EX-10.19



 Exhibit 10.19 
  

 
  

$1,481,666,666 
 FOURTH AMENDED
AND RESTATED 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 

HSBC BANK USA, FIFTH THIRD BANK and WELLS FARGO BANK, N.A., as Documentation Agents 

Dated as of June 24, 2016 
  

 
  

JPMORGAN CHASE BANK, N.A., as Sole Bookrunner and Arranger 

and 
 BANK OF AMERICA, N.A., 

CITIBANK, N.A., 
 DEUTSCHE BANK
SECURITIES, INC., 
 GOLDMAN SACHS BANK USA, 

PNC BANK, NATIONAL ASSOCIATION, 

RBC CAPITAL MARKETS, and 
 MIZUHO
BANK, LTD, 
 as Syndication Agents 

and 
 MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED, 
 CITIGROUP GLOBAL MARKETS INC., 

DEUTSCHE BANK SECURITIES, INC., 

GOLDMAN SACHS BANK USA, 
 PNC BANK,
NATIONAL ASSOCIATION, 
 RBC CAPITAL MARKETS, and 

MIZUHO BANK, LTD., 
 as Lead
Arrangers 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 SECTION 1.
	 	 DEFINITIONS
	  	 	1	  
	 1.1
	 	 Defined Terms
	  	 	1	  
	 1.2
	 	 Other Definitional Provisions
	  	 	22	  
	 SECTION 2.
	 	 AMOUNT AND TERMS OF COMMITMENTS
	  	 	23	  
	 2.1
	 	 Commitments
	  	 	23	  
	 2.2
	 	 Procedure for Revolving Loan Borrowing
	  	 	24	  
	 2.3
	 	 Swingline Commitment
	  	 	24	  
	 2.4
	 	 Procedure for Swingline Borrowing; Refunding of Swingline Loans.
	  	 	25	  
	 2.5
	 	 Commitment Fees, etc.
	  	 	26	  
	 2.6
	 	 Termination or Reduction of Commitments
	  	 	27	  
	 2.7
	 	 Optional Prepayments
	  	 	27	  
	 2.8
	 	 Mandatory Prepayments
	  	 	27	  
	 2.9
	 	 Conversion and Continuation Options.
	  	 	28	  
	 2.10
	 	 Limitations on Eurodollar Tranches
	  	 	28	  
	 2.11
	 	 Interest Rates and Payment Dates.
	  	 	28	  
	 2.12
	 	 Computation of Interest and Fees.
	  	 	29	  
	 2.13
	 	 Inability to Determine Interest Rate
	  	 	29	  
	 2.14
	 	 Pro Rata Treatment and Payments.
	  	 	30	  
	 2.15
	 	 Requirements of Law.
	  	 	31	  
	 2.16
	 	 Taxes.
	  	 	32	  
	 2.17
	 	 Indemnity
	  	 	35	  
	 2.18
	 	 Change of Lending Office
	  	 	35	  
	 2.19
	 	 Replacement of Lenders
	  	 	36	  
	 2.20
	 	 Defaulting Lenders
	  	 	36	  
	 2.21
	 	 Increase in Commitments
	  	 	38	  
	 SECTION 3.
	 	 LETTERS OF CREDIT
	  	 	38	  
	 3.1
	 	 L/C Commitment.
	  	 	38	  
	 3.2
	 	 Procedure for Issuance of Letter of Credit
	  	 	39	  
	 3.3
	 	 Fees and Other Charges.
	  	 	40	  
	 3.4
	 	 L/C Participations.
	  	 	40	  
	 3.5
	 	 Reimbursement Obligation of the Borrower
	  	 	41	  
	 3.6
	 	 Obligations Absolute
	  	 	41	  
	 3.7
	 	 Letter of Credit Payments
	  	 	42	  
	 3.8
	 	 Applications
	  	 	42	  
	 SECTION 4.
	 	 REPRESENTATIONS AND WARRANTIES
	  	 	42	  
	 4.1
	 	 Financial Statement
	  	 	42	  
	 4.2
	 	 No Material Adverse Change
	  	 	42	  
	 4.3
	 	 Organization, Powers, and Capital Stock
	  	 	42	  
	 4.4
	 	 Authorization; and Validity of this Agreement; Consents; etc.
	  	 	43	  
	 4.5
	 	 Compliance with Laws and Other Requirements
	  	 	44	  
	 4.6
	 	 Litigation
	  	 	44	  
	 4.7
	 	 No Default
	  	 	44	  
	 4.8
	 	 Title to Properties
	  	 	44	  
	 4.9
	 	 Tax Liability
	  	 	44	  









							
	 4.10
	 	 Regulations U and X; Investment Company Act.
	  	 	44	  
	 4.11
	 	 Pension Plan
	  	 	45	  
	 4.12
	 	 Subsidiaries; Joint Ventures
	  	 	45	  
	 4.13
	 	 Environmental Compliance
	  	 	45	  
	 4.14
	 	 No Misrepresentation
	  	 	45	  
	 4.15
	 	 Solvent
	  	 	46	  
	 4.16
	 	 Foreign Direct Investment Regulations
	  	 	46	  
	 4.17
	 	 Relationship of the Loan Parties
	  	 	46	  
	 4.18
	 	 Insurance
	  	 	46	  
	 4.19
	 	 Foreign Asset Control Regulations
	  	 	46	  
	 4.20
	 	 Anti-Corruption Laws and Sanctions
	  	 	46	  
	 SECTION 5.
	 	 CONDITIONS PRECEDENT
	  	 	47	  
	 5.1
	 	 Conditions to Initial Extension of Credit
	  	 	47	  
	 5.2
	 	 Conditions to Each Extension of Credit
	  	 	48	  
	 SECTION 6.
	 	 AFFIRMATIVE COVENANTS
	  	 	49	  
	 6.1
	 	 Reporting Requirements
	  	 	49	  
	 6.2
	 	 Payment of Taxes and Other Potential Liens
	  	 	50	  
	 6.3
	 	 Preservation of Existence
	  	 	51	  
	 6.4
	 	 Maintenance of Properties
	  	 	51	  
	 6.5
	 	 Access to Premises and Books
	  	 	51	  
	 6.6
	 	 Notices
	  	 	51	  
	 6.7
	 	 Addition and Removal of Guarantors
	  	 	52	  
	 6.8
	 	 Compliance with Laws and Other Requirements
	  	 	52	  
	 6.9
	 	 Use of Proceeds
	  	 	52	  
	 SECTION 7.
	 	 NEGATIVE COVENANTS
	  	 	53	  
	 7.1
	 	 Financial Condition Covenants.
	  	 	53	  
	 7.2
	 	 Liens and Encumbrances
	  	 	53	  
	 7.3
	 	 Limitation on Fundamental Changes
	  	 	54	  
	 7.4
	 	 Permitted Investments
	  	 	54	  
	 7.5
	 	 No Margin Stock
	  	 	55	  
	 7.6
	 	 Mortgage Banking Subsidiaries’ Capital Ratio
	  	 	55	  
	 7.7
	 	 Prepayment of Indebtedness
	  	 	55	  
	 7.8
	 	 Pension Plan
	  	 	55	  
	 7.9
	 	 Transactions with Affiliates
	  	 	55	  
	 7.10
	 	 Foreign Assets Control Regulations
	  	 	56	  
	 SECTION 8.
	 	 EVENTS OF DEFAULT
	  	 	56	  
	 SECTION 9.
	 	 THE AGENTS
	  	 	58	  
	 9.1
	 	 Appointment
	  	 	58	  
	 9.2
	 	 Delegation of Duties
	  	 	58	  
	 9.3
	 	 Exculpatory Provisions
	  	 	59	  
	 9.4
	 	 Reliance by Administrative Agent
	  	 	59	  
	 9.5
	 	 Notice of Default
	  	 	59	  
	 9.6
	 	 Non-Reliance on Agents and Other Lenders
	  	 	59	  
	 9.7
	 	 Indemnification
	  	 	60	  
	 9.8
	 	 Administrative Agent in Its Individual Capacity
	  	 	60	  
	 9.9
	 	 Successor Administrative Agent
	  	 	60	  
	 9.10
	 	 Documentation Agent and Syndication Agent
	  	 	61	  


  
 ii 









							
	 SECTION 10.
	 	 MISCELLANEOUS
	  	 	61	  
	 10.1
	 	 Amendments and Waivers
	  	 	61	  
	 10.2
	 	 Notices
	  	 	62	  
	 10.3
	 	 No Waiver; Cumulative Remedies
	  	 	63	  
	 10.4
	 	 Survival of Representations and Warranties
	  	 	63	  
	 10.5
	 	 Payment of Expenses and Taxes
	  	 	64	  
	 10.6
	 	 Successors and Assigns; Participations and Assignments.
	  	 	65	  
	 10.7
	 	 Adjustments; Set-off.
	  	 	68	  
	 10.8
	 	 Counterparts
	  	 	68	  
	 10.9
	 	 Severability
	  	 	68	  
	 10.10
	 	 Integration
	  	 	68	  
	 10.11
	 	 GOVERNING LAW
	  	 	68	  
	 10.12
	 	 Submission To Jurisdiction; Waivers
	  	 	69	  
	 10.13
	 	 Acknowledgements
	  	 	69	  
	 10.14
	 	 Releases of Guarantees
	  	 	69	  
	 10.15
	 	 Confidentiality
	  	 	69	  
	 10.16
	 	 WAIVERS OF JURY TRIAL
	  	 	70	  
	 10.17
	 	 USA Patriot Act
	  	 	70	  
	 10.18
	 	 Acknowledgement and Consent to Bail-In of EEA Financial Institutions
	  	 	70	  


  
 iii 









			
	 SCHEDULES:

		
	 1.1A
	  	 Commitments

	 1.1B
	  	 Existing Liens

	 1.1C
	  	 Original Guarantors

	 3.1
	  	 Existing LCs

	 4.6
	  	 Litigation

	 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-1-4
	  	 Forms of U.S. Tax Certificates

	 H
	  	 Form of Letter of Credit Application









 FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of
June 24, 2016, 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). 
 Borrower, various lenders,
and JPMorgan Chase Bank, N.A., as administrative agent for such lenders are parties to that certain Third Amended and Restated Credit Agreement, dated as of April 17, 2015 (as amended, supplemented or otherwise modified through the date hereof,
the “Third Amended Credit Agreement”). Administrative Agent and Borrower and the undersigned Lenders, being all of the Lenders directly affected by this Agreement and constituting in excess of the Required Lenders to amend the Third
Amended Credit Agreement, now desire to amend and restate the Third Amended Credit Agreement in its entirety in accordance with the terms and provisions contained herein. 

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 NYFRB 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 NYFRB 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 NYFRB 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-Corruption Laws”: all laws, rules, and regulations of any jurisdiction applicable to the
Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption. 

  
 1 








 “Anti-Terrorism Order”: 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”: 

(a) for each Class A Loan, the rate per annum set forth in the pricing grid below, except as set forth in the proviso below: 

 

							
	 Leverage Ratio
	 	 Applicable

Margin for
 Eurodollar

Loans
	 	 Applicable

Margin for

ABR Loans
	 	 Commitment

Fee Rate

	 >55%
	 	2.00%	 	1.00%	 	0.35%
	
>40% but £55%
	 	1.75%	 	0.75%	 	0.30%
	 £40%
	 	1.50%	 	0.50%	 	0.25%

 provided that at any time that Borrower has an Investment Grade Rating, the Applicable Margin for each
Class A Loan shall mean the following: 
  

					
	 Applicable

Margin for
 Eurodollar

Loans
	 	 Applicable

Margin for

ABR Loans
	 	 Commitment

Fee Rate

	 1.25%
	 	0.25%	 	0.20%

 (b) for each Class B Loan, the rate per annum set forth in the pricing grid below, 

 

							
	 Leverage Ratio
	 	 Applicable

Margin for
 Eurodollar

Loans
	 	 Applicable

Margin for
 ABR Loans
	 	 Commitment

Fee Rate

	 >55%
	 	2.25%	 	1.25%	 	0.40%
	
>40% but £55%
	 	2.00%	 	1.00%	 	0.35%
	 £40%
	 	1.75%	 	0.75%	 	0.30%

 “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. 

“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. 

  
 2 








 “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 Class A Lender, such Lender’s Class A Available Commitment and, as to any
Class B Lender, such Lender’s Class B Available Commitment. 
 “Bail-In Action”: the exercise of any Write-Down and
Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. 

“Bail-In Legislation”: with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European
Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. 

“Basel III”: the third of the so-called Basel Accords issued by the Basel Committee on Banking Supervision. 

“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, 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 

  
 3 








 
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. 

“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) directors on the Closing Date, (ii) directors whose election or nomination was approved by
individuals referred to in the foregoing clause (i) constituting at the time of such election or nomination at least a majority of the board of directors, nor (iii) directors whose election or nomination was approved by individuals
referred to in the foregoing clauses (i) and/or (ii) constituting at the time of such election or nomination at least a majority of the board; 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”: 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. 

“Class”: when used in reference to any Revolving Loan, refers to whether such Revolving Loan is a Class A Revolving Loan
or Class B Revolving Loan; when used in reference to any Commitment, refers to whether such Commitment is a Class A Commitment or Class B Commitment; and, when used in reference to any Lender, refers to whether such Lender is a Class A
Lender or a Class B Lender. 
 “Class A Available Commitment”: as to any Class A Lender at any time, an amount equal
to the excess, if any, of (a) such Class A Lender’s Commitment then in effect over (b) such Class A Lender’s Percentage Interest of the Outstanding Amount. 

“Class A Commitment”: as to any Class A Lender, the obligation of such Class A Lender, if any, to make Class A
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 “Class A Commitment” opposite such Class A 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 aggregate amount of the Class A Commitments
is $1,321,666,666. 

  
 4 








 “Class A Commitment Period”: the period from and including the Closing Date to
the Class A Termination Date. 
 “Class A Lender”: any Lender that holds a Class A Commitment. 

“Class A Revolving Loan”: each Revolving Loan made by a Class A Lender. 

“Class A Termination Date”: June 25, 2020, subject, however, to earlier termination of the Total Commitments pursuant of
the terms of this Agreement. 
 “Class B Available Commitment”: as to any Class B Lender at any time, an amount equal to
the excess, if any, of (a) such Class B Lender’s Commitment then in effect over (b) such Class B Lender’s Percentage Interest of the Outstanding Amount. 

“Class B Commitment”: as to any Class B Lender, the obligation of such Class B Lender, if any, to make Class B 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 “Class B Commitment” opposite such Class B 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 aggregate amount of the Class B Commitments is $160,000,000. 

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

“Class B Lender”: any Lender that holds a Class B Commitment. 

“Class B Revolving Loan”: each Revolving Loan made by a Class B Lender. 

“Class B Termination Date”: June 25, 2018, subject, however, to earlier termination of the Total Commitments pursuant of
the terms of this Agreement. 
 “Closing Date”: the date on which the conditions precedent set forth in
Section 5.1 shall have been satisfied, which date is June 24, 2016. 
 “Code”: the Internal Revenue Code
of 1986, as amended from time to time. 
 “Commercial Subsidiary”: a Subsidiary of the Borrower which has engaged in or
hereafter engages in, as its principal business, the development, investment and management of commercial or mixed use properties and activities that are incidental or ancillary thereto. 

“Commitment”: with respect to each Class A Lender, such Class A Lender’s Class A Commitment and with
respect to each Class B Lender, such Class B Lender’s Class B Commitment. The original amount of the Total Commitment is $1,481,666,666. 

“Commitment Fee Rate”: the rate per annum as set forth in the fee grid set forth above in the definition of “Applicable
Margin”. 

  
 5 








 “Commitment Period”: as the context may require, the Class A Commitment
Period or the Class B Commitment Period. 
 “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. 

“Compliance Certificate”: a certificate duly executed by a Responsible Officer and an Authorized Financial Officer
substantially in the form of Exhibit B. 
 “Connection Income Taxes”: Other Connection Taxes that are imposed on or
measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes. 
 “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. 

  
 6 








 “Consolidated Total Assets”: at the end of the previous fiscal quarter, for the
Borrower and the Ratio Subsidiaries determined on a consolidated basis, all assets of the Borrower and the Ratio Subsidiaries, to the extent of the Borrower’s and the Ratio Subsidiaries’ share of the book value of such assets. 

“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. 
 “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 written request by Administrative Agent (or Required Lenders) (or, in the event that the Lender in question is also Administrative Agent, the 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 (provided that such Lender shall cease to be a Defaulting
Lender pursuant to this clause (c) upon receipt of such written confirmation by Administrative Agent); (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; (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; or (f) has become the subject of a Bail-In Action;
provided that a Lender shall not be a Defaulting Lender solely by virtue of the 

  
 7 








 
ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in
or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate,
disavow or disaffirm any contracts or agreements made with such Lender. 
 “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, HSBC BANK USA, Fifth Third Bank and Wells Fargo Bank, N.A. 

“Dollars” and “$”: dollars in lawful currency of the United States. 

“EEA Financial Institution”: (a) any institution established in any EEA Member Country which is subject to the
supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA
Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. 

“EEA Member Country”: any of the member states of the European Union, Iceland, Liechtenstein, and Norway. 

“EEA Resolution Authority”: any public administrative authority or any person entrusted with public administrative authority
of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 

“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
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. 

  
 8 








 “ERISA”: the Employee Retirement Income Security Act of 1974, as amended from
time to time. 
 “EU Bail-In Legislation Schedule”: the EU Bail-In Legislation Schedule published by the Loan Market
Association (or any successor person), as in effect 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 London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such 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 or LIBOR02 Page as of 11:00 A.M., London time, two (2) Business Days prior to the beginning of such Interest Period (or, in
the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as
selected by the Administrative Agent in its reasonable discretion; in each case the “LIBO Screen Rate”); provided that if the LIBO Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this
Agreement; provided further that if the LIBO Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest Period”) with respect to deposits in Dollars then the Eurodollar Base Rate shall be the
Interpolated Rate; provided that if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. 

“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	 	

 “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. 

“Excluded Taxes”: any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted
from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as 

  
 9 








 
a result of such Recipient 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) that are Other Connection Taxes, (b) in the case of a Lender, U.S. Federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an
applicable interest in the Loans, any Letter of Credit or Commitments pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loans, any Letter of Credit or Commitments (other than pursuant to an
assignment request by the Borrower under Section 2.19) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.16, amounts with respect to such Taxes were payable
either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan, Letter of Credit or Commitment or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such
Recipient’s failure to comply with Section 2.16(e) or Section 2.16(f) and (d) any U.S. Federal withholding Taxes imposed under FATCA. 

“Existing LCs”: as defined in Section 3.1. 

“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 and any agreements entered into pursuant to Section 1471(b)(i) of the Code. 

“Federal Funds Effective Rate”: for any day, the rate calculated by the NYFRB based on such day’s federal funds
transactions by depositary institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate. 

“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, (a) 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 and (b) GAAP will be interpreted as it was in effect prior to such amendment. 

“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. 

  
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 “Guarantee Agreement”: the Fourth Amended and Restated Guarantee Agreement to be
executed and delivered by each Guarantor, substantially in the form of Exhibit A. 
 “Guarantors”: each domestic
wholly-owned Subsidiary of Borrower except Mortgage Banking Subsidiaries, Rialto Subsidiaries, Designated Subsidiaries, Commercial Subsidiaries, Multi-Family Subsidiaries, Sunstreet 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. 

“Impacted Interest Period” has the meaning assigned to it in the definition of “Eurodollar Base Rate.” 

“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. 
 “Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect
to any payment made by or on account of any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in (a) hereof, Other Taxes. 

  
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 “Interest Coverage Ratio”: as of any date, for the applicable period, the ratio
of (a) Consolidated EBITDA to (b) Consolidated Interest Incurred. 
 “Interest Coverage Trigger”: as defined in
Section 7.1(a). 
 “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 Class A Termination Date with
respect to Class A Revolving Loans or the Class B Termination Date with respect to Class B Revolving Loans; 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. 
 “Interpolated Rate”: at any time, for any Interest Period, the rate per annum (rounded to the same number of
decimal places as the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between:
(a) the LIBO Screen Rate for the longest period (for which the LIBO Screen Rate is available for deposits in Dollars) that is shorter than the Impacted Interest Period; and (b) the LIBO Screen Rate for the shortest period (for which that
LIBO Screen Rate is available for deposits in Dollars) that exceeds the Impacted Interest Period, in each case, at such time. 

“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. 

  
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 “Investment Grade Rating”: a senior unsecured public debt rating of BBB- or
higher from S&P and 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, on such terms agreed to by the parties, in each case in its capacity as issuer of any Letter of Credit, and which are identified from time to time in a notice sent by Borrower to the Administrative Agent. Each reference herein to
“the Issuing Lender” shall be deemed to be a reference to the relevant Issuing Lender. 
 “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”: $500,000,000. 

“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. Notwithstanding anything to the contrary herein, the L/C Obligations of
JPMorgan Chase Bank, N.A., as Issuing Lender, shall at no time be greater than $100,000,000. 
 “L/C Participants”: the
collective reference to all the Lenders other than the Issuing Lender. 
 “Lead Arrangers”: collectively, JPMorgan Chase
Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Deutsche Bank Securities, Inc., Goldman Sachs Bank USA, PNC Bank, National Association, RBC Capital Markets, and Mizuho Bank, Ltd. 

  
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 “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 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, Applications in connection with the issuance of Letters
of Credit and any amendment, waiver, supplement or other modification to any of the foregoing. 
 “Loan Parties”: as of any
date, the Borrower and the Guarantors. 
 “Mandatory Prepayment and Leverage Ratio Event”: as defined in
Section 7.1(a). 
 “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 domestic wholly-owned Subsidiary of Borrower (other than the Mortgage Banking
Subsidiaries, Rialto Subsidiaries, Designated Subsidiaries, Commercial Subsidiaries, Multi-Family Subsidiaries and Sunstreet 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 domestic wholly-owned Subsidiaries of the Borrower (other than the Mortgage Banking Subsidiaries, Rialto Subsidiaries, Designated Subsidiaries, Commercial
Subsidiaries, Multi-Family Subsidiaries and Sunstreet Subsidiaries) that have, in the aggregate, a Net Worth in excess of $75,000,000 that are not Guarantors. 

  
 14 








 “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. 

“Multi-Family Subsidiary”: a Subsidiary of the Borrower which has engaged in or hereafter engages in, as its principal
business, the development, investment and management of multi-family rental properties and activities that are incidental or ancillary thereto. 

“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-Guarantor Subsidiaries”: as of any date, the Mortgage Banking Subsidiaries, the Rialto Subsidiaries, the Designated
Subsidiaries, the Commercial Subsidiaries, the Multi-Family Subsidiaries, the Sunstreet Subsidiaries and Subsidiaries that are not Material Subsidiaries. 

“Non-Recourse Indebtedness”: Indebtedness pursuant to which the lender(s) have recourse only to (i) specific assets or
properties or (ii) a Person that owns only specific assets or properties, all of which secure the same Indebtedness. 

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

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

“NYFRB”: the Federal Reserve Bank of New York. 

“NYFRB Rate”: for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the
Overnight Bank Funding Rate in effect on such day (or for any day that is not a Banking Day, for the immediately preceding Banking Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB
Rate” means the rate for a federal funds transaction quoted at 11:00 A.M., New York City time, on such day received to the Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further, that if any of
the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. 

“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 

  
 15 








 
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 Connection Taxes”: with respect to any Recipient, Taxes
imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under,
received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan, Letter of Credit or Loan Document). 

“Other Taxes”: any and all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that
arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that
are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19). 

“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. 

“Overnight Bank Funding Rate”: for any day, the rate comprised of both overnight federal funds and overnight Eurodollar
borrowings by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as an
overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate). 

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

“Participant Register”: 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. 

  
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 “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; 

  
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 (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 $50,000,000 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, and, from and after March 1, 2015, Commercial Subsidiaries, Multi-Family Subsidiaries and Sunstreet 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. 
 “Recipient”: (a) the Administrative Agent,
(b) any Lender and (c) any Issuing Lender, as applicable. 
 “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. 

  
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 “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. 

“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 or chief financial officer 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, a Subsidiary of Borrower which is engaged or hereafter engages in originating, underwriting, acquiring, owning, financing, selling, managing and/or servicing real estate assets, third party capital, commercial
and residential real estate loans and/or mortgage backed securities. 
 “Sanctions”: economic or financial sanctions or
trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State. 

“Sanctioned Country”: at any time, a country, region or territory which is itself the subject or target of any Sanctions (at
the time of this Agreement, Cuba, Iran, North Korea, Sudan, Syria and Crimea). 
 “Sanctioned Person”: at any time,
(a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the, (b) any Person operating, organized or
resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b). 

“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, 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 

  
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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. 

“Sunstreet Subsidiary”: a Subsidiary of the Borrower which has engaged in or hereafter engages in, as part of its principal
business, the installation, development, ownership, servicing, sale or lease of solar power systems or sale of solar power for homeowners and activities that are incidental or ancillary thereto. 

“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. 
 “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., Goldman Sachs Bank
USA, PNC Bank, National Association, RBC Capital Markets and Mizuho Bank, Ltd. 
 “Taxes”: all present or future taxes,
levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. 

“Termination Date”: as the context requires, the Class A Termination Date or the Class B Termination Date. 

“Third Amended Credit Agreement”: as defined in the preamble hereto. 

  
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 “Total Commitments”: at any time, the aggregate amount of the Commitments then
in effect. 
 “Transferee”: any Assignee, Participant or any counterparty (or its advisors) to any swap or derivative
transaction relating to the Borrower or any of its Affiliates or any of their respective obligations. 
 “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” or “U.S.”: 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. 

“U.S. Tax Compliance Certificate”: as defined in Section 2.16(f)(ii)(C). 

“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. 

“Write-Down and Conversion Powers”: with respect to any EEA Resolution Authority, the write-down and conversion powers of
such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule. 

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. 
 (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 

  
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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) Borrower shall repay (i) all
outstanding Class A Revolving Loans on the Class A Termination Date and (ii) all outstanding Class B Revolving Loans on the Class B Termination Date. Additionally, on the Class B Termination Date, if, after all outstanding Class B
Revolving Loans have been repaid, the outstanding Class A Revolving Loans, when added to the sum of (A) the L/C Obligations then-outstanding and (B) the aggregate principal amount of the Swingline Loans then-outstanding, exceeds the
aggregate amount of the Class A Commitments, the Borrower shall repay such portion of the outstanding Class A Revolving Loans as is sufficient to reduce the outstanding principal amount of the Class A Revolving Loans to an amount,
when added to the sum of (A) the L/C Obligations then-outstanding and (B) the aggregate principal amount of the Swingline Loans then-outstanding, equal to the aggregate amount of all Class A Commitments. 

(c) Provided that Borrower has made the payments required pursuant to Section 2.1(b), if any, on the Class B Termination Date:

  

	 	(i)	the Commitments of all Class B Lenders shall terminate, the Commitments of all Class A Lenders shall continue on the terms herein set forth and the Total Commitments shall be reduced to an amount equal to the sum
of the Class A Commitments; 

  

	 	(ii)	the Percentage Interests of each Class A Lender shall be adjusted to reflect the termination of the Commitments of the Class B Lenders; 


 

	 	(iii)	subject to clause (ii) above, all Class A Revolving Loans shall be continued outstanding as Class A Revolving Loans held by the Class A Lenders ratably in accordance with their respective Percentage
Interest (after giving effect to the adjustment described in clause (ii) above); 


  
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	 	(iv)	all outstanding Letters of Credit shall continue and be allocated among the Class A Lenders in accordance with each Class A Lender’s Percentage Interest (after giving effect to the adjustment described in
clause (ii) above); 

  

	 	(v)	each Class A Lender shall continue to have an obligation to make Revolving Loans pursuant to Section 2.4(b) and to purchase participation interests in outstanding Swingline Loans pursuant to
Section 2.4(c); and 

  

	 	(vi)	after giving effect to all of the foregoing, any unused Commitments shall continue as Class A Commitments. 


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) prior to 11:00 A.M., New York City time, or if after 11:00 A.M., New York City time, not later than 2:00 P.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 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 (provided that if Borrower gives a notice requesting ABR Loans after 11:00 A.M., New York City time, but no later than 2:00 P.M., New
York City time, on the requested Borrowing Date, then each Lender will make its pro rata share of such borrowing available to the Administrative Agent for the account of Borrower at the Funding Office prior to 4:00 P.M., New York City time), 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 

  
 24 








 
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 or such Swingline Loans then
outstanding (subject to the application of Section 2.4 in respect of such Swingline Lender’s share of the Swingline Loans outstanding) when aggregated with such Swingline Lender’s other outstanding Revolving Loans would exceed its
Commitment. 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
Class A Termination Date, the tenth (10th) Business Day after such Swingline Loan is made, or the date that the next Revolving Loan is borrowed. 

(c) Any Swingline Lender may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Swingline
Lender and the successor Swingline Lender. The Administrative Agent shall notify the Lenders of any such replacement of a Swingline Lender. At the time any such replacement shall become effective, the Borrower shall pay all unpaid interest accrued
for the account of the replaced Swingline Lender pursuant to Section 2.13(a). From and after the effective date of any such replacement, (x) the successor Swingline Lender shall have all the rights and obligations of the replaced Swingline
Lender under this Agreement with respect to Swingline Loans made thereafter and (y) references herein to the term “Swingline Lender” shall be deemed to refer to such successor or to any previous Swingline Lender, or to such successor
and all previous Swingline Lenders, as the context shall require. After the replacement of a Swingline Lender hereunder, the replaced Swingline Lender shall remain a party hereto and shall continue to have all the rights and obligations of a
Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to its replacement, but shall not be required to make additional Swingline Loans. 

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. 
 (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


  
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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 applicable Commitment Fee Rate on the average daily amount of the 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. 

  
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 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. Subject to the provisions of this
Section 2.8, if and to the extent at the end of any fiscal quarter following the occurrence of a Mandatory Prepayment and Leverage Ratio Event: 

(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 (excluding the amount of L/C Obligations under Performance Letters of Credit) under this Agreement, 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. Commencing with the end of the fiscal quarter following satisfaction of the Interest Coverage Trigger for two consecutive quarters, the
provisions of this Section 2.8 shall no longer be applicable, unless and until a Mandatory Prepayment and Leverage Ratio Event thereafter occurs. 

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,
and in each case, shall be made pro rata between the Class A Revolving Loans and the Class B Revolving Loans based on each Lender’s Percentage Interest. 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. 

  
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 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. 
 (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 

  
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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 and such fees 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, 

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. 

  
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 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. 
 (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. 

  
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 (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 or the Issuing 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 Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses
(b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital
attributable thereto; 
 (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 or the Issuing Lender that is not otherwise
included in the determination of the Eurodollar Rate; or 
 (C) shall impose on such Lender or the Issuing Lender any other
similar condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; 

and the result of any of the foregoing is to increase the cost to such Lender, by an amount that such Lender or Issuing Lender or such other Recipient 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 by such Lender or the Issuing Lender or such other Recipient hereunder in
respect thereof, then, in any such case, the Borrower shall promptly pay such Lender, the Issuing Lender or such other Recipient, as the case may be, upon its demand, any additional amounts necessary to compensate such Lender, the Issuing Lender or
such other Recipient, as the case may be for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower by
providing a certificate along with reasonably detailed calculations of such additional amounts (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. 

(b) If any Lender or the Issuing Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital
or liquidity adequacy or in the interpretation or application thereof or compliance by such Lender or the Issuing Lender or any corporation controlling such Lender or the Issuing Lender with any request or directive regarding capital adequacy or
liquidity (whether or not having the force of law) from any Governmental Authority, including compliance (i) 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 and (ii) with 

  
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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) 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 Issuing 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, the Issuing Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s, the Issuing Lender’s
or such corporation’s policies with respect to capital adequacy and liquidity) by an amount deemed by such Lender or the Issuing Lender to be material, then from time to time, after submission by such Lender or the Issuing Lender to the
Borrower by providing a certificate along with reasonably detailed calculations of such additional amounts (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender or the Issuing Lender such
additional amount or amounts as will compensate such Lender, the Issuing 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 or the Issuing 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 or the Issuing Lender pursuant to this Section 2.15 for any amounts incurred more than six months prior
to the date that such Lender or the Issuing Lender notifies the Borrower of such Lender’s or the Issuing 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) Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or
withholding for any Taxes, except as required by applicable law. If any applicable law requires the deduction or withholding of any Tax from any such payment, then Borrower shall be entitled to make such deduction or withholding and shall timely pay
the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction
or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.16) the applicable Recipient receives an amount equal to the sum it would have received had no such
deduction or withholding been made. 
 (b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in
accordance with applicable law. 
 (c) The Borrower shall indemnify each Recipient, within 10 days after demand therefor, for the full
amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient,
whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the
Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. 

  
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 (d) Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand
therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to
do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.6(c) relating to the maintenance of a Participant Register and (iii) any Taxes attributable to such Lender, in each
case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set
off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph
(d). 
 (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 any Loan Documents 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 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) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person, 

(i) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on
which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S.
Federal backup withholding Tax; 
 (ii) any Non-U.S. Lender shall, to the extent it is legally entitled to do so, deliver to
the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Non-U.S. Lender becomes a Lender under this Agreement (and from time to time thereafter upon the
reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: 
 (A) in the
case of a Non-U.S. Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN-E establishing an exemption
from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E establishing an exemption from,
or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; 

(B) executed originals of IRS Form W-8ECI; 

  
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 (C) in the case of a Non-U.S. Lender claiming the benefits of the exemption for
portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Non-U.S. Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code,
a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance
Certificate”) and (y) executed originals of IRS Form W-8BEN-E; or 
 (D) to the extent a Non-U.S. Lender is not
the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, IRS Form W-9, and/or other certification
documents from each beneficial owner, as applicable; provided that if the Non-U.S. Lender is a partnership and one or more direct or indirect partners of such Non-U.S. Lender are claiming the portfolio interest exemption, such Non-U.S. Lender may
provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of each such direct and indirect partner; 

(iii) any Non-U.S. Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative
Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Non-U.S. Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the
Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be
prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and 

(iv) If a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding tax imposed by
FATCA and the rules and regulations promulgated pursuant thereto 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 Borrower and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or 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 Borrower or Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply
their 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. Solely for purposes of this
clause (f), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. For purposes of determining whether withholding Taxes will be imposed under FATCA, from and after the effective date of this Agreement, the
Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Borrower and the Administrative Agent to treat) this Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury
Regulation Section 1.1471-2(b)(2)(i). 
 In addition, each Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form
previously delivered by such Lender. Each Lender shall promptly notify the Borrower at any time it determines that it is no longer able 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). 

  
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 (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 (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) 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 resignation or replacement of the
Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. 

(i) For purposes of this Section 2.16, the term “Lender” includes an Issuing Lender and the term “applicable
law” includes FATCA. 
 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 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, 2.16(a) or 2.16(c) 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, 2.16(a) or 2.16(c). 

  
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 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, 2.16(a) or 2.16(c), (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, 2.16(a) or 2.16(c), (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, 2.16(a) or 2.16(c), 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 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); 

(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; 

  
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 (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. 

(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 reasonably 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. 

  
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 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, increase
the Total Commitments by up to $318,333,334 (the “Commitment Increase”) to an aggregate principal amount not to exceed $1,800,000,000 by requesting the existing Lenders or new lenders to commit to any such increase; provided
that, (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 credit pursuant to this Section 2.21 as Borrower and such lenders may agree.
Any increase in the Total Commitments shall be a Class A Commitment. 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 

  
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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 ten (10) Business Days prior to the Class A 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. On the date hereof, the letters of credit issued under the Third Amended Credit Agreement set forth on Schedule 3.1 attached hereto (collectively, the “Existing LCs”) shall be
continued from the Third Amended Credit Agreement under this Agreement and from and after the date hereof, notwithstanding any language to the contrary contained in any of the Existing LCs, the Existing LCs shall be deemed Letters of Credit issued
under this Agreement, and Borrower shall execute such acknowledgments and agreements as Administrative Agent may reasonably request to evidence the foregoing. 

(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. 
 (c) The Issuing Lender may be
replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Lender and the successor Issuing Lender. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Lender. At
the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Lender pursuant to Section 3.3. From and after the effective date of any such replacement, (i) the
successor Issuing Lender shall have all the rights and obligations of the Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Lender” shall be
deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of an Issuing Lender hereunder, the replaced Issuing Lender shall remain
a party hereto and shall continue to have all the rights and obligations of an Issuing Lender under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of
Credit. 
 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 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 Administrative Agent or the Borrower, at least one (1) 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). 

  
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 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, in accordance with their respective Commitments, 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 0.10% 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. 

(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 

  
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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. 
 (d) Provided that Borrower has made the payments required pursuant to
Section 2.1(b), on the Class B Termination Date, all outstanding Letters of Credit shall continue and be allocated among the Class A Lenders in accordance with each Class A Lender’s Percentage Interest (after giving effect
to the adjustment in such Percentage Interest described in Section 2.1(c)(ii)). 
 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, (i) 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, (ii) any dispute between or among the 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, (iii) payment by the
Issuing Lender under a Letter of Credit against presentation of a draft or other document that does not strictly comply with the terms of such Letter of Credit (provided that where an original Letter of Credit is required by the terms thereof, an
original or duplicate original which has been indemnified by the beneficiary must be presented, and provided further that the foregoing shall not exculpate the Issuing Lender from liability to the Borrower for the Issuing Lender’s gross
negligence or willful misconduct as may be finally judicially determined in an independent action or proceeding brought by the Borrower against the Issuing Lender following payment of the Borrower’s Reimbursement Obligations), or (iv) any
other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s
obligations hereunder. The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or 

  
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 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 bad faith, gross negligence 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 bad faith, gross negligence or willful misconduct (as found by a final and nonappealable decision of a court
of competent jurisdiction), 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, the Issuing Lender 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, the Issuing Lender 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-K of Borrower and
its Subsidiaries for the period ended November 30, 2015 and a copy of the Form 10-Q of Borrower and its Subsidiaries for the period ended February 29, 2016; 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, subject, in the case of the February 2016 financials, to the absence of footnotes and year-end adjustments. 
 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. 

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. 

  
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 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 result in a material breach of or constitute a 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), 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 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. 

  
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 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. Notwithstanding the foregoing, the litigation matters set forth on Schedule 4.6 attached hereto shall
be excluded and excepted for all purposes of this Section 4.6. 
 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. 
 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. 

  
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 (b) Except with respect to purchases of the Borrower’s stock by, or on behalf of, the
Borrower otherwise permitted and that is subsequently retired or retained by the Borrower as treasury stock, 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. 

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. 

  
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 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. 
 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. 
 4.20 Anti-Corruption
Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption
Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective directors and officers and to the knowledge of the Borrower its employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all
material respects. None of (a) the Borrower, any Subsidiary or any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will benefit from the credit
facility established hereby, is a Sanctioned Person. The Borrower shall not directly or indirectly utilize the proceeds of any Loan or Letter of Credit in a manner that will violate Anti-Corruption Laws or applicable Sanctions. 

  
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 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 the Class A Lenders, 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 under and in accordance with this Agreement (which Lenders as of the Closing Date are identified on Schedule 5.1 attached hereto) and the Note payable to the Swingline Lender, which shall be in
full force and effect. 
 (b) Financial Statements. The Lenders shall have received filed Form 10-K for the Borrower and its
Subsidiaries for the fiscal year ended November 30, 2015 and filed Form 10-Q for the Borrower and its Subsidiaries for the quarter ended February 29, 2016 (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 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. 

  
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 (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
February 29, 2016. 
 (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 (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all 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. 
 (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. 

  
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 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, the Issuing 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 May 31, 2016), 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 fiscal year 2015, 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; 
 (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, 2016, 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; 

  
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 (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 May 31, 2016 and fiscal year ending November 30, 2016), 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 May 31, 2016 and fiscal year ending November 30, 2016), 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 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, 

  
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materials or supplies which is being contested in good faith, by proper proceedings diligently pursued, and as to which adequate reserves have been provided or where such failure or non-payment
would not reasonably be expected to have a Material Adverse Effect. 
 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 except to the extent that the failure to do so would not reasonably be
expected to have a Material Adverse Effect; 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 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 

  
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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, Designated
Subsidiary, Commercial Subsidiary, Multi-Family Subsidiary or Sunstreet 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, Designated Subsidiaries, Commercial Subsidiaries, Multi-Family Subsidiaries or Sunstreet 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 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. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with
Anti-Corruption Laws and applicable Sanctions. 
 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. The Borrower will not request any Loan or Letter of Credit, and the Borrower shall not use, and shall (a) procure that its Subsidiaries and its or their respective directors,
officers and employees shall not use and (b) use commercially reasonable efforts to procure that its agents shall not use, the proceeds of any Loan or Letter of Credit (i) in a manner that will violate any Anti-Corruption Laws,
(ii) for the purpose of funding or financing any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions applicable to
any party hereto. 

  
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 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, the Issuing 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 Maximum Leverage Ratio to exceed 65%, provided,
however, that (i) the Maximum Leverage Ratio may be reduced from time to time if Borrower fails to maintain for two consecutive fiscal quarters an Interest Coverage Ratio equal to or greater than 2.25:1.00 for the last twelve
(12) months then ended (the “Interest Coverage Trigger”; and such failure to satisfy the Interest Coverage Trigger for such two consecutive fiscal quarters shall be a “Mandatory Prepayment and Leverage Ratio
Event”) then, commencing with the fiscal quarter immediately following such Mandatory Prepayment and Leverage Ratio Event and continuing each quarter thereafter while a Mandatory Prepayment and Leverage Ratio Event continues, the Maximum
Leverage Ratio shall be reduced by 2.5% each quarter, but in no event shall the Maximum Leverage Ratio be reduced to less than 60%, and (ii) if at any time following a Mandatory Prepayment and Leverage Ratio Event, Borrower satisfies the
Interest Coverage Trigger for two consecutive quarters, then, commencing with the fiscal quarter immediately following satisfaction of the Interest Coverage Trigger for two consecutive quarters and each quarter thereafter, the Maximum Leverage Ratio
shall be increased by 2.5% per quarter, but in no event shall the Maximum Leverage Ratio exceed 65%. (By way of example, the first fiscal quarter following a Mandatory Prepayment and Leverage Ratio Event, the Maximum Leverage Ratio shall be
reduced from 65% by 2.5% to 62.5% for such quarter, and if the Mandatory Prepayment and Leverage Ratio Event continues, the Maximum Leverage Ratio shall be further reduced from 62.5% by 2.5% to 60% the next fiscal quarter and shall continue at 60%
for each fiscal quarter thereafter until the Interest Coverage Trigger is satisfied for two consecutive quarters. Commencing with the first fiscal quarter following satisfaction of the Interest Coverage Trigger for two consecutive quarters after a
Mandatory Prepayment and Leverage Ratio Event has occurred, the Maximum Leverage Ratio (if as of such quarter was 60%) shall be increased from 60% by 2.5% to 62.5% and so long as the Interest Coverage Trigger is satisfied, the Maximum Leverage Ratio
shall be increased from 62.5% by 2.5% to 65% the next fiscal quarter and shall continue for each quarter thereafter at 65% so long as no Mandatory Prepayment and Leverage Ratio Event subsequently occurs). 

(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. 

(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, minus (iii) the lesser of (A) 50% of the amount paid by Borrower after June 24, 2016 to repurchase its common stock and (B) $100,000,000. 

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. 

  
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 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, except where the aggregate book value
of such distributions does not exceed, in any 12 month period, 10% of Consolidated Total Assets; 
 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); 

(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; 

  
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 (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 $50,000,000 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. Except with respect to purchases of the Borrower’s stock by, or on behalf of, the Borrower otherwise permitted and that is subsequently retired or retained by the Borrower as treasury 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) 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. 

  
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 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 materially false or misleading when made if the same has a Material
Adverse Effect and, with respect to any matter which is reasonably capable of being cured, such Loan Party shall have failed to cure the occurrence causing the representation or warranty to be materially false or misleading within fifteen
(15) days after notice thereof by the Administrative Agent to Borrower; or 
 (c) any Loan Party shall default in the observance or
performance of any covenant contained in Section 6.9; or 
 (d) 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 (c) 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 
 (e) 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 

  
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 (f) (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 

(g) 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 $50,000,000, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; provided, that the litigation matters set forth on Schedule 4.6 attached
hereto shall be excluded and excepted for all purposes of this Section 8(g); or 
 (h) 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 
 (i) 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 
 (j) 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 (f) above with respect
to the Borrower, automatically the Commitments shall immediately 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 

  
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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. 

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. 

  
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 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 bad faith, gross negligence 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 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 

  
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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, the Issuing Lender (in its capacity as the Issuing Lender only), the
Lead Arrangers (in their respective capacities as an Arranger only) and their respective 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 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 

  
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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. Subject to the last sentence of this Section, 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 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 

  
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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. If the Administrative Agent and the Borrower acting together identify any immaterial ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document
(excluding this Section 10.1 and the sections referred to herein and provided such ambiguity, omission, mistake, typographical error or other defect is not inconsistent with the underwritten credit terms originally approved by the Lenders ),
then the Administrative Agent and the Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any
further action or consent of any other party to this Agreement. 
 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:
		  	Telephone:
		  	Email:
		  	  
 with copies to:

 

		  	 Lennar Corporation
 700 Northwest 107th
Avenue, Suite 400
 Miami, Florida 33172

		  	Attention: Mark Sustana, General Counsel
		  	Telecopy:
		  	Telephone:
		  	Email:
		  	  
 and:

 

		  	 Clifford Chance US LLP
 31 West 52nd
Street
 New York, New York 10019

		  	Attention: Jay Gavigan, Esq.
		  	Telecopy:
		  	Telephone:
		  	Email:


  
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	Administrative Agent:	  	 JPMorgan Chase Bank, N.A.
 383 Madison Ave,
24th Floor
 New York, NY 10179

		  	Attention: Chiara Weisbrod Carter
		  	Telecopy:
		  	Telephone:
		  	Email:
		  	  
 and:

 

		  	 JPMorgan Chase Bank, N.A.
 500 Stanton
Christiana Road, Ops 2, Floor 03
 Newark, DE 19713-2107

		  	Attention: John K. Enyam
		  	Telecopy:
		  	Telephone:
		  	Email:
		  	  
 with copies to:

 

		  	 Morrison & Foerster LLP
 707 Wilshire
Blvd., Suite 6000
 Los Angeles, CA 90017

		  	Attention: Marc D. Young, Esq.
		  	Telecopy:
		  	Telephone:
		  	Email:

 provided that any notice, request or demand to or upon the Administrative Agent or the Lenders shall not be effective
until received, provided such notice, request or demand is received during the recipient’s normal business hours. 
 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. 

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. 

  
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 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 Lead 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), (c) or (d)), (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), (c) or (d)), 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 Lead 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), (c) or (d)) or disbursements of any kind or nature whatsoever arising from any
claim or suit, action or other proceeding relating to (i) 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 Letter of Credit (including any
refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (ii) the violation of,
noncompliance with or liability under, any Environmental Law applicable to the operations of any Loan Party or any of the Properties, including any of the foregoing relating to the use of proceeds of the Loans or Letter of Credit, whether or not
such claim, litigation, investigation or proceeding is brought by Borrower or any other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, together with 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 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 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 

  
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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 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, an Approved Fund, or, if an Event of Default has occurred and is continuing, any other Person subject,
in the case of a Competitor, to the Borrower’s written consent; and 
 (B) the Administrative Agent, Swingline
Lender and the Issuing Lender (such consent not to be unreasonably withheld), provided that no consent of the Administrative Agent, Swingline Lender or the Issuing Lender 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; 

(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 

  
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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; 

(D) no assignment shall be made to an assignee that is a natural person; 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 a non-fiduciary 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 shall 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. A copy of the Register shall be available for inspection by the Borrower at any reasonable time and from time to time on
request. 
 (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; provided that if either
the assigning Lender or the Assignee shall have failed 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, 3.5 or 9.7, the Administrative
Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. 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, the Issuing Lender or the Swingline Lender 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 Agreement shall remain unchanged,
(B) such Lender shall remain 

  
 66 








 
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. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to
effectuate the provisions of Section 2.19 with respect to any Participant. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the
name and address of each Participant and the principal amounts of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation
to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan
Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury
Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this
Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. 

(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(e) and (f). 

(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. 

  
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 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 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. 

  
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 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; 
 (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 

  
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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 actual or prospective Transferee, (c) to its employees, directors,
agents, service providers, 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. Borrower acknowledges that information pertaining to this
Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry is not non-public information. 

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 and the Guarantors, which information includes the name and
address of the Borrower and the Guarantors and other information that will allow such Lender to identify the Borrower and the Guarantors in accordance with the Patriot Act. 

10.18 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan
Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document may be subject to the write-down and
conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 
 (a) the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and 

  
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 (b) the effects of any Bail-In Action on any such liability, including, if applicable: 

(i) a reduction in full or in part or cancellation of any such liability; 

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial
Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability
under this Agreement or any other Loan Document; or 
 (iii) the variation of the terms of such liability in connection with
the exercise of the write-down and conversion powers of any EEA Resolution Authority. 
 [Signatures appear on the next page.] 

  
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 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/ Jonathan Jaffe

	Name:	 	Jonathan Jaffe
	Title:	 	Vice President & Chief Operating Officer


 [Signatures continue on the next page.] 

  
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Amended and Restated Credit Agreement with Lennar Corporation 









			
	JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Lender, Swingline Lender and as a Class A Lender
		
	By:	 	 /s/ Chiara Carter

	Name:	 	Chiara Carter
	Title:	 	Executive Director


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Amended and Restated Credit Agreement with Lennar Corporation 









			
	MIZUHO BANK, LTD, as a Class A lender
		
	By:	 	 /s/ John Davies

	Name:	 	John Davies
	Title:	 	Authorized Signatory



  
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Amended and Restated Credit Agreement with Lennar Corporation 









			
	BANK OF AMERICA, N.A., as Lender, an L/C Issuer and a Swing Line Lender
		
	By:	 	 /s/ Asad A. Rafiq

	Name:	 	Asad A. Rafiq
	Title:	 	Vice President


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Amended and Restated Credit Agreement with Lennar Corporation 









			
	CITIBANK, N.A., as a Class A Lender
		
	By:	 	 /s/ Michael Vondriska

	Name:	 	Michael Vondriska
	Title:	 	Vice President


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Amended and Restated Credit Agreement with Lennar Corporation 









			
	Deutsche Bank AG New York Branch,
	as a Class A Lender
		
	By:	 	 /s/ Peter Cucchiara

	Name:	 	Peter Cucchiara
	Title:	 	Vice President
		
	By:	 	 /s/ Dusan Lazarov

	Name:	 	Dusan Lazarov
	Title:	 	Director


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Amended and Restated Credit Agreement with Lennar Corporation 









			
	GOLDMAN SACHS BANK USA, as a Class A Lender
		
	By:	 	 /s/ Rebecca Kratz

	Name:	 	Rebecca Kratz
	Title:	 	Authorized Signatory



  
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Amended and Restated Credit Agreement with Lennar Corporation 









			
	PNC BANK, NATIONAL ASSOCIATION, as a Class A Lender
		
	By:	 	 /s/ J. Richard Litton

	Name:	 	J. Richard Litton
	Title:	 	Senior Vice President


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	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Class A Lender
		
	By:	 	 /s/ Elena Bennett

	Name:	 	Elena Bennett
	Title:	 	Senior Vice President


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Amended and Restated Credit Agreement with Lennar Corporation 








 
			
	COMERICA BANK,
	as a Class A Lender
		
	By:	 	 /s/ Jonathan R. Ward

	Name:	 	Jonathan R. Ward
	Title:	 	VP Western Market


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Amended and Restated Credit Agreement with Lennar Corporation 








 
			
	TEXAS CAPITAL BANK, N.A.,
	as a Class A Lender
		
	By:	 	 /s/ Debi England

	Name:	 	Debi England
	Title:	 	Senior Vice President


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Amended and Restated Credit Agreement with Lennar Corporation 








 
			
	CAPITAL BANK CORPORATION, SUCCESSOR BY CONVERSION TO CAPITAL BANK, N.A.,
	as a Class A Lender
		
	By:	 	 /s/ Clay F. Wilson

	Name:	 	Clay F. Wilson
	Title:	 	Senior Vice President


 [Signatures continue on the next page.] 

  
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Amended and Restated Credit Agreement with Lennar Corporation 








 
			
	REGIONS BANK,
	as a Class A Lender
		
	By:	 	 /s/ Randall S. Reid

	Name:	 	Randall S. Reid
	Title:	 	Senior Vice President


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Amended and Restated Credit Agreement with Lennar Corporation 








 
			
	ZB, N.A. dba CALIFORNIA BANK & TRUST,
	as a Class A Lender
		
	By:	 	 /s/ Aegea Lee

	Name:	 	Aegea Lee
	Title:	 	SVP


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Amended and Restated Credit Agreement with Lennar Corporation 








 
			
	TD BANK, N.A., as a Class A Lender
		
	By:	 	 /s/ Benjamin J. Kruger

	Name:	 	Benjamin J. Kruger
	Title:	 	Vice President


 [Signatures continue on the next page.] 

  
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Amended and Restated Credit Agreement with Lennar Corporation 








 
			
	HSBC BANK USA,
	as a Class A Lender
		
	By:	 	 /s/ Michael S. Wadler

	Name:	 	Michael S. Wadler
	Title:	 	Vice President



  
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Amended and Restated Credit Agreement with Lennar Corporation 








 
			
	ROYAL BANK OF CANADA,
	as a Class A Lender
		
	By:	 	 /s/ Brian Gross

	Name:	 	Brian Gross
	Title:	 	Authorized Signatory



  
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Amended and Restated Credit Agreement with Lennar Corporation 








 
			
	FIFTH THIRD BANK,
	as a Class A Lender
		
	By:	 	 /s/ Talianna Carlson-Manne

	Name:	 	Talianna Carlson-Manne
	Title:	 	Senior Vice President



  
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Amended and Restated Credit Agreement with Lennar Corporation 








 
			
	BANK OF THE WEST, a California banking corporation, as a Class A Lender
		
	By:	 	 /s/ Chuck Weerasooriya

	Name:	 	Chuck Weerasooriya, CFA
	Title:	 	Managing Director
		
	By:	 	 /s/ Sarah Burns

	Name:	 	Sarah Burns
	Title:	 	Vice President



  
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Amended and Restated Credit Agreement with Lennar Corporation 








 Schedule 1.1A 

Commitments 
  

							
	 Lender
	  	 Class A or Class B
	  	Commitment	 
	 JPMorgan Chase Bank, N.A.
	  	Class A Lender	  	$	143,333,333	  
	 Citibank, N.A.
	  	Class A Lender	  	$	136,700,000	  
	 Mizuho Bank, Ltd.
	  	Class A Lender	  	$	125,000,000	  
	 Bank of America, N.A.
	  	Class A Lender	  	$	123,333,333	  
	 Deutsche Bank AG New York Branch
	  	Class A Lender	  	$	123,300,000	  
	 Royal Bank of Canada
	  	Class A Lender	  	$	100,000,000	  
	 Goldman Sachs Bank USA
	  	Class A Lender	  	$	100,000,000	  
	 Bank of Montreal
	  	Class B Lender	  	$	90,000,000	  
	 Fifth Third Bank
	  	Class A Lender	  	$	75,000,000	  
	 PNC Bank, National Association
	  	Class A Lender	  	$	75,000,000	  
	 Wells Fargo Bank, National Association
	  	Class A Lender	  	$	75,000,000	  
	 UBS AG, Stamford Branch
	  	Class B Lender	  	$	70,000,000	  
	 HSBC Bank USA
	  	Class A Lender	  	$	50,000,000	  
	 TD Bank, N.A.
	  	Class A Lender	  	$	50,000,000	  
	 Texas Capital Bank, N.A.
	  	Class A Lender	  	$	35,000,000	  
	 Bank of the West
	  	Class A Lender	  	$	30,000,000	  
	 ZB, N.A. dba California Bank & Trust
	  	Class A Lender	  	$	20,000,000	  
	 Capital Bank Corporation, successor by conversion to Capital Bank, N.A.
	  	Class A Lender	  	$	20,000,000	  
	 Comerica Bank
	  	Class A Lender	  	$	20,000,000	  
	 Regions Bank
	  	Class A Lender	  	$	20,000,000	  
		  		  	  
	  
	 
	 TOTAL
	  		  	$	1,481,666,666	  
		  		  	  
	  
	 








 Schedule 1.1B Existing Liens 

Liens in favor of PNC Bank, National Association and Comerica Bank pursuant to construction loan agreement dated as of December 20, 2012, by and between
PNC Bank, National Association and Comerica Bank and Lennar Avenue One, LLC, with an aggregate principal amount not to exceed $71,500,000. 
 Liens in favor
of California Bank & Trust pursuant to revolving loan promissory note dated as of November 1, 2012, by and between California Bank & Trust and Lennar Layton, LLC and Lennar Corporation, in the original commitment amount of $25,000,000.

 Liens in favor of California Bank & Trust pursuant to construction loan note dated as of August 29, 2013, by and between California Bank &
Trust and Lennar Lytle, LLC in the original principal amount of $15,000,000. 
 Liens in favor of Comerica Bank pursuant to construction loan note dated as
of August 29, 2013, by and between Comerica Bank and Lennar Lytle, LLC in the original principal amount of $15,000,000. 
 Liens in favor of Comerica Bank
pursuant to term loan agreement dated as of February 27, 2012, by and between Comerica Bank and PT Metro, LLC, in the original principal amount of $25,000,000. 

Liens in favor of Banc of America Leasing & Capital, LLC pursuant to promissory note dated as of February 12, 2015, by and between Banc of America
Leasing & Capital, LLC and USH Leasing, LLC, in the original principal amount of $21,250,000. 
 Liens in favor of DH/JB Old Development, Inc. pursuant
to amended and restated promissory note dated as of March 7, 2013, by and between DH/JB Old Development, Inc. and Lennar Homes of Texas Land and Construction Ltd., in the original principal amount of $12,400,000. 

Liens in favor of Christopher Lee Cobb pursuant to promissory note dated as of January 7, 2016, by and between Christopher Lee Cobb and Friendswood
Development Company, in the original principal amount of $2,705,040. 
 Liens in favor of Camille O. Hoffmann pursuant to amended and restated promissory
note dated as of November 30, 2009, by and between Camille O. Hoffmann and Belle Meade Partners, LLC, in the original principal amount of $11,000,000. 

Liens in favor of Parcel 79, LLC and Parcel 115, LLC pursuant to deferred purchase money note dated as of July 11, 2013, by and between Parcel 79, LLC
and Parcel 115, LLC and U.S. Home Corporation, in the original principal amount of $913,500. 







 Liens in favor of South Shore Development Company pursuant to deferred purchase money note dated as of August 20,
2015, by and between South Shore Development Company and U.S. Home Corporation, in the original principal amount of $4,245,000. 
 Liens in favor of 633-4S
Ranch, Ltd. and Stahl Lane Ltd. pursuant to non-negotiable non-recourse real estate lien note dated as of February 27, 2015, by and between 633-4S Ranch, Ltd. and Stahl Lane Ltd. and Lennar Homes of Texas Land and Construction, LTD, in the
original principal amount of $11,977,191.11. 
 Liens in favor of JCCL-South Pointe West, LLC pursuant to purchase money promissory note secured by deed of
trust dated as of October 23, 2015, by and between JCCL-South Pointe West, LLC and Lennar Homes of California, INC, in the original principal amount of $13,917,447. 

Liens in favor of Texas Community Bank pursuant to real estate lien note dated as of February 27, 2015, by and between Texas Community Bank and Lennar
Homes of Texas Land and Construction, LTD, in the original principal amount of $10,200,000. 
 Liens in favor of McCune Realty Investment Co., L.P., Richard
J. Hoeksema and Robert E. Stanley, Jr., Co-Trustees of the Robert and Margaret Stanley Charitable Remainder Trust and Richard J. Hoeksema and Robert E. Stanley, Jr., Co-Trustees of the Margaret E. Stanley Residuary Trust pursuant to promissory note
secured by deed of trust dated as of October 3, 2014, by and between McCune Realty Investment Co., L.P., Richard J. Hoeksema and Robert E. Stanley, Jr., Co-Trustees of the Robert and Margaret Stanley Charitable Remainder Trust and Richard J.
Hoeksema and Robert E. Stanley, Jr., Co-Trustees of the Margaret E. Stanley Residuary Trust and Lennar Homes of California, Inc., in the original principal amount of $13,493,503. 

Liens in favor of BBX Capital Asset Management, LLC pursuant to note dated as of December 2015, by and between BBX Capital Asset Management, LLC and Bonterra
Lennar, LLC and Lennar Corporation, in the original principal amount of $10,000,000. 
 Liens in favor of LPC Commercial/Residential, LLC pursuant to
assignment and assumption agreement dated as of March 11, 2016, by and between LPC Commercial/Residential, LLC and U.S. Home Corporation, in the original principal amount of $9,081,941. 

Liens in favor of PHD Associates, LLC pursuant to promissory note dated as of March 11, 2016, by and between PHD Associates, LLC and U.S. Home
Corporation, in the original principal amount of $1,864,059. 
 Liens in favor of Villagio, L.L.C., pursuant to mortgage note dated as of August 14, 2014,
by and between Villagio L.L.C., and U.S. Home Corporation in the original principal amount of $6,900,000. 
 Liens in favor of The 1992 Guniganti Shelter
Trust pursuant to promissory note dated as of June 5, 2015, by and between The 1992 Guniganti Shelter Trust and Friendswood Development Company, LLC, in the original principal amount of $1,454,100. 







 Liens in favor of Cal West Investors LLC and Optimistic Partners, LLC pursuant to promissory note dated as of
November 6, 2015, by and between Cal West Investors LLC and Optimistic Partners, LLC and Lennar Homes of California, in the original principal amount of $3,320,000. 

Liens in favor of Liberty Bankers Life Insurance Company, pursuant to Assumption and Modification Agreement dated as of February 2016 by and between Liberty
Bankers Life Insurance Company, 165 Howe, L.P., Mehrdad Moayidi and Lennar Colorado, LLC, in the original amount of $3,000,000. 
 Liens in favor of
Schroeder Manatee Ranch, Inc pursuant to third amendment to agreement for purchase and sale as of November 7, 2015, by and between Schroeder Manatee Ranch, Inc and Lennar Homes, LLC in the original principal amount of $2,000,000. 

Liens in favor of Putnam at Tinton Falls Limited Liability Company, pursuant to note dated as of September 3, 2014, by and between Putnam at Tinton Falls
Limited Liability Company, and U.S. Home Corporation in the original principal amount of $4,000,000. 
 Liens in favor of Dreamcraft Severn, LLC pursuant to
non-recourse deferred assignment fee note dated as of January 3, 2013, by and between Dreamcraft Severn, LLC and U.S. Home Corporation, in the original principal amount of $3,925,932. 

Liens in favor of Southstar Limited Partnership, pursuant to second installment non-recourse deferred purchase money note dated as of October 20, 2014,
by and between Southstar Limited Partnership and U.S. Home Corporation in the original principal amount of $2,296,973. 
 Liens in favor of Las Ventanas
Land Partners, Ltd pursuant to three notes dated as of June 4, 2013, by and between Las Ventanas Land Partners, Ltd and Lennar Homes of Texas Land and Construction, Ltd, in the original aggregate principal amount of $1,713,000. 

Liens in favor of Seaside Acquisition LLC, pursuant to final closing second installment deferred purchase money note dated as of December 23, 2015, by
and between Seaside Acquisition LLC, and U.S. Home Corporation in the original principal amount of $1,820,764. 
 Liens in favor of MC 140, LLC, pursuant to
promissory note dated as of September 3, 2014, by and between MC 140, LLC, and Lennar Arizona, INC., in the original principal amount of $1,327,387. 

Liens in favor of Marshall Creek, LTD pursuant to builder agreement, by and between Marshall Creek, LTD and Lennar Homes, LLC in the original principal amount
of $750,000. 
 Liens in favor of Koch-Riva Properties Group, LLC pursuant to contingent non-recourse deferred promissory note dated as of February 10,
2015, by and between Koch-Riva Properties Group, LLC and U.S. Home Corporation in the original principal amount of $400,000. 







 Liens in favor of Margie McCracken pursuant to promissory note dated as of December 14, 2011, by and between
Margie McCracken and Lennar Homes of Texas Land and Construction, LTD., in the original principal amount of $1,000,000. 
 Liens in favor of Kellogg-CCP,
LLC pursuant to non-recourse deferred purchase money note (final installment) dated as of May 17, 2013, by and between Kellogg-CCP, LLC and U.S. Home Corporation, in the original principal amount of $6,614,711. 

Liens in favor of Kellogg-CCP, LLC pursuant to deferred purchase money note (final installment) dated as of June 27, 2014, by and between Kellogg-CCP,
LLC and U.S. Home Corporation, in the original principal amount of $1,513,000. 
 Liens in favor of Eisenhower Property Group, L.L.C., pursuant to ninth
amendment to agreement for the purchase and sale of real property, by and between Eisenhower Property Group, L.L.C. and Lennar Homes, LLC, in the original principal amount of $2,000,000. 

Liens in favor of LP Damonte, LLC, pursuant to purchase money promissory note secured by deed of trust dated as of May 12, 2015,, by and between LP
Damonte, LLC and Lennar Reno, LLC, in the original principal amount of $3,000,000. 
 Liens in favor of Meritage Homes of Florida, Inc., pursuant to
purchase and sale agreement and joint instructions dated as of May 14, 2015, by and between Meritage Homes of Florida, Inc. and Lennar Homes, LLC, in the original principal amount of $1,777,750. 

Liens in favor of 9604 Marbach Place Ventures, Ltd., pursuant to non-negotiable non-recourse real estate lien note dated as of August 25, 2015, by and
between 9604 Marbach Place Ventures, Ltd. and Lennar Homes of Texas Land and Construction, Ltd., in the original principal amount of $469,200. 
 Liens in
favor of RHO Investor, LLC, pursuant to agreement for the purchase and sale of real property dated as of March 28, 2014, by and between RHO Investor, LLC and Lennar Homes, LLC, in the original principal amount of $3,880,000. 

Liens in favor of Cassidy Holdings Group, Inc., pursuant to reinstatement and fifth amendment to agreement to assign (Riverbend West) dated as of
November 2, 2014, by and between Cassidy Holdings Group, Inc. and Lennar Homes, LLC, in the original principal amount of $1,290,000. 
 Liens in favor
of Rampart Holding, LLC, pursuant to promissory note dated as of July 23, 2014, by and between Rampart Holding, LLC and Lennar Homes of Texas Land and Construction, LTD., in the original principal amount of $244,000. 

Liens in favor of GP Homes, LLC, pursuant to second amendment to purchase and sale agreement dated as of February 10, 2016, by and between GP Homes, LLC
and Lennar Homes, LLC. 







 Liens in favor of Wells Fargo Bank, National Association pursuant to promissory note secured by mortgage dated as
of September 25, 2014, by and between Wells Fargo Bank, National Association and UST Lennar PIS 12, LP, in the principal amount of $87,841,000 or so much thereof as may from time to time be owing. 

Liens in favor of Florida Community Bank, N.A., pursuant to promissory note dated as of May 27, 2016, by and between Florida Community Bank, N.A. and Len
– Little Harbor, LLC, in the original principal amount of $13,600,000. 
 Liens in favor of Wyn Investors, LLC, pursuant to promissory note dated as of
May 6, 2016, by and between Wyn Investors, LLC and Lennar Homes, LLC, in the original principal amount of $7,551,713.97. 
 Escrow deposits and restricted
cash held in accounts maintained with Bank of America, Citibank, JPMorgan Chase and Wells Fargo. 
 Liens in favor of Heritage Isle at Viera Community
Development District (Brevard County, Florida) Special Assessment Revenue Bonds, Series 2004B. 
 Liens in favor of Palm Glades Community Development
District (Miami-Dade County, Florida) Special Assessment Bonds, Series 2006B. 
 Liens in favor of Century Gardens at Tamiami Community Development
District (Miami-Dade County, Florida) Special Assessment Bonds, Series 2007B. 
 Liens in favor of Baywinds Community Development District (Homestead,
Florida) Special Assessment Bonds, Series 2006B. 
 Liens in favor of East Homestead Community Development District (Homestead, Florida) Special
Assessment Revenue Bonds, Series 2006B. 







 Schedule 1.1C    Guarantor Subsidiaries 

 

							
	 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
	 Cherrytree II LLC
	  	 	100.000	% 	 	MD
	 CL Ventures, LLC
	  	 	100.000	% 	 	FL
	 Colonial Heritage LLC
	  	 	100.000	% 	 	VA
	 Concord Station, LLP
	  	 	100.000	% 	 	FL
	 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 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
	 LenFive, LLC
	  	 	100.000	% 	 	DE
	 LenFive Sub, LLC
	  	 	100.000	% 	 	DE
	 LenFive Sub II, LLC
	  	 	100.000	% 	 	DE
	 LenFive Sub III, LLC
	  	 	100.000	% 	 	DE
	 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 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 Developers, Inc.
	  	 	100.000	% 	 	FL
	 Lennar Family of Builders GP, Inc.
	  	 	100.000	% 	 	DE
	 Lennar Family of Builders Limited Partnership
	  	 	100.000	% 	 	DE
	 Lennar Fresno, Inc.
	  	 	100.000	% 	 	CA
	 Lennar Georgia, Inc.
	  	 	100.000	% 	 	GA
	 Lennar Hingham Holdings, LLC
	  	 	100.000	% 	 	DE








 Schedule 1.1C    Guarantor Subsidiaries 

 

							
	 Name
	  	Ownership Percent	 	 	State of Incorporation
	 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 Tennessee, LLC
	  	 	100.00	% 	 	TN
	 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 Imperial Holdings Limited Partnership
	  	 	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 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 Port Imperial South, LLC
	  	 	100.000	% 	 	DE
	 Lennar Realty, Inc.
	  	 	100.000	% 	 	FL
	 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 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 West Valley, LLC
	  	 	100.000	% 	 	CA
	 Lennar.com Inc.
	  	 	100.000	% 	 	FL
	 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 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








 Schedule 1.1C    Guarantor Subsidiaries 

 

							
	 Name
	  	Ownership Percent	 	 	State of Incorporation
	 POMAC, LLC
	  	 	100.000	% 	 	MD
	 Prestonfield L.L.C.
	  	 	100.000	% 	 	IL
	 PT Metro, LLC
	  	 	100.000	% 	 	DE
	 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 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
	 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
	 Treasure Island Holdings, LLC
	  	 	100.000	% 	 	DE
	 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 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
	 UST Lennar Collateral Sub, LLC
	  	 	100.000	% 	 	DE
	 UST Lennar HW Scala SF Joint Venture
	  	 	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








 Schedule 3.1 
  

									
	 ISSUING ENTITY
	  	 LOC NUMBER
	  	 LOC ISSUE DATE
	  	 DOLLAR AMOUNT
	 
	 BOA
	  	3128926	  	8/30/2013	  	 	60,000.00	  
		  	3130445	  	3/20/2014	  	 	60,592.50	  
		  		  		  	  
	  
	 
	 BOA Total
	  		  		  	 	120,592.50	  
		  		  		  	  
	  
	 
	 CALIFORNIA BANK & TRUST
	  	SB06-2130 / SBPCA300140	  	12/20/2013	  	 	45,000.00	  
		  	SB06-2155 / SBPCA300164	  	3/6/2014	  	 	3,351,312.39	  
		  	SB06-2237	  	9/9/2014	  	 	829,969.00	  
		  	SB06-2238	  	9/9/2014	  	 	1,617,257.00	  
		  	SBPCA300498	  	7/23/2015	  	 	701,022.00	  
		  	SBPCA300499	  	7/23/2015	  	 	108,853.00	  
		  	SBPCA300528	  	12/15/2015	  	 	525,932.00	  
		  	SBPCA300529	  	12/15/2015	  	 	1,273,814.00	  
		  	SB06-2177 / SBPCA300182	  	3/31/2014	  	 	923,525.35	  
		  		  		  	  
	  
	 
	 CALIFORNIA BANK & TRUST Total
	  		  		  	 	9,376,684.74	  
		  		  		  	  
	  
	 
	 DEUTSCHE
	  	S20055	  	4/24/2013	  	 	1,213,936.00	  
		  		  		  	  
	  
	 
	 DEUTSCHE Total
	  		  		  	 	1,213,936.00	  
		  		  		  	  
	  
	 
	 PNC BANK
	  	18120188-00-000	  	8/7/2013	  	 	53,625.00	  
		  	18120784-00-000	  	12/3/2013	  	 	92,141.70	  
		  	18120847-00-000	  	12/11/2013	  	 	268,249.62	  
		  	18121151-00-000	  	2/4/2014	  	 	127,831.60	  
		  	18121354-00-000	  	3/13/2014	  	 	20,000.00	  
		  	18122714-00-000	  	11/6/2014	  	 	71,736.13	  
		  	18122715-00-000	  	11/6/2014	  	 	363,529.12	  
		  	18122878-00-000	  	12/10/2014	  	 	339,630.00	  
		  	18123193-00-000	  	1/28/2015	  	 	194,312.70	  
		  	18123194-00-000	  	1/28/2015	  	 	62,418.13	  
		  	18123245-00-000	  	2/18/2015	  	 	67,380.71	  
		  	18123616-00-000	  	4/22/2015	  	 	125,332.08	  
		  	18123817-00-000	  	5/26/2015	  	 	206,310.00	  
		  	18123856-00-000	  	5/28/2015	  	 	2,900,220.00	  
		  	18123858-00-000	  	5/28/2015	  	 	362,283.00	  
		  	18123931-00-000	  	6/16/2015	  	 	463,187.55	  
		  	18123979-00-000	  	6/22/2015	  	 	153,216.28	  
		  	18124037-00-000	  	7/8/2015	  	 	170,695.95	  
		  	18124038-00-000	  	7/8/2015	  	 	58,136.70	  
		  	18124712-00-000	  	11/23/2015	  	 	241,655.87	  
		  	18124765-00-000	  	11/18/2015	  	 	482,372.33	  
		  	18124766-00-000	  	11/18/2015	  	 	309,546.77	  
		  	18124772-00-000	  	11/18/2015	  	 	610,939.34	  
		  	18125062-00-000	  	1/6/2016	  	 	291,695.07	  
		  	18125586-00-000	  	4/27/2016	  	 	116,751.98	  
		  		  		  	  
	  
	 
	 PNC BANK Total
	  		  		  	 	8,153,197.63	  
		  		  		  	  
	  
	 
	 WELLS FARGO
	  	IS0137645U	  	1/14/2014	  	 	27,010.00	  
		  	IS0214353U	  	7/22/2014	  	 	54,791.06	  
		  	IS0276419U	  	2/18/2015	  	 	41,961.20	  
		  	IS0276420U	  	2/13/2015	  	 	43,662.48	  
		  	IS0299330U	  	5/14/2015	  	 	35,008.50	  









									
	 Schedule 3.1
  
	   
 

	 WELLS FARGO
	  	IS0313141U	  	6/25/2015	  	 	15,670.00	  
		  	IS0313148U	  	6/25/2015	  	 	18,075.00	  
		  	IS0313152U	  	6/25/2015	  	 	19,579.50	  
		  	IS0345069U	  	10/14/2015	  	 	17,161.50	  
		  	IS0345070U	  	10/14/2015	  	 	19,788.00	  
		  		  		  	  
	  
	 
	 WELLS FARGO Total
	  		  		  	 	292,707.24	  
		  		  		  	  
	  
	 
	 Grand Total
	  		  		  	 	19,157,118.11	  
		  		  		  	  
	  
	 








 Schedule 4.6 

Litigation 
 U.S. Home Corp. and
Lennar Corp. v. Settlers Crossing, LLC, et al., Civil Action No. DKC 08-1863 (D. Md.) 
 Cortina, et al. v. North American Title Co., Case
No. 07CECG01169. (Fresno County Superior Ct., CA) 







 Schedule 4.12 
  

							
	 Company Name
	  	 State
	    	Ultimate %	 
	 308 Furman, Ltd.
	  	 TX
	    	 	100.000	% 
	 360 Developers, LLC
	  	 FL
	    	 	100.000	% 
	 Ann Arundel Farms, Ltd.
	  	 TX
	    	 	100.000	% 
	 Aquaterra Utilities, Inc.
	  	 FL
	    	 	100.000	% 
	 Asbury Woods L.L.C.
	  	 IL
	    	 	100.000	% 
	 Astoria Options, LLC
	  	 DE
	    	 	100.000	% 
	 Aylon, LLC
	  	 DE
	    	 	100.000	% 
	 Bainebridge 249, LLC
	  	 FL
	    	 	100.000	% 
	 Bay Colony Expansion 369, Ltd.
	  	 TX
	    	 	100.000	% 
	 Bay River Colony Development, Ltd.
	  	 TX
	    	 	100.000	% 
	 BB Investment Holdings, LLC
	  	 NV
	    	 	100.000	% 
	 BCI Properties, LLC
	  	 NV
	    	 	100.000	% 
	 Bellagio Lennar, LLC
	  	 FL
	    	 	100.000	% 
	 Belle Meade LEN Holdings, LLC
	  	 FL
	    	 	100.000	% 
	 Belle Meade Partners, LLC
	  	 FL
	    	 	100.000	% 
	 Bonterra Lennar, LLC
	  	 FL
	    	 	100.000	% 
	 BPH I, LLC
	  	 NV
	    	 	100.000	% 
	 Bramalea California, Inc.
	  	 CA
	    	 	100.000	% 
	 Bressi Gardenlane, LLC
	  	 DE
	    	 	100.000	% 
	 Builders LP, Inc.
	  	 DE
	    	 	100.000	% 
	 Cambria L.L.C.
	  	 IL
	    	 	100.000	% 
	 Cary Woods, LLC
	  	 IL
	    	 	100.000	% 
	 Casa Marina Development, LLC
	  	 FL
	    	 	100.000	% 
	 Caswell Acquisition Group, LLC
	  	 DE
	    	 	100.000	% 
	 Central Park West Holdings, LLC
	  	 DE
	    	 	100.000	% 
	 Cherrytree II LLC
	  	 MD
	    	 	100.000	% 
	 CL Ventures, LLC
	  	 FL
	    	 	100.000	% 
	 Club Bonterra Lennar, LLC
	  	 FL
	    	 	100.000	% 
	 Coco Palm 82, LLC
	  	 FL
	    	 	100.000	% 
	 Colonial Heritage LLC
	  	 VA
	    	 	100.000	% 
	 Concord Station, LLP
	  	 FL
	    	 	100.000	% 
	 Coventry L.L.C.
	  	 IL
	    	 	100.000	% 
	 CP Red Oak Management, LLC
	  	 TX
	    	 	100.000	% 
	 CP Red Oak Partners, Ltd.
	  	 TX
	    	 	100.000	% 
	 CPFE, LLC
	  	 MD
	    	 	100.000	% 
	 Creekside Crossing, L.L.C.
	  	 IL
	    	 	100.000	% 
	 Crest at Fondren Holdings, LLC.
	  	 DE
	    	 	100.000	% 
	 Crest at Fondren Investor, LLC.
	  	 DE
	    	 	100.000	% 
	 Danville Tassajara Partners, LLC (inactive but not formally dissolved)
	  	 DE
	    	 	100.000	% 
	 Darcy-Joliet L.L.C.
	  	 IL
	    	 	100.000	% 









							
	 DBJ Holdings, LLC
	  	 NV
	    	 	100.000	% 
	 DCA Financial, LLC
	  	 FL
	    	 	100.000	% 
	 DTC Holdings of Florida, LLC
	  	 FL
	    	 	100.000	% 
	 Durrell 33, LLC
	  	 NJ
	    	 	100.000	% 
	 Eagle Bend Commercial, LLC
	  	 CO
	    	 	100.000	% 
	 Eagle Home Mortgage of California, Inc.
	  	 CA
	    	 	100.000	% 
	 Eagle Mortgage Holdings, LLC
	  	 DE
	    	 	100.000	% 
	 Edgefield Holdings, LLC
	  	 DE
	    	 	100.000	% 
	 Edgewater Reinsurance, Ltd.
	  		    	 	100.000	% 
	 Escena-PSC, LLC
	  	 DE
	    	 	100.000	% 
	 Estates Seven, LLC
	  	 DE
	    	 	100.000	% 
	 EV, LLC
	  	 MD
	    	 	100.000	% 
	 Evergreen Village LLC
	  	 DE
	    	 	100.000	% 
	 F&R Florida Homes, LLC
	  	 FL
	    	 	100.000	% 
	 F&R QVI Home Investments USA, LLC
	  	 DE
	    	 	100.000	% 
	 Fidelity Guaranty and Acceptance Corp.
	  	 DE
	    	 	100.000	% 
	 FLORDADE LLC
	  	 FL
	    	 	100.000	% 
	 Fox-Maple Associates, LLC
	  	 NJ
	    	 	100.000	% 
	 Friendswood Development Company, LLC
	  	 TX
	    	 	100.000	% 
	 Garco Investments, LLC
	  	 FL
	    	 	100.000	% 
	 Greystone Construction, Inc.
	  	 AZ
	    	 	100.000	% 
	 Greystone Homes of Nevada, Inc.
	  	 DE
	    	 	100.000	% 
	 Greystone Homes, Inc.
	  	 DE
	    	 	100.000	% 
	 Greystone Nevada, LLC
	  	 DE
	    	 	100.000	% 
	 Greywall Club L.L.C.
	  	 IL
	    	 	100.000	% 
	 Hammocks Lennar LLC
	  	 FL
	    	 	100.000	% 
	 Harveston, LLC
	  	 DE
	    	 	100.000	% 
	 Haverton L.L.C.
	  	 IL
	    	 	100.000	% 
	 HCC Investors, LLC
	  	 DE
	    	 	100.000	% 
	 Heathcote Commons LLC
	  	 VA
	    	 	100.000	% 
	 Heritage of Auburn Hills, L.L.C.
	  	 MI
	    	 	100.000	% 
	 Hewitts Landing Trustee, LLC
	  	 MA
	    	 	100.000	% 
	 Home Buyer’s Advantage Realty, Inc.
	  	 TX
	    	 	100.000	% 
	 Homecraft Corporation
	  	 TX
	    	 	100.000	% 
	 HTC Golf Club, LLC
	  	 CO
	    	 	100.000	% 
	 Inactive Companies, LLC
	  	 FL
	    	 	100.000	% 
	 Independence L.L.C.
	  	 VA
	    	 	100.000	% 
	 Independence Orlando, LLC
	  	 FL
	    	 	100.000	% 
	 Isles at Bayshore Club, LLC
	  	 FL
	    	 	100.000	% 
	 Kendall Hammocks Commercial, LLC
	  	 FL
	    	 	100.000	% 
	 LAC MOUNTAIN VIEW INVESTOR, LLC
	  	 DE
	    	 	100.000	% 
	 Lakelands at Easton, L.L.C.
	  	 MD
	    	 	100.000	% 
	 Lakeside Farm, LLC
	  	 MD
	    	 	100.000	% 
	 LCD Asante, LLC
	  	 DE
	    	 	100.000	% 









							
	 LCI Downtown Doral Investor, LLC
	  	 DE
	    	 	100.000	% 
	 LCI North DeKalb Investor GP, LLC
	  	 DE
	    	 	100.000	% 
	 LCI North DeKalb Investor LP, LLC
	  	 DE
	    	 	100.000	% 
	 Legends Club, LLC
	  	 FL
	    	 	100.000	% 
	 Legends Golf Club, LLC
	  	 FL
	    	 	100.000	% 
	 LEN - Belle Meade, LLC
	  	 FL
	    	 	100.000	% 
	 Len - Little Harbor, LLC
	  	 DE
	    	 	100.000	% 
	 LEN - OBS Windemere, LLC
	  	 DE
	    	 	100.000	% 
	 LEN - Palm Vista, LLC
	  	 FL
	    	 	100.000	% 
	 Len FW Investor, LLC
	  	 DE
	    	 	100.000	% 
	 LEN OT Holdings, LLC
	  	 FL
	    	 	100.000	% 
	 LEN Paradise Cable, LLC
	  	 FL
	    	 	100.000	% 
	 LEN Paradise Operating, LLC
	  	 FL
	    	 	100.000	% 
	 Len Paradise, LLC
	  	 FL
	    	 	100.000	% 
	 LEN-CG South, LLC
	  	 FL
	    	 	100.000	% 
	 Lencraft, LLC
	  	 MD
	    	 	100.000	% 
	 LenFive Sub II, LLC
	  	 DE
	    	 	100.000	% 
	 LenFive Sub III, LLC
	  	 DE
	    	 	100.000	% 
	 LenFive Sub, LLC
	  	 DE
	    	 	100.000	% 
	 LenFive, LLC
	  	 DE
	    	 	100.000	% 
	 LENH I, LLC
	  	 FL
	    	 	100.000	% 
	 Len-Hawks Point, LLC
	  	 FL
	    	 	100.000	% 
	 Len-MN, LLC
	  	 DE
	    	 	100.000	% 
	 Lennar Aircraft I, LLC
	  	 DE
	    	 	100.000	% 
	 Lennar Arizona Construction, Inc.
	  	 AZ
	    	 	100.000	% 
	 Lennar Arizona, Inc.
	  	 AZ
	    	 	100.000	% 
	 Lennar Associates Management Holding Company
	  	 FL
	    	 	100.000	% 
	 Lennar Associates Management, LLC
	  	 DE
	    	 	100.000	% 
	 Lennar at Jackson, LLC
	  	 DE
	    	 	100.000	% 
	 Lennar at Monroe, LLC
	  	 DE
	    	 	100.000	% 
	 Lennar Avenue One, LLC
	  	 DE
	    	 	100.000	% 
	 Lennar Berkeley, LLC
	  	 NJ
	    	 	100.000	% 
	 Lennar Bridges, LLC
	  	 CA
	    	 	100.000	% 
	 Lennar Buffington Colorado Crossing, L.P.
	  	 TX
	    	 	100.000	% 
	 Lennar Buffington Zachary Scott, L.P.
	  	 TX
	    	 	100.000	% 
	 Lennar Carolinas, LLC
	  	 DE
	    	 	100.000	% 
	 Lennar Central Park, LLC
	  	 DE
	    	 	100.000	% 
	 Lennar Central Region Sweep, Inc.
	  	 NV
	    	 	100.000	% 
	 Lennar Central Texas, L.P.
	  	 TX
	    	 	100.000	% 
	 Lennar Chicago, Inc.
	  	 IL
	    	 	100.000	% 
	 Lennar Cobra, LLC
	  	 DE
	    	 	100.000	% 
	 Lennar Colorado Minerals LLC
	  	 CO
	    	 	100.000	% 
	 Lennar Colorado, LLC
	  	 CO
	    	 	100.000	% 
	 Lennar Commercial, LLC
	  	 DE
	    	 	100.000	% 









							
	 Lennar Communities Development, Inc.
	  	 DE
	    	 	100.000	% 
	 Lennar Communities Nevada, LLC
	  	 NV
	    	 	100.000	% 
	 Lennar Communities of Chicago L.L.C.
	  	 IL
	    	 	100.000	% 
	 Lennar Communities, Inc.
	  	 CA
	    	 	100.000	% 
	 Lennar Concord, LLC
	  	 DE
	    	 	100.000	% 
	 Lennar Construction, Inc.
	  	 AZ
	    	 	100.000	% 
	 Lennar Courts, LLC
	  	 FL
	    	 	100.000	% 
	 Lennar Developers, Inc.
	  	 FL
	    	 	100.000	% 
	 Lennar Ewing, LLC
	  	 NJ
	    	 	100.000	% 
	 Lennar Family of Builders GP, Inc.
	  	 DE
	    	 	100.000	% 
	 Lennar Family of Builders Limited Partnership
	  	 DE
	    	 	100.000	% 
	 Lennar Financial Services, LLC
	  	 FL
	    	 	100.000	% 
	 Lennar Flamingo, LLC
	  	 FL
	    	 	100.000	% 
	 Lennar Fresno, Inc.
	  	 CA
	    	 	100.000	% 
	 Lennar Gardens, LLC
	  	 FL
	    	 	100.000	% 
	 Lennar Georgia, Inc.
	  	 GA
	    	 	100.000	% 
	 Lennar Greer Ranch Venture, LLC
	  	 CA
	    	 	100.000	% 
	 Lennar Heritage Fields, LLC
	  	 CA
	    	 	100.000	% 
	 Lennar Hingham Holdings, LLC
	  	 DE
	    	 	100.000	% 
	 Lennar Hingham JV, LLC
	  	 DE
	    	 	100.000	% 
	 Lennar Homes Holding, LLC
	  	 DE
	    	 	100.000	% 
	 Lennar Homes NJ, LLC
	  	 DE
	    	 	100.000	% 
	 Lennar Homes of Arizona, Inc.
	  	 AZ
	    	 	100.000	% 
	 Lennar Homes of California, Inc.
	  	 CA
	    	 	100.000	% 
	 LENNAR HOMES OF TENNESSEE, LLC
	  	 DE
	    	 	100.000	% 
	 Lennar Homes of Texas Land and Construction, Ltd.
	  	 TX
	    	 	100.000	% 
	 Lennar Homes of Texas Sales and Marketing, Ltd.
	  	 TX
	    	 	100.000	% 
	 Lennar Homes, LLC
	  	 FL
	    	 	100.000	% 
	 Lennar Imperial Holdings Limited Partnership
	  	 DE
	    	 	100.000	% 
	 Lennar International Holding, LLC
	  	 DE
	    	 	100.000	% 
	 Lennar International, LLC
	  	 DE
	    	 	100.000	% 
	 Lennar Lakeside Investor, LLC
	  	 DE
	    	 	100.000	% 
	 Lennar Layton, LLC
	  	 DE
	    	 	100.000	% 
	 Lennar Long Beach Promenade Partners, LLC
	  	 DE
	    	 	100.000	% 
	 Lennar Lytle, LLC
	  	 DE
	    	 	100.000	% 
	 Lennar Mare Island, LLC
	  	 CA
	    	 	100.000	% 
	 Lennar Marina A Funding, LLC
	  	 DE
	    	 	100.000	% 
	 Lennar Massachusetts Properties, Inc.
	  	 DE
	    	 	100.000	% 
	 Lennar MF Holdings, LLC
	  	 DE
	    	 	100.000	% 
	 Lennar Middletown, LLC
	  	 NJ
	    	 	100.000	% 
	 Lennar Multifamily BTC Venture GP Subsidiary, LLC
	  	 DE
	    	 	100.000	% 
	 Lennar Multifamily BTC Venture GP, LLC
	  	 DE
	    	 	100.000	% 
	 Lennar Multifamily BTC Venture LP, LLC
	  	 DE
	    	 	100.000	% 
	 Lennar Multifamily Communities, LLC
	  	 DE
	    	 	100.000	% 









							
	 Lennar New Jersey Properties, Inc.
	  	 DE
	    	 	100.000	% 
	 Lennar New York, LLC
	  	 NY
	    	 	100.000	% 
	 Lennar Northeast Properties LLC
	  	 NJ
	    	 	100.000	% 
	 Lennar Northeast Properties, Inc.
	  	 NV
	    	 	100.000	% 
	 Lennar Northwest, Inc.
	  	 DE
	    	 	100.000	% 
	 Lennar OHB, LLC
	  	 NJ
	    	 	100.000	% 
	 Lennar Pacific Properties Management, Inc.
	  	 DE
	    	 	100.000	% 
	 Lennar Pacific Properties, Inc.
	  	 DE
	    	 	100.000	% 
	 Lennar Pacific, Inc.
	  	 DE
	    	 	100.000	% 
	 Lennar PI Acquisition, LLC
	  	 NJ
	    	 	100.000	% 
	 Lennar PI Property Acquisition, LLC
	  	 NJ
	    	 	100.000	% 
	 Lennar PIS Management Company, LLC
	  	 DE
	    	 	100.000	% 
	 Lennar Plumsted LLC
	  	 NJ
	    	 	100.000	% 
	 Lennar PNW, Inc.
	  	 WA
	    	 	100.000	% 
	 Lennar Point, LLC
	  	 NJ
	    	 	100.000	% 
	 Lennar Port Imperial South, LLC
	  	 DE
	    	 	100.000	% 
	 Lennar Realty, Inc.
	  	 FL
	    	 	100.000	% 
	 Lennar Renaissance, Inc.
	  	 CA
	    	 	100.000	% 
	 Lennar Reno, LLC
	  	 NV
	    	 	100.000	% 
	 Lennar Rialto Investment LP
	  	 DE
	    	 	100.000	% 
	 Lennar Riverside West Urban Renewal Company, L.L.C.
	  	 NJ
	    	 	100.000	% 
	 Lennar Riverside West, LLC
	  	 DE
	    	 	100.000	% 
	 Lennar Sacramento, Inc.
	  	 CA
	    	 	100.000	% 
	 Lennar Sales Corp.
	  	 CA
	    	 	100.000	% 
	 Lennar San Jose Holdings, Inc.
	  	 CA
	    	 	100.000	% 
	 Lennar Southland I, Inc.
	  	 CA
	    	 	100.000	% 
	 Lennar Southwest Holding Corp.
	  	 NV
	    	 	100.000	% 
	 Lennar Spencer’s Crossing, LLC
	  	 DE
	    	 	100.000	% 
	 Lennar Texas Holding Company
	  	 TX
	    	 	100.000	% 
	 Lennar Trading Company, LP
	  	 TX
	    	 	100.000	% 
	 Lennar Ventures, LLC
	  	 FL
	    	 	100.000	% 
	 Lennar West Valley, LLC
	  	 CA
	    	 	100.000	% 
	 Lennar.com Inc.
	  	 FL
	    	 	100.000	% 
	 Lennar/LNR Camino Palomar, LLC
	  	 CA
	    	 	100.000	% 
	 Lennar/Shadeland, LLC
	  	 PA
	    	 	100.000	% 
	 Lennar-Lantana Boatyard, Inc.
	  	 FL
	    	 	100.000	% 
	 LEN-Ryan 1, LLC
	  	 FL
	    	 	100.000	% 
	 Len-Verandahs, LLP
	  	 FL
	    	 	100.000	% 
	 LFS Holding Company, LLC
	  	 DE
	    	 	100.000	% 
	 LFS Securities, LLC
	  	 FL
	    	 	100.000	% 
	 LH Eastwind, LLC
	  	 FL
	    	 	100.000	% 
	 LH-EH Layton Lakes Estates, LLC
	  	 AZ
	    	 	100.000	% 
	 LHI Renaissance, LLC
	  	 FL
	    	 	100.000	% 
	 LMC 1001 Olive Investor, LLC
	  	 DE
	    	 	100.000	% 









							
	 LMC 144th and Grant Investor, LLC
	  	 DE
	    	 	100.000	% 
	 LMC 2401 Blake Street Holdings, LLC
	  	 DE
	    	 	100.000	% 
	 LMC Axis Westminster Holdings, LLC
	  	 DE
	    	 	100.000	% 
	 LMC Axis Westminster Investor, LLC
	  	 DE
	    	 	100.000	% 
	 LMC Berkeley I Investor, LLC
	  	 DE
	    	 	100.000	% 
	 LMC Berry Hill Lofts Holdings, LLC
	  	 DE
	    	 	100.000	% 
	 LMC Berry Hill Lofts Investor, LLC
	  	 DE
	    	 	100.000	% 
	 LMC Boca City Walk Developer, LLC
	  	 DE
	    	 	100.000	% 
	 LMC Boca City Walk Investor, LLC
	  	 DE
	    	 	100.000	% 
	 LMC Chandler and McClintock Holdings, LLC
	  	 DE
	    	 	100.000	% 
	 LMC Charlotte Ballpark Developer, LLC
	  	 DE
	    	 	100.000	% 
	 LMC Cityville Oak Park Holdings, LLC
	  	 DE
	    	 	100.000	% 
	 LMC Cityville Oak Park Investor, LLC
	  	 DE
	    	 	100.000	% 
	 LMC Crest at Park West Holdings, LLC
	  	 DE
	    	 	100.000	% 
	 LMC Development, LLC
	  	 DE
	    	 	100.000	% 
	 LMC Emeryville I Lennar Investor, LLC
	  	 DE
	    	 	100.000	% 
	 LMC Gateway Investor, LLC
	  	 DE
	    	 	100.000	% 
	 LMC Gateway Venture, LLC
	  	 DE
	    	 	100.000	% 
	 LMC Gilman Square Investor, LLC
	  	 DE
	    	 	100.000	% 
	 LMC Hollywood Highland Investor, LLC
	  	 DE
	    	 	100.000	% 
	 LMC Huntington Crossing Holdings, LLC
	  	 DE
	    	 	100.000	% 
	 LMC Living, Inc.
	  	 CA
	    	 	100.000	% 
	 LMC Living, LLC
	  	 DE
	    	 	100.000	% 
	 LMC Malden Station Investor, LLC
	  	 DE
	    	 	100.000	% 
	 LMC Millenia Investor II, LLC
	  	 DE
	    	 	100.000	% 
	 LMC Millenia Investor, LLC
	  	 DE
	    	 	100.000	% 
	 LMC Mountain View Holdings II, LLC
	  	 DE
	    	 	100.000	% 
	 LMC NE Minneapolis Lot 2 Holdings, LLC
	  	 DE
	    	 	100.000	% 
	 LMC New Bern Holdings, LLC
	  	 DE
	    	 	100.000	% 
	 LMC New Bern Investor, LLC
	  	 DE
	    	 	100.000	% 
	 LMC Oak Park Holdings, LLC
	  	 DE
	    	 	100.000	% 
	 LMC Parkfield Investor, LLC
	  	 DE
	    	 	100.000	% 
	 LMC Righters Ferry Holdings, LLC
	  	 DE
	    	 	100.000	% 
	 LMC River North Holdings, LLC
	  	 DE
	    	 	100.000	% 
	 LMC San Francisco I Holdings, LLC
	  	 DE
	    	 	100.000	% 
	 LMC Taylor Street Holdings, LLC
	  	 DE
	    	 	100.000	% 
	 LMC Venture Developer, LLC
	  	 DE
	    	 	100.000	% 
	 LMC West Loop Investor, LLC
	  	 DE
	    	 	100.000	% 
	 LMI - Jacksonville Investor, LLC
	  	 DE
	    	 	100.000	% 
	 LMI - South Kings Development Investor, LLC
	  	 DE
	    	 	100.000	% 
	 LMI - West Seattle Holdings, LLC
	  	 DE
	    	 	100.000	% 
	 LMI - West Seattle Investor, LLC
	  	 DE
	    	 	100.000	% 
	 LMI - West Seattle, LLC
	  	 DE
	    	 	100.000	% 
	 LMI (150 OCEAN) INVESTOR, LLC
	  	 DE
	    	 	100.000	% 









							
	 LMI 99 Hudson Developer, LLC
	  	 DE
	    	 	100.000	% 
	 LMI 99 Hudson Investor, LLC
	  	 DE
	    	 	100.000	% 
	 LMI Cell Tower Investors, LLC
	  	 DE
	    	 	100.000	% 
	 LMI City Walk Investor, LLC
	  	 DE
	    	 	100.000	% 
	 LMI Collegedale Investor, LLC
	  	 DE
	    	 	100.000	% 
	 LMI Collegedale, LLC
	  	 DE
	    	 	100.000	% 
	 LMI Contractors, LLC
	  	 DE
	    	 	100.000	% 
	 LMI Glencoe Dallas Investor, LLC
	  	 DE
	    	 	100.000	% 
	 LMI Lakes West Covina Investor, LLC
	  	 DE
	    	 	100.000	% 
	 LMI Largo Park Investor, LLC
	  	 DE
	    	 	100.000	% 
	 LMI Las Colinas Station, LLC
	  	 DE
	    	 	100.000	% 
	 LMI Naperville Investor, LLC
	  	 DE
	    	 	100.000	% 
	 LMI Pacific Tower, LLC
	  	 DE
	    	 	100.000	% 
	 LMI Park Central Investor, LLC
	  	 DE
	    	 	100.000	% 
	 LMI Park Central Two, LLC
	  	 DE
	    	 	100.000	% 
	 LMI Peachtree Corners Investor, LLC
	  	 DE
	    	 	100.000	% 
	 LMI Peachtree Corners, LLC
	  	 DE
	    	 	100.000	% 
	 LMI Pearl Apartment Homes Investor, LLC
	  	 DE
	    	 	100.000	% 
	 LMI Redwood City Investor, LLC
	  	 DE
	    	 	100.000	% 
	 LMI TEMPE 601 W. RIO SALADO INVESTOR, LLC
	  	 DE
	    	 	100.000	% 
	 LMI-AECOM Holdings, LLC
	  	 DE
	    	 	100.000	% 
	 LMI-AECOM Jersey City, LLC
	  	 DE
	    	 	100.000	% 
	 LMICS, LLC
	  	 DE
	    	 	100.000	% 
	 LMI-JC Developer, LLC
	  	 DE
	    	 	100.000	% 
	 LMI-JC, LLC
	  	 DE
	    	 	100.000	% 
	 LMV Annapolis Holdings, LLC
	  	 DE
	    	 	100.000	% 
	 LMV Annapolis REIT, LLC
	  	 DE
	    	 	100.000	% 
	 LMV Interbay Holdings, LLC
	  	 DE
	    	 	100.000	% 
	 LNC at Meadowbrook, LLC
	  	 IL
	    	 	100.000	% 
	 LNC at Ravenna, LLC
	  	 IL
	    	 	100.000	% 
	 LNC Communities I, Inc.
	  	 CO
	    	 	100.000	% 
	 LNC Communities II, LLC
	  	 CO
	    	 	100.000	% 
	 LNC Communities III, Inc.
	  	 CO
	    	 	100.000	% 
	 LNC Communities IV, LLC
	  	 CO
	    	 	100.000	% 
	 LNC Communities V, LLC
	  	 CO
	    	 	100.000	% 
	 LNC Communities VI, LLC
	  	 CO
	    	 	100.000	% 
	 LNC Communities VII, LLC
	  	 CO
	    	 	100.000	% 
	 LNC Communities VIII, LLC
	  	 CO
	    	 	100.000	% 
	 LNC Northeast Mortgage, Inc.
	  	 DE
	    	 	100.000	% 
	 LNC Pennsylvania Realty, Inc.
	  	 PA
	    	 	100.000	% 
	 Long Beach Development, LLC
	  	 TX
	    	 	100.000	% 
	 Longleaf Acquisition, LLC
	  	 FL
	    	 	100.000	% 
	 Lori Gardens Associates II, LLC
	  	 NJ
	    	 	100.000	% 
	 Lori Gardens Associates III, LLC
	  	 NJ
	    	 	100.000	% 









							
	 Lori Gardens Associates, L.L.C.
	  	 NJ
	    	 	100.000	% 
	 Lorton Station, LLC
	  	 VA
	    	 	100.000	% 
	 LW D’Andrea, LLC
	  	 DE
	    	 	100.000	% 
	 Madrona Ridge L.L.C.
	  	 IL
	    	 	100.000	% 
	 Madrona Village L.L.C.
	  	 IL
	    	 	100.000	% 
	 Madrona Village Mews L.L.C.
	  	 IL
	    	 	100.000	% 
	 Majestic Woods, LLC
	  	 NJ
	    	 	100.000	% 
	 Maple and Broadway Holdings, LLC
	  	 DE
	    	 	100.000	% 
	 Mid-County Utilities, Inc.
	  	 MD
	    	 	100.000	% 
	 Miralago West Lennar, LLC
	  	 FL
	    	 	100.000	% 
	 Mission Viejo 12S Venture, LP
	  	 CA
	    	 	100.000	% 
	 Mission Viejo Holdings, Inc.
	  	 CA
	    	 	100.000	% 
	 NASSA LLC
	  	 FL
	    	 	100.000	% 
	 NC Properties I, LLC
	  	 DE
	    	 	100.000	% 
	 NC Properties II, LLC
	  	 DE
	    	 	100.000	% 
	 North American Advantage Insurance Services, LLC
	  	 TX
	    	 	100.000	% 
	 North American Asset Development Corporation
	  	 CA
	    	 	100.000	% 
	 North American Exchange Company
	  	 CA
	    	 	100.000	% 
	 North American National Title Solutions, LLC
	  	 DE
	    	 	100.000	% 
	 North American National Title Solutions, LLC
	  	 MD
	    	 	100.000	% 
	 North American Services, LLC
	  	 CA
	    	 	100.000	% 
	 North American Title Agency, Inc.
	  	 NJ
	    	 	100.000	% 
	 North American Title Alliance, LLC
	  	 FL
	    	 	100.000	% 
	 North American Title Company (AZ)
	  	 AZ
	    	 	100.000	% 
	 North American Title Company (FL)
	  	 FL
	    	 	100.000	% 
	 North American Title Company (IL)
	  	 IL
	    	 	100.000	% 
	 North American Title Company (MD)
	  	 MD
	    	 	100.000	% 
	 North American Title Company (MN)
	  	 MN
	    	 	100.000	% 
	 North American Title Company (NV)
	  	 NV
	    	 	100.000	% 
	 North American Title Company (TX)
	  	 TX
	    	 	100.000	% 
	 North American Title Company of Colorado
	  	 CO
	    	 	100.000	% 
	 North American Title Company, Inc. (CA)
	  	 CA
	    	 	100.000	% 
	 North American Title Company, LLC (OH)
	  	 OH
	    	 	100.000	% 
	 North American Title Florida Alliance, LLC
	  	 FL
	    	 	100.000	% 
	 North American Title Group, Inc. (FL)
	  	 FL
	    	 	100.000	% 
	 North American Title Insurance Company
	  	 CA
	    	 	100.000	% 
	 North American Title, LLC (UT)
	  	 UT
	    	 	100.000	% 
	 North American Trust, Inc.
	  	 FL
	    	 	100.000	% 
	 Northbridge L.L.C.
	  	 IL
	    	 	100.000	% 
	 Northeastern Properties LP, Inc.
	  	 NV
	    	 	100.000	% 
	 OHC/Ascot Belle Meade, LLC
	  	 FL
	    	 	100.000	% 
	 One SR, L.P.
	  	 TX
	    	 	100.000	% 
	 Palm Gardens At Doral Clubhouse, LLC
	  	 FL
	    	 	100.000	% 
	 Palm Gardens at Doral, LLC
	  	 FL
	    	 	100.000	% 









							
	 Palm Springs Classic, LLC
	  	 DE
	    	 	100.000	% 
	 Palm Vista Preserve, LLC
	  	 FL
	    	 	100.000	% 
	 PD-Len Boca Raton, LLC
	  	 DE
	    	 	100.000	% 
	 PD-Len Delray, LLC
	  	 DE
	    	 	100.000	% 
	 PG Properties Holding, LLC
	  	 NC
	    	 	100.000	% 
	 Pioneer Meadows Development, LLC
	  	 NV
	    	 	100.000	% 
	 Pioneer Meadows Investments, LLC
	  	 NV
	    	 	100.000	% 
	 POMAC, LLC
	  	 MD
	    	 	100.000	% 
	 Port Imperial South Building 14, LLC
	  	 NJ
	    	 	100.000	% 
	 Prestonfield L.L.C.
	  	 IL
	    	 	100.000	% 
	 Providence Lakes, LLP
	  	 FL
	    	 	100.000	% 
	 PT Metro, LLC
	  	 DE
	    	 	100.000	% 
	 Raintree Village II L.L.C.
	  	 IL
	    	 	100.000	% 
	 Raintree Village L.L.C.
	  	 IL
	    	 	100.000	% 
	 Ral-Len BM, LLC
	  	 DE
	    	 	100.000	% 
	 Ral-Len, LLC
	  	 DE
	    	 	100.000	% 
	 Renaissance Joint Venture
	  	 FL
	    	 	100.000	% 
	 Reserve @ Pleasant Grove II LLC
	  	 NJ
	    	 	100.000	% 
	 Reserve @ Pleasant Grove LLC
	  	 NJ
	    	 	100.000	% 
	 Reserve at River Park, LLC
	  	 NJ
	    	 	100.000	% 
	 Reserve at South Harrison, LLC (inactive but not legally dissolved)
	  	 NJ
	    	 	100.000	% 
	 Rialto Capital Advisors of New York, LLC
	  	 DE
	    	 	100.000	% 
	 Rialto Capital Advisors, LLC
	  	 DE
	    	 	100.000	% 
	 Rialto Capital Management, LLC
	  	 DE
	    	 	100.000	% 
	 Rialto Capital Partners, LLC
	  	 DE
	    	 	100.000	% 
	 Rialto Capital Services, LLC
	  	 DE
	    	 	100.000	% 
	 Rialto Capital Servicing, LLC
	  	 DE
	    	 	100.000	% 
	 Rialto CMBS, LLC
	  	 DE
	    	 	100.000	% 
	 Rialto Corporation
	  	 DE
	    	 	100.000	% 
	 Rialto Holdings, LLC
	  	 DE
	    	 	100.000	% 
	 Rialto Investments, LLC
	  	 DE
	    	 	100.000	% 
	 RIALTO MEZZ HOLDINGS, LLC
	  	 DE
	    	 	100.000	% 
	 Rialto Mezz Partners GP, LLC
	  	 DE
	    	 	100.000	% 
	 Rialto Mortgage Finance, LLC
	  	 DE
	    	 	100.000	% 
	 RIALTO MORTGAGE INVESTMENTS, LLC
	  	 DE
	    	 	100.000	% 
	 Rialto Partners GP II, LLC
	  	 DE
	    	 	100.000	% 
	 Rialto Partners GP, LLC
	  	 DE
	    	 	100.000	% 
	 Rialto Property Management, Inc.
	  	 CA
	    	 	100.000	% 
	 Rialto Property Management, LLC
	  	 DE
	    	 	100.000	% 
	 Rialto REGI, LLC
	  	 FL
	    	 	100.000	% 
	 Rialto RL CML 2009-1, LLC
	  	 DE
	    	 	100.000	% 
	 Rialto RL RES 2009-1, LLC
	  	 DE
	    	 	100.000	% 
	 rialtodemo
	  	 DE
	    	 	100.000	% 
	 Rivendell Joint Venture
	  	 FL
	    	 	100.000	% 









							
	 Rivenhome Corporation
	  	FL	    	 	100.000	% 
	 RL BB Clearwater, LLC
	  	FL	    	 	100.000	% 
	 RL BB FINANCIAL, LLC
	  	FL	    	 	100.000	% 
	 RL BB Ocala, LLC
	  	FL	    	 	100.000	% 
	 RL BB-AL, LLC
	  	AL	    	 	100.000	% 
	 RL BB-FL ALHI, LLC.
	  	FL	    	 	100.000	% 
	 RL BB-FL Hillsborough, LLC
	  	FL	    	 	100.000	% 
	 RL BB-GA, LLC
	  	GA	    	 	100.000	% 
	 RL BB-IL, LLC
	  	IL	    	 	100.000	% 
	 RL BB-IN KRE OP, LLC.
	  	DE	    	 	100.000	% 
	 RL BB-IN KRE RE, LLC.
	  	DE	    	 	100.000	% 
	 RL BB-IN KRE, LLC.
	  	DE	    	 	100.000	% 
	 RL BB-MD CSM, LLC
	  	MD	    	 	100.000	% 
	 RL BB-MD RML, LLC.
	  	MD	    	 	100.000	% 
	 RL BB-MS, LLC
	  	MS	    	 	100.000	% 
	 RL BB-NC BOL 18, LLC
	  	NC	    	 	100.000	% 
	 RL BB-NC BOL, LLC
	  	NC	    	 	100.000	% 
	 RL BB-NC BSA, LLC
	  	NC	    	 	100.000	% 
	 RL BB-NC CCR, LLC
	  	NC	    	 	100.000	% 
	 RL BB-NC FCI, LLC
	  	NC	    	 	100.000	% 
	 RL BB-NC, LLC
	  	NC	    	 	100.000	% 
	 RL BB-OH, LLC
	  	OH	    	 	100.000	% 
	 RL BB-SC Brooksa, LLC
	  	SC	    	 	100.000	% 
	 RL BB-SC CLR II, LLC
	  	SC	    	 	100.000	% 
	 RL BB-SC CLR III, LLC
	  	SC	    	 	100.000	% 
	 RL BB-SC CLR IV, LLC
	  	SC	    	 	100.000	% 
	 RL BB-SC CLR V, LLC
	  	SC	    	 	100.000	% 
	 RL BB-SC CLR VI, LLC
	  	SC	    	 	100.000	% 
	 RL BB-SC CLR, LLC
	  	SC	    	 	100.000	% 
	 RL BB-SC CRRC, LLC
	  	SC	    	 	100.000	% 
	 RL BB-TN BRISTOL, LLC
	  	TN	    	 	100.000	% 
	 RL BB-TN RACEDAY TOWER, LLC
	  	TN	    	 	100.000	% 
	 RL BB-TN, LLC
	  	TN	    	 	100.000	% 
	 RL BB-TX, LLC
	  	TX	    	 	100.000	% 
	 RL BB-WV, LLC
	  	WV	    	 	100.000	% 
	 RL CMBS Holdings, LLC
	  	DE	    	 	100.000	% 
	 RL CMBS Investor, LLC
	  	DE	    	 	100.000	% 
	 RL REGI ARKANSAS, LLC
	  	AR	    	 	100.000	% 
	 RL REGI FINANCIAL, LLC
	  	FL	    	 	100.000	% 
	 RL REGI GEORGIA, LLC
	  	GA	    	 	100.000	% 
	 RL REGI KANSAS, LLC
	  	KS	    	 	100.000	% 
	 RL REGI LOUISIANA, LLC
	  	LA	    	 	100.000	% 
	 RL REGI MISSISSIPPI, LLC
	  	MS	    	 	100.000	% 
	 RL REGI MISSOURI, LLC
	  	MO	    	 	100.000	% 









							
	 RL REGI NORTH CAROLINA, LLC
	  	NC	    	 	100.000	% 
	 RL REGI SOUTH CAROLINA, LLC
	  	SC	    	 	100.000	% 
	 RL REGI TENNESSEE, LLC
	  	TN	    	 	100.000	% 
	 RL REGI VIRGINIA, LLC
	  	VA	    	 	100.000	% 
	 RL REGI-AL Carrington, LLC
	  	AL	    	 	100.000	% 
	 RL REGI-AL HMS, LLC
	  	AL	    	 	100.000	% 
	 RL REGI-AL HP, LLC.
	  	AL	    	 	100.000	% 
	 RL REGI-AR GBE, LLC
	  	AR	    	 	100.000	% 
	 RL REGI-FL APOPKA, LLC
	  	FL	    	 	100.000	% 
	 RL REGI-FL CRC, LLC
	  	FL	    	 	100.000	% 
	 RL REGI-FL CUTLER RIDGE, LLC
	  	FL	    	 	100.000	% 
	 RL Regi -FL ESH, LLC.
	  	FL	    	 	100.000	% 
	 RL REGI-FL FT. PIERCE, LLC
	  	FL	    	 	100.000	% 
	 RL REGI-FL GDL, LLC
	  	FL	    	 	100.000	% 
	 RL REGI-FL ITALIA, LLC
	  	FL	    	 	100.000	% 
	 RL REGI-FL PASCO COUNTY, LLC
	  	FL	    	 	100.000	% 
	 RL REGI-FL RDI, LLC
	  	FL	    	 	100.000	% 
	 RL REGI-FL RUSKIN, LLC
	  	FL	    	 	100.000	% 
	 RL REGI-FL SARASOTA, LLC
	  	FL	    	 	100.000	% 
	 RL REGI-FL TPL, LLC
	  	FL	    	 	100.000	% 
	 RL REGI-FL VARC, LLC
	  	FL	    	 	100.000	% 
	 RL REGI-GA AS VILLAS, LLC
	  	GA	    	 	100.000	% 
	 RL REGI-GA DRAD, LLC
	  	GA	    	 	100.000	% 
	 RL REGI-GA HAY DB, LLC
	  	GA	    	 	100.000	% 
	 RL REGI-GA KGI, LLC
	  	GA	    	 	100.000	% 
	 RL REGI-GA MHU, LLC
	  	GA	    	 	100.000	% 
	 RL REGI-GA RLR, LLC
	  	GA	    	 	100.000	% 
	 RL REGI-KS Conquest, LLC
	  	KS	    	 	100.000	% 
	 RL REGI-MO BRANSON, LLC
	  	MO	    	 	100.000	% 
	 RL REGI-MO GMB, LLC
	  	MO	    	 	100.000	% 
	 RL REGI-MO MOSCOW MILLS, LLC
	  	MO	    	 	100.000	% 
	 RL REGI-MO PIN OAK, LLC
	  	MO	    	 	100.000	% 
	 RL REGI-MS Double H, LLC
	  	MO	    	 	100.000	% 
	 RL REGI-MS OCEAN SPRINGS, LLC
	  	MS	    	 	100.000	% 
	 RL REGI-NC CIL, LLC
	  	NC	    	 	100.000	% 
	 RL REGI-NC CSP, LLC
	  	NC	    	 	100.000	% 
	 RL REGI-NC GTREE, LLC
	  	NC	    	 	100.000	% 
	 RL REGI-NC Little Wing, LLC.
	  	NC	    	 	100.000	% 
	 RL REGI-NC Mland, LLC
	  	NC	    	 	100.000	% 
	 RL REGI-NC MLD, LLC
	  	NC	    	 	100.000	% 
	 RL REGI-NC RALEIGH, LLC
	  	NC	    	 	100.000	% 
	 RL REGI-NC RFP, LLC
	  	NC	    	 	100.000	% 
	 RL REGI-NC SUGARM, LLC
	  	NC	    	 	100.000	% 
	 RL REGI-NM, LLC
	  	NM	    	 	100.000	% 









							
	 RL REGI-SC CTL, LLC
	  	SC	    	 	100.000	% 
	 RL Regi-SC CTL, LLC.
	  	SC	    	 	100.000	% 
	 RL REGI-SC LAKE E, LLC
	  	SC	    	 	100.000	% 
	 RL REGI-SC TCS, LLC
	  	SC	    	 	100.000	% 
	 RL Regi-SC TDG, LLC.
	  	SC	    	 	100.000	% 
	 RL REGI-SC TIG, LLC
	  	SC	    	 	100.000	% 
	 RL REGI-TN GVC, LLC
	  	TN	    	 	100.000	% 
	 RL REGI-TN OAK, LLC
	  	TN	    	 	100.000	% 
	 RL REGI-TN Sevierville, LLC
	  	TN	    	 	100.000	% 
	 RL REGI-TN SPRINGHILL, LLC
	  	TN	    	 	100.000	% 
	 RL REGI-TN WILLIAMSON, LLC
	  	TN	    	 	100.000	% 
	 RL REGI-VA GLENA, LLC
	  	VA	    	 	100.000	% 
	 RL-Regi-SC DDBS, LLC.
	  	SC	    	 	100.000	% 
	 RMF Alliance, LLC
	  	DE	    	 	100.000	% 
	 RMF Commercial, LLC
	  	DE	    	 	100.000	% 
	 RMF Partner, LLC
	  	DE	    	 	100.000	% 
	 RMF PR New York, LLC
	  	DE	    	 	100.000	% 
	 RMF Sub 1, LLC
	  	DE	    	 	100.000	% 
	 RMV, LLC
	  	MD	    	 	100.000	% 
	 Rocking Horse Minerals, LLC
	  	CO	    	 	100.000	% 
	 Rutenberg Homes of Texas, Inc.
	  	TX	    	 	100.000	% 
	 Rutenberg Homes, Inc. (Florida)
	  	FL	    	 	100.000	% 
	 Rye Hill Company, LLC
	  	NY	    	 	100.000	% 
	 S. Florida Construction II, LLC
	  	FL	    	 	100.000	% 
	 S. Florida Construction III, LLC
	  	FL	    	 	100.000	% 
	 S. Florida Construction, LLC
	  	FL	    	 	100.000	% 
	 San Felipe Indemnity Co., Ltd.
	  		    	 	100.000	% 
	 San Lucia, LLC
	  	FL	    	 	100.000	% 
	 Santa Ana Transit Village, LLC
	  	CA	    	 	100.000	% 
	 Savannah Development, Ltd.
	  	TX	    	 	100.000	% 
	 Savell Gulley Development, LLC
	  	TX	    	 	100.000	% 
	 SC 521 Indian Land Reserve South, LLC
	  	DE	    	 	100.000	% 
	 SC 521 Indian Land Reserve, LLC
	  	DE	    	 	100.000	% 
	 Schulz Ranch Developers, LLC
	  	DE	    	 	100.000	% 
	 Seminole/70th, LLC
	  	FL	    	 	100.000	% 
	 Siena at Old Orchard L.L.C.
	  	IL	    	 	100.000	% 
	 South Development, LLC
	  	FL	    	 	100.000	% 
	 Southbank Holding, LLC
	  	FL	    	 	100.000	% 
	 Spanish Springs Development, LLC
	  	NV	    	 	100.000	% 
	 St. Charles Active Adult Community, LLC
	  	MD	    	 	100.000	% 
	 Stoney Corporation
	  	FL	    	 	100.000	% 
	 Stoney Holdings, LLC
	  	FL	    	 	100.000	% 
	 Stoneybrook Clubhouse, Inc.
	  	FL	    	 	100.000	% 
	 Stoneybrook Joint Venture
	  	FL	    	 	100.000	% 









							
	 Storey Lake Club, LLC
	  	FL	    	 	100.000	% 
	 Storey Park Club, LLC
	  	FL	    	 	100.000	% 
	 Strategic Holdings, Inc. d/b/a Lennar Communications Ventures (LCV)
	  	NV	    	 	100.000	% 
	 Strategic Technologies, LLC
	  	FL	    	 	100.000	% 
	 Summerfield Venture L.L.C.
	  	IL	    	 	100.000	% 
	 Summerwood, LLC
	  	MD	    	 	100.000	% 
	 SunStreet Energy Group, LLC
	  	DE	    	 	100.000	% 
	 TCO QVI, LLC
	  	DE	    	 	100.000	% 
	 Temecula Valley, LLC
	  	DE	    	 	100.000	% 
	 Terra Division, LLC
	  	MN	    	 	100.000	% 
	 The Baywinds Land Trust
	  	FL	    	 	100.000	% 
	 The Bridges at Rancho Santa Fe Sales Company, Inc.
	  	CA	    	 	100.000	% 
	 The Bridges Club at Rancho Santa Fe, Inc.
	  	CA	    	 	100.000	% 
	 The LNC Northeast Group, Inc.
	  	DE	    	 	100.000	% 
	 The Oasis Club at LEN-CG South, LLC
	  	DE	    	 	100.000	% 
	 The Preserve at Coconut Creek, LLC
	  	FL	    	 	100.000	% 
	 Treasure Island Holdings, LLC
	  	DE	    	 	100.000	% 
	 Treviso Holding, LLC
	  	FL	    	 	100.000	% 
	 Two Lakes Lennar, LLC
	  	DE	    	 	100.000	% 
	 U.S. Home Corporation
	  	DE	    	 	100.000	% 
	 U.S. Home of Arizona Construction Co.
	  	AZ	    	 	100.000	% 
	 U.S. Home Realty, Inc.
	  	TX	    	 	100.000	% 
	 U.S. Insurors, Inc.
	  	FL	    	 	100.000	% 
	 U.S.H. Los Prados, Inc.
	  	NV	    	 	100.000	% 
	 U.S.H. Realty, Inc.
	  	VA	    	 	100.000	% 
	 UAMC Holding Company, LLC
	  	DE	    	 	100.000	% 
	 Universal American Mortgage Company of California
	  	CA	    	 	100.000	% 
	 Universal American Mortgage Company, LLC
	  	FL	    	 	100.000	% 
	 USH - Flag, LLC
	  	FL	    	 	100.000	% 
	 USH Equity Corporation
	  	NV	    	 	100.000	% 
	 USH Leasing, LLC
	  	DE	    	 	100.000	% 
	 USH LEE, LLC
	  	FL	    	 	100.000	% 
	 USH Woodbridge, Inc.
	  	TX	    	 	100.000	% 
	 UST Lennar Collateral Sub, LLC
	  	DE	    	 	100.000	% 
	 UST Lennar HW Scala SF Joint Venture, a Delaware general partnership
	  	DE	    	 	100.000	% 
	 Valencia at Doral, LLC
	  	FL	    	 	100.000	% 
	 Venetian Lennar LLC
	  	FL	    	 	100.000	% 
	 Vineyard Land, LLC
	  	DE	    	 	100.000	% 
	 Vineyard Point 2009, LLC
	  	CA	    	 	100.000	% 
	 Vista Palms Clubhouse, LLC
	  	DE	    	 	100.000	% 
	 WCP, LLC
	  	SC	    	 	100.000	% 
	 West Chocolate Bayou Development, LLC
	  	TX	    	 	100.000	% 
	 West Lake Village, LLC
	  	NJ	    	 	100.000	% 
	 West Seattle Project X, LLC
	  	DE	    	 	100.000	% 









							
	 West Van Buren L.L.C.
	  	IL	    	 	100.000	% 
	 Westchase, Inc.
	  	NV	    	 	100.000	% 
	 White Course Lennar, LLC
	  	FL	    	 	100.000	% 
	 Willowbrook Investors, LLC
	  	NJ	    	 	100.000	% 
	 WIP Lennar OHB, LLC
	  	NJ	    	 	100.000	% 
	 Woodbridge Multifamily Developer I, LLC
	  	DE	    	 	100.000	% 
	 Wright Farm, L.L.C.
	  	VA	    	 	100.000	% 
	 Westchase, Ltd.
	  	TX	    	 	99.900	% 
	 Scarsdale, LTD.
	  	TX	    	 	99.000	% 
	 Waterview at Hanover, LLC
	  	NJ	    	 	99.000	% 
	 RL CML 2009-1 Investments, LLC
	  	DE	    	 	98.220	% 
	 RL CML 2009-1, LLC
	  	DE	    	 	98.220	% 
	 RL RES 2009-1 Investments, LLC
	  	DE	    	 	98.220	% 
	 RL RES 2009-1, LLC
	  	DE	    	 	98.220	% 
	 LMC Emeryville I Investor, LLC
	  	DE	    	 	96.000	% 
	 CPHP Development, LLC
	  	DE	    	 	82.000	% 
	 RES/CML 2009-1 CO-INVESTMENTS, LP
	  	DE	    	 	81.003	% 
	 RES/CML INVESTMENTS, LLC
	  	DE	    	 	81.001	% 
	 Five Point Communities Management, Inc.
	  	DE	    	 	80.000	% 
	 Lennar Sierra Sunrise, LLC
	  	CA	    	 	80.000	% 
	 LMI Glenview Investor, LLC
	  	DE	    	 	80.000	% 
	 Portside Marina Developers, L.L.C.
	  	NJ	    	 	78.300	% 
	 Portside Shipyard Developers, L.L.C.
	  	NJ	    	 	78.300	% 
	 Portside SM Holdings, L.L.C.
	  	DE	    	 	78.300	% 
	 AG Phase 1 SLP, LLC
	  	DE	    	 	68.750	% 
	 AG Phase 2 SLP, LLC
	  	DE	    	 	68.750	% 
	 AG Phase 3A SLP, LLC
	  	DE	    	 	68.750	% 
	 AG Phase 3B SLP, LLC
	  	DE	    	 	68.750	% 
	 Candlestick Retail Member, LLC
	  	DE	    	 	68.750	% 
	 CP Development Co., LP
	  	DE	    	 	68.750	% 
	 CP/HPS Development Co. GP, LLC
	  	DE	    	 	68.750	% 
	 CP/HPS Development Co.-C, LLC
	  	DE	    	 	68.750	% 
	 HPS Development Co., LP
	  	DE	    	 	68.750	% 
	 HPS Vertical Development Co., LLC
	  	DE	    	 	68.750	% 
	 HPS Vertical Development Co.-B, LP
	  	DE	    	 	68.750	% 
	 HPS Vertical Development Co.-D/E, LLC
	  	DE	    	 	68.750	% 
	 HPS1 Block 1, LLC
	  	DE	    	 	68.750	% 
	 HPS1 Block 48-1A, LLC
	  	DE	    	 	68.750	% 
	 HPS1 Block 48-1B, LLC
	  	DE	    	 	68.750	% 
	 HPS1 Block 48-2A, LLC
	  	DE	    	 	68.750	% 
	 HPS1 Block 48-2B, LLC
	  	DE	    	 	68.750	% 
	 HPS1 Block 48-3A, LLC
	  	DE	    	 	68.750	% 
	 HPS1 Block 48-3B, LLC
	  	DE	    	 	68.750	% 
	 HPS1 Block 50, LLC
	  	DE	    	 	68.750	% 









							
	 HPS1 Block 51, LLC
	  	DE	    	 	68.750	% 
	 HPS1 Block 52, LLC
	  	DE	    	 	68.750	% 
	 HPS1 Block 53, LLC
	  	DE	    	 	68.750	% 
	 HPS1 Block 54, LLC
	  	DE	    	 	68.750	% 
	 HPS1 Block 55, LLC
	  	DE	    	 	68.750	% 
	 HPS1 Block 56/57, LLC
	  	DE	    	 	68.750	% 
	 The Shipyard Communities Retail Operator, LLC
	  	DE	    	 	68.750	% 
	 The Shipyard Communities, LLC
	  	DE	    	 	68.750	% 
	 Lennar Sun Ridge LLC
	  	CA	    	 	66.670	% 
	 Portside SM Associates, L.L.C. (Roseland outside member)
	  	NJ	    	 	65.000	% 
	 Lennar Winncrest, LLC
	  	DE	    	 	62.500	% 
	 Winncrest Natomas, LLC
	  	NV	    	 	62.500	% 
	 Five Point Communities, LP
	  	DE	    	 	60.100	% 
	 LS College Park, LLC
	  	DE	    	 	51.080	% 
	 Autumn Creek Development, Ltd.
	  	TX	    	 	51.000	% 








 Schedule 5.1 

Lenders Requesting Notes 
 Capital
Bank Corporation, successor by conversion to Capital Bank, N.A. 
 PNC Bank, National Association 

Regions Bank 
 Wells Fargo Bank, N.A. 

Deutsche Bank AG New York Branch 
 Texas Capital Bank, N.A. 

TD Bank, N.A. 
 ZB, N.A. dba California Bank & Trust 

Bank of the West 
 Mizuho Bank Ltd. 







 Schedule 7.4 Existing Investments 

Receivable pursuant to balloon promissory note dated as of November 27, 2015, by and between CFL I, LLC, CFL II, LLC, CFL III, LLC, CFL IV, LLC, CFL V, LLC,
CFL VI, LLC and Lennar Homes, LLC, in the original principal amount of $6,617,872.80. 
 Receivable pursuant to secured promissory note dated as of May 5,
2014, by and between Temecula Valley, LLC and SAM-Horsethief, LLC, in the original principal amount of $5,040,000. 
 Receivables pursuant to promissory
notes dated as of November 30, 2015, by and between individual buyers and Lennar Homes, LLC, in the original principal amount of $4,557,000. 
 Receivable
pursuant to purchase money promissory note dated as of November 25, 2015, by and between St. Charles Rental Towns, LLC and US Home Corporation, in the original principal amount of $1,939,528. 

Receivable pursuant to purchase money promissory note dated as of November 30, 2015, by and between Oxford Homes, LLC and US Home Corporation, in the original
principal amount of $1,323,311.04. 
 Receivable pursuant to promissory note dated as of January 30, 2015, by and between The Bridges Club at Rancho Santa
Fe, INC and HCC Investors, in the original principal amount of $1,000,000. 
 Receivable pursuant to promissory note dated as of November 23, 2015, by and
between Stratus Eagle Bend, LLC and Eagle Bend Commercial, LLC in the original principal amount of $800,000. 
 Receivable pursuant to promissory note dated
as of August 25, 2015, by and between 9604 Marbach Place Ventures, Ltd. and Lennar Homes of Texas Land and Construction, Ltd. in the original principal amount of $54,052. 







 EXHIBIT B 

FORM OF COMPLIANCE CERTIFICATE 
 JPMorgan
Chase Bank, N.A. 
 383 Madison Ave, 24th Floor 
 New York,
NY 10179 
 Attention:    Chiara Carter 
  

	 	Re:	Lennar Corporation 

 Ladies and Gentlemen: 

This Compliance Certificate is made and delivered pursuant to that certain Fourth Amended and Restated Credit Agreement, dated as of
            , 2016 (as amended, modified, renewed or extended from time to time, the “Credit Agreement”) by and between Lennar Corporation, a Delaware corporation
(“Borrower”), the lenders from time to time party thereto, including the Swingline Lender and the Issuing Lender (“Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent (“Administrative Agent”). Reference is
made to the Credit Agreement for full particulars relating to the computations and certifications required herein. All capitalized terms used in this Compliance Certificate and not otherwise defined herein shall have the meanings assigned to them in
the Credit Agreement. This Compliance Certificate relates to the accounting period ending             , 20    . 

The undersigned hereby certify that the information set forth on Schedule 1 hereto (and on any additional schedules hereto setting
forth further supporting detail) is true and accurate as of the end of such accounting period. 
 The undersigned have reviewed the terms of
the Credit Agreement, and based upon an examination which they deemed sufficient to enable them to make an informed statement, hereby further certify that as of the date hereof no Default or Event of Default has occurred and is continuing [except as
set forth in a separate attachment hereto describing in detail the nature of each condition or event constituting an exception to the foregoing statement, the period during which it has existed and the action that Borrower is taking or proposes to
take with respect to each such condition or event]. 
 [Remainder of This Page Intentionally Left Blank] 

  
 1 








 IN WITNESS WHEREOF, the undersigned officers have signed this Compliance Certificate this
            day of             , 20    . 

 

			
	  

	By:	 	
	Title:	 	
	
	  

	By:	 	
	Title:	 	









 Schedule 1 

To Compliance Certificate 

(See attached spreadsheet) 

  
 Schedule 1 

1 








 EXHIBIT C 

RESERVED 







 EXHIBIT D 

FORM OF ASSIGNMENT AND ASSUMPTION 

THIS ASSIGNMENT AND ASSUMPTION (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between                                  (the
“Assignor”)
and                                         (the
“Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Fourth Amended and Restated Credit Agreement identified below (as amended, supplemented, restated or otherwise modified from
time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by each Assignee. The Standard Terms and Conditions set forth in Annex 1 are hereby agreed to and incorporated herein by reference and
made a part of this Assignment as if set forth herein in full. 
 For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below, (i) the interest in and to all of the Assignor’s rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and
percentage interests identified below, of all of the Assignor’s outstanding rights and obligations under the respective facilities identified below (including, to the extent included in any such facilities, letters of credit and swingline
loans), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in
connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims,
tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned by the Assignor pursuant to clause (i) above (the rights and obligations sold and assigned by the
Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as an “Assigned Interest” and collectively the “Assigned Interests”). Such sale and assignment is without
recourse to the Assignor and, except as expressly provided in this Assignment, without representation or warranty by the Assignor. 
  

									
	1.	 		  	Assignor:	  		  	
	2.	 		  	Assignee:	  		  	

 [and is an Affiliate/Eligible Assignee of [identify Lender]1]]

  

							
		 	3.	    	Borrower:	    	Lennar Corporation
				
		 	4.	    	Administrative Agent:	    	JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement
				
		 	5.	    	Credit Agreement:	    	The Fourth Amended and Restated Credit Agreement dated                  , 2016 by and among the Borrower, the

  

	1 	Select as applicable. 









			
		  	Lenders parties thereto, including the Swingline Lender and the Issuing Lender, and the Administrative Agent, as the same may be amended, supplemented, restated or otherwise modified from time to time.

  

	6.	ASSIGNED INTEREST: 

  

															
	 Facility Assigned
	  	Aggregate Amount
of Commitment/
Loans for all
Lenders	 	  	Amount of
Commitment/
Loans Assigned	 	  	Percentage Assigned
of
Commitment/Loans2	 	 	CUSIP
Number
	 Revolving Loan Commitment
	  	$	        	  	  	$	        	  	  	 	    	% 	 	
					
	 Swingline Commitment
	  	$	 	  	  	$	 	  	  	 	    	% 	 	
					
	 L/C Commitment
	  	$	 	  	  	$	 	  	  	 	    	% 	 	

  

	7.	[TRADE
DATE:                                        
                     ]3 


 

	8.	EFFECTIVE DATE:             , 20     [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF
RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]4 

 [Signature
page follows.] 
  
  

	2 	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 


	3 	To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 


	4 	Assignor shall pay a fee of $3,500 to the Administrative Agent in connection with the Assignment. 








 The terms set forth in this Assignment are hereby agreed to: 

 

			
	ASSIGNOR
	
	[NAME OF ASSIGNOR]
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	ASSIGNEE
	
	[NAME OF ASSIGNEE]
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	Consented to and Accepted:
	
	 JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	[Consented to:]5
	
	BORROWER
	
	LENNAR CORPORATION
		
	By:	 	  

	Name:	 	  

	Title:	 	  


  

	5 	To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. 








 ANNEX 1 

STANDARD TERMS AND CONDITIONS FOR 

ASSIGNMENT AND ASSUMPTION 
 1.
Representations and Warranties. 
 1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interests, (ii) the Assigned Interests are free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this
Assignment and to consummate the transactions contemplated hereby and (iv) that it is not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with any Loan
Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document delivered pursuant thereto, other than this Assignment (herein collectively the
“Loan Documents”), or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or
observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document. 

1.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements, if any, of an Eligible Assignee under the Credit Agreement, (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit Agreement and, to the extent of its Assigned Interests, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with
copies of the most recent financial statements delivered pursuant to Section 6.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment
and to purchase its Assigned Interests on the basis of which it has made such analysis and decision, (v) if such Assignee is not incorporated or organized under the laws of the United States of America or any State thereof, attached to the
Assignment is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assignee, and (vi) it is not a Competitor, as defined in the Credit Agreement; and (b) agrees that (i)
it will, independently and without reliance on the Administrative Agent, the Assignor 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 decisions in taking or
not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of each Assignee’s
Assigned Interests (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the respective Assignee for amounts which have accrued from and after
the Effective Date. 
 3. General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto
and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall
be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the laws of the State of New York. 







 EXHIBIT E 

FORM OF NEW LENDER SUPPLEMENT 

Reference is made to the Fourth Amended and Restated Credit Agreement, dated as of
                 , 2016 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”; unless otherwise defined
herein, terms defined therein being used herein as therein defined), among LENNAR CORPORATION, a Delaware corporation (the “Borrower”), the lenders or other financial institutions that are parties as lenders, including the Swingline
Lender and the Issuing Lender (collectively, the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (the “Administrative Agent”). 

Upon execution and delivery of this New Lender Supplement by the parties hereto as provided in Section 2.21 of the Credit Agreement, the
undersigned hereby becomes a Lender thereunder having the Commitment set forth in Schedule 1 attached hereto and shall be bound by the obligations in the Credit Agreement as a Lender and entitled to the benefits of the Credit Agreement,
effective as of the Increased Facility Closing Date. 
 THIS NEW LENDER SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 This New Lender Supplement may be executed by one or more of the parties hereto 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 hereof by facsimile or other electronic transmission shall be
effective as delivery of a manually executed counterpart hereof. 
 [Signature page follows.] 







 EXHIBIT F-1 

CLIFFORD CHANCE LEGAL OPINION LETTER 







 [●], 2016 

JPMorgan Chase Bank, N.A., as Administrative Agent 
 Each of the
Lenders and Issuing Lenders party 
 to the Fourth Amended and Restated Credit Agreement 

referred to below 
 Ladies and Gentlemen: 

We have acted as New York counsel to Lennar Corporation, a Delaware corporation (the “Borrower”), in connection with the Fourth Amended and
Restated Credit Agreement dated as of [●], 2016 (the “Fourth Amended and Restated Credit Agreement”) among the Borrower, the Lenders party thereto, the Issuing Lenders party thereto and JPMorgan Chase Bank, N.A., as
administrative agent (in such capacity, the “Administrative Agent”). 
 Capitalized terms used herein and not otherwise defined shall have
the meanings given such terms in the Fourth Amended and Restated Credit Agreement. This opinion is delivered pursuant to Section 5.1(e) of the Fourth Amended and Restated Credit Agreement. 

In rendering the opinions expressed below, we have examined the following documents: 
  


	 	•	 	the Fourth Amended and Restated Credit Agreement; 

  

	 	•	 	the Revolving Loan Notes issued on the date hereof (the “Notes”) by the Borrower in favor of Capital Bank Corporation, successor by conversion to Capital Bank, N.A.; PNC Bank, National
Association; Regions Bank; Wells Fargo Bank, N.A.; Deutsche Bank AG New York Branch; Texas Capital Bank, N.A.; TD Bank, N.A.; ZB, N.A. dba California Bank & Trust; Bank of the West; Mizuho Bank Ltd.; and 


 

	 	•	 	the Fourth Amended and Restated Guarantee Agreement dated as of [●], 2016 (the “Fourth Amended and Restated Guarantee Agreement”) made by each Guarantor (as defined therein) in favor of the
Administrative Agent and certain other parties. 

 Each of the Borrower and each Guarantor is referred to herein as an
“Obligor.” Each of the Fourth Amended and Restated Credit Agreement, each Note and the Fourth Amended and Restated Guarantee Agreement is referred to herein as a “Transaction Document.” 

We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and
other persons as we have deemed 








 [●], 2016 

Page 2 
  

 necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions
expressed below, we have, without independent investigation, relied upon the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental
or regulatory body or agency. 
 In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. 

Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and good standing of each party
to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction
Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a legal, valid and binding obligation of each party thereto; (v) that the execution, delivery and performance of
the Transaction Documents by each party thereto do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to
which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each
governmental authority required in connection with the execution, delivery and performance of the Transaction Documents; and (vii) the accuracy and completeness as of the date hereof of the certificates and other information delivered to us by
representatives and officers of each Obligor. 
 Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the
opinion that: 
  

	1.	The Borrower is a corporation validly existing and in good standing under the laws of the State of Delaware. 

  

	2.	The Borrower has all requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party. 


 

	3.	The execution, delivery and performance by the Borrower of the Transaction Documents to which it is a party have been duly and validly authorized by all necessary action by the Borrower. 


 

	4.	The Borrower has duly executed and delivered each Transaction Document to which it is a party. 

  

	5.	Each Transaction Document is a legal, valid and binding obligation of each Obligor party thereto enforceable against such Obligor in accordance with its terms. 









 [●], 2016 

Page 3 
  


	6.	The execution and delivery by the Borrower of the Transaction Documents to which it is a party do not, and the performance by the Borrower of its obligations thereunder will not, violate the Borrower’s
constitutional documents or the Delaware General Corporation Law. 

  

	7.	The execution and delivery by each Obligor of the Transaction Documents to which it is a party do not, and the performance by such Obligor of its obligations thereunder will not, violate any Generally Applicable Law
(defined below). 

  

	8.	No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally
Applicable Law is required in connection with the execution, delivery and performance by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents and (b) those that have
been duly obtained, taken or made. 

  

	9.	To our knowledge, there is no action, suit, investigation, litigation or proceeding against the Borrower pending or threatened before any court, governmental agency or arbitrator that challenges the legality, validity
or enforceability against any Obligor of any Transaction Document. 

 As used herein, “Generally Applicable Law” means any
law otherwise included within the scope of this opinion that a New York lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Obligors or the Transaction Documents and excluding
securities laws and any law that is applicable to the Obligors or the Transaction Documents solely because of the specific assets or business of any party to any of the Transaction Documents or any of its affiliates. 

As used herein, “to our knowledge” means the actual knowledge of facts and other information of each lawyer in our firm actively involved in
the transactions contemplated by the Third Amended and Restated Credit Agreement. 
 Our opinions set forth above are subject to the following
qualifications and limitations: 
  

	 	(a)	Our opinion set forth in paragraph 5 above is subject to the effects of applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights, general
principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and public policy. 

  

	 	(b)	We express no opinion as to any provision of a Transaction Document that provides the terms thereof may not be waived or modified except in writing, which may be limited under certain circumstances.










 [●], 2016 

Page 4 
  


	 	(c)	We express no opinion as to any provision in a Transaction Document asserting that the partial invalidity of one or more provisions thereof shall not invalidate the remaining provisions thereof. 


 

	 	(d)	We express no opinion with respect to any indemnification or reimbursement obligation or limitation on liability contained in a Transaction Document, insofar as such provision provides exculpation or exemption from, or
requires indemnification or reimbursement of a party for, its own action or inaction, where such action or inaction involves such party’s gross negligence, recklessness or wilful or unlawful misconduct or to the extent any such provision is
contrary to public policy. 

  

	 	(e)	United States federal court jurisdiction is limited by 28 U.S.C. § 1332 where diversity of citizenship is lacking and, even where diversity exists, federal courts retain the power to transfer an action from one
federal court to another under 28 U.S.C. § 1404(a) or to dismiss by reason of the doctrine of forum non conveniens. 

  

	 	(f)	We express no opinion as to whether a United States federal court or state court outside of the State of New York would give effect to the choice of New York law provided for in a Transaction Document.


  

	 	(g)	We express no opinion as to any provision of a Transaction Document that purports to (i) grant rights of set-off to any person not a party thereto or (ii) permit set-off to be made without notice.


 The opinions expressed herein are limited to the federal laws of the United States, the laws of the State of New York and the Delaware
General Corporation Law. We are members of the bar of the State of New York; our opinions relating to the Delaware General Corporation Law are based solely on our prior experience with such laws as a result of advising on similar transactions. 

The opinions set forth herein are rendered as of the date hereof and we disclaim any undertaking to update this letter or otherwise advise you as to any
changes of law or fact that may hereafter be brought to our attention. 
 This opinion is rendered solely for your benefit in connection with the Fourth
Amended and Restated Credit Agreement and may not be relied upon by any other person or entity without our prior written consent in each instance, except that this opinion may be relied upon by any assignee, participant or transferee of a Lender or
any Issuing Lender. 
 Very truly yours, 







 EXHIBIT F-2 

IN-HOUSE LEGAL OPINION LETTER 







 June 24, 2016 

JPMorgan Chase Bank, N.A., as Administrative Agent 
 Each of the
Lenders and Issuing Lenders party to the Fourth Amended and Restated Credit Agreement referred to below 
 Ladies and Gentlemen: 

I am the General Counsel of Lennar Corporation, a Delaware corporation (the “Borrower”). I am providing the opinion
below in connection with (i) the Fourth Amended and Restated Credit Agreement dated as of June 24, 2016 (the “Fourth Amended and Restated Credit Agreement”) among the Borrower, the Lenders party thereto, the Issuing
Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), (ii) the Fourth Amended and Restated Guarantee Agreement dated as of June 24, 2016 (the “Fourth
Amended and Restated Guarantee Agreement”) made by each of the parties listed on Schedule 1 hereto (the “Guarantors”) in favor of the Administrative Agent and certain other parties, (iii) the Revolving Loan
Notes dated the date hereof (the “Notes”) made by the Borrower in favor of Capital Bank Corporation, successor by conversion to Capital Bank, N.A.; PNC Bank, National Association; Regions Bank; Wells Fargo Bank, N.A.; Deutsche Bank
AG New York Branch; Texas Capital Bank, N.A.; TD Bank, N.A.; ZB, N.A. dba California Bank & Trust; Bank of the West; and Mizuho Bank, Ltd. 

Each of the Guarantors and the Borrower is referred to herein as an “Obligor”. Each of the Fourth Amended and Restated
Credit Agreement, the Fourth Amended and Restated Guarantee Agreement and the Notes is referred to herein as a “Transaction Document”. Capitalized terms used herein and not otherwise defined shall have the meanings given such
terms in the Fourth Amended and Restated Credit Agreement. 
 I have examined and relied upon such records and statements and certificates
of public officials and representatives and officers of the Obligors and other persons as I have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to my opinions expressed below, I have, without
independent investigation, relied upon the representations and warranties made in or pursuant to the Transaction Documents. I have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency.

 In such examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to me as originals and the conformity with the originals of all documents submitted to me as certified or photostatic copies.







 June 24, 2016 
 Page
2 
 Except as expressly opined on by me below, I have assumed, without investigation: (i) the due organization, valid existence and good
standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii)
that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a legal, valid and binding obligation of each party thereto; (v) that the execution, delivery and
performance of the Transaction Documents by each party thereto do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or
instrument to which such party is a party or by which such party is bound; and (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations
with each governmental authority required in connection with the execution, delivery and performance of the Transaction Documents. 
 Based
upon the foregoing, and such examination of law as I have deemed necessary, I am of the opinion as follows: 
  

	 	1.	Each Guarantor is validly existing in good standing or active status under the laws of the jurisdiction of its incorporation or formation. 


 

	 	2.	Each Guarantor has all requisite power and authority to execute, deliver and perform its obligations under the Fourth Amended and Restated Guarantee Agreement. 


 

	 	3.	The execution, delivery and performance by each Guarantor of the Fourth Amended and Restated Guarantee Agreement have been duly and validly authorized by all necessary action by such Guarantor. 


 

	 	4.	Each Guarantor has duly executed and delivered the Fourth Amended and Restated Guarantee Agreement. 

  

	 	5.	The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, violate such Obligor’s
constitutional documents. 

  

	 	6.	The execution, delivery and performance by each Obligor of its obligations under each of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby will not result in
a breach of, a default under or the acceleration of (or entitle any party to accelerate) the maturity of any obligation of any Obligor under, or result in or require the creation of any lien upon or security interest in any property of any Obligor
pursuant to the terms of, any agreement or document specifically identified on Schedule 2 hereto. 

  

	 	7.	To my knowledge, there is no action, suit, investigation, litigation or proceeding against any Obligor pending or threatened before any court, governmental agency or arbitrator that challenges the legality, validity or
enforceability against any Obligor of any Transaction Document. 








 June 24, 2016 
 Page
3 
 My opinion set forth in paragraph 6 above excludes any financial covenants, ratios and other similar provisions relating to quantitative and/or
computational matters. 
 Please be advised that I am admitted to practice law in the State of New York and I have registered as authorized house counsel in
the State of Florida. 
 At your request, I hereby consent to reliance hereon by any future assignee of your interest in the loans under the Fourth Amended
and Restated Credit Agreement pursuant to an assignment that is made in accordance with the express provisions of the Fourth Amended and Restated Credit Agreement, on the condition and understanding that (i) this letter speaks only as of the date
hereof, (ii) I have no responsibility or obligation to update this letter to take into account changes or absence of changes in law, facts or any other developments of which I may later become aware, and (iii) any such reliance by a future assignee
must be actual and reasonable under the circumstances existing at the time of assignment, including any changes in law, facts or any other developments known to or reasonably knowable by the assignee at such time. 

Except as provided above, this letter is given solely for your benefit and may not be relied upon by any other person for any purpose without my prior written
consent in each instance. I undertake no obligation to advise you of any changes in law or of any facts that may come to my attention after the date of this letter. 

Very truly yours, 
 Mark Sustana 







 SCHEDULE 1 

Guarantors 
  

			
	Name	 	 Jurisdiction of

Incorporation

	Aquaterra Utilities, Inc.	 	FL
	Asbury Woods L.L.C.	 	IL
	Astoria Options, LLC	 	DE
	Aylon, LLC	 	DE
	Bay Colony Expansion 369, Ltd.	 	TX
	Bay River Colony Development, Ltd.	 	TX
	BB Investment Holdings, LLC	 	NV
	BCI Properties, LLC	 	NV
	BPH I, LLC	 	NV
	Bramalea California, Inc.	 	CA
	Builders LP, Inc.	 	DE
	Cambria L.L.C.	 	IL
	Cary Woods, LLC	 	IL
	Cherrytree II LLC	 	MD
	CL Ventures, LLC	 	FL
	Colonial Heritage LLC	 	VA
	Concord Station, LLP	 	FL
	Coventry L.L.C.	 	IL
	Creekside Crossing, L.L.C.	 	IL
	Darcy-Joliet, LLC	 	IL
	DBJ Holdings, LLC	 	NV
	Evergreen Village LLC	 	DE
	F&R QVI Home Investments USA, LLC	 	DE
	Fidelity Guaranty and Acceptance Corp.	 	DE
	Fox-Maple Associates, LLC	 	NJ
	Friendswood Development Company, LLC	 	TX
	Garco Investments, LLC	 	FL
	Greystone Construction, Inc.	 	AZ
	Greystone Homes of Nevada, Inc.	 	DE
	Greystone Nevada, LLC	 	DE
	Greywall Club L.L.C.	 	IL
	Haverton L.L.C.	 	IL
	Heathcote Commons LLC	 	VA
	Home Buyer’s Advantage Realty, Inc.	 	TX








 Schedule 1 
  

			
	Homecraft Corporation	 	TX
	HTC Golf Club, LLC	 	CO
	Independence L.L.C.	 	VA
	Lakelands at Easton, L.L.C.	 	MD
	Legends Club, LLC	 	FL
	Legends Golf Club, LLC	 	FL
	LenFive, LLC	 	DE
	LenFive Sub, LLC	 	DE
	LenFive Sub II, LLC	 	DE
	LenFive Sub III, LLC	 	DE
	Len Paradise, LLC	 	FL
	Lencraft, LLC	 	MD
	LENH I, LLC	 	FL
	Lennar Aircraft I, LLC	 	DE
	Lennar Arizona Construction, Inc.	 	AZ
	Lennar Arizona, Inc.	 	AZ
	Lennar Associates Management Holding Company	 	FL
	Lennar Associates Management, LLC	 	DE
	Lennar Buffington Colorado Crossing, L.P.	 	TX
	Lennar Buffington Zachary Scott, L.P.	 	TX
	Lennar Carolinas, LLC	 	DE
	Lennar Central Park, LLC	 	DE
	Lennar Central Region Sweep, Inc.	 	NV
	Lennar Chicago, Inc.	 	IL
	Lennar Colorado, LLC	 	CO
	Lennar Communities Development, Inc.	 	DE
	Lennar Communities Nevada, LLC	 	NV
	Lennar Communities of Chicago L.L.C.	 	IL
	Lennar Communities, Inc.	 	CA
	Lennar Construction, Inc.	 	AZ
	Lennar Developers, Inc.	 	FL
	Lennar Family of Builders GP, Inc.	 	DE
	Lennar Family of Builders Limited Partnership	 	DE
	Lennar Fresno, Inc.	 	CA
	Lennar Georgia, Inc.	 	GA
	Lennar Hingham Holdings, LLC	 	DE
	Lennar Hingham JV, LLC	 	DE
	Lennar Homes Holding, LLC	 	DE
	Lennar Homes of Arizona, Inc.	 	AZ
	Lennar Homes of California, Inc.	 	CA
	Lennar Homes of Tennessee, LLC	 	TN
	Lennar Homes of Texas Land and Construction, Ltd.	 	TX








 Schedule 1 
  

			
	Lennar Homes of Texas Sales and Marketing, Ltd.	 	TX
	Lennar Homes, LLC	 	FL
	Lennar Imperial Holdings Limited Partnership	 	DE
	Lennar Layton, LLC	 	DE
	Lennar Mare Island, LLC	 	CA
	Lennar Marina A Funding, LLC	 	DE
	Lennar Massachusetts Properties, Inc.	 	DE
	Lennar New Jersey Properties, Inc.	 	DE
	Lennar New York, LLC	 	NY
	Lennar Northeast Properties LLC	 	NJ
	Lennar Northeast Properties, Inc.	 	NV
	Lennar Northwest, Inc.	 	DE
	Lennar Pacific Properties Management, Inc.	 	DE
	Lennar Pacific Properties, Inc.	 	DE
	Lennar Pacific, Inc.	 	DE
	Lennar PI Acquisition, LLC	 	NJ
	Lennar PI Property Acquisition, LLC	 	NJ
	Lennar PIS Management Company, LLC	 	DE
	Lennar Port Imperial South, LLC	 	DE
	Lennar Realty, Inc.	 	FL
	Lennar Reno, LLC	 	NV
	Lennar Riverside West Urban Renewal Company, L.L.C.	 	NJ
	Lennar Riverside West, LLC	 	DE
	Lennar Sacramento, Inc.	 	CA
	Lennar Sales Corp.	 	CA
	Lennar Southland I, Inc.	 	CA
	Lennar Southwest Holding Corp.	 	NV
	Lennar Texas Holding Company	 	TX
	Lennar Trading Company, LP	 	TX
	Lennar West Valley, LLC	 	CA
	Lennar.com Inc.	 	FL
	LH Eastwind, LLC	 	FL
	LHI Renaissance, LLC	 	FL
	LNC at Meadowbrook, LLC	 	IL
	LNC at Ravenna, LLC	 	IL
	LNC Communities I, Inc.	 	CO
	LNC Communities II, LLC	 	CO
	LNC Communities III, Inc.	 	CO
	LNC Communities IV, LLC	 	CO
	LNC Communities V, LLC	 	CO
	LNC Communities VI, LLC	 	CO








 Schedule 1 
  

			
	LNC Communities VII, LLC	 	CO
	LNC Communities VIII, LLC	 	CO
	LNC Northeast Mortgage, Inc.	 	DE
	LNC Pennsylvania Realty, Inc.	 	PA
	Long Beach Development, LLC	 	TX
	Lori Gardens Associates II, LLC	 	NJ
	Lori Gardens Associates III, LLC	 	NJ
	Lorton Station, LLC	 	VA
	Madrona Village L.L.C.	 	IL
	Madrona Village Mews L.L.C.	 	IL
	Mid-County Utilities, Inc.	 	MD
	Mission Viejo 12S Venture, LP	 	CA
	Mission Viejo Holdings, Inc.	 	CA
	North American Asset Development Corporation	 	CA
	North American Title Company, Inc. (CA)	 	CA
	Northbridge L.L.C.	 	IL
	Northeastern Properties LP, Inc.	 	NV
	Palm Gardens At Doral Clubhouse, LLC	 	FL
	Palm Gardens at Doral, LLC	 	FL
	Palm Vista Preserve, LLC	 	FL
	PG Properties Holding, LLC	 	NC
	Pioneer Meadows Development, LLC	 	NV
	Pioneer Meadows Investments, LLC	 	NV
	POMAC, LLC	 	MD
	Prestonfield L.L.C.	 	IL
	PT Metro, LLC	 	DE
	Raintree Village II L.L.C.	 	IL
	Raintree Village, L.L.C.	 	IL
	Rivenhome Corporation	 	FL
	Rutenberg Homes of Texas, Inc.	 	TX
	Rutenberg Homes, Inc.	 	FL
	Rye Hill Company, LLC	 	NY
	S. Florida Construction II, LLC	 	FL
	S. Florida Construction III, LLC	 	FL
	S. Florida Construction, LLC	 	FL
	San Lucia, LLC	 	FL
	Savell Gulley Development, LLC	 	TX
	Scarsdale, LTD.	 	TX
	Seminole/70th, LLC	 	FL
	Siena at Old Orchard, LLC	 	IL
	Spanish Springs Development, LLC	 	NV








 Schedule 1 
  

			
	Stoney Corporation	 	FL
	Strategic Holdings, Inc.	 	NV
	Strategic Technologies, LLC	 	FL
	Summerfield Venture L.L.C.	 	IL
	Summerwood, LLC	 	MD
	Temecula Valley, LLC	 	DE
	The LNC Northeast Group, Inc.	 	DE
	The Preserve at Coconut Creek, LLC	 	FL
	Treasure Island Holdings, LLC	 	DE
	U.S. Home Corporation	 	DE
	U.S. Home of Arizona Construction Co.	 	AZ
	U.S. Home Realty, Inc.	 	TX
	U.S.H. Los Prados, Inc.	 	NV
	U.S.H. Realty, Inc.	 	MD
	USH - Flag, LLC	 	FL
	USH Equity Corporation	 	NV
	USH Woodbridge, Inc.	 	TX
	UST Lennar GP PIS 10, LLC	 	DE
	UST Lennar GP PIS 7, LLC	 	DE
	UST Lennar Collateral Sub, LLC	 	DE
	UST Lennar HW Scala SF Joint Venture	 	DE
	WCP, LLC	 	SC
	West Chocolate Bayou Development, LLC	 	TX
	West Van Buren L.L.C.	 	IL
	Westchase, Inc.	 	NV








 SCHEDULE 2 
  

	1.	Second Amended and Restated Contribution and Sale Agreement, dated as of July 2, 2015, as amended and restated as of May 2, 2016, by and among Five Point Holdings, Inc., Newhall Holding Company, LLC, Newhall
Intermediary Holding Company, LLC, Newhall Land Development, LLC, The Shipyard Communities, LLC, UST Lennar HW Scala SF Joint Venture, HPSCP Opportunities, L.P., Heritage Fields LLC, LenFive, LLC, MSD Heritage Fields, LLC, FPC HF Venture I, LLC,
Heritage Fields Capital Co-Investor Member LLC, LNR HF II, LLC, Five Point Communities Management, Inc., Five Point Communities, LP, Lennar Homes of California, Inc., and Emile Haddad. 


 

	2.	Indenture, dated as of December 31, 1997, between the Borrower and Bank One Trust Company, N.A., as trustee. 

  

	3.	Indenture, dated April 26, 2006, between the Borrower and J.P. Morgan Trust Company, N.A., as trustee (relating to Lennar’s 6.50% Senior Notes due 2016). 


 

	4.	Indenture, dated April 30, 2009, between the Borrower and The Bank of New York Mellon, as trustee (relating to Lennar’s 12.25% Senior Notes due 2017). 


 

	5.	Indenture, dated May 4, 2010, between the Borrower and The Bank of New York Mellon, as trustee (relating to Lennar’s 6.95% Senior Notes due 2018). 


 

	6.	Indenture, dated November 10, 2010, between the Borrower and The Bank of New York Mellon, as trustee (relating to Lennar’s 2.75% Convertible Senior Notes due 2020). 


 

	7.	Indenture, dated November 23, 2011, between the Borrower and The Bank of New York Mellon, as trustee (relating to Lennar’s 3.25% Convertible Senior Notes due 2021). 


 

	8.	Indenture, dated July 20, 2012, between the Borrower and The Bank of New York Mellon Trust Company, N.A., as trustee (relating to Lennar’s 4.75% Senior Notes due 2017). 


 

	9.	Indenture, dated October 23, 2012, between the Borrower and The Bank of New York Mellon Trust Company, N.A., as trustee (relating to Lennar’s 4.75% Senior Notes due 2022). 


 

	10.	Indenture, dated February 4, 2013, between the Borrower and The Bank of New York Mellon Trust Company, N.A., as trustee (relating to the Borrower’s 4.125% Senior Notes due 2018). 


 

	11.	Eighth Supplemental Indenture, dated as of February 12, 2014, between the Borrower and The Bank of New York Mellon, as trustee (relating to the Borrower’s 4.500% Senior Notes due 2019). 








 Schedule 2 
  

	12.	Ninth Supplemental Indenture, dated as of November 25, 2014, between the Borrower and The Bank of New York Mellon, as trustee (relating to the Borrower’s 4.500% Senior Notes due 2019). 


 

	13.	Tenth Supplemental Indenture, dated as of April 28, 2015, between the Borrower and The Bank of New York Mellon, as trustee (relating to the Borrower’s 4.750% Senior Notes due 2025). 


 

	14.	Eleventh Supplemental Indenture, dated as of November 5, 2015, between the Borrower and The Bank of New York Mellon, as trustee (relating to the Borrower’s 4.875% Senior Notes due 2023). 


 

	15.	Twelve Supplemental Indenture, dated as of March 4, 2016, between the Borrower and The Bank of New York Mellon, as trustee (relating to the Borrower’s 4.750% Senior Notes due 2021). 


 

	16.	Borrower 2007 Equity Incentive Plan. 

  

	17.	Borrower 2012 Incentive Compensation Plan. 

  

	18.	Borrower Nonqualified Deferred Compensation Plan 

  

	19.	Aircraft Time-Sharing Agreement, dated August 17, 2005, between U.S. Home Corporation and Stuart Miller. 

  

	20.	Amendment, dated February 12, 2015, to Amended and Restated Aircraft Dry Lease Agreement, dated December 1, 2008, among Lennar Aircraft I, LLC, U.S. Home Corporation and Stuart Miller. 


 

	21.	Membership Interest Purchase Agreement, dated as of November 30, 2007, by and among the Borrower, Lennar Homes of California, Inc., the Sellers named in the agreement and MS Rialto Residential Holdings, LLC.


  

	22.	Third Amended and Restated Credit Agreement, dated as of April 17, 2015, among the Borrower, JPMorgan Chase Bank, N.A., as swingline lender, issuing lender, and administrative agent, the several lenders from time to
time parties thereto, and the other parties and agents therein. 

  

	23.	Third Amended and Restated Guarantee Agreement, dated as of April 17, 2015, among certain of the Borrower’s subsidiaries in favor of guaranteed parties referred to therein. 


 

	24.	Aircraft Time-Sharing Agreement, dated January 26, 2010, between U.S. Home Corporation and Richard Beckwitt. 

  

	25.	Form of Aircraft Time Sharing Agreement, dated February 12, 2015, between U.S. Home Corporation and Lessee. 

  

	26.	Indenture, dated November 13, 2013, among Rialto Holdings, LLC, Rialto Corporation, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee (relating to the 7.00% Senior Notes due 2018).


  

	27.	2016 Award Agreements for Stuart Miller, Rick Beckwitt, Jonathan Jaffe, Bruce Gross and Mark Sustana. 








 EXHIBIT G-1 

[FORM OF] 
 U.S. TAX COMPLIANCE
CERTIFICATE 
 (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Fourth Amended and Restated Credit Agreement dated as of
            , 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among LENNAR CORPORATION, a Delaware corporation (the
“Borrower”), the lenders or other financial institutions that are parties as lenders, including the Swingline Lender and the Issuing Lender (collectively, the “Lenders”), and JPMORGAN CHASE BANK, N.A., as
administrative agent for the Lenders (the “Administrative Agent”). 
 Pursuant to the provisions of Section 2.16 of the
Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within
the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as
described in Section 881(c)(3)(C) of the Code. 
 The undersigned has furnished the Administrative Agent and the Borrower with a certificate
of its non-U.S. Person status on IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative
Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the
undersigned, or in either of the two calendar years preceding such payments. 
 Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit Agreement. 
  

			
	[NAME OF LENDER]
		
	By:	 	  

	Name:	 	
	Title:	 	

 Date:               , 20[    ] 







 EXHIBIT G-2 

[FORM OF] 
 U.S. TAX COMPLIANCE
CERTIFICATE 
 (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Fourth Amended and Restated Credit Agreement dated as of
            , 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among LENNAR CORPORATION, a Delaware corporation (the
“Borrower”), the lenders or other financial institutions that are parties as lenders, including the Swingline Lender and the Issuing Lender (collectively, the “Lenders”), and JPMORGAN CHASE BANK, N.A., as
administrative agent for the Lenders (the “Administrative Agent”). 
 Pursuant to the provisions of Section 2.16 of the
Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A)
of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of
the Code. 
 The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E.
By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such
Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement. 
  

			
	[NAME OF PARTICIPANT]
		
	By:	 	  

	Name:	 	
	Title:	 	

 Date:              , 20[    ] 







 EXHIBIT G-3 

[FORM OF] 
 U.S. TAX COMPLIANCE
CERTIFICATE 
 (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Fourth Amended and Restated Credit Agreement dated as of
            , 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among LENNAR CORPORATION, a Delaware corporation (the
“Borrower”), the lenders or other financial institutions that are parties as lenders, including the Swingline Lender and the Issuing Lender (collectively, the “Lenders”), and JPMORGAN CHASE BANK, N.A., as
administrative agent for the Lenders (the “Administrative Agent”). 
 Pursuant to the provisions of Section 2.16 of the
Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such
participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business
within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect
partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. 
 The
undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E or (ii) an IRS
Form W-8IMY accompanied by an IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the
information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the
calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement. 
  

			
	[NAME OF PARTICIPANT]
		
	By:	 	  

	Name:	 	
	Title:	 	

 Date:              , 20[    ] 







 EXHIBIT G-4 

[FORM OF] 
 U.S. TAX COMPLIANCE
CERTIFICATE 
 (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Fourth Amended and Restated Credit Agreement dated as of
            , 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among LENNAR CORPORATION, a Delaware corporation (the
“Borrower”), the lenders or other financial institutions that are parties as lenders, including the Swingline Lender and the Issuing Lender (collectively, the “Lenders”), and JPMORGAN CHASE BANK, N.A., as
administrative agent for the Lenders (the “Administrative Agent”). 
 Pursuant to the provisions of Section 2.16 of the
Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect
partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor
any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or
indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as
described in Section 881(c)(3)(C) of the Code. 
 The undersigned has furnished the Administrative Agent and the Borrower with IRS Form
W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E from each of such
partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly
so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in
which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 
 Unless otherwise
defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 
  

			
	[NAME OF LENDER]
		
	By:	 	  

	Name:	 	
	Title:	 	

 Date:              , 20[    ] 







 IN WITNESS WHEREOF, the parties hereto have caused this New Lender Supplement to be duly executed
and delivered by their proper and duly authorized officers as of this              day of             ,
201    . 
  

			
	  

	Name of Lender
		
	By:	 	  

	Name:	 	
	Title:	 	


  

			
	Accepted and agreed:
	
	LENNAR CORPORATION
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	 JPMORGAN CHASE BANK, N.A., as Administrative Agent

		
	By:	 	  

	Name:	 	
	Title:	 	


  
 2 








 Attachment 1 

to Exhibit E 
 Commitment and
Notice Address 
  

							
	1.        	  	Name of Lender:	    	  
	  	 
		  	Notice Address:	    	  
	  	
		  		    	  
	  	
		  		    	  
	  	
		  		    	  
	  	
		  	     Attention:
	    	  
	  	
		  	     Telephone:
	    	  
	  	
		  	     Facsimile:
	    	  
	  	
	2.        	  	Commitment:                     	    		  	


  
 3 








 EXHIBIT H 

FORM OF LETTER OF CREDIT APPLICATION 

[INSERT NAME OF L/C ISSUER] 

Letter of Credit number:
                     
 APPLICATION FOR
IRREVOCABLE STANDBY LETTER OF CREDIT 
  

									
	 Applicant (Full name and address): Lennar Corporation 700 NW 107th Avenue, Suite 400, Miami,
Florida 33172
	 		  	 Issuing Bank:
  

[INSERT ADDRESS OF L/C ISSUER]

			
	 Date of Application:
	 		  	 Expiry Date:

					
		 		  		 		  	 Place of Expiry:

					
	 ̈	 	Issue by (air) mail 	  	 ̈	 	with brief advice by teletransmission	  	 Beneficiary (Full name and address):

					
	 ̈	 	Issue by teletransmission	  		 		  	
					
	 ̈	 	Issue by courier	  		 		  	
					
	 ̈	 	Applicant to arrange pick-up	  		 		  	
					
	 ̈	 	Issue by other (specify):	  		 		  	
		
	 Name, Address and Jurisdiction of Organization of any Affiliated Account Party for this Credit
(or specify “None”):
	  	
			
	 Confirmation of the Credit:
	 		  	 Amount in Figures and Words (United States Dollars only): 

					
	 ̈	 	not requested	  		 		  	
					
	 ̈	 	requested	  		 		  	
					
	 ̈	 	authorized if requested by Beneficiary	  		 		  	
		
	  ̈        Letter of
credit to be issued with the terms and conditions set forth in the attached specimen.
	  	
	
	 Credit available against the document(s) detailed herein:



  
 1 









			
	  ̈    Beneficiary’s sight draft(s) drawn on Issuing
Bank
  
  ̈    Original
Credit and any and all amendments to the Credit
  

 ̈    Beneficiary’s signed and dated statement, reading as follows:

 
  ̈    Other documents
(specify issuer(s) and data content):

	
	 Credit to be issued subject to (check one):

 

 ̈        International Standby Practices 1998,
International Chamber of Commerce Publication No. 590 (ISP98), or such later revision thereof as may be in effect when the Credit is issued.
  

 ̈        Uniform Customs and Practice for
Documentary Credits, 2007 Revision, International Chamber of Commerce Publication No. 600 (UCP 600), or such later revision thereof as may be in effect when the Credit is issued.

		
	
 ̈        See attached for 
additional instructions
	    	  ̈    Check if only a
single drawing for all or a portion of the amount of the letter of credit is permitted

	
	 The undersigned requests you to issue your irrevocable Letter of Credit (herein called the
“Credit”), substantially in accordance with these instructions (marked (x) where appropriate). This application is an Application referred to in the Fourth Amended and Restated Credit Agreement dated as of
            , 2016, as amended, supplemented or otherwise modified from time to time, made by, amongst others, the undersigned and you.


  

					
		
		 	      Applicant’s Name: Lennar
Corporation

			
		 	     By:	  	  

		 	     Print Name:
		 	     Title:


  
 2