, with the giving of notice or passage of time, or both, would
become an Event of Default. 
 “Defaulting Lender”: any Lender, as determined by Administrative Agent in its
reasonable discretion (or by the Required Lenders in their reasonable discretion in the event that the Lender in question is also Administrative Agent), that has (a) failed to fund any portion of its Revolving Loans or participations in Letters
of Credit or Swingline Loans within three (3) Business Days of the date required to be funded by it hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s
good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied; (b) notified
Borrower, Administrative Agent, the Issuing Lenders, the Swingline Lender or any Lender in writing that it does not intend to comply with any funding obligations under this Agreement or has made a public statement to the effect that it does not
intend to comply with its funding obligations under this Agreement or under other agreements generally in which it commits to extend credit unless such Lender notifies the Administrative Agent and the Borrower in writing that such announcement is
the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been
satisfied; (c) failed, within three (3) Business Days after request by Administrative Agent (or Required Lenders) to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective loans and
participations in then-outstanding Letters of Credit and Swingline Loans; (d) otherwise failed to pay over to Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three (3) Business Days of
the date when due, unless the subject of a good faith dispute; or (e) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance
of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or
custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment. 
 “Designated Subsidiaries”: as of any date, any Subsidiary that is prohibited from delivering a Guarantee Agreement by law, rule, regulation or an agreement with a Person not Affiliated
with the Borrower. 
 “Documentation Agents”: collectively, PNC Bank, National Association and Wells Fargo
Bank, N.A. 
 “Dollars” and “$”: dollars in lawful currency of the United States. 

“Eligible Assignee”: any of (i) a Lender or a Lender Affiliate, (ii) a commercial bank organized under the
laws of the United States, or any State thereof, and having (x) total assets in excess of $1,000,000,000 and (y) a combined capital and surplus of at least $250,000,000; (iii) a commercial bank organized under the laws of any other
country which is a member of the Organization of Economic Cooperation and Development (“OECD”), or a political subdivision of any such country, and having (x) total assets in excess of $1,000,000,000 and (y) a combined
capital and surplus of at least $250,000,000, provided that such bank is acting through a branch or agency located in the country in which it is organized or another country which is also a member of OECD; (iv) a life insurance company
organized under the 

  
 5 








 
laws of any State of the United States, or organized under the laws of any country and licensed as a life insurer by any State within the United States and having admitted assets of at least
$1,000,000,000; (v) a nationally or internationally recognized investment banking company or other financial institution in the business of making, investing in or purchasing loans, or an Affiliate thereof organized under the laws of any State
of the United States or any other country which is a member of OECD, and licensed or qualified to conduct such business under the laws of any such State and having (1) total assets of at least $1,000,000,000 and (2) a net worth of at least
$250,000,000; or (vi) an Approved Fund. In no event shall a Defaulting Lender be deemed to be an Eligible Assignee. 

“Environmental Laws”: any and all foreign, Federal, state, local or municipal laws, rules, orders, regulations,
statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the
environment, as now or may at any time hereafter be in effect. 
 “ERISA”: the Employee Retirement Income
Security Act of 1974, as amended from time to time. 
 “Eurocurrency Reserve Requirements”: for any day as
applied to a Eurodollar Loan, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including basic, supplemental, marginal and emergency reserves) under any
regulations of the Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of
the Board) maintained by a member bank of the Federal Reserve System. 
 “Eurodollar Base Rate”: with respect
to each Interest Period pertaining to a Eurodollar Loan, the rate per annum determined on the basis of the rate for deposits in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on the
Reuters Screen LIBOR01 Page as of 11:00 A.M., London time, two (2) Business Days prior to the beginning of such Interest Period. In the event that such rate does not appear on such page (or otherwise on such screen), the “Eurodollar
Base Rate” shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be selected by the Administrative Agent or, in the absence of such availability, by reference to the rate
at which the Administrative Agent is offered Dollar deposits at or about 11:00 A.M., New York City time, two (2) Business Days prior to the beginning of such Interest Period in the interbank eurodollar market where its eurodollar and foreign
currency and exchange operations are then being conducted for delivery on the first day of such Interest Period for the number of days comprised therein. 
 “Eurodollar Loans”: Loans the rate of interest applicable to which is based upon the Eurodollar Rate. 
 “Eurodollar Rate”: with respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate per annum determined for such day in accordance with the following formula:

  

					
		 	Eurodollar Base Rate	 	
		 	1.00—Eurocurrency Reserve Requirements	 	


  
 6 








 “Eurodollar Tranche”: the collective reference to Eurodollar Loans the
then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day). 

“Event of Default”: any of the events specified in Section 8. 

“Exchange Act”: the Securities and Exchange Act of 1934, as amended. 

“Existing $50,000,000 LC Facility”: the up to $50,000,000 letter of credit facility available under the Letter of
Credit and Reimbursement Agreement, dated as of October 7, 2011, among Borrower, the guarantors party thereto, the lenders party thereto, the L/C issuers party thereto, and JPMorgan Chase Bank, N.A., as administrative agent thereunder.

 “Existing $150,000,000 LC Facility”: the up to $150,000,000 letter of credit facility available under the
Letter of Credit and Reimbursement Agreement, dated as of November 2, 2010, among Borrower, the guarantors party thereto, the lenders party thereto, the L/C issuers party thereto, and JPMorgan Chase Bank, N.A., as administrative agent
thereunder. 
 “Existing LC Facilities”: collectively, the Existing $150,000,000 LC Facility and the Existing
$50,000,000 LC Facility. 
 “FATCA”: Sections 1471 through 1474 of the Code, as of the date of this Agreement
(or any amended or successor version) and any current or future regulations or official interpretations thereof. 

“Federal Funds Effective Rate”: for any day, the weighted average of the rates on overnight federal funds transactions
with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the
average of the quotations for the day of such transactions received by JPMorgan Chase Bank, N.A. from three federal funds brokers of recognized standing selected by it. 
 “Financial Letter of Credit”: a letter of credit that is not a Performance Letter of Credit. 
 “Funding Office”: the office of the Administrative Agent specified in Section 10.2 or such other office as may be specified from time to time by the Administrative Agent as
its funding office by written notice to the Borrower and the Lenders. 
 “GAAP”: generally accepted accounting
principles in the United States of America as in effect at the time any determination is made or financial statement is required hereunder as promulgated by the American Institute of Certified Public Accountants, the Accounting Principles Board, the
Financial Accounting Standards Board or any other body existing from time to time which is authorized to establish or interpret such principles, applied on a consistent basis throughout any applicable period, subject to any change required by a
change in GAAP; provided, however, that if any change in generally accepted accounting principles from those applied in preparing the financial statements referred to in Section 4.1 affects any financial calculation
contained herein, (i) Borrower, the Lenders and Administrative Agent hereby agree to make such amendments hereto to the effect that each relevant provision is not more or less restrictive than such provision as in effect on the date hereof
using generally accepted accounting principles consistent with those reflected in such financial statements, and (ii) pending the effectiveness of such amendment, Borrower shall not be in default hereunder if, solely as a result of such change
in generally accepted accounting principles, Borrower is not in compliance with any such provision contained herein. 

  
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 “Governmental Authority”: any nation or government, any state or other
political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory, or administrative functions of or pertaining to government, and any
corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing. 

“Guarantee Agreement”: the Guarantee Agreement to be executed and delivered by each Guarantor, substantially in the
form of Exhibit A. 
 “Guarantors”: each wholly-owned Subsidiary of Borrower except Mortgage Banking
Subsidiaries, Rialto Subsidiaries, Designated Subsidiaries and Subsidiaries that are not Material Subsidiaries. The original Guarantors are indicated on Schedule 1.1C to this Agreement. 

“Hedging Obligations”: of a Person, any and all obligations of such Person, whether absolute or contingent and
howsoever and whensoever created, arising evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), (a) under any and all agreements, devices or arrangements designed to protect at least
one of the parties thereto from the fluctuations of interest rates, commodity prices, exchange rates or forward rates applicable to such party’s assets, liabilities, or exchange transaction, including, but not limited to, dollar-denominated or
cross-currency interest rate exchange agreements, forward currency exchange agreements, interest rate cap or collar protection agreements, forward rate currency or interest rate options, puts and warrants, and (b) any and all cancellations, buy
backs, reversals, terminations or assignments of any of the foregoing. 
 “Homebuilder”: any Person that is
listed on the most recent Builder 100 list published by Builder magazine, ranked by revenues or closings (or if such list is no longer published, identified in such other published list or through such other means as is mutually agreed by the
Administrative Agent and the Borrower) or any Affiliate of such Person. 
 “Increased Facility Closing Date”:
as defined in Section 2.21. 
 “Indebtedness”: of any Person at any date, without duplication,
(a) all liabilities and obligations, contingent or otherwise, of such Person, (i) in respect of borrowed money, (ii) evidenced by bonds, notes, debentures or similar instruments, (iii) representing the balance deferred and unpaid
of the purchase price of any property or services, except (A) those incurred in the ordinary course of its business that would constitute ordinarily a trade payable to trade creditors and (B) liabilities related to consolidated inventory
not owned (but specifically excluding from such exception the deferred purchase price of Real Estate), (iv) evidenced by bankers’ acceptances, (v) consisting of obligations, whether or not assumed, secured by Liens or payable out of
the proceeds or production from property now or hereafter owned or acquired by such Person, except Liens described in clause (p) of the definition of “Permitted Liens”, (vi) consisting of Capitalized Lease Obligations (including
any Capitalized Leases entered into as a part of a sale/leaseback transaction), (vii) consisting of liabilities and obligations under any receivable sales transactions, (viii) consisting of a Financial Letter of Credit (but excluding
Performance Letters of Credit and performance or surety bonds) or a reimbursement obligation of such Person with respect to any Financial Letter of Credit (but excluding Performance Letters of Credit and performance or surety bonds),
(ix) consisting of Hedging Obligations, (x) consisting of Off-Balance Sheet Liabilities or (xi) consisting of Contingent Obligations; and (b) obligations of such Person to purchase Securities or other property arising out of or
in connection with the sale of the same or substantially similar securities or property. 
 “Interest Coverage
Ratio”: as of any date, for the applicable period, the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Incurred. 

  
 8 








 “Interest Payment Date”: (a) as to any ABR Loan (other than any
Swingline Loan), the last Business Day of each March, June, September and December to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or
less, the last day of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than three months, each day that is three months (or, if such day is not a Business Day, the following Business Day), or a whole multiple
thereof, after the first day of such Interest Period and the last day of such Interest Period, (d) as to any Loan (other than any Revolving Loan that is an ABR Loan and any Swingline Loan), the date of any repayment or prepayment made in
respect thereof and (e) as to any Swingline Loan, the day that such Loan is required to be repaid. 
 “Interest
Period”: as to any Eurodollar Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, two, three or six months thereafter (or, such other
period as may be agreed to by all Lenders), as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next
preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six months thereafter (or, such other period as may be agreed to by all Lenders), as selected by the Borrower by irrevocable notice to the Administrative
Agent not later than 11:00 A.M., New York City time, on the date that is two (2) Business Days prior to the last day of the then current Interest Period with respect thereto; provided that, all of the foregoing provisions relating to
Interest Periods are subject to the following: 
 (i) if any Interest Period would otherwise end on a day that
is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on
the immediately preceding Business Day; 
 (ii) the Borrower may not select an Interest Period that would extend
beyond the Termination Date; and 
 (iii) any Interest Period that begins on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month. 

“Investment”: (a) the purchase or other acquisition of capital stock or other securities of another Person,
(b) a loan, advance, extension of credit (by way of guaranty or otherwise) or capital contribution to another Person or (c) the purchase or other acquisition of assets of another Person that constitute a business unit. For purposes hereof,
the book value of any Investment shall be calculated in accordance with GAAP. 
 “Investment Grade Rating”: a
senior unsecured public debt rating of BBB- or higher from S&P or Baa3 or higher from Moody’s. 

“Issuance Date”: the date of issuance of a Letter of Credit by an Issuing Lender. 

“Issuing Lender”: JPMorgan Chase Bank, N.A., in its capacity as issuer of any Letter of Credit and any other Lender
approved by the Administrative Agent (such approval not to be unreasonably withheld) and the Borrower that has agreed in its sole discretion to act as an “Issuing Lender” hereunder, or any of their respective affiliates, in each case in
its capacity as issuer of any Letter of Credit. Each reference herein to “the Issuing Lender” shall be deemed to be a reference to the relevant Issuing Lender. 

  
 9 








 “Joint Venture”: a joint venture (whether in the form of a corporation, a
partnership, limited liability company or otherwise) (a) to which the Borrower or a Joint Venture Subsidiary is or becomes a party (other than tenancies in common), (b) whether or not Borrower is required to consolidate the joint venture
in its financial statements in accordance with GAAP, and (c) in which the Borrower or any Joint Venture Subsidiary has or will have a total investment exceeding $25,000 or which has total assets plus contingent liabilities exceeding $100,000.
For the purposes of this definition, the Borrower’s or Joint Venture Subsidiary’s investment in a joint venture shall be deemed to include any Securities of the joint venture owned by the Borrower or any Joint Venture Subsidiary, any
loans, advances or accounts payable to the Borrower or any Joint Venture Subsidiary from the joint venture, any commitment or other agreement by the Borrower or any Joint Venture Subsidiary to provide funds or credit to the joint venture and the
Borrower’s or Joint Venture Subsidiary’s share of the undistributed profits of the joint venture. 
 “Joint
Venture Reimbursement Obligations”: in the case of the Indebtedness of any Joint Venture, the obligation of any partner or joint venturer not Affiliated with the Borrower to reimburse the Borrower or a Subsidiary for liabilities that the
Borrower or a Subsidiary may incur in connection with a guaranty of any Indebtedness of such Joint Venture. 
 “Joint
Venture Subsidiary”: a Subsidiary of the Borrower which is a partner, shareholder or other equity owner in a Joint Venture which is not a Loan Party. 
 “L/C Commitment”: $100,000,000; provided, however, that the L/C Commitment automatically shall be increased up to a total of $300,000,000 for each dollar of letter of credit borrowing
availability that is terminated under the Existing LC Facilities, it being understood that no such increase in the L/C Commitment shall increase the Total Commitments, which Total Commitments may only be increased in accordance with
Section 2.21. 
 “L/C Obligations”: at any time, an amount equal to the sum of (a) the
aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 3.5. 

“L/C Participants”: the collective reference to all the Lenders other than the Issuing Lender. 

“Lenders”: as defined in the preamble hereto and, as the context requires, includes the Swingline Lender. 

“Letters of Credit”: as defined in Section 3.1(a). 

“Leverage Ratio”: the ratio, as of any date, of (a) Consolidated Indebtedness (excluding the Rialto Guaranty)
minus the sum of (i) Unrestricted Cash and (ii) cash and Cash Equivalents of consolidated Joint Ventures (not to exceed Joint Venture Indebtedness), to the extent the sum of (i) and (ii) exceed the Required Liquidity,
divided by (b) Consolidated Indebtedness plus Consolidated Tangible Net Worth, plus, at any time when the Borrower has an Investment Grade Rating, the lesser of fifty percent (50%) of Subordinated Debt and
$300,000,000. 
 “Lien”: any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement,
charge, encumbrance, lien (statutory or other), preference, priority or other security agreement or similar preferential arrangement of any kind or nature whatsoever (including without limitation any conditional sale or other title retention
agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the authorized filing by or against a Person of any 

  
 10 









 
financing statement as debtor under the Uniform Commercial Code or comparable law of any jurisdiction). For the avoidance of doubt, a restriction, covenant, easement, right of way, or similar
encumbrance affecting any interest in real property owned by a Loan Party and which does not secure an obligation to pay money is not a Lien. 
 “Liquidity”: at any time, the sum of all Unrestricted Cash held by the Borrower and the Ratio Subsidiaries. 
 “Loan”: any Revolving Loan made by any Lender or Swingline Loan made by the Swingline Lender pursuant to this Agreement. 

“Loan Documents”: this Agreement, the Guarantee Agreement, the Notes and any amendment, waiver, supplement or other
modification to any of the foregoing. 
 “Loan Parties”: as of any date, the Borrower and the Guarantors.

 “Material Adverse Effect”: since the date of the audited financial statements most recently delivered prior
to the Closing Date: (a) a change, event or circumstance that could reasonably be expected to result in a material adverse effect on the financial condition of Borrower and its Subsidiaries, taken as a whole; (b) a material impairment of
the ability of the Loan Parties, taken as a whole, to perform the payment or other material obligations under the Loan Documents; or (c) a material adverse effect upon the legality, validity, binding effect, or enforceability against Borrower
or any other Loan Party of any material obligations of Borrower or any other Loan Party under any loan document to which it is a party. 
 “Material Subsidiaries”: as of any date, each Subsidiary of Borrower (other than the Mortgage Banking Subsidiaries, Rialto Subsidiaries and Designated Subsidiaries) that has a Net Worth
(excluding ownership interests in, or intercompany indebtedness of, other Subsidiaries) of $10,000,000 or more as of such date; provided that, in no event may there exist wholly-owned Subsidiaries of the Borrower (other than the Mortgage Banking
Subsidiaries, Rialto Subsidiaries and Designated Subsidiaries) that have, in the aggregate, a Net Worth in excess of $75,000,000 that are not Guarantors. 
 “Mortgage Banking Subsidiary”: a Subsidiary of the Borrower which is engaged or hereafter engages in the mortgage banking business, including the origination, servicing, packaging and/or
selling of mortgages on residential single- and multi-family dwellings and/or commercial property. 
 “Net
Worth”: at any date, with respect to any Person the amount of consolidated stockholders’ equity, less intangible assets, of such Person and its consolidated Subsidiaries as shown on its balance sheet as of such date in accordance with
GAAP. 
 “New Lender”: as defined in Section 2.21. 

“New Lender Supplement”: as defined in Section 2.21. 

“Non-Excluded Taxes”: as defined in Section 2.16(a). 

“Non-Guarantor Subsidiaries”: as of any date, the Mortgage Banking Subsidiaries, the Rialto Subsidiaries, the
Designated Subsidiaries and Subsidiaries that are not Material Subsidiaries. 
 “Non-Recourse Indebtedness”:
Indebtedness of a Loan Party for which its liability is limited to the asset or property upon which it grants a Lien to the holder of such Indebtedness as security for such Indebtedness. 

  
 11 









 “Non-U.S. Lender”: as defined in Section 2.16(d). 

“Notes”: the collective reference to any promissory note evidencing Loans. 

“Obligations”: all advances to, and debts, liabilities and obligations of, Borrower and Guarantors arising under any
loan document for this Agreement or otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and
fees that accrue after the commencement by or against Borrower or any Guarantor or any Affiliate thereof of any proceeding under any bankruptcy or insolvency naming such Person as the debtor in such proceeding, regardless of whether such interest
and fees are allowed claims in such proceeding. 
 “Off-Balance Sheet Liabilities”: of a Person, (a) any
repurchase obligation or liability of such Person or any of its Subsidiaries with respect to accounts or notes receivable sold by such Person or any of its Subsidiaries, (b) any liability of such Person or any of its Subsidiaries under any
financing lease, any synthetic lease (under which all or a portion of the rent payments made by the lessee are treated, for tax purposes, as payments of interest, notwithstanding that the lease may constitute an operating lease under GAAP) or any
other similar lease transaction, or (c) any obligations of such Person or any of its Subsidiaries arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing and which has an actual or
implied interest component but which does not constitute a liability on the consolidated balance sheets of such Person and its Subsidiaries. 
 “Other Taxes”: any and all present or future stamp or documentary taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement or any other Loan Document, except any such taxes that are described under clause (ii) of the first sentence of Section 2.16(a) and that are imposed with respect to an assignment or
transfer. 
 “Outstanding Amount”: as of any date, the aggregate principal amount of Loans outstanding after
giving effect to any borrowings, repayments and prepayments on such date plus the amount of L/C Obligations outstanding on such date after giving effect to any issuance or reimbursements made on such date. 

“Participant”: as defined in Section 10.6(c). 

“PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any
successor). 
 “Percentage Interest”: as to any Lender at any time, the percentage which such Lender’s
Commitment then constitutes of the Total Commitments or, at any time after the Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Loans then outstanding constitutes of the
aggregate principal amount of the Loans then outstanding; provided, that, in the event that the Loans are paid in full prior to the reduction to zero of the Outstanding Amount, the Percentage Interests shall be determined in a manner designed
to ensure that the remaining Outstanding Amount shall be held by the Lenders on a comparable basis. 
 “Performance
Letter of Credit”: a letter of credit issued to insure (i) the completion of improvements and infrastructure; (ii) maintenance of improvements and infrastructure; or (iii) other similar obligations incurred in the ordinary
course of business, in each case only to the extent such letter of credit does not insure obligations constituting Indebtedness. 

  
 12 









 “Permitted Investments”: (a) readily marketable, direct, full faith,
and credit obligations of the United States, or obligations guaranteed by the full faith and credit of the United States, maturing within not more than one (1) year from the date of acquisition; (b) short term certificates of deposit and
time deposits, which mature within one (1) year from the date of issuance and which are maintained with a Lender, a domestic or foreign commercial bank having capital and surplus in excess of $100,000,000 or are fully insured by the Federal
Deposit Insurance Corporation; (c) commercial paper or master notes maturing in 365 days or less from the date of issuance rated either “P-2” or better by Moody’s, or “A-2” or better by S&P); (d) debt
instruments of a domestic or foreign issuer which mature in one (1) year or less and which are rated “A” or better by Moody’s or S&P on the date of acquisition of such investment; (e) demand deposit accounts which are
maintained in the ordinary course of business (whether domestic or foreign); (f) short term tax exempt securities including municipal notes, commercial paper, auction rate floaters, and floating rate notes rated either “P-2” or better
by Moody’s or “A-2” or better by S&P which mature in one (1) year or less; (g) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public
instrumentality thereof maturing within not more than one (1) year from the date of acquisition thereof and, at the time of acquisition, having one (1) of the two (2) highest ratings obtainable from any two of S&P, Moody’s,
or Fitch (or, if at any time no two (2) of the foregoing shall be rating such obligations, then from such other nationally recognized rating services acceptable to Administrative Agent); (h) investment grade bonds, other than domestic
corporate bonds issued by Borrower or any of its Affiliates, maturing no more than ten (10) years after the date of acquisition thereof and, at the time of acquisition, having a rating of at least A or the equivalent from any two (2) of
S&P, Moody’s, or Fitch (or, if at any time no two (2) of the foregoing shall be rating such obligations, then from such other nationally recognized rating services acceptable to Administrative Agent); and (i) shares of money
market, mutual, or similar funds which invest primarily in securities of the type described in clauses (a) through (h) above. 
 “Permitted Liens”: 
 (a) Liens existing on the date of this
Agreement and described on Schedule 1.1B hereto; 
 (b) Liens imposed by governmental authorities for taxes, assessments
or other charges not yet subject to penalty or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the Borrower in accordance with GAAP; 

(c) statutory liens of carriers, warehousemen, mechanics, materialmen, landlords, repairmen or other like Liens arising by operation of
law in the ordinary course of business provided that (i) the underlying obligations are not overdue for a period of more than 60 days or (ii) such Liens are being contested in good faith and by appropriate proceedings and adequate
reserves with respect thereto are maintained on the books of the Borrower in accordance with GAAP; 
 (d) Liens securing the
performance of bids, trade contracts (other than borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; 

(e) easements, rights-of-way, zoning restrictions, assessment district or similar Liens in connection with municipal financing or
community development bonds, and similar restrictions, encumbrances or title defects which, singly or in the aggregate, do not in any case materially detract from the value of the Real Estate subject thereto (as such Real Estate is used by any Loan
Party) or interfere with the ordinary conduct of the business of the Loan Parties; 

  
 13 









 (f) Liens arising by operation of law in connection with judgments, only to the extent,
for an amount and for a period not resulting in an event of default hereunder with respect thereto; 
 (g) pledges or deposits
made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security legislation; 
 (h) Liens securing Indebtedness of a Person existing at the time such Person becomes a Loan Party or is merged with or into a Loan Party and Liens on assets or properties at the time of acquisition
thereof, provided that such Liens were in existence prior to the date of such acquisition, merger or consolidation, were not incurred in anticipation thereof and do not extend to any other assets; 

(i) Liens against the ownership interest of a Loan Party in a Joint Venture or Non-Guarantor Subsidiary; 

(j) Liens arising pursuant to vexatious, frivolous or meritless claims, suits, actions or filings, or other similar bad faith actions,
taken by a Person not an Affiliate of the Borrower; provided that a Loan Party is disputing such Lien in good faith and by appropriate proceedings; 
 (k) Liens securing Hedging Obligations arising in the ordinary course of business of a Loan Party and not for speculative purposes; 

(l) Liens securing obligations of a Loan Party arising in connection with letters of credit and/or letter of credit facilities;

 (m) Liens on model homes; 
 (n) Liens securing Non-Recourse Indebtedness; 
 (o) Liens incurred in connection
with the acquisition of an asset (including via license, lease or other arrangement), provided that such Lien (i) is incurred at the time of such acquisition or within 180 days thereof and (ii) such Lien encumbers only the asset so
acquired; 
 (p) Liens securing obligations of any Loan Party to any third party in connection with (i) Profit and
Participation Agreements, (ii) any option or right of first refusal to purchase real property granted to a developer or seller of real property that arises as a result of the non-use or non-development of such real property by a Loan Party, or
(iii) joint development agreements with third parties to perform and/or pay for or reimburse the costs of construction and/or development related to or benefiting any Loan Party’s property and property belonging to such third parties, in
each case entered into in the ordinary course of such Loan Party’s business; 
 (q) Liens securing other Indebtedness or
obligations in an amount not in excess of $25,000,000 in the aggregate; 
 (r) Liens on cash and Cash Equivalents securing
obligations arising under total return swaps, repurchase agreements and other similar transactions entered into by the Borrower or any other Loan Party with respect to debt securities owned by the Borrower or any other Loan Party; and 

(s) Liens securing Indebtedness incurred to refinance any Indebtedness that was previously so secured and permitted hereunder (which
refinancing Indebtedness may exceed the amount refinanced, provided such refinancing Indebtedness is otherwise permitted under this Agreement) in a manner no more adverse to the Lenders than the terms of the Liens securing such refinanced
Indebtedness. 

  
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 “Person”: any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership, governmental authority or other entity. 
 “Plan”:
any employee benefit plan as defined in Section 3(3) of ERISA, other than a multiemployer plan (as defined in Section 3(37) of ERISA), that is subject to Title IV of ERISA or Section 412 of the Code in respect of which any Loan Party
or any ERISA Affiliate is an “employer” as defined in Section 3(5) of ERISA. 
 “Prime Rate”:
the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A., as its prime rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by
JPMorgan Chase Bank, N.A. in connection with extensions of credit to debtors). 
 “Profit and Participation
Agreement”: an agreement, secured by a deed of trust, mortgage or other Lien against a property or asset, with respect to which the purchaser of such property or asset agrees to pay the seller of such property or asset a profit, price,
premium participation or other similar amount in respect of such property or asset. 
 “Ratio Subsidiaries”:
as of any date, the Subsidiaries of the Borrower except Mortgage Banking Subsidiaries, Rialto Subsidiaries and Designated Subsidiaries. 
 “Real Estate”: land, rights in land and interests therein (including, without limitation, leasehold interests), and equipment, structures, improvements, furnishings, fixtures and
buildings (including a mobile home of the type usually installed on a developed site) located on or used in connection with land, rights in land or interests therein (including leasehold interests), but shall not include Mortgages or interests
therein. 
 “Refunded Swingline Loans”: as defined in Section 2.4. 

“Register”: as defined in Section 10.6(b). 

“Regulations U and X”: Regulations U and X of the Board as in effect from time to time. 

“Reimbursement Obligation”: the obligation of the Borrower to reimburse the Issuing Lender pursuant to
Section 3.5 for amounts drawn under Letters of Credit. 
 “Reportable Event”: a reportable event
as defined in Section 4043 of ERISA and the regulations issued under such section, with respect to a Plan, excluding, however, such events as to which the PBGC by regulation waived the requirement of Section 4043(a) of ERISA that it be
notified within 30 days of the occurrence of such event, provided, however, that a failure to meet the minimum funding standard of Section 412 of the Code and of Section 302 of ERISA shall be a Reportable Event regardless of the
issuance of any such waiver of the notice requirement in accordance with either Section 4043(a) of ERISA or Section 412(d) of the Code. 
 “Required Lenders”: at any time, the holders of more than fifty percent (50%) of the Total Commitments then in effect or, if the Commitments have been terminated, the Outstanding
Amount at such time. 
 “Required Liquidity”: as of any date, (a) $10,000,000 plus (b) if, as
of the end of the fiscal quarter most recently ended, the Interest Coverage Ratio was less than 1.50 to 1.00, an amount equal to 1.00x Consolidated Interest Incurred for the last twelve months then ended. 

  
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 “Requirement of Law”: as to any Person, the Certificate of Incorporation
and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person
or any of its property or to which such Person or any of its property is subject. 
 “Responsible Officer”:
the chief executive officer or president or executive vice president of the Borrower. 
 “Revolving Loans”: as
defined in Section 2.1(a). 
 “Rialto Guaranty”: the Guaranty Agreement dated as of
September 30, 2010 made by the Borrower in respect of a loan to Rialto Regi, LLC in the original principal amount of $125,395,423. 
 “Rialto Subsidiaries”: as of any date, each Subsidiary of Borrower that is involved in owning, financing or managing distressed real estate assets. 

“SEC”: the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.

 “Significant Subsidiaries”: as of any date, any Loan Party that has either (i) $100,000,000 or more of
assets or (ii) stockholder’s equity constituting five percent (5%) or more of consolidated stockholders equity of Borrower before non-controlling interest. 
 “Solvent”: when used with respect to any Person, means that, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such
Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing
determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the probable liability of such Person on its debts as
such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person does not intend to, and does not believe that it will
incur debts beyond such Person’s ability to pay such debts as they mature. For purposes of this definition, (i) “debt” means liability on a “claim”, and (ii) “claim” means any (x) right to payment,
whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if
such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured. 

“Subsidiary”: as to any Person, a corporation, partnership, joint venture, limited liability company, or other business
entity (except for Persons which would not be considered a Subsidiary of such Person but for the application of FASB Interpretation No. 46 or EITF 04-5 issued by the Financial Accounting Standards Board and the Emerging Issues Task Force, as
such interpretations or pronouncements may be amended or modified from time to time) of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than
securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned by such Person. 
 “Swingline Commitment”: the obligation of the Swingline Lender to make Swingline Loans pursuant to Section 2.3 in an aggregate principal amount at any one time outstanding not
to exceed $50,000,000. 

  
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 “Swingline Exposure”: at any time, the aggregate principal amount of all
Swingline Loans outstanding at such time. The Swingline Exposure of any Lender in respect of any Swingline Loan shall be its Percentage Interest of the principal amount of such Swingline Loan. 

“Swingline Lender”: JPMorgan Chase Bank, N.A., in its capacity as the lender of Swingline Loans. 

“Swingline Loans”: as defined in Section 2.3. 

“Swingline Participation Amount”: as defined in Section 2.4. 

“Syndication Agents”: collectively, Bank of America, N.A., Citibank, N.A., Deutsche Bank Securities, Inc., UBS
Securities LLC, and Bank of Montreal. 
 “Termination Date”: May 2, 2015, subject, however, to earlier
termination of the Total Commitment pursuant of the terms of this Agreement. 
 “Total Commitments”: at any
time, the aggregate amount of the Commitments then in effect. 
 “Transferee”: any Assignee or Participant.

 “Type”: as to any Loan, its nature as an ABR Loan or a Eurodollar Loan. 

“Uniform Commercial Code”: the Uniform Commercial Code, as the same may, from time to time, be in effect in the State
of New York; provided, however, that in the event that, by reason of mandatory provisions of law, any or all of the perfection or priority of the security interest in any collateral provided pursuant to this Agreement is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than the State of New York, the term “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof
relating to such perfection or priority (but not attachment) and for purposes of definitions related to such provisions. 

“United States”: the United States of America. 

“Unrestricted Cash”: cash and Cash Equivalents of the Borrower and Ratio Subsidiaries that are free and clear of all
Liens (other than bankers’ Liens) and not subject to any restrictions on the use thereof to pay Indebtedness and other obligations of the applicable Loan Party. 
 “Voting Stock”: with respect to any Person, securities of any class of Capital Stock of such Person entitling the holders thereof (other than preferred stock or similar securities that
vote solely by reason of a contingency, such as bankruptcy) to vote in the election of members of the board of directors of such Person. 
 1.2 Other Definitional Provisions. 
 (a) Unless otherwise specified
therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto. 

  
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 (b) As used herein and in the other Loan Documents, and any certificate or other document
made or delivered pursuant hereto or thereto, (i) accounting terms relating to any Loan Party not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the
respective meanings given to them under GAAP, (ii) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (iii) the word “incur”
shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) the words “asset” and
“property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, accounts, leasehold interests and contract rights, and
(v) references to agreements or other Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Obligations as amended, supplemented, restated or otherwise modified from time to time. 

(c) The words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement,
shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified. 

(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

 SECTION 2. AMOUNT AND TERMS OF COMMITMENTS 
 2.1 Commitments. 
 (a) Subject to the terms and conditions hereof, each
Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such
Lender’s Percentage Interest of the sum of (i) the L/C Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, and after giving effect to the proposed Revolving Loan and
application of the proceeds thereof to the repayment of any outstanding Obligations, does not exceed the amount of such Lender’s Commitment. During the Commitment Period the Borrower may use the Commitments by borrowing, prepaying the Revolving
Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in
accordance with Sections 2.2 and 2.9. 
 (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date.

 2.2 Procedure for Revolving Loan Borrowing. 

The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall
give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent (a) prior to 1:00 P.M., New York City time, three (3) Business Days prior to the requested Borrowing Date, in the case of
Eurodollar Loans, or (b) by 11:00 A.M., New York City time, on the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Revolving Loans to be borrowed, (ii) the requested Borrowing Date and
(iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Revolving Loans made on the Closing Date shall initially be ABR Loans. Each
borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR 

  
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Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans,
$5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided, that the Swingline Lender may request, on behalf of the Borrower, borrowings under the Commitments that are ABR Loans in other amounts pursuant to
Section 2.4. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the
Administrative Agent for the account of the Borrower at the Funding Office prior to (i) 12:00 Noon, New York City time, in the case of Eurodollar Loans and (ii) 2:00 P.M., New York City time, in the case of ABR Loans, on the Borrowing Date
requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the
aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent or by otherwise transferring such amounts as the Borrower shall direct. 

2.3 Swingline Commitment. 
 (a) Subject to the terms and conditions hereof, the Swingline Lender agrees to make a portion of the credit otherwise available to the Borrower under the Commitments from time to time during the
Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then
in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and (ii) the Borrower shall not
request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Commitments would be less than zero. During the Commitment Period, the Borrower
may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. 

(b) The Borrower shall repay to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the
earlier of the Termination Date, the tenth
(10th) Business Day after such Swingline Loan is
made, or the date that the next Revolving Loan is borrowed. 
 2.4 Procedure for Swingline Borrowing; Refunding of Swingline
Loans. 
 (a) Whenever the Borrower desires that the Swingline Lender make Swingline Loans it shall give the Swingline
Lender irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by the Swingline Lender not later than 3:00 P.M., New York City time, on the proposed Borrowing Date), specifying (i) the amount to be
borrowed and (ii) the requested Borrowing Date (which shall be a Business Day during the Commitment Period). Each borrowing under the Swingline Commitment shall be in an amount equal to $500,000 or a whole multiple of $100,000 in excess
thereof. Not later than 4:00 P.M., New York City time, on the Borrowing Date specified in a notice in respect of Swingline Loans, the Swingline Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately
available funds equal to the amount of the Swingline Loan to be made by the Swingline Lender. The Administrative Agent shall make the proceeds of such Swingline Loan available to the Borrower on such Borrowing Date by depositing such proceeds in the
account of the Borrower with the Administrative Agent or as otherwise directed by the Borrower on such Borrowing Date in immediately available funds. 

  
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 (b) The Swingline Lender, at any time and from time to time in its sole and absolute
discretion may, on behalf of the Borrower (which hereby irrevocably directs the Swingline Lender to act on its behalf), on one (1) Business Day’s notice given by the Swingline Lender no later than 12:00 Noon, New York City time, request
each Lender to make, and each Lender hereby agrees to make, a Revolving Loan, in an amount equal to such Lender’s Percentage Interest of the aggregate amount of the Swingline Loans (the “Refunded Swingline Loans”) outstanding
on the date of such notice, to repay the Swingline Lender. Each Lender shall make the amount of such Revolving Loan available to the Administrative Agent at the Funding Office in immediately available funds, not later than 10:00 A.M., New York City
time, one (1) Business Day after the date of such notice. The proceeds of such Revolving Loans shall be immediately made available by the Administrative Agent to the Swingline Lender for application by the Swingline Lender to the repayment of
the Refunded Swingline Loans. If the amounts received from the Lenders are not sufficient to repay in full such Refunded Swingline Loans, then the Borrower shall pay such difference to the Administrative Agent within two (2) Business Days of
notice from the Administrative Agent, which payments shall be made available by the Administrative Agent to the Swingline Lender to repay the Refunded Swingline Loans. 
 (c) If prior to the time a Revolving Loan would have otherwise been made pursuant to Section 2.4(b), one of the events described in Section 8(e) shall have occurred and be
continuing with respect to the Borrower or if for any other reason, as determined by the Swingline Lender in its sole discretion, Revolving Loans may not be made as contemplated by Section 2.4(b), each Lender shall, on the date such
Revolving Loan was to have been made pursuant to the notice referred to in Section 2.4(b), purchase for cash an undivided participating interest in the then outstanding Swingline Loans by paying to the Swingline Lender an amount (the
“Swingline Participation Amount”) equal to (i) such Lender’s Percentage Interest times (ii) the sum of the aggregate principal amount of Swingline Loans then outstanding that were to have been repaid with such
Revolving Loans. 
 (d) Whenever, at any time after the Swingline Lender has received from any Lender such Lender’s
Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Lender its Swingline Participation Amount (appropriately adjusted, in the case of interest
payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion of such
payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided, however, that in the event that such payment received by the Swingline Lender is required to be returned, such
Lender will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender. 
 (e)
Each Lender’s obligation to make the Loans referred to in Section 2.4(b) and to purchase participating interests pursuant to Section 2.4(c) shall be absolute and unconditional and shall not be affected by any
circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Borrower may have against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (ii) the
occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower,
(iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

 2.5 Commitment Fees, etc. 
 (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee for the period from and including the date hereof to but excluding the last day of the Commitment
Period, computed at the Commitment Fee Rate on the average daily amount of the 

  
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Available Commitment of such Lender during the period for which payment is made, payable quarterly in arrears within three (3) Business Days of receipt an invoice from the Administrative
Agent; provided, however, pursuant to Section 2.20, the Borrower shall not be obligated to pay a commitment fee for the account of any Defaulting Lender. 
 (b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements with the Administrative Agent and to perform any other obligations
contained therein. 
 2.6 Termination or Reduction of Commitments. 

The Borrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to
terminate the Commitments or, from time to time, to reduce the amount of the Commitments; provided that no such termination or reduction of Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Loans
made on the effective date thereof, the Outstanding Amount would exceed the Total Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Commitments then in effect.

 2.7 Optional Prepayments. 
 The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00
A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, one (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify
the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall
also pay any amounts owing pursuant to Section 2.17. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be
due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial
prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. 
 2.8
Mandatory Prepayments. 
 If and to the extent at the end of a fiscal quarter: 

(a) the sum of, in each case without duplication, (i) the Indebtedness of Borrower and each Restricted Subsidiary secured by a Lien
on assets of Borrower or a Restricted Subsidiary that does not constitute a Permitted Lien, plus (ii) the Outstanding Amount under this Agreement, plus (iii) the sum of all undrawn amounts available under letters of credit outstanding
under the Existing LC Facilities, exceeds 
 (b) 20% of Total Consolidated Stockholders Equity (excluding
non-controlling interests), 
 the Borrower shall reduce the Outstanding Amount by the amount of such excess. 

For purposes of the foregoing, Indebtedness, Restricted Subsidiary, Lien, Permitted Lien and Total Consolidated Stockholders Equity
shall have the meanings given to such terms in the most restrictive outstanding indenture for Borrower’s senior notes. 

  
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 Amounts to be applied in connection with prepayments made pursuant to this
Section 2.8 shall be applied, first, to the prepayment of Swingline Loans, second, to the prepayment of Revolving Loans, and third, that if the aggregate principal amount of Revolving Loans and Swingline Loans
then-outstanding is less than the amount of such prepayments (because L/C Obligations constitute a portion thereof), Borrower shall, to the extent of the balance, deposit an amount in cash equal to 100% of such L/C Obligations in a cash collateral
account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment of Revolving Loans pursuant to Section 2.8 shall be
made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.8 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. 

2.9 Conversion and Continuation Options. 
 (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City
time, on the proposed conversion date, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to
Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the
initial Interest Period therefor), provided that no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Required Lenders have determined in their sole discretion not to permit such
conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. 

(b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the
Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such
Loans, provided that no Eurodollar Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Required Lenders have determined in their sole discretion not to permit such
continuations, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be
automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. 

2.10 Limitations on Eurodollar Tranches. 
 Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions and continuations of Eurodollar Loans and all selections of Interest Periods shall be in such amounts and be made
pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the Eurodollar Loans comprising each Eurodollar Tranche shall be equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and
(b) no more than fifteen Eurodollar Tranches shall be outstanding at any one time. 
 2.11 Interest Rates and Payment
Dates. 
 (a) Each Eurodollar Loan shall bear interest during each Interest Period with respect thereto at a rate per annum
equal to the Eurodollar Rate determined for such Interest Period plus the Applicable Margin. 

  
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 (b) Each ABR Loan shall bear interest at a rate per annum equal to the ABR plus the
Applicable Margin. 
 (c) (i) If all or a portion of the principal amount of any Loan or Reimbursement Obligation shall
not be paid when due (whether at the stated maturity, by acceleration or otherwise), all outstanding Loans and Reimbursement Obligations (whether or not overdue) shall bear interest at a rate per annum equal to (x) in the case of the Loans, the
rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section plus two percent (2%) or (y) in the case of Reimbursement Obligations, the rate applicable to ABR Loans plus two percent
(2%), and (ii) if all or a portion of any interest payable on any Loan or Reimbursement Obligation or any commitment fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or
otherwise), after giving effect to any applicable grace period, such overdue amount shall bear interest at a rate per annum equal to the rate then applicable to ABR Loans plus two percent (2%), in each case, with respect to clauses
(i) and (ii) above, from the date of such non-payment until such amount is paid in full. 
 (d) Interest shall be
payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to paragraph (c) of this Section 2.11 shall be payable from time to time on demand. 

2.12 Computation of Interest and Fees. 
 (a) Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to (A) ABR Loans the rate of interest on which
is calculated on the basis of the Prime Rate, (B) the Applicable Margin related to Letters of Credit and (C) Letter of Credit fees, shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days
elapsed. Interest shall accrue for each period from and including the first day of such period but excluding the last day of such period. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each
determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes
effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. 

(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive
and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations used by the Administrative Agent in determining
any interest rate pursuant to Section 2.11(a). 
 2.13 Inability to Determine Interest Rate. 

If prior to the first day of any Interest Period: 
 (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and
reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or 
 (b) the Administrative Agent
shall have received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of
making or maintaining their affected Loans during such Interest Period, 

  
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the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any
Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR
Loans and (z) any outstanding Eurodollar Loans shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or
continued as such, nor shall the Borrower have the right to convert Loans to Eurodollar Loans. 
 2.14 Pro Rata Treatment
and Payments. 
 (a) Except as set forth in Section 2.20 below, each borrowing by the Borrower from the Lenders
hereunder, each payment by the Borrower on account of any commitment fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Percentage Interests of the Lenders. 

(b) Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Loans shall be
made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Lenders. 
 (c) All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made
prior to 2:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Funding Office, in Dollars and in immediately available funds. The Administrative Agent shall distribute such
payments to each Lender promptly upon receipt in like funds as received, net of any amounts owing by such Lender pursuant to Section 9.7. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a
day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next
succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment
of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. 
 (d) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing
available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the
Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon,
at a rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such
amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error. If such
Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with
interest thereon at the rate per annum applicable to ABR Loans under the relevant Facility, on demand, from the Borrower. 

  
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 (e) Unless the Administrative Agent shall have been notified in writing by the Borrower
prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative
Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower
within three (3) Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest
thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower. 

(f) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.4(b), 2.4(c),
2.14(d), 2.14(e), 3.4(a) or 9.7, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision of this Agreement), apply any amounts thereafter received by the Administrative Agent, the
Swingline Lender or the Issuing Lender for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid. 

2.15 Requirements of Law. 
 (a) If (i) the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the
force of law) from any central bank or other Governmental Authority made subsequent to the date hereof, (ii) the Dodd-Frank Wall Street Reform and Consumer Protection Act or any requests, rules, guidelines, or directives thereunder or issued in
connection therewith, regardless of the date enacted, adopted or issued or (iii) any requests, rules, guidelines or directives promulgated by the Bank for International Settlements or the Basel Committee on Banking Supervision (or any successor
or similar authority), in each case pursuant to Basel III, regardless of the date actually enacted, adopted or issued: 
 (A) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Application or any Eurodollar Loan made by it, or change the basis of taxation of
payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.16 and changes in the rate of tax on the overall net income of such Lender); 

(B) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against
assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the
Eurodollar Rate; or 
 (C) shall impose on such Lender any other condition; 

and the result of any of the foregoing is to increase the cost to such Lender, by an amount that such Lender deems to be material, of making, converting
into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand,
any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a
copy to the Administrative Agent) of the event by reason of which it has become so entitled. 
 (b) If any Lender shall have
determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or 

  
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compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental
Authority, including compliance with any requests, rules, guidelines or directives promulgated by the Bank for International Settlements or the Basel Committee on Banking Supervision (or any successor or similar authority), in each case pursuant to
Basel III, made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit
to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an
amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender such additional
amount or amounts as will compensate such Lender or such corporation for such reduction. 
 (c) A certificate as to any
additional amounts payable pursuant to this Section 2.15 submitted by any Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in
this Section 2.15, the Borrower shall not be required to compensate a Lender pursuant to this Section 2.15 for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower of such
Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect.
The obligations of the Borrower pursuant to this Section 2.15 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. 

2.16 Taxes. 
 (a) All payments made by the Borrower under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes,
levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (including any taxes or withholdings arising under FATCA), excluding taxes imposed on
or measured by net income (however denominated), franchise taxes (or branch profit taxes) imposed (i) as a result of the Administrative Agent or any Lender being organized under the laws of, or having its principal office or, in the case of any
Lender, its applicable lending office located in, the jurisdiction imposing such tax (or any political subdivision thereof) or (ii) on the Administrative Agent or any Lender as a result of a present or former connection between the
Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent
or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document) unless such a deduction or withholding is required by law. If any such non-excluded taxes,
levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) or Other Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder, the amounts so
payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable
hereunder at the rates or in the amounts specified in this Agreement, provided, however, that the Borrower shall not be required to increase any such amounts payable to any Lender or the Administrative Agent with respect to any
Non-Excluded Taxes (i) that are attributable to such Lender’s failure to comply with the requirements of paragraph (d) or (e) of this Section 2.16 or (ii) that are United States withholding taxes imposed on
amounts payable to or for the account of such Lender or the Administrative Agent at the time such Lender or the Administrative Agent becomes a party to this Agreement or such Lender changes its lending office, except to the extent that such
Lender’s assignor (if any) or such Lender (in the case of a change in lending office) was entitled, at the time of assignment or immediately before it changed its lending office, to receive additional amounts from the Borrower with respect to
such Non-Excluded Taxes pursuant to this paragraph. 

  
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 (b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law. 
 (c) Whenever any Non-Excluded Taxes or Other Taxes are payable by the Borrower,
as promptly as possible thereafter the Borrower shall send to the Administrative Agent for its own account or for the account of the relevant Lender, as the case may be, a certified copy of an original official receipt received by the Borrower
showing payment thereof. If the Borrower fails to pay any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the
Borrower shall indemnify the Administrative Agent and the Lenders for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure. 

(d) Each Lender (or Transferee) that is not a “United States Person” as defined in Section 7701(a)(30) of the Code (a
“Non-U.S. Lender”) shall deliver to the Borrower and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) two copies of either U.S. Internal
Revenue Service Form W-8BEN or Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, a
statement substantially in the form of Exhibit G and a Form W-8BEN, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from U.S. federal
withholding tax on all payments by the Borrower under this Agreement and the other Loan Documents. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement (or, in the case of any Participant,
on or before the date such Participant purchases the related participation). In addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender. Each
Non-U.S. Lender shall promptly notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the U.S. taxing
authorities for such purpose). Each Lender (or Transferee) that is a “United States Person” as defined in Section 7701(a)(30) of the Code (a “U.S. Lender”) shall deliver to the Borrower and the Administrative Agent
(or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) two copies of U.S. Internal Revenue Service Form W-9, or any subsequent versions thereof or successors thereto, properly completed and
duly executed by such U.S. Lender certifying an exemption from U.S. federal backup withholding tax on all payments by the Borrower under this Agreement and the other Loan Documents. Such forms shall be delivered by each U.S. Lender on or before the
date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation). In addition, each U.S. Lender shall deliver such forms promptly upon the obsolescence or
invalidity of any form previously delivered by such U.S. Lender. Each U.S. Lender shall promptly notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any
other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this paragraph, a Non-U.S. Lender shall not be required to deliver any form pursuant to this paragraph that such Non-U.S.
Lender is not legally able to deliver. 
 (e) A Lender that is entitled to an exemption from or reduction of non-U.S.
withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable 

  
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law as will permit such payments to be made without withholding or at a reduced rate, provided that such Lender is legally entitled to complete, execute and deliver such documentation and
in such Lender’s judgment such completion, execution or submission would not materially prejudice the legal position of such Lender. 
 (f) If a payment made to a Lender under this Agreement would be subject to U.S. federal withholding tax imposed by FATCA and the rules and regulations promulgated pursuant thereto (in each case as in
effect as of the date of this Agreement) if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver
to the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Administrative Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i)
of the Code) and such additional documentation reasonably requested by the Administrative Agent as may be necessary for the Administrative Agent to comply with its obligations under FATCA, to determine that such Lender has or has not complied with
such Lender’s obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. 
 (g) If the Administrative Agent or any Lender determines, in its reasonable discretion, that it has received a refund of any tax as to which it has been indemnified by the Borrower or with respect to
which the Borrower has paid additional amounts pursuant to this Section 2.16, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this
Section 2.16 with respect to the tax giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with
respect to such refund); provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower to the Administrative Agent or such Lender in the event the Administrative
Agent or such Lender is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its
taxes which it deems confidential) to the Borrower or any other Person. 
 (h) The agreements in this Section 2.16
shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. 
 2.17
Indemnity. 
 The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or
expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice requesting the same in accordance
with the provisions of this Agreement, (b) default by the Borrower in making any prepayment of or conversion from Eurodollar Loans after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the
making of a prepayment of Eurodollar Loans on a day that is not the last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have
accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to
borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein,
if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank
eurodollar market. A certificate as to any amounts payable pursuant to this Section submitted to 

  
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the Borrower by any Lender shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder. 
 2.18 Change of Lending Office. 

Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.15 or 2.16(a)
with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding
the consequences of such event; provided, that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no material economic, legal or regulatory disadvantage, and
provided, further, that nothing in this Section shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.15 or 2.16(a). 

2.19 Replacement of Lenders. 
 The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.15 or 2.16(a), (b) is a Defaulting Lender, or
(c) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby
(so long as the consent of the Required Lenders (with the percentage in such definition being deemed to be 50% for this purpose) has been obtained), with a replacement financial institution; provided that (i) such replacement does not
conflict with any Requirement of Law, (ii) prior to any such replacement, such Lender shall have taken no action under Section 2.18 so as to eliminate the continued need for payment of amounts owing pursuant to
Section 2.15 or 2.16(a), (iii) the replacement shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) the Borrower shall be liable to such replaced
Lender under Section 2.17 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (v) the replacement shall be an Eligible Assignee reasonably
satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration
and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.15 or 2.16(a), as the case may be,
and (viii) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender. 

2.20 Defaulting Lenders. 
 Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

 (a) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Sections
2.5(a) and 3.3(a); 
 (b) the Commitment of such Defaulting Lender shall not be included in determining whether all
Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 10.1), provided that (i) any waiver, amendment or modification
requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders of the same tranche shall require the 

  
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consent of such Defaulting Lender and (ii) the Commitment of such Defaulting Lender may not be increased without the consent of such Defaulting Lender, Administrative Agent and Borrower;
provided that any payments made with respect to such increase in such Commitment shall not be subject to Section 3.6 or Section 10.7 with respect to any Defaulting Lender; 

(c) if any Swingline Exposure or L/C Obligations exists at the time a Lender becomes a Defaulting Lender then: 

(i) all or any part of such Swingline Exposure and L/C Obligations shall be reallocated among the non-Defaulting Lenders
in accordance with their respective Percentage Interests only to the extent (A) no non-Defaulting Lender’s Percentage Interest (determined excluding the Commitments of Defaulting Lenders) of the Outstanding Amount exceeds such
non-Defaulting Lender’s Commitment and (B) the conditions set forth in Section 5.2 (other than 5.2(a)) are satisfied at such time; 
 (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, Borrower shall within five (5) Business Days following notice by Administrative Agent
(x) first, prepay such Swingline Exposure and (y) second, if requested by an Issuing Lender, cash collateralize such Defaulting Lender’s Percentage Interest of outstanding L/C Obligations (after giving effect to any partial
reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 8 for so long as such L/C Obligations are outstanding; 

(iii) if Borrower cash collateralizes any portion of such Defaulting Lender’s Percentage Interest of outstanding L/C
Obligations pursuant to this Section 2.20(c), Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.3 with respect to such Defaulting Lender’s Percentage Interest of outstanding
L/C Obligations during the period such Defaulting Lender’s Percentage Interest of outstanding L/C Obligations are cash collateralized; 
 (iv) if the Percentage Interest of outstanding L/C Obligations of the non-Defaulting Lenders are reallocated pursuant to this Section 2.20(c), then the fees payable to the Lenders pursuant to
Section 2.5 and Section 3.3 shall be adjusted in accordance with such non-Defaulting Lenders’ Percentage Interests; or 
 (v) if any Defaulting Lender’s Percentage Interest of outstanding L/C Obligations are neither cash collateralized nor reallocated pursuant to this Section 2.20(c), then, without prejudice
to any rights or remedies of any Issuing Lender or any Lender hereunder, all commitment fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was
utilized by such L/C Obligations) and letter of credit fees payable under Section 3.3 with respect to such Defaulting Lender’s L/C Obligations shall be payable to each Issuing Lender until such L/C Obligations are cash
collateralized and/or reallocated. 
 (d) so long as any Lender is a Defaulting Lender, the Swingline Lender shall not be
required to fund any Swingline Loan and no Issuing Lender shall be required to issue, amend, renew or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100%-covered by the Commitments of the non-Defaulting
Lenders (and participating interests in any such newly issued or increased Letters of Credit or newly made Swingline Loan shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.20(c)(i) and/or, if requested
by any Issuing Lender, cash collateral will be provided by Borrower in accordance with Section 2.20. 

  
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 (e) so long as any Lender is a Defaulting Lender, any amount payable to such Defaulting
Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 10.7 but excluding Section 2.19) shall, in
lieu of being distributed to such Defaulting Lender, be retained by Administrative Agent in a segregated account and, subject to any applicable requirements of law, be applied at such time or times as may be determined by Administrative Agent
(i) first, to the payment of any amounts owing by such Defaulting Lender to Administrative Agent hereunder, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Lender to any Issuing Lender
hereunder, (iii) third, if Administrative Agent or any Issuing Lender so requests, to be held in such account as cash collateral for future funding obligations of the Defaulting Lender in respect of any existing interest in Letters of
Credit, (iv) fourth, to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by Administrative Agent, (v) fifth, to the payment
of any amounts owing to the Lenders or an Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender or such Issuing Lender against such Defaulting Lender as a result of such Defaulting Lender’s
breach of its obligations under this Agreement, (vi) sixth, to the payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower against such Defaulting Lender as a result
of such Defaulting Lender’s breach of its obligations under this Agreement, and (viii) seventh, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction. 

In the event that Administrative Agent, Borrower and the Issuing Lenders (as applicable) each agrees that a Defaulting Lender has adequately remedied all
matters that caused such Lender to be a Defaulting Lender, then the L/C Obligations of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of
the other Lenders as Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Percentage Interest; provided that except to the extent otherwise expressly agreed by the affected parties,
no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. 

2.21 Increase in Commitments. 
 The Borrower may, at its option, at any time or from time to time prior to the Termination Date, (a) increase the Total Commitments by up to $115,000,000 (the “Initial Commitment
Increase”) to an aggregate principal amount not to exceed $525,000,000 by requesting the existing Lenders or new lenders to commit to any such increase and (b) increase the Total Commitments, as the same may have been increased by the
Initial Commitment Increase, by up to an additional $200,000,000 (the “Additional Commitment Increase”), to an aggregate principal amount not to exceed $725,000,000, which Additional Commitment Increase amount (x) shall only be
available at such time and to the same extent as the letter of credit borrowing availability is terminated under each of the Existing LC Facilities and (y) shall be for Letters of Credit only, it being understood and agreed that no portion of
the Additional Commitment Increase shall be available for Loans, and the maximum aggregate amount of Loans that may be outstanding at any one time, if the Total Commitments have been increased by the Initial Commitment Increase, shall not exceed
$525,000,000; provided that, in the case of each of clause (a) and (b) above: (i) no Lender shall be required to commit to any such increase; (ii) no such increase shall become effective unless at the time thereof and
after giving effect thereto (A) no Default or Event of Default shall have occurred and be continuing, (B) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in
all material respects , and (C) Administrative Agent shall have received a certificate from Borrower to the effect of (A) and (B) of clause (ii); and (iii) no new lender shall become a Lender pursuant to this
Section 2.21 unless such lender is an Eligible Assignee and Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld. Borrower shall be entitled to pay upfront or other fees to
such lenders who extend 

  
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credit pursuant to this Section 2.21 as Borrower and such lenders may agree. Such increases in the Commitments shall become effective on the date (each such date, an
“Increased Facility Closing Date”) specified in an activation notice delivered to Administrative Agent no less than ten (10) Business Days prior to effective date of such notice specifying the amount of the increase and the
effective date thereof. Each new lender that provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the
form of Exhibit E, whereupon such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. Unless otherwise agreed by
Administrative Agent, on each Increased Facility Closing Date, Borrower shall borrow Revolving Loans under the relevant increased Commitments from each Lender participating in the relevant increase in an amount determined by reference to the amount
of each Type of Loan (and, in the case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender if (x) each such Type or Eurodollar Tranche had been borrowed or effected on such Increased Facility
Closing Date and (y) the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased, and, if applicable in connection with such increased Commitments, Borrower shall pay
all amounts due under Section 2.17. The Eurodollar Base Rate applicable to any Eurodollar Loan borrowed pursuant to the preceding sentence shall equal the rate then applicable to the Eurodollar Loans of the other Lenders in the same
Eurodollar Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between Borrower and the relevant Lender). 
 SECTION 3. LETTERS OF CREDIT 
 3.1 L/C Commitment. 

(a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in
Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower (and on behalf of the Borrower or any Subsidiary or Joint Venture) on any Business Day during the Commitment Period
in such form as may be approved from time to time by the Issuing Lender acting reasonably; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C
Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Commitments would be less than zero. Each Letter of Credit shall (x) be denominated in Dollars and (y) expire no later than the date that is
five (5) Business Days prior to the Termination Date. Notwithstanding that the Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary or Joint Venture, the Borrower shall be
obligated to reimburse the Issuing Lender and the Lenders for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of a Subsidiary or Joint Venture inures to the
benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiary or Joint Venture. 
 (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits
imposed by, any applicable Requirement of Law. 
 3.2 Procedure for Issuance of Letter of Credit. 

The Borrower may from time to time request that the Issuing Lender issue a Letter of Credit by delivering (including via electronic
delivery) to the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of the Issuing Lender, and such information describing the purpose of the letter of credit and the location of the
related project or development as the Issuing Lender may request. Upon receipt of any Application, the Issuing Lender will 

  
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process such Application and such information describing the purpose of the letter of credit and the location of the related project or development delivered to it in connection therewith in
accordance with its customary procedures and shall issue, unless the Issuing Lender has received written notice from any Lender, the Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the
applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not be satisfied, the Letter of Credit requested thereby within two (2) Business Days after its receipt of the Application therefor
and all such requested information relating thereto by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender and the Borrower. The Issuing Lender shall furnish a copy of such
Letter of Credit to the Borrower promptly following the issuance thereof. The Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit
(including the amount thereof). 
 3.3 Fees and Other Charges. 

(a) The Borrower will pay a fee on the undrawn portion of all outstanding Letters of Credit at a per annum rate equal to the Applicable
Margin then in effect with respect to Eurodollar Loans, shared ratably among the Lenders and payable quarterly in arrears on calendar quarters and within three (3) Business Days of receipt an invoice from Administrative Agent after the issuance
date. In addition, the Borrower shall pay to the Issuing Lender for its own account (excluding, for any Issuing Lender, such Issuing Lender’s Commitment as a Lender) a fronting fee of 0.125% per annum on the aggregate undrawn and unexpired
amount of each Letter of Credit, payable quarterly in arrears on calendar quarters and within three (3) Business Days of receipt an invoice from Administrative Agent or the Issuing Lender after the issuance date. 

(b) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and
expenses approved by the Borrower as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. 

3.4 L/C Participations. 
 (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to
accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Percentage
Interest in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant agrees with the Issuing Lender that, if a draft is
paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be
returned by it at any time), such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Percentage Interest of the amount that is
not so reimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or
other right that such L/C Participant may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the
other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or
any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing 

  
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 (b) If any amount required to be paid by any L/C Participant to the Issuing Lender
pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Issuing Lender within three (3) Business Days after the date such payment is due,
such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is
required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such
amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Issuing Lender
shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under this Agreement. A certificate of the Issuing Lender submitted to
any L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive in the absence of manifest error. 
 (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with
Section 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of
interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be
required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it. 
 3.5 Reimbursement Obligation of the Borrower. 
 If any draft is paid under
any Letter of Credit, the Borrower shall reimburse the Issuing Lender through Administrative Agent if so requested by Administrative Agent on the Business Day next succeeding the Business Day on which such Issuing Lender notifies Borrower of the
date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender for the amount of (a) the draft so paid and (b) any costs and expenses described in Section 3.3(b) incurred by the Issuing Lender
in connection with such payment. Each such payment shall be made to the Issuing Lender or the Administrative Agent at its address for notices referred to herein in Dollars and in immediately available funds. Interest shall be payable on any such
amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in (x) until the Business Day next succeeding the date of the relevant notice, Section 2.11(b) and (y) thereafter,
Section 2.11(c). Each Issuing Lender shall give the Administrative Agent and the Borrower written notice, within one (1) Business Day, of receipt of each draw request under any Letter of Credit, together with a copy of each such
draw request. 
 3.6 Obligations Absolute. 
 The Borrower’s obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that
the Borrower may have or have had against the Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with the Issuing Lender that the Issuing Lender shall not be responsible for, and the Borrower’s
Reimbursement Obligations under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent
or forged, or any dispute between or among the 

  
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Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such
Letter of Credit or any such transferee. The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of
Credit, except for errors or omissions found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of the Issuing Lender. The Borrower agrees that any
action taken or omitted by the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence, bad faith or willful misconduct, shall be binding on the Borrower and
shall not result in any liability of the Issuing Lender to the Borrower. 
 3.7 Letter of Credit Payments. 

If any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall, within one (1) Business Day after
receipt thereof, notify the Borrower of the date and amount thereof together with a copy of such draft. The responsibility of the Issuing Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in
addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are substantially in
conformity with such Letter of Credit. 
 3.8 Applications. 

To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this
Agreement, the provisions of this Agreement shall apply. 
 SECTION 4. REPRESENTATIONS AND WARRANTIES 

To induce the Administrative Agent and the Lenders to enter into this Agreement and to make the Loans and issue or participate in the
Letters of Credit, the Borrower hereby represents and warrants to the Administrative Agent and each Lender that: 
 4.1
Financial Statement. 
 Borrower has furnished to the Lenders on or prior to the Closing Date a copy of the Form 10-Q of
Borrower and its Subsidiaries for the period ended February 29, 2012; it being understood that such financial statements filed with or furnished to the SEC by the Borrower (and which are available online) shall be deemed to have been provided
by the Borrower. Such financial statements and the notes thereto, and any financial statements required to be delivered by Borrower hereunder and the notes thereto, fairly present in all material respects the consolidated financial position of
Borrower and its Subsidiaries as at the dates specified therein and the consolidated results of operations and cash flows for the periods then ended, all in conformity with GAAP. 

4.2 No Material Adverse Change. 
 There has been no material adverse change in the financial condition of Borrower and its Subsidiaries, taken as a whole, since the date of the most recently delivered financial statements. 

  
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 4.3 Organization, Powers, and Capital Stock. 

Each of the Loan Parties (a) is a corporation, limited partnership or limited liability company (as applicable) duly organized or
formed, validly existing and in good standing under laws of its state of incorporation or formation, (b) has the power and authority to own or hold under lease the properties it purports to own or hold under lease and to carry on its business
as now conducted, (c) is duly qualified or licensed to transact business in every jurisdiction in which such qualification or licensing is necessary to enable it to enforce all of its contracts and other rights and to avoid any penalty or
forfeiture except in each case to the extent of omissions that would not have a Material Adverse Effect. All outstanding shares of Capital Stock of Borrower are duly authorized, validly issued, fully paid, nonassessable, and issued in compliance
with all applicable state and federal securities laws. 
 4.4 Authorization; and Validity of this Agreement; Consents;
etc. 
 (a) Each of the Loan Parties has the power and authority to execute and deliver this Agreement, the Notes, the
Guarantee Agreement and the other Loan Documents to which it is a party and to perform all its obligations hereunder and thereunder. The execution and delivery by the Borrower of this Agreement and the Notes and by each of the Loan Parties of the
Guarantee Agreements and the other Loan Documents to which it is a party and its performance of its obligations hereunder and thereunder and any and all actions taken by the Loan Parties (i) have been duly authorized by all requisite corporate
action or other applicable limited partnership or limited liability company action, (ii) will not violate or be in conflict with (A) any provisions of law (including, without limitation, any applicable usury or similar law), (B) any
order, rule, regulation, writ, judgment, injunction, decree or award of any court or other agency of government, or (C) any provision of its certificate of incorporation or by-laws, certificate of limited partnership or limited partnership
agreement, or articles or certificate of formation or operating agreement (as applicable), (iii) will not violate, be in conflict with, result in a breach of or constitute a default under any material indenture, agreement or other instrument to
which such Loan Party is a party or by which it or any of its properties or assets is or may be bound (including without limitation any indentures pursuant to which any debt Securities of the Borrower have been issued), and (iv) except as
otherwise contemplated by this Agreement, will not result in the creation or imposition of any lien, charge or encumbrance upon, or any security interest in, any of its properties or assets. Each of this Agreement, the Notes, the Guarantee Agreement
and the other applicable Loan Documents has been duly executed and delivered by the applicable Loan Parties. The Loan Documents constitute legal, valid and binding obligations of the applicable Loan Parties enforceable against the applicable Loan
Parties in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally. 

(b) Neither the Borrower nor any Subsidiary is a party to any agreement or instrument or is subject to any charter or other restrictions
that could reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any other Loan Party is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any
agreement or instrument to which it is a party that would have a Material Adverse Effect, and consummation of the transactions contemplated hereby and in the other Loan Documents will not cause any Loan Party to be in material default under any
material indenture, agreement or other instrument to which such Loan Party is a party or by which it or any of its properties or assets is or may be bound (including without limitation any indentures pursuant to which any debt Securities of the
Borrower have been issued). 
 (c) No order, license, consent, approval, authorization of, or registration, declaration,
recording or filing (except for the filing of a Current Report on Form 8-K, and a Quarterly Report on Form 10-Q, in each case with the SEC) with, or validation of, or exemption by, any governmental or public authority (whether federal, state or
local, domestic or foreign) or any subdivision thereof is required in connection with, or as a condition precedent to, the due and valid execution, delivery and performance by any Loan Party of the Credit Agreement, the Notes, the Guarantee
Agreements or the other Loan 

  
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Documents, or the legality, validity, binding effect or enforceability of any of the respective terms, provisions or conditions thereof. To the extent that any franchises, licenses, certificates,
authorizations, approvals or consents from any federal, state or local (domestic or foreign) government, commission, bureau or agency are required for the acquisition, ownership, operation or maintenance by any Loan Party of properties now owned,
operated or maintained by any of them, those franchises, licenses, certificates, authorizations, approvals and consents have been validly granted, are in full force and effect and constitute valid and sufficient authorization therefor, except in
each case to the extent of omissions that would not have a Material Adverse Effect. 
 4.5 Compliance with Laws and Other
Requirements. 
 Each Loan Party is in compliance with and conform to all statutes, laws, ordinances, rules, regulations,
orders, restrictions and all other legal requirements of all domestic or foreign governments or any instrumentality thereof having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties, the
violation of which would have a Material Adverse Effect, including, without limitation, regulations of the Board of Governors of the Federal Reserve System, the Federal Interstate Land Sales Full Disclosure Act, the Florida Land Sales Act or any
comparable statute in any other applicable jurisdiction. 
 4.6 Litigation. 

There is no action, suit, proceeding or arbitration (whether or not purportedly on behalf of the Borrower or any of its Subsidiaries)
pending or, to the best knowledge of the Borrower, threatened against or affecting any Loan Party which could reasonably be expected to have a Material Adverse Effect. No Loan Party is in default with respect to any final judgment, writ, injunction,
decree, rule or regulation of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which default would have a Material Adverse Effect. 

4.7 No Default. 
 No event has occurred and is continuing that is a Default or an Event of Default. 

4.8 Title to Properties. 
 Each of the Loan Parties has good and marketable fee title, or title insurable by a reputable and nationally recognized title insurance company, to the Real Estate owned by it, and to all the other assets
owned by it and either reflected on the balance sheet and related notes and schedules most recently delivered by the Borrower to the Lenders (the “Recent Balance Sheet”) or acquired by it after the date of that balance sheet and prior to
the date hereof, except for those properties and assets which have been disposed of since the date of the Recent Balance Sheet or which no longer are used or useful in the conduct of its business and properties and assets the absence of which would
not have a Material Adverse Effect. All such Real Estate and other assets owned by the Loan Parties are free and clear of all mortgages, Liens, charges and other encumbrances (other than Permitted Liens), except (i) in the case of Real Estate,
as reflected on title insurance policies insuring the interest of the applicable Loan Party in the Real Estate or in title insurance binders issued with respect to the Real Estate (some of which title insurance binders have expired but were valid at
the time of acquisition of the relevant Real Estate), and (ii) as reflected in the Recent Balance Sheet. 

  
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 4.9 Tax Liability. 

There have been filed all federal, state and local tax returns with respect to the operations of the Loan Parties which are required to
be filed, except where extensions of time to make those filings have been granted by the appropriate taxing authorities and the extensions have not expired or where failure to file would not have a Material Adverse Effect. The Loan Parties have paid
or caused to be paid to the appropriate taxing authorities all taxes as shown on those returns and on any assessment received by any of them, to the extent that those taxes have become due, except for taxes the failure to pay which do not violate
the provisions of this Agreement. 
 4.10 Regulations U and X; Investment Company Act. 

(a) Neither the Borrower nor any other Loan Party is engaged principally, or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying any margin stock (within the meaning of Regulation U or Regulation X). Margin stock (as defined in Regulation U) constitutes less than 25% of those assets of the Loan Parties which are
subject to any limitation on sale, pledge, or other restriction hereunder. 
 (b) No part of the proceeds of any of the Loans
will be used to purchase or carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock. If requested by the Lenders, the Borrower shall furnish to the Lenders a statement in conformity
with the requirements of Federal Reserve Form U-1 referred to in Regulation U. No part of the proceeds of the Loans will be used for any purpose that violates, or which is inconsistent with, the provisions of Regulation X. 

(c) No Loan Party is an “investment company” or a company “controlled” by an “investment company” within
the meaning of the Investment Company Act of 1940, as amended. 
 4.11 Pension Plan. 

Neither the Borrower nor any other Loan Party is executing or delivering any of the Loan Documents or entering into any of the
transactions contemplated hereby, directly or indirectly, in connection with any arrangement or understanding in any respect involving any “employee benefit plan” with respect to which the Borrower or any other Loan Party is a “party
in interest” within the meaning of the Employee Retirement Income Security Act of 1974, or a “disqualified person”, within the meaning of the Code. No Unfunded Liabilities exist with respect to any Plans except as would not have a
Material Adverse Effect. Each Plan complies in all material respects with all applicable requirements of law and regulations, no Reportable Event has occurred with respect to any Plan, neither the Borrower nor any other Loan Party nor any other
members of the Controlled Group has withdrawn from any Plan or initiated steps to do so, and no steps have been taken to reorganize or terminate any Plan. 
 4.12 Subsidiaries; Joint Ventures. 
 As of the date hereof, Schedule 4.12
contains a complete and accurate list of (a) all Subsidiaries of the Borrower, including, with respect to each Subsidiary, (i) its state of incorporation and (ii) the number and percentage of its shares owned by the Borrower and/or by
any other Subsidiary, and (b) each Joint Venture, including, with respect to each such Joint Venture, (i) its jurisdiction of organization and (ii) the number and percentage of its shares owned by the Borrower and/or by any other
Subsidiary. All the outstanding shares of Capital Stock of each Subsidiary of the Borrower are validly issued, fully paid and nonassessable, except as otherwise provided by state wage claim laws of general applicability. All of the outstanding
shares of Capital Stock of each Subsidiary owned by the Borrower or another Subsidiary as specified in Schedule 4.12 are owned free and clear of all Liens, security interests, equity or other beneficial interests, charges and encumbrances of any
kind whatsoever, except for Permitted Liens. Neither the Borrower nor any other Loan Party owns of record or beneficially any shares of the Capital Stock or other equity interests of any Subsidiary that is not a Guarantor, except Non-Guarantor
Subsidiaries. 

  
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 4.13 Environmental Compliance. 

To the best of the Borrower’s knowledge and belief, no Hazardous Substances in material violation of any Environmental Laws are
present upon any of the Real Estate owned by any Loan Party or any Real Estate which is encumbered by any Mortgage held by any Loan Party, and neither the Borrower nor any other Loan Party has received any notice to the effect that any of the Real
Estate owned by the Borrower or any other Loan Party or any of their respective operations are not in compliance with any of the requirements of applicable Environmental Laws or are the subject of any federal or state investigation evaluating
whether any remedial action is needed to respond to a release of any Hazardous Substance into the environment which non-compliance or remedial action could be reasonably expected to have a Material Adverse Effect. 

4.14 No Misrepresentation. 
 The certificates, schedules, exhibits, reports and other documents provided or to be provided by any Loan Party in connection with the transactions contemplated hereby or thereby (including, without
limitation, the negotiation of and compliance with the Loan Documents), taken as a whole, do not contain or will not contain a misstatement of a material fact or omit to state a material fact required to be stated therein in order to make the
statements contained therein, in the light of the circumstances under which made, not misleading. 
 4.15 Solvent.

 Borrower and its Subsidiaries on a consolidated basis are Solvent. 

4.16 Foreign Direct Investment Regulations. 
 Neither the making of the Loans or advances of credit nor the repayment thereof nor any other transaction contemplated hereby will involve or constitute a violation by any Loan Party of any provision of
the Foreign Direct Investment Regulations of the United States Department of Commerce or of any license, ruling, order, or direction of the Secretary of Commerce thereunder. 
 4.17 Relationship of the Loan Parties. 
 The Loan Parties are engaged as an
integrated group in the business of owning, developing and selling Real Estate and of providing the required services, credit and other facilities for those integrated operations. The Loan Parties require financing on such a basis that funds can be
made available from time to time to such entities, to the extent required for the continued successful operation of their integrated operations. The Loans and other advances of credit to be made to the Borrower under this Agreement are for the
purpose of financing the integrated operations of the Loan Parties, and the Loan Parties expect to derive benefit, directly or indirectly, from the Loans and other advances, both individually and as a member of the integrated group, since the
financial success of the operations of the Loan Parties is dependent upon the continued successful performance of the integrated group as a whole. 
 4.18 Insurance. 
 The properties of the Loan Parties are insured with
financially sound and reputable insurance companies, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Loan
Parties operate. 

  
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 4.19 Foreign Asset Control Regulations. 

Neither the execution and delivery of the Loan Documents by Borrower or any other Loan Party nor the use of the proceeds by the Borrower
of any Loan or any extension of credit, will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or the
Anti-Terrorism Order or any enabling legislation or executive order relating to any of the same. Without limiting the generality of the foregoing, none of the Borrower, any Loan Party nor any of their respective Subsidiaries (a) are or will
become a blocked person described in Section 1 of the Anti-Terrorism Order or (b) to Borrower’s knowledge, engage or will engage in any dealings or transactions or be otherwise associated with any such blocked person. 

SECTION 5. CONDITIONS PRECEDENT 
 5.1 Conditions to Initial Extension of Credit. 
 The agreement of each
Lender to make the initial extension of credit requested to be made by it is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the Closing Date, of the following conditions precedent: 

(a) Credit Agreement; Guarantee and Notes. The Administrative Agent shall have received (i) this Agreement, executed and
delivered by the Borrower and each Lender listed on Schedule 1.1A, which shall be in full force and effect, (ii) the Guarantee Agreement, executed and delivered by each Guarantor, which shall be in full force and effect, and (iii) a
Note payable to the order of each Lender that shall have requested a Note in accordance with this Agreement (which Lenders as of the Closing Date are identified on Schedule 5.1 attached hereto) and the Swing Line Note payable to the Swing
Line Bank, which shall be in full force and effect. 
 (b) Financial Statements. The Lenders shall have received filed
form 10-Q for the Borrower and its Subsidiaries for the fiscal quarter ended February 29, 2012 (which financial statement shall be deemed delivered when filed with the SEC). 

(c) Fees. The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses of the
Administrative Agent for which invoices have been presented by 12:00 Noon, New York City time at least two (2) Business Days prior to the Closing Date (including the reasonable fees and expenses of legal counsel to the Administrative Agent) on
or before the Closing Date. 
 (d) Closing Certificate; Certified Certificate of Incorporation; Good Standing
Certificates. The following supporting documents with respect to the Borrower and certain other Loan Parties: (i) a copy of its certificate or articles of incorporation or formation or certificate of limited partnership (as applicable)
certified as of a date reasonably close to the Closing Date to be a true and accurate copy by the Secretary of State of its state of incorporation or formation; (ii) a certificate of that Secretary of State, dated as of a date reasonably close
to the Closing Date, as to its existence and (if available) good standing; (iii) a certificate of the Secretary of State of each jurisdiction, other than its state of incorporation, in which it does business, as to its qualification as a
foreign corporation; (iv) a copy of its by-laws, partnership agreement or operating agreement (as applicable), certified by its secretary or assistant secretary, general partner, manager or other appropriate Person (as applicable) to be a true
and accurate copy of its by-laws, partnership agreement or operating agreement (as applicable) in effect on the Closing Date; (v) a certificate of its secretary or 

  
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assistant secretary, general partner, manager or other appropriate Person (as applicable), as to the incumbency and signatures of its officers or other Persons who have executed any documents on
behalf of such Loan Party in connection with the transactions contemplated by this Agreement; (vi) a copy of resolutions of its Board of Directors, certified by its secretary or assistant secretary to be a true and accurate copy of resolutions
duly adopted by such Board of Directors, or other appropriate resolutions or consents of, its partners or members certified by its general partner or manager (as applicable) to be true and correct copies thereof duly adopted, approved or otherwise
delivered by its partners or members (to the extent necessary and applicable), each of which is certified to be in full force and effect on the Closing Date, authorizing the execution and delivery by it of this Agreement and any Notes, Guarantee
Agreement and other Loan Documents delivered on the Closing Date to which it is a party and the performance by it of all its obligations thereunder; and (vii) such additional supporting documents and other information with respect to its
operations and affairs as the Administrative Agent may reasonably request. 
 (e) Legal Opinions. The Administrative
Agent shall have received a favorable legal opinion of Clifford Chance LLP, counsel to the Borrower and its Subsidiaries, substantially in the form of Exhibit F-1, and a favorable legal opinion from Borrower’s internal counsel,
substantially in the form of Exhibit F-2. Such legal opinions shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require. 

(f) Representations and Warranties; No Defaults. Certificates signed by a duly authorized officer of the Borrower stating that:
(i) the representations and warranties of the Borrower contained in Section 4 hereof are correct and accurate on and as of the Closing Date as though made on and as of the Closing Date and (ii) no event has occurred and is
continuing which constitutes an Event of Default or Default hereunder as of the Closing Date, or after giving effect to any extension of credit on the Closing Date. 
 (g) Compliance Certificate. Delivery of a Compliance Certificate, substantially in the form of Exhibit B, as of the date of the most recent financial statements of Borrower. 

(h) Additional Documents. Such other documents as the Administrative Agent, its counsel or any Lender may reasonably request.

 5.2 Conditions to Each Extension of Credit. 

The agreement of each Lender to make any extension of credit requested to be made by it on any date (including its initial extension of
credit) is subject to the satisfaction of the following conditions precedent: 
 (a) Borrowing Request. The
Administrative Agent shall have received notice of Borrower’s request for Revolving Loan as provided in Section 2.2, Swingline Loan as provided in Section 2.3 or Letter of Credit request as provided in
Section 3.2. 
 (b) Representations and Warranties. Each of the representations and warranties made by any
Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, provided if any such representations and warranties are expressly made only as of a prior
date, such representations and warranties shall be true as of such prior date. 
 (c) No Default. No Default or Event of
Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date. 

  
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 (d) Commitment. After giving effect to such Loan or Letter of Credit, (i) the
L/C Obligations shall not exceed the L/C Commitment and (ii) the aggregate outstanding principal amount of Loans shall not exceed the portion of the Total Commitments available for Loans. 

Each borrowing by and issuance of a Letter of Credit on behalf of the Borrower hereunder shall constitute a representation and warranty by the Borrower
as of the date of such extension of credit that the conditions contained in this Section 5.2 have been satisfied. 

SECTION 6. AFFIRMATIVE COVENANTS 
 Borrower hereby agrees that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount (other than contingent obligations such as indemnities or
increased costs) is owing to any Lender or the Administrative Agent hereunder, Borrower shall and shall cause each Loan Party to: 
 6.1 Reporting Requirements. 
 Borrower shall maintain a standard system of
accounting established and administered in accordance with GAAP and shall cause to be delivered to the Administrative Agent (for prompt distribution by the Administrative Agent to Lenders): 

(a) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a consolidated balance
sheet of the Borrower and its Subsidiaries as of the end of that fiscal year and the related consolidated statements of earnings, stockholders’ equity and cash flows for that fiscal year, all with accompanying notes and schedules, prepared in
accordance with GAAP consistently applied and audited and reported upon by Deloitte & Touche or another firm of independent certified public accountants of similar recognized standing selected by the Borrower and acceptable to the
Administrative Agent (such audit report shall not be qualified by “going concern” or as to scope); the financial statements filed with or furnished to the SEC by the Borrower (and which are available online) shall be deemed to have been
provided by the Borrower under this reporting requirement; 
 (b) as soon as available and in any event within 60 days after
the end of each of the first three quarters, of each fiscal year of the Borrower (commencing with the fiscal quarter ending February 29, 2012), a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of that quarter, and
the related consolidated statement of earnings and cash flows of the Borrower and its Subsidiaries for the period from the beginning of the fiscal year to the end of that quarter, all prepared in accordance with GAAP consistently applied, unaudited
but certified by an Authorized Financial Officer to fairly represent in all material respects the consolidated financial position of Borrower and its Subsidiaries as at the dates specified therein and the consolidated results of operations and cash
flows for the periods then ended, all in conformity with GAAP; the financial statements filed with or furnished to the SEC by the Borrower (and which are available online) shall be deemed to have been provided by the Borrower under this reporting
requirement; 
 (c) within 120 days after the end of each fiscal year of the Borrower, a letter signed by that firm of
independent certified public accountants to the effect that, during the course of their examination, nothing came to their attention which caused them to believe that any Event of Default has occurred, or if such Event of Default has occurred,
specifying the facts with respect thereto; 
 (d) within 120 days after the beginning of each fiscal year of the Borrower
commencing on or after 2013, a projection, in reasonable detail and in form and substance satisfactory to the Administrative Agent, on a quarterly basis, of the cash flow, earnings and the balance sheet of the Borrower and its Subsidiaries for that
fiscal year, accompanied by assumptions used; 

  
 42 









 (e) promptly upon becoming available, copies of all financial statements, reports, notices
and proxy statements sent by the Borrower to its stockholders, and of all regular and periodic reports and other material (including copies of all registration statements and reports under the Securities Act of 1933, as amended (the
“Securities Act”), and the Securities Exchange Act of 1934, as amended) filed by the Borrower with or furnished to any securities exchange or any governmental authority or commission, except material filed with or furnished to
governmental authorities or commissions relating to the development of Real Estate in the ordinary course of the business of the Loan Parties and which does not relate to or disclose any Material Adverse Effect; the reports and financial statements
filed with or furnished to the SEC by the Borrower (and which are available online) shall be deemed to have been provided by the Borrower under these reporting requirements; 
 (f) as soon as available and in any event within 60 days after the end of each of the first three quarters, and within 120 days after the end of the fourth quarter, of each fiscal year for the 10 largest
homebuilding unconsolidated Joint Ventures, financial information in the form represented in the quarterly financial statements filed with the SEC for the fiscal quarter ending February 29, 2012, and if the foregoing information is provided in
such quarterly and annual financial statements filed with the SEC, such filings shall be sufficient to satisfy this requirement; 
 (g) within 60 days after the end of each of the Borrower’s first three fiscal quarters, and within 120 days after the end of each of the Borrower’s fiscal years (commencing with the fiscal
quarter ending February 29, 2012 and fiscal year ending November 30, 2012), a Compliance Certificate, including (i) calculations (in reasonable detail) and other information, if any, required to indicate whether Borrower is in
compliance, as of the last day of such quarterly or annual period, as the case may be, with Sections 7.1 and 7.6 and (ii) a statement, from the relevant signatories that, having read this Agreement, and based upon an examination
which they deemed sufficient to enable them to make an informed statement, there does not exist any Event of Default or Default, or if such Event of Default or Default has occurred, specifying the facts with respect thereto; 

(h) as soon as possible and in any event within 30 days after the Borrower knows that any Reportable Event has occurred with respect to
any Plan, a statement, signed by a Responsible Officer of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto; 

(i) as soon as possible and in any event within 10 days after receipt thereof by the Borrower or any other Loan Party, a copy of
(i) any notice or claim to the effect that the Borrower or any other Loan Party is or may be liable to any Person as a result of the release by the Borrower, any other Loan Party, or any other Person of any Hazardous Substance into the
environment, and (ii) any notice alleging any violation of any Environmental law or any federal, state or local health or safety law or regulation by the Borrower or any other Loan Party, which, in either case, could reasonably be expected to
have a Material Adverse Effect; 
 (j) within 60 days after the end of each of the Borrower’s first three fiscal quarters,
and within 120 days after the end of each of the Borrower’s fiscal years (commencing with the fiscal quarter ending February 29, 2012 and fiscal year ending November 30, 2012), in which there occurred an event that requires a
Subsidiary that is not then a Guarantor to become a Guarantor under this Agreement (as described in Section 6.7 below) (or at any time that the Borrower may elect to cause any other Subsidiary to be a Guarantor), the Borrower shall
deliver to the Administrative Agent (i) a Supplemental Guaranty, substantially in the form provided for in the Guarantee Agreement, executed by a duly authorized officer of 

  
 43 









 
such Subsidiary; (ii) a copy of the certificate of incorporation or other organizational document of such Subsidiary, certified by the secretary of state or other official of the state or
other jurisdiction of its incorporation; and (iii) representations and warranties from Borrower regarding such Guarantor’s formation, authority, execution, delivery, non-contravention and enforceability of the Supplemental Guaranty as are
delivered by the Borrower and Loan Parties at the Closing Date; and 
 (k) such supplements to the aforementioned documents and
additional information and reports as the Administrative Agent or any Lender may from time to time reasonably require, subject in each case to any existing confidentiality agreements binding on any Loan Party. 

6.2 Payment of Taxes and Other Potential Liens. 
 Pay and discharge or cause to be paid and discharged promptly all taxes, assessments and governmental charges or levies imposed upon any Loan Party or upon any of their respective incomes or receipts or
upon any of their respective properties before the same shall become in default or past due, as well as all lawful claims for labor, materials and supplies or otherwise which, if unpaid, might result in the imposition of a Lien or charge upon such
properties or any part thereof; provided, however, that it shall not constitute a violation of the provisions of this provision if any Loan Party shall fail to perform any such obligation or to pay any such debt (except for obligations for
money borrowed), tax, assessment, governmental charge or levy or claim for labor, materials or supplies which is being contested in good faith, by proper proceedings diligently pursued, and as to which adequate reserves have been provided.

 6.3 Preservation of Existence. 
 Do or cause to be done all things or proceed with due diligence with any actions or courses of action which may be necessary to preserve and keep in full force and effect its existence under the laws of
their respective states of incorporation or formation and all qualifications or licenses in jurisdictions in which such qualification or licensing is required for the conduct of its business or in which the Lenders shall request such qualification
(except omissions that would not have a Material Adverse Effect); provided, however, that nothing herein shall be deemed to prohibit (a) a Loan Party from merging into or consolidating with any other Loan Party or any other Subsidiary of
the Borrower; provided (i) the Borrower is the surviving entity in the case of a merger involving the Borrower and (ii) the surviving entity in the case of a merger involving a Loan Party and a Subsidiary that is not a Loan Party
is, or upon such merger becomes, a Loan Party or (b) a Subsidiary that is not a Loan Party from merging into or consolidating with any other Subsidiary that is not a Loan Party. The Borrower will, and will cause each other Loan Party to, carry
on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted and ancillary and complementary business thereto and maintain all requisite authority to conduct its
business in each jurisdiction in which its business is conducted (except omissions that would not have a Material Adverse Effect). The primary business of the Borrower and each other Loan Party shall at all times be the acquisition, development and
sale of real estate assets and ancillary and complementary business thereto. 
 6.4 Maintenance of Properties.

 Maintain all its properties and assets in good working order and condition and make all necessary repairs, renewals and
replacements thereof so that its business carried on in connection therewith may be properly conducted at all times; and maintain or require to be maintained (a) adequate insurance, by financially sound and reputable insurers, on all properties
of the Loan Parties which are of character usually insured by Persons engaged in the same or a similar business (including, without limitation, all Real Estate encumbered by mortgages securing mortgage loans made by any Loan Party, to the extent
normally required by prudent mortgagees, and all Real Estate which is subject of an equity investment by any Loan 

  
 44 









 
Party, to the extent normally carried by prudent builder-developers) against loss or damage resulting from fire, defects in title or other risks insured against by extended coverage and of the
kind customarily insured against by those Persons, (b) adequate public liability insurance against tort claims which may be incurred by any Loan Party, and (c) such other insurance as may be required by law. Upon the request of the
Administrative Agent, the Borrower will furnish to the Lenders full information as to the insurance carried. Notwithstanding the foregoing provisions of this section, the Borrower shall be permitted to self-insure against all property and casualty
risks associated with its construction of dwelling units up to a maximum aggregate construction exposure for any project or development not to exceed at any time ten percent (10%) of Consolidated Tangible Net Worth. 

6.5 Access to Premises and Books. 
 At all reasonable times and as often as any Lender may reasonably request, permit authorized representatives and agents (including accountants) designated by that Lender to (a) have access to the
premises of the Borrower and each other Loan Party and to their respective corporate books and financial records, and all other records relating to their respective operations and procedures, (b) make copies of or excerpts from those books and
records and (c) upon reasonable notice to the Borrower, discuss the respective affairs, finances and operations of the Loan Parties with, and to be advised as to the same by, their respective officers and directors. 

6.6 Notices. 
 Give prompt written notice to the Administrative Agent of (a) any proceeding instituted by or against the Borrower or any other Loan Party in any federal or state court or before any commission or
other regulatory body, federal, state or local, or any such proceedings threatened against the Borrower or any other Loan Party in writing by any federal, state or other governmental agency, in each case which would have a Material Adverse Effect,
and (b) any other Event which could reasonably be expected to lead to or result in a Material Adverse Effect, or which, with or without the giving of notice or the passage of time or both, would constitute an Event of Default. 

6.7 Addition and Removal of Guarantors. 
 Give the Administrative Agent written notice of (a) the formation or acquisition of any Material Subsidiary, (b) the increase of the Net Worth of any Subsidiary that is not a Guarantor (other
than a Mortgage Banking Subsidiary, Rialto Subsidiary or Designated Subsidiary) that results in such Subsidiary becoming a Material Subsidiary or (c) the increase in the aggregate Net Worth of all Subsidiaries (other than Mortgage Banking
Subsidiaries, Rialto Subsidiaries or Designated Subsidiaries) that are not Guarantors to an amount in excess of $75,000,000, in each case not later than ninety (90) days after such occurrence. In the case of an event described in clause
(a) or (b) above, such Material Subsidiary shall be required to become a Guarantor and, in the case of an event described in clause (c) above, the applicable Subsidiary or Subsidiaries selected by the Borrower
necessary to satisfy the requirements of the proviso contained in the definition of “Material Subsidiary” shall be required to become Guarantors, provided, however, that the Borrower may elect to cause a Subsidiary that is not
required to be a Guarantor to become a Guarantor. Notwithstanding anything to the contrary, if at any time or from time to time any event results in a Change in Status of a Guarantor, the Borrower shall deliver notice thereof to the Administrative
Agent, including a reasonably detailed description of the Change in Status and a statement of the effective date of the Change in Status. Such notice shall be delivered no later than 60 days after the end of the fiscal quarter during which such
Change in Status occurs; provided, however, that with respect to any Change in Status occurring during the last quarter of Borrower’s fiscal year, such notice shall be delivered no later than 120 days after the end of such final
fiscal quarter. Each Change in Status event shall be effective as of the effective date of such Change in Status, automatically, without any further action by any party to this 

  
 45 









 
Agreement, and the Subsidiary that is subject to such Change in Status shall no longer be a Guarantor. In connection with each Change in Status, the Administrative Agent, on behalf of Lenders,
shall promptly following receipt of written notice of Change in Status, execute and deliver to the Borrower a written confirmation of such Change in Status. Notwithstanding any other provision herein, any Guarantor may be released from its Guarantee
Agreement with the consent of the Required Lenders. 
 6.8 Compliance with Laws and Other Requirements. 

Promptly and fully, comply with, conform to and obey all present and future laws, ordinances, rules, regulations, orders, writs,
judgments, injunctions, decrees, awards and all other legal requirements applicable to the Loan Parties and their respective properties, including, without limitation, Regulation Z of the Board of Governors of the Federal Reserve System, the Federal
Interstate Land Sales Full Disclosure Act, ERISA, the Florida Land Sales Act or any similar statute in any applicable jurisdiction, the violation of which would have a Material Adverse Effect on any Loan Party. 

6.9 Use of Proceeds. 
 Use and cause to be used the proceeds of the Loans for working capital and general corporate purposes including acquisitions. 
 SECTION 7. NEGATIVE COVENANTS 
 Borrower hereby agrees that, so long as the
Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount (other than contingent obligations such as indemnities and increased costs) is owing to any Lender or the Administrative Agent hereunder: 

7.1 Financial Condition Covenants. Borrower shall not, 
 (a) Maximum Leverage Ratio. as of the end of each fiscal quarter, permit the Leverage Ratio to exceed the ratio set forth below opposite such period below: 

 

							
	 	 	 Fiscal Quarter Ending
	 	 Maximum
Leverage Ratio
	 	 
				
		 	 From the Closing Date
 through May 31, 2013
	 	67%	 	
				
		 	 From June 1, 2013
 through May 31, 2014
	 	65%	 	
				
		 	 From June 1, 2014
 through the Maturity Date
	 	60%	 	

 (b) Interest Coverage/Liquidity Test. as of the end of each fiscal quarter, fail to maintain
either (i) Liquidity in an amount equal to or greater than 1.00x Consolidated Interest Incurred for the last twelve months then ended or (ii) an Interest Coverage Ratio of equal to or greater than 1.50:1.00 for the last twelve months then
ended. 

  
 46 









 (c) Minimum Net Worth Test. as of the end of each fiscal quarter, fail to maintain
minimum Consolidated Tangible Net Worth of at least the sum of (i) $1,459,657,000 plus (ii) the sum of (A) 50% of the cumulative Consolidated Net Income, from February 29, 2012, if positive, plus (B) 50% of the net cash
proceeds from any equity offerings of Borrower from and after February 29, 2012. 
 7.2 Liens and Encumbrances.

 Borrower shall not, nor shall it permit any other Loan Party to, grant or suffer or permit to exist any Liens on any of its
rights, properties or assets other than Permitted Liens. 
 7.3 Limitation on Fundamental Changes. 

Borrower shall not, nor shall it permit any other Loan Party to, do any of the following: 

(a) sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of
the assets (whether now owned or hereafter acquired) of the Loan Parties (on a consolidated basis) except for the sale of inventory in the ordinary course of business; 
 (b) merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; 
 (c) dissolve, liquidate or wind up its business by operation of law or otherwise; or 
 (d) distribute to the stockholders of the Borrower any Securities of any Subsidiary that is a Guarantor; 
 provided, however, that any Subsidiary or any other Person may merge into or consolidate with or may dissolve and liquidate into a Loan Party and any Subsidiary that is not a Loan Party may merge into or
consolidate with or may dissolve and liquidate into another Subsidiary that is not a Loan Party, if (and only if), (1) in the case of a merger or consolidation involving a Loan Party other than the Borrower, the surviving Person is, or upon
such merger or consolidation becomes, a Loan Party, (2) in the case of a merger or consolidation involving the Borrower, the Borrower is the surviving Person, (3) the character of the business of the Borrower and the Subsidiaries on a
consolidated basis will not be materially changed by such occurrence, and (4) such occurrence shall not constitute or give rise to an Event of Default. 
 Nothing contained in this Section 7.3, however, shall restrict (i) any sale of assets among the Borrower and its Subsidiaries which is in the ordinary course of business or is otherwise
in compliance with all other provisions of this Agreement or (ii) any sale, assignment, lease or other disposition of one or more Non-Guarantor Subsidiaries together with any asset or property ancillary or incidental to such disposition.

 7.4 Permitted Investments. 
 Borrower shall not, nor shall it permit any Ratio Subsidiary to, make any Investment or otherwise acquire any interest in any Person, except: 

(a) Investments in or loans or advances to (i) Borrower, (ii) Joint Ventures or partners in Joint Ventures to which the
Borrower or a Subsidiary is a party, (iii) Subsidiaries, and (iv) any Person which would become a Subsidiary or Joint Venture upon the making of such investment; 
 (b) temporary cash Investments (including Permitted Investments); 

  
 47 









 (c) Investments in mortgages, receivables, other securities or ownership interests, loans
or advances made in connection with a strategy to acquire land or other homebuilding assets through foreclosure or other exercise of remedies; 
 (d) receivables owing to Borrower or any Guarantor if created or acquired in the ordinary course of business; 
 (e) Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;

 (f) lease, utility and other similar deposits in the ordinary course of business; 

(g) Investments made by Borrower or any Guarantor for consideration consisting only of common equity interests; 

(h) Investments or securities received in settlement of debts owing to Borrower or any Guarantor in the ordinary course of business;

 (i) Investments outstanding on the Closing Date, as set forth on Schedule 7.4; 

(j) loans to directors, officers, employees, agents, customers or suppliers in the ordinary course of business not to exceed $10,000,000
in the aggregate at any time outstanding; 
 (k) Investments in Persons engaged in businesses other than single-family
homebuilding and the acquisition of land for single-family homebuilding (including the acquisition of land through the acquisition and foreclosure of liens on such land) at any time outstanding not to exceed ten percent (10%) of Consolidated
Tangible Net Worth as of the most recently ended fiscal quarter of the Borrower; and 
 (l) other Investments in the aggregate
amount not to exceed $25,000,000 at any time outstanding (with each Investment being valued as of the date made without subsequent regard to change in value). 
 7.5 No Margin Stock. 
 Borrower shall not, nor shall it permit any Loan
Party to, use any of the proceeds of the Loans to purchase or carry any “margin stock” (as defined in Regulation U). 

7.6 Mortgage Banking Subsidiaries’ Capital Ratio. 
 Borrower shall not permit the ratio of the combined total Indebtedness of the Mortgage Banking Subsidiaries to the aggregate Net Worth of the Mortgage Banking Subsidiaries to exceed, at any time, twelve
(12) to one (1). 
 7.7 Prepayment of Indebtedness. 

If a Default has occurred and is continuing or an acceleration of the indebtedness under this Agreement has occurred, Borrower shall not
voluntarily prepay, or permit any Guarantor voluntarily to prepay, the principal amount, in whole or in part, of any indebtedness other than (a) indebtedness owed to each Lender hereunder or under some other agreement between Borrower and such
Lender, (b)

  
 48 









 
indebtedness which ranks pari passu with the indebtedness incurred under this Agreement which is or becomes due and owing whether by reason of acceleration or otherwise and (c) indebtedness
which is exchanged for, or converted into, Capital Stock (or securities to acquire Capital Stock) of any Loan Party. 
 7.8
Pension Plan. 
 Borrower shall not, nor shall it permit any other Loan Party to, enter into, maintain or make
contributions to, or permit any Subsidiary to enter into, maintain or make contributions to, directly or indirectly, any plan that is subject to Title IV of ERISA, except for defined benefit pension plans of any Persons formed or acquired,
directly or indirectly, by Borrower or any Subsidiary as permitted under this Agreement, or as may otherwise comply with the terms of Section 4.11. 
 7.9 Transactions with Affiliates. 
 Borrower shall not, not shall it
permit any other Loan Party to, enter into any transaction (including, without limitation, the purchase or sale of any property or service) with, or make any payment or transfer to, any Affiliate (or permit any Loan Party to do any of the
foregoing), except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower’s or a Loan Party’s business and upon fair and reasonable terms no less favorable to the Borrower or such Loan Party than the
Borrower or such Loan Party would obtain in a comparable arms’-length transaction. 
 7.10 Foreign Assets Control
Regulations. 
 The Borrower shall not use or permit the direct use of the proceeds of any Loan or any extension of credit
in any manner that will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or the Anti-Terrorism Order or any
enabling legislation or executive order relating to any of the same. Without limiting the foregoing, neither the Borrower nor any other Loan Party will permit itself nor any of its Subsidiaries to (a) become a blocked person described in
Section 1 of the Anti-Terrorism Order or (b) engage in any dealings or transactions or be otherwise associated with any person who is a blocked person after the Borrower or any other Loan Party acquires knowledge that such person is a
blocked person. 
 SECTION 8. EVENTS OF DEFAULT; REMEDIES 

If any of the following events shall occur and be continuing: 
 (a) the Borrower shall fail to pay any principal of any Loan or Reimbursement Obligation when due in accordance with the terms hereof; or the Borrower shall fail to pay any interest on any Loan or
Reimbursement Obligation or any fees hereunder within five (5) Business Days after any such interest or fees becomes due in accordance with the terms hereof; or the Borrower shall fail to pay any other amount payable hereunder or under any
other Loan Document, within five (5) Business Days after notice that such other amount became due; or 
 (b) any
representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this
Agreement or any such other Loan Document when made which shall be false or misleading when made if the same has a Material Adverse Effect; or 
 (c) any Loan Party shall default in the observance or performance of any other covenant contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (b) of
this Section 8), and such default shall continue unremedied for a period of thirty (30) days after the Borrower has knowledge of such violation or should have known such violation exists; or 

  
 49 









 (d) any Loan Party shall default in making any payment of any principal of any
Indebtedness (including any Contingent Obligation, but excluding the Loans and Non-Recourse Indebtedness) beyond any applicable period of grace, or default shall be made with respect to the performance of any other obligation incurred in connection
with any such Indebtedness or Contingent Obligations beyond any applicable period of grace, and such Indebtedness or Contingent Obligation equals or exceeds $50,000,000, and the effect of any of the foregoing defaults described in this
Section 8(d) is to accelerate the maturity of such Indebtedness or Contingent Obligation or to cause such Indebtedness or Contingent Obligation to become due prior to its stated maturity, or any such Indebtedness or Contingent Obligation
shall not be paid when due and such default shall not have been remedied or cured by such Loan Party or waived by the obligee; or 
 (e)(i) Borrower or any Significant Subsidiary shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets;
or (ii) there shall be commenced against Borrower or any Significant Subsidiary any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such
adjudication or appointment or (B) remains undismissed or undischarged for a period of 60 days; or (iii) there shall be commenced against Borrower or any Significant Subsidiary any case, proceeding or other action seeking issuance of a
warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending
appeal within 60 days from the entry thereof; or (iv) Borrower or any Significant Subsidiary shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii),
or (iii) above; or (v) Borrower or any Significant Subsidiary shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or (vi) or Borrower or any Significant Subsidiary
shall make a general assignment for the benefit of its creditors; or 
 (f) one or more final non-appealable judgments or
decrees shall be entered against any Loan Party involving in the aggregate a liability of more than $25,000,000, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry
thereof; or 
 (g) any Loan Party shall be the subject of any proceeding or investigation pertaining to the release by any Loan
Party, any of its Subsidiaries or any other Person of any Hazardous Substance into the environment, or any violation of any Environmental Law or any federal, state or local health or safety law or regulation, which, in either case, could reasonably
be expected to have a Material Adverse Effect; or 
 (h) the guarantee contained in Section 1 of the Guarantee Agreement
shall cease, for any reason, to be in full force and effect or any Loan Party or any Affiliate of any Loan Party shall so assert (excluding release of any Loan Party in accordance with the Loan Documents); or 

(i) there shall occur any Change of Control of the Borrower; 
 then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (e) above with respect to the Borrower, automatically the Commitments
shall immediately 

  
 50 









 
terminate and the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the
beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following
actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Commitments to be terminated
forthwith, whereupon the Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the
Borrower, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of
Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable. With respect to all Letters of Credit with respect to which presentment for honor shall not
have occurred at the time of an acceleration pursuant to this paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of
such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have
expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement
Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or
such other Person as may be lawfully entitled thereto). Except as expressly provided above in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrower. 

On and after the occurrence of an Event of Default, the Administrative Agent shall apply all payments in respect of any Obligations in
the following order: (i) first, to pay Obligations in respect of (A) any fees, expenses, reimbursements or indemnities then due to the Administrative Agent, (B) any fees (other than commitment fees and Letter of Credit fees),
expenses, reimbursements or indemnities then due to the Lenders and Issuing Lenders and (C) to pay commitment fees, Letter of Credit fees and interest due in respect of Loans and Letters of Credit; (ii) second to the ratable payment or
prepayment of principal outstanding on Loans and Letters of Credit; and (iii) third, to the ratable payment of all other Obligations. On or after the occurrence of an Event of Default, all principal payments in respect of Loans shall be
applied, first, to repay outstanding Swingline Loans, next outstanding ABR Loans and then to repay outstanding Eurodollar Loans, with those that have the earlier expiring Interest Period being repaid prior to those that have later expiring Interest
Periods. The order of priority set forth in this paragraph and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, and the Issuing Lenders as among
themselves. The order of priority set forth in clause (i) may be changed only with the prior written consent of the Administrative Agent and the order of priority of payments in respect of Letters of Credit may be changed only with the
prior written consent of the Issuing Lenders. 

  
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 SECTION 9. THE AGENTS 

9.1 Appointment. 
 Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes
the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative
Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not
have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement
or any other Loan Document or otherwise exist against the Administrative Agent. 
 9.2 Delegation of Duties. 

The Administrative Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in-fact selected by it with
reasonable care. 
 9.3 Exculpatory Provisions. 

Neither Administrative Agent nor any of its officers, directors, employees, agents, advisors, attorneys-in-fact or affiliates shall be
(i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable
decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence, bad faith or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents
under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party
thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this
Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party. 
 9.4 Reliance by
Administrative Agent. 
 The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon
any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy or email message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the
proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of
any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to
take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be
indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting,
or in refraining from acting, under this 

  
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Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders), and such request and any action taken or failure
to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. 
 9.5 Notice of
Default. 
 The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or
Event of Default unless the Administrative Agent has received notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event
that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed
by the Required Lenders (or, if so specified by this Agreement, all Lenders); provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders. 
 9.6 Non-Reliance on Agents and Other Lenders. 
 Each Lender expressly
acknowledges that neither the Agents nor any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by any Agent hereafter taken,
including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agents to any Lender. Each Lender represents to any Agent that it has, independently and
without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the any Agent or any
other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents,
and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business,
operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees,
agents, advisors, attorneys-in-fact or affiliates. 
 9.7 Indemnification. 

The Lenders agree to indemnify each Agent and its officers, directors, employees, affiliates, agents, advisors and controlling persons
(each, an “Agent Indemnitee”) (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Percentage Interests in effect on the date on which
indemnification is sought under this Section 9.7, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time
(whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents
contemplated by or referred to herein or therein or the 

  
 53 









 
transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be
liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction
to have resulted from such Agent Indemnitee’s gross negligence, bad faith or willful misconduct. The agreements in this Section 9.7 shall survive the termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder. 
 9.8 Administrative Agent in Its Individual Capacity. 

Each Agent and its affiliates may make loans to, accept deposits from and generally engage in any kind of business with any Loan Party
as though such Agent were not an Agent. With respect to its Loans made or renewed by it and with respect to any Letter of Credit issued or participated in by it, each Agent shall have the same rights and powers under this Agreement and the other
Loan Documents as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” shall include each Agent in its individual capacity. 

9.9 Successor Administrative Agent. 
 The Administrative Agent may resign as Administrative Agent upon thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under
this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or
Section 8(e) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the
rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties
as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment
as Administrative Agent by the date that is thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the
Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as
Administrative Agent, the provisions of this Section 9 and of Section 10.5 shall continue to inure to its benefit. 
 9.10 Documentation Agents and Syndication Agents. 
 None of the
Documentation Agents nor any of the Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. 
 SECTION 10. MISCELLANEOUS 
 10.1 Amendments and Waivers. 

Neither this Agreement, any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in
accordance with the provisions of this Section 10.1. The Required Lenders and each Loan Party party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party
party to the relevant Loan Document may, from time to time, (a) enter into written amendments, supplements or modifications hereto 

  
 54 









 
and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties
hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or
any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, supplement or modification shall (i) forgive the principal amount or extend the final scheduled date of maturity
of any Loan, reduce the stated rate of any interest or fee payable hereunder (except (x) in connection with the waiver of applicability of any post-default increase in interest rates (which waiver shall be effective with the consent of the
Required Lenders) and (y) that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (i)) or extend the
scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender’s Commitment, in each case without the written consent of each Lender directly affected thereby (except that an increase in the available
portion of any Commitment of any Lender pursuant to Section 2.20 shall not be deemed to constitute an increase of the Commitment of such Lender); (ii) eliminate or reduce the voting rights of any Lender under this
Section 10.1 without the written consent of such Lender; (iii) reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer by the Borrower of any of its rights and obligations under
this Agreement and the other Loan Documents, release all or substantially all of the collateral provided pursuant to this Agreement or release all or substantially all of the Guarantors from their obligations under the Guarantee Agreement, in each
case without the written consent of all Lenders; (iv) amend, modify or waive any provision of Section 2.14 without the written consent of all the Lenders; (v) amend, modify or waive any provision of Section 9 or any
other provision of any Loan Document that affects the Administrative Agent without the written consent of the Administrative Agent; (vi) amend, modify or waive any provision of Section 2.3 or 2.4 without the written consent
of the Swingline Lender; or (vii) amend, modify or waive any provision of Section 3 without the written consent of the Issuing Lender. Any such waiver and any such amendment, supplement or modification shall apply equally to each of
the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their
former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of
Default, or impair any right consequent on a subsequent or other Default or Event of Default. 
 10.2 Notices.

 All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three Business Days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when received,
addressed as follows in the case of Holdings, the Borrower and the Administrative Agent, and as set forth in an administrative questionnaire delivered to the Administrative Agent in the case of the Lenders, or to such other address as may be
hereafter notified by the respective parties hereto: 
  

			
	
Borrower:                       
         
	  	 Lennar Corporation
 700
Northwest 107th Avenue, Suite 400

Miami, Florida 33172

		  	Attention: Bruce Gross, Chief Financial Officer
		  	Telecopy: 305-227-7115
		  	Telephone: 305-229-6428
		  	Email: bruce.gross@lennar.com


  
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		  	with copies to:
		
		  	 Lennar Corporation
 700
Northwest 107th Avenue, Suite 400
 Miami, Florida 33172

		  	Attention: Mark Sustana, General Counsel
		  	Telecopy: 305-229-6650
		  	Telephone: 305-229-6584
		  	Email: mark.sustana@lennar.com
		
		  	and:
		
		  	 Clifford Chance US LLP
 31
West 52nd Street
 New York, New York 10019

		  	Attention: Jay Gavigan, Esq.
		  	Telecopy: 212-878-8375
		  	Telephone: 212-878-8531
		  	Email: jay.gavigan@cliffordchance.com
		
	 Administrative Agent:    
	  	 JPMorgan Chase Bank, N.A.

383 Madison Ave, 24th Floor
 New York, NY
10179

		  	Attention: Kimberly Turner, Executive Director
		  	Telecopy: 212-270-2157
		  	Telephone: 212-622-8177
		  	Email: turner_kimberly@jpmorgan.com
		
		  	with copies to:
		
		  	 Morrison & Foerster LLP

555 W. Fifth Street, Suite 3500
 Los Angeles, CA
90013

		  	Attention: Marc D. Young, Esq.
		  	Telecopy: 213-892-5454
		  	Telephone: 213-892-5659
		  	Email: myoung@mofo.com

 provided that any notice, request or demand to or upon the Administrative Agent or the Lenders shall not be
effective until received. 
 Notices and other communications to the Lenders hereunder may be delivered or furnished by
electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise agreed by the Administrative Agent and the
applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of
such procedures may be limited to particular notices or communications. 

  
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 10.3 No Waiver; Cumulative Remedies. 

No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or
privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of
any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. 

10.4 Survival of Representations and Warranties. 
 All representations and warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution
and delivery of this Agreement and the making of the Loans and other extensions of credit hereunder. 
 10.5 Payment of
Expenses and Taxes. 
 The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable and
documented out-of-pocket costs and expenses incurred in connection with the syndication, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in
connection herewith or therewith, and the administration of the transactions contemplated hereby and thereby, including the reasonable and documented fees and disbursements of counsel to the Administrative Agent and Arrangers and filing and
recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or
such other periodic basis as the Administrative Agent shall deem appropriate (but excluding any taxes or increased costs otherwise excluded in this Agreement including, for the avoidance of doubt, those taxes excluded by Section 2.16(a),
(d) or (e)), (b) to pay or reimburse the Administrative Agent and the Lenders for all their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of
any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of one law firm for the Administrative Agent and the Lenders, (c) to pay, indemnify, and hold each Lender and the
Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes (but excluding any taxes or increased costs otherwise
excluded in this Agreement including, for the avoidance of doubt, those taxes excluded by Section 2.16(a), (d) or (e)), if any, that may be payable or determined to be payable in connection with the execution and
delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other
documents, and (d) to pay, indemnify, and hold each Lender, the Issuing Lenders, the Administrative Agent and the Arrangers and their respective officers, directors, employees, affiliates, agents, advisors and controlling persons (each, an
“Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (but excluding any taxes or increased costs otherwise excluded in this
Agreement including, for the avoidance of doubt, those taxes excluded by Section 2.16(a), (d) or (e)) or disbursements of any kind or nature whatsoever arising from any claim or suit, action or other proceeding
relating to this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law
applicable to the operations of any Loan Party or any of the Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the
foregoing in this 

  
 57 









 
clause (d), collectively, the “Indemnified Liabilities”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified
Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee. Without
limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any
other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or
otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than thirty (30) days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5
shall be submitted to the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this
Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder. 
 10.6 Successors and Assigns; Participations and Assignments. 
 (a) The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of the Issuing Lender that issues any Letter of Credit), except
that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null
and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder(s) to a Competitor without the Borrower’s written consent or (y) otherwise except in accordance with this Section. 

  (b)(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more
Eligible Assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of:

 (A) the Borrower (such consent not to be unreasonably withheld), provided that no consent of the
Borrower shall be required for an assignment to a Lender, an affiliate of a Lender, and Approved Fund, or, if an Event of Default has occurred and is continuing, any other Person; and 

(B) the Administrative Agent (such consent not to be unreasonably withheld), provided that no consent of the
Administrative Agent shall be required for an assignment by a Lender to an affiliate of such Lender. 
 (ii)
Assignments shall be subject to the following additional conditions: 
 (A) except in the case of an assignment
to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, the amount of the Commitments or Loans of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise
consent, provided that (1) no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved
Funds, if any; 

  
 58 









 (B) (1) the parties to each assignment shall execute and deliver to
the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and (2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent; 

(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative
questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective
securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws; and 

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, from and after the effective
date specified in each Assignment and Assumption the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning
Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 10.5). Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in
accordance with paragraph (c) of this Section 10.6. 
 (iv) The Administrative Agent, acting
for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and
principal amount of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). No transfer or assignment of a Lender’s participation hereunder shall be effective unless
and until recorded in the Register. The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Lender and the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. 
 (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee’s completed administrative questionnaire (unless the Assignee shall
already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section 10.6 and any written consent to such assignment required by paragraph (b) of this Section 10.6, the
Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in
this paragraph. 
 (c)(i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell
participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it);
provided that (A) such Lender’s obligations under this 

  
 59 









 
Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the
Administrative Agent, the Issuing Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which a Lender
sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide
that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to clause (i) of the proviso to the second
sentence of Section 10.1 and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and
2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 10.6. To the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 10.7(b) as though it were a Lender, provided such Participant shall be subject to Section 10.7(a) as though it were a Lender. 

(ii) A Participant shall not be entitled to receive any greater payment under Section 2.15 or 2.16
than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the Borrower provides prior written consent that such Participant may be entitled to receive a greater payment under
Section 2.15 or 2.16. Any Participant shall not be entitled to the benefits of Section 2.16 unless such Participant complies with Section 2.16(d). 

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to
secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section 10.6 shall not apply to any such pledge or assignment of a security interest; provided that no
such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto. 

(e) The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to
facilitate transactions of the type described in paragraph (d) above. 
 10.7 Adjustments; Set-off. 

(a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Lender, if
any Lender (a “Benefitted Lender”) shall receive any payment of all or part of the Obligations owing to it (other than in connection with an assignment made pursuant to Section 10.6), or receive any collateral in respect
thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 8(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other
Lender, if any, in respect of the Obligations owing to such other Lender, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender, or shall
provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however,
that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

 (b) In addition to any rights and remedies of the Lenders provided by law, each Lender and their respective Affiliates shall
have the right, without notice to the Borrower, any such notice being 

  
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expressly waived by the Borrower to the extent permitted by applicable law, upon any Obligations becoming due and payable by the Borrower (whether at the stated maturity, by acceleration or
otherwise but after giving effect to any applicable period of grace), to apply to the payment of such Obligations, by setoff or otherwise, any and all deposits (general or special, time or demand, provisional or final), in any currency, and any
other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender, any Affiliate thereof or any of their respective branches or
agencies to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such application made by such Lender or its Affiliate, provided that the failure to give
such notice shall not affect the validity of such application. 
 10.8 Counterparts. 

This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by email or facsimile transmission shall be effective as delivery of a manually executed counterpart
hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent. 
 10.9 Severability. 
 Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 
 10.10
Integration. 
 This Agreement and the other Loan Documents represent the entire agreement of the Borrower, the
Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to the subject matter hereof not
expressly set forth or referred to herein or in the other Loan Documents. 
 10.11 GOVERNING LAW. 

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 10.12 Submission To Jurisdiction; Waivers. 

The Borrower hereby irrevocably and unconditionally: 
 (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment
in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof; 

  
 61 









 (b) consents that any such action or proceeding may be brought in such courts and waives
any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; 

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in Section 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; 

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit
the right to sue in any other jurisdiction; and 
 (e) waives, to the maximum extent not prohibited by law, any right it may
have to claim or recover in any legal action or proceeding referred to in this Section 10.12 any special, exemplary, punitive or consequential damages. 
 10.13 Acknowledgements. 
 The Borrower hereby acknowledges that:

 (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan
Documents; 
 (b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to the Borrower
arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between Administrative Agent and Lenders, on one hand, and the Borrower, on the other hand, in connection herewith or therewith is solely
that of debtor and creditor; and 
 (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists
by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders. 
 10.14 Releases
of Guarantees. 
 Notwithstanding anything to the contrary contained herein or in any other Loan Document, Administrative
Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action requested by Borrower having the effect of releasing any
guarantee obligations to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.1, provided that releases of Guarantors must comply
with Section 6.7 unless otherwise consented to by the Lenders in accordance with Section 10.1. 
 10.15
Confidentiality. 
 Each of the Administrative Agent and each Lender agrees to keep confidential all non-public
information provided to it by any Loan Party, the Administrative Agent or any Lender pursuant to or in connection with this Agreement that is designated by the provider thereof as confidential or as material and non-public information;
provided that nothing herein shall prevent the Administrative Agent or any Lender from disclosing any such information (a) to the Administrative Agent, any other Lender or any Affiliate thereof, (b) subject to an agreement to comply
with the provisions of this Section 10.15, to any 

  
 62 









 
actual or prospective Transferee, (c) to its employees, directors, agents, attorneys, accountants and other professional advisors or those of any of its Affiliates, (d) upon the request
or demand of any Governmental Authority, (e) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (f) if required to do so in connection with any
litigation or similar proceeding, (g) that has been publicly disclosed, (h) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information
about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender, (i) in connection with the exercise of any remedy hereunder or under any other Loan Document or (j) if agreed by the Borrower in its
sole discretion, to any other Person. 
 Each Lender acknowledges that information furnished to it pursuant to this Agreement
or the other Loan Documents may include material non-public information concerning the Borrower and its Affiliates and their related parties or their respective securities, and confirms that it has developed compliance procedures regarding the use
of material non-public information and that it will handle such material non-public information in accordance with those procedures and applicable law, including Federal and state securities laws. 

All information, including requests for waivers and amendments, furnished by the Borrower or the Administrative Agent pursuant to, or in
the course of administering, this Agreement or the other Loan Documents will be syndicate-level information, which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective
securities. Accordingly, each Lender represents to the Borrower and the Administrative Agent that it has identified in its administrative questionnaire a credit contact who may receive information that may contain material non-public information in
accordance with its compliance procedures and applicable law, including Federal and state securities laws. 
 10.16
WAIVERS OF JURY TRIAL. 
 THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. 
 10.17 USA Patriot Act. 
 Each Lender hereby notifies the Borrower that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Patriot Act. 
 [Signatures appear on the next page.] 

  
 63 









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

			
	LENNAR CORPORATION, as Borrower
		
	By: 	 	/S/ BRUCE GROSS
		 	Name: Bruce Gross
		 	Title: Vice President & Chief Financial Officer


 [Signatures continue on the next page.] 







 
			
	 JPMORGAN CHASE BANK, N.A., as Administrative
 Agent, Issuing Lender, Swingline Lender and as a Lender

		
	By: 	 	/S/ KIMBERLY TURNER
		 	Name: Kimberly Turner
		 	Title: Executive Director


 [Signatures continue on the next page.] 

  
 Signature page
to Credit Agreement with Lennar Corporation 








 
			
	BANK OF AMERICA, N.A., as a Lender
		
	By: 	 	/S/ EYAL NAMORDI
		 	Name: Eyal Namordi
		 	Title: Senior Vice President


 [Signatures continue on the next page.] 

  
 Signature page
to Credit Agreement with Lennar Corporation 








 
			
	CITIBANK, N.A., as a Lender
		
	By: 	 	/S/ JOHN C. ROWLAND
		 	Name: John C. Rowland
		 	Title: Vice President


 [Signatures continue on the next page.] 

  
 Signature page
to Credit Agreement with Lennar Corporation 








 
			
	 DEUTSCHE BANK TRUST COMPANY AMERICAS,
 as a Lender

		
	By: 	 	/S/ OMARRA LAUCELLA
		 	Name: Omarra Laucella
		 	Title: Director
		
	By: 	 	/S/ EVELYN THIERRY
		 	Name: Evelyn Thierry
		 	Title: Director


 [Signatures continue on the next page.] 

  
 Signature page
to Credit Agreement with Lennar Corporation 








  

			
	UBS LOAN FINANCE LLC, as a Lender
		
	By: 	 	/S/ IRJA OTSA
		 	Name: Irja Otsa
		 	Title: Associate Director
		
	By: 	 	/S/ JOSELIN FERNANDES
		 	Name: Joselin Fernandes
		 	Title: Associate Director


 [Signatures continue on the next page.] 

  
 Signature page
to Credit Agreement with Lennar Corporation 








 
			
	BANK OF MONTREAL, as a Lender
		
	By: 	 	/S/ LLOYD BARON
		 	Name: Lloyd Baron
		 	Title: Vice President


 [Signatures continue on the next page.] 

  
 Signature page
to Credit Agreement with Lennar Corporation 








 
			
	PNC BANK, NATIONAL ASSOCIATION, as a Lender
		
	By: 	 	/S/ J. RICHARD LITTON
		 	Name: J. Richard Litton
		 	Title: Senior Vice President
		
	By: 	 	/S/ DOUGLAS G. PAUL
		 	Name: Douglas G. Paul
		 	Title: Senior Vice President


 [Signatures continue on the next page.] 

  
 Signature page
to Credit Agreement with Lennar Corporation 









			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as a Lender

		
	By: 	 	/S/ ELENA BENNETT
		 	Name: Elena Bennett
		 	Title: Senior Vice President









 Schedule 1.1C—Existing Guarantors 

 

							
	 Name
	  	Ownership Percent	 	 	State of
Incorporation
	 Aquaterra Utilities, Inc.
	  	 	100.000	% 	 	FL
	 Asbury Woods L.L.C.
	  	 	100.000	% 	 	IL
	 Astoria Options, LLC
	  	 	100.000	% 	 	DE
	 Aylon, LLC
	  	 	100.000	% 	 	DE
	 Bay Colony Expansion 369, Ltd.
	  	 	100.000	% 	 	TX
	 Bay River Colony Development, Ltd.
	  	 	100.000	% 	 	TX
	 BB Investment Holdings, LLC
	  	 	100.000	% 	 	NV
	 BCI Properties, LLC
	  	 	100.000	% 	 	NV
	 BPH I, LLC
	  	 	100.000	% 	 	NV
	 Bramalea California, Inc.
	  	 	100.000	% 	 	CA
	 Builders LP, Inc.
	  	 	100.000	% 	 	DE
	 Cambria L.L.C.
	  	 	100.000	% 	 	IL
	 Cary Woods, LLC
	  	 	100.000	% 	 	IL
	 Cedar Lakes II, LLC
	  	 	100.000	% 	 	NC
	 Cherrytree II LLC
	  	 	100.000	% 	 	MD
	 CL Ventures, LLC
	  	 	100.000	% 	 	FL
	 Colonial Heritage LLC
	  	 	100.000	% 	 	VA
	 Concord Station, LLP
	  	 	100.000	% 	 	FL
	 Coto De Caza, Ltd., Limited Partnership
	  	 	100.000	% 	 	CA
	 Coventry L.L.C.
	  	 	100.000	% 	 	IL
	 Creekside Crossing, L.L.C.
	  	 	100.000	% 	 	IL
	 Darcy-Joliet, LLC
	  	 	100.000	% 	 	IL
	 DBJ Holdings, LLC
	  	 	100.000	% 	 	NV
	 Evergreen Village LLC
	  	 	100.000	% 	 	DE
	 F&R QVI Home Investments USA, LLC
	  	 	100.000	% 	 	DE
	 Fidelity Guaranty and Acceptance Corp.
	  	 	100.000	% 	 	DE
	 Fox-Maple Associates, LLC
	  	 	100.000	% 	 	NJ
	 Friendswood Development Company, LLC
	  	 	100.000	% 	 	TX
	 Garco Investments, LLC
	  	 	100.000	% 	 	FL









					
	 Greystone Construction, Inc.
	  	100.000%	 	AZ
	 Greystone Homes of Nevada, Inc.
	  	100.000%	 	DE
	 Greystone Homes, Inc.
	  	100.000%	 	DE
	 Greystone Nevada, LLC
	  	100.000%	 	DE
	 Greywall Club L.L.C.
	  	100.000%	 	IL
	 Haverton L.L.C.
	  	100.000%	 	IL
	 Heathcote Commons LLC
	  	100.000%	 	VA
	 Home Buyer’s Advantage Realty, Inc.
	  	100.000%	 	TX
	 Homecraft Corporation
	  	100.000%	 	TX
	 HTC Golf Club, LLC
	  	100.000%	 	CO
	 Independence L.L.C.
	  	100.000%	 	VA
	 Lakelands at Easton, L.L.C.
	  	100.000%	 	MD
	 Legends Club, LLC
	  	100.000%	 	FL
	 Legends Golf Club, LLC
	  	100.000%	 	FL
	 Len Paradise, LLC
	  	100.000%	 	FL
	 Lencraft, LLC
	  	100.000%	 	MD
	 LENH I, LLC
	  	100.000%	 	FL









					
	 Lennar Aircraft I, LLC
	  	100.000%	 	DE
	 Lennar Arizona Construction, Inc.
	  	100.000%	 	AZ
	 Lennar Arizona, Inc.
	  	100.000%	 	AZ
	 Lennar Associates Management Holding Company
	  	100.000%	 	FL
	 Lennar Associates Management, LLC
	  	100.000%	 	DE
	 Lennar Buffington Colorado Crossing, L.P.
	  	100.000%	 	TX
	 Lennar Buffington Zachary Scott, L.P.
	  	100.000%	 	TX
	 Lennar Carolinas, LLC
	  	100.000%	 	DE
	 Lennar Central Park, LLC
	  	100.000%	 	DE
	 Lennar Central Region Sweep, Inc.
	  	100.000%	 	NV
	 Lennar Chicago, Inc.
	  	100.000%	 	IL
	 Lennar Cobra, LLC
	  	100.000%	 	DE
	 Lennar Colorado, LLC
	  	100.000%	 	CO
	 Lennar Communities Development, Inc.
	  	100.000%	 	DE
	 Lennar Communities Nevada, LLC
	  	100.000%	 	NV
	 Lennar Communities of Chicago L.L.C.
	  	100.000%	 	IL
	 Lennar Communities, Inc.
	  	100.000%	 	CA
	 Lennar Construction, Inc.
	  	100.000%	 	AZ
	 Lennar Coto Holdings, L.L.C.
	  	100.000%	 	CA
	 Lennar Developers, Inc.
	  	100.000%	 	FL
	 Lennar Family of Builders GP, Inc.
	  	100.000%	 	DE
	 Lennar Family of Builders Limited Partnership
	  	100.000%	 	DE
	 Lennar Financial Services, LLC
	  	100.000%	 	FL
	 Lennar Fresno, Inc.
	  	100.000%	 	CA
	 Lennar Georgia, Inc.
	  	100.000%	 	GA
	 Lennar Hingham Holdings, LLC
	  	100.000%	 	DE
	 Lennar Hingham JV, LLC
	  	100.000%	 	DE
	 Lennar Homes Holding, LLC
	  	100.000%	 	DE
	 Lennar Homes of Arizona, Inc.
	  	100.000%	 	AZ
	 Lennar Homes of California, Inc.
	  	100.000%	 	CA
	 Lennar Homes of Texas Land and Construction, Ltd.
	  	100.000%	 	TX
	 Lennar Homes of Texas Sales and Marketing, Ltd.
	  	100.000%	 	TX
	 Lennar Homes, LLC
	  	100.000%	 	FL
	 Lennar Illinois Trading Company, LLC
	  	100.000%	 	IL
	 Lennar Imperial Holdings Limited Partnership
	  	100.000%	 	DE
	 Lennar Land Partners Sub II, Inc.
	  	100.000%	 	NV
	 Lennar Land Partners Sub, Inc.
	  	100.000%	 	DE
	 Lennar Layton, LLC
	  	100.000%	 	DE
	 Lennar Mare Island, LLC
	  	100.000%	 	CA
	 Lennar Marina A Funding, LLC
	  	100.000%	 	DE
	 Lennar Massachusetts Properties, Inc.
	  	100.000%	 	DE
	 Lennar Multifamily Investors, LLC
	  	100.000%	 	DE
	 Lennar New Jersey Properties, Inc.
	  	100.000%	 	DE









					
	 Lennar New York, LLC
	  	100.000%	 	NY
	 Lennar Northeast Properties LLC
	  	100.000%	 	NJ
	 Lennar Northeast Properties, Inc.
	  	100.000%	 	NV
	 Lennar Northwest, Inc.
	  	100.000%	 	DE
	 Lennar Pacific Properties Management, Inc.
	  	100.000%	 	DE
	 Lennar Pacific Properties, Inc.
	  	100.000%	 	DE
	 Lennar Pacific, Inc.
	  	100.000%	 	DE
	 Lennar PI Acquisition, LLC
	  	100.000%	 	NJ
	 Lennar PI Property Acquisition, LLC
	  	100.000%	 	NJ
	 Lennar PIS Management Company, LLC
	  	100.000%	 	DE
	 Lennar Placentia TOD Properties, LLC
	  	100.000%	 	DE
	 Lennar PNW, Inc.
	  	100.000%	 	WA
	 Lennar Port Imperial South, LLC
	  	100.000%	 	DE
	 Lennar Realty, Inc.
	  	100.000%	 	FL
	 Lennar Renaissance, Inc.
	  	100.000%	 	CA
	 Lennar Reno, LLC
	  	100.000%	 	NV
	 Lennar Riverside West Urban Renewal Company, L.L.C.
	  	100.000%	 	NJ
	 Lennar Riverside West, LLC
	  	100.000%	 	DE
	 Lennar Sacramento, Inc.
	  	100.000%	 	CA
	 Lennar Sales Corp.
	  	100.000%	 	CA
	 Lennar San Jose Holdings, Inc.
	  	100.000%	 	CA
	 Lennar Southland I, Inc.
	  	100.000%	 	CA
	 Lennar Southwest Holding Corp.
	  	100.000%	 	NV
	 Lennar Texas Holding Company
	  	100.000%	 	TX
	 Lennar Trading Company, LP
	  	100.000%	 	TX
	 Lennar Ventures, LLC
	  	100.000%	 	FL
	 Lennar West Valley, LLC
	  	100.000%	 	CA
	 Lennar.com Inc.
	  	100.000%	 	FL
	 LFS Holding Company, LLC
	  	100.000%	 	DE
	 LH Eastwind, LLC
	  	100.000%	 	FL
	 LHI Renaissance, LLC
	  	100.000%	 	FL
	 LNC at Meadowbrook, LLC
	  	100.000%	 	IL
	 LNC at Ravenna, LLC
	  	100.000%	 	IL
	 LNC Communities I, Inc.
	  	100.000%	 	CO
	 LNC Communities II, LLC
	  	100.000%	 	CO
	 LNC Communities III, Inc.
	  	100.000%	 	CO
	 LNC Communities IV, LLC
	  	100.000%	 	CO
	 LNC Communities IX, LLC
	  	100.000%	 	CO
	 LNC Communities V, LLC
	  	100.000%	 	CO
	 LNC Communities VI, LLC
	  	100.000%	 	CO
	 LNC Communities VII, LLC
	  	100.000%	 	CO
	 LNC Communities VIII, LLC
	  	100.000%	 	CO
	 LNC Northeast Mortgage, Inc.
	  	100.000%	 	DE









					
	 LNC Pennsylvania Realty, Inc.
	  	100.000%	 	PA
	 Long Beach Development, LLC
	  	100.000%	 	TX
	 Lori Gardens Associates II, LLC
	  	100.000%	 	NJ
	 Lori Gardens Associates III, LLC
	  	100.000%	 	NJ
	 Lorton Station, LLC
	  	100.000%	 	VA
	 Madrona Village L.L.C.
	  	100.000%	 	IL
	 Madrona Village Mews L.L.C.
	  	100.000%	 	IL
	 Mid-County Utilities, Inc.
	  	100.000%	 	MD
	 Mission Viejo 12S Venture, LP
	  	100.000%	 	CA
	 Mission Viejo Holdings, Inc.
	  	100.000%	 	CA
	 North American Asset Development Corporation
	  	100.000%	 	CA
	 North American Title Company, Inc. (CA)
	  	100.000%	 	CA
	 Northbridge L.L.C.
	  	100.000%	 	IL
	 Northeastern Properties LP, Inc.
	  	100.000%	 	NV
	 Palm Gardens At Doral Clubhouse, LLC
	  	100.000%	 	FL
	 Palm Gardens at Doral, LLC
	  	100.000%	 	FL
	 Palm Vista Preserve, LLC
	  	100.000%	 	FL
	 PG Properties Holding, LLC
	  	100.000%	 	NC
	 Pioneer Meadows Development, LLC
	  	100.000%	 	NV
	 Pioneer Meadows Investments, LLC
	  	100.000%	 	NV
	 POMAC, LLC
	  	100.000%	 	MD
	 Prestonfield L.L.C.
	  	100.000%	 	IL
	 Raintree Village II L.L.C.
	  	100.000%	 	IL
	 Raintree Village, L.L.C.
	  	100.000%	 	IL
	 Rivenhome Corporation
	  	100.000%	 	FL
	 Rutenberg Homes of Texas, Inc.
	  	100.000%	 	TX
	 Rutenberg Homes, Inc.
	  	100.000%	 	FL
	 Rye Hill Company, LLC
	  	100.000%	 	NY
	 S. Florida Construction II, LLC
	  	100.000%	 	FL
	 S. Florida Construction III, LLC
	  	100.000%	 	FL
	 S. Florida Construction, LLC
	  	100.000%	 	FL
	 San Felipe Indemnity Co., Ltd.
	  	100.000%	 	Bermuda
	 San Lucia, LLC
	  	100.000%	 	FL
	 Savell Gulley Development, LLC
	  	100.000%	 	TX
	 Scarsdale, LTD.
	  	100.000%	 	TX
	 Seminole/70th, LLC
	  	100.000%	 	FL
	 Siena at Old Orchard, LLC
	  	100.000%	 	IL
	 Spanish Springs Development, LLC
	  	100.000%	 	NV
	 Stoney Corporation
	  	100.000%	 	FL
	 Stoneybrook Golf Club, Inc.
	  	100.000%	 	FL
	 Strategic Cable Technologies, L.P.
	  	100.000%	 	TX
	 Strategic Holdings, Inc.
	  	100.000%	 	NV
	 Strategic Technologies, LLC
	  	100.000%	 	FL









					
	 Summerfield Venture L.L.C.
	  	100.000%	 	IL
	 Summerwood, LLC
	  	100.000%	 	MD
	 Temecula Valley, LLC
	  	100.000%	 	DE
	 The LNC Northeast Group, Inc.
	  	100.000%	 	DE
	 The Preserve at Coconut Creek, LLC
	  	100.000%	 	FL
	 Trade Services Investments, Inc.
	  	100.000%	 	CA
	 U.S. Home Corporation
	  	100.000%	 	DE
	 U.S. Home of Arizona Construction Co.
	  	100.000%	 	AZ
	 U.S. Home Realty, Inc.
	  	100.000%	 	TX
	 U.S.H. Los Prados, Inc.
	  	100.000%	 	NV
	 U.S.H. Realty, Inc.
	  	100.000%	 	MD
	 USH - Flag, LLC
	  	100.000%	 	FL
	 USH (West Lake), Inc.
	  	100.000%	 	NJ
	 USH Equity Corporation
	  	100.000%	 	NV
	 USH Woodbridge, Inc.
	  	100.000%	 	TX
	 UST Lennar GP PIS 10, LLC
	  	100.000%	 	DE
	 UST Lennar GP PIS 7, LLC
	  	100.000%	 	DE
	 WCP, LLC
	  	100.000%	 	SC
	 West Chocolate Bayou Development, LLC
	  	100.000%	 	TX
	 West Van Buren L.L.C.
	  	100.000%	 	IL
	 Westchase, Inc.
	  	100.000%	 	NV








 EXHIBIT A 
 FORM OF GUARANTEE AGREEMENT 
 GUARANTEE AGREEMENT (this
“Guaranty”), dated as of                          , 20__, 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 Credit Agreement, dated as of May             , 2012, 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 (said Credit Agreement, as it may be amended, supplemented or otherwise modified
from time to time, being the “Credit Agreement”, and capitalized terms not defined herein but defined therein being used herein as therein defined); 
 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; and 
 WHEREAS, the Lenders, 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 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. 
 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 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 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 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 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 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. 

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. 
 (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. 

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. 
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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. 
  

			
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	Name:	 	 
	Title:	 	 


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