CAA Calatlantic Grp., Inc. (delisted)

DESCRIPTION OF THE NEW NOTES

The following description of certain material terms of the New Notes offered hereby does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the Indentures, including definitions therein of certain terms.

The New 6.625% 2020 Notes will be issued under and governed by an indenture, dated as of February 20, 2018 between us and The Bank of New York Mellon, as trustee (the “Trustee”) (the “2020 Notes Indenture”). The terms of the New 6.625% 2020 Notes will include those stated in the 2020 Notes Indenture, as well as those made part of the 2020 Notes Indenture by reference to the Trust Indenture Act. The New 2.95% 2020 Notes will be issued under and governed by an indenture, dated as of November 29, 2017 between us and the Trustee (the “November Notes Indenture”). The terms of the New 2.95% 2020 Notes will include those stated in the November Notes Indenture, as well as those made part of the November Notes Indenture by reference to the Trust Indenture Act. The New 8.375% 2021 Notes will be issued under and governed by an indenture, dated as of February 20, 2018 between us and the Trustee (the “8.375% 2021 Notes Indenture”). The terms of the New 8.375% 2021 Notes will include those stated in the 8.375% 2021 Notes Indenture, as well as those made part of the 8.375% 2021 Notes Indenture by reference to the Trust Indenture Act. The New 6.25% 2021 Notes will be issued under and governed by an indenture, dated as of February 20, 2018 between us and the Trustee (the “6.25% 2021 Notes Indenture”). The terms of the New 6.25% 2021 Notes will include those stated in the 6.25% 2021 Notes Indenture, as well as those made part of the 6.25% 2021 Notes Indenture by reference to the Trust Indenture Act. The New 2022 Notes will be issued under and governed by an indenture, dated as of February 20, 2018 between us and the Trustee (the “2022 Notes Indenture”). The terms of the New 2022 Notes will include those stated in the 2022 Notes Indenture, as well as those made part of the 2022 Notes Indenture by reference to the Trust Indenture Act. The New 2024 Notes will be issued under and governed by an indenture, dated as of February 20, 2018 between us and the Trustee (the “2024 Notes Indenture”). The terms of the New 2024 Notes will include those stated in the 2024 Notes Indenture, as well as those made part of the 2024 Notes Indenture by reference to the Trust Indenture Act. The New 2026 Notes will be issued under and governed by an indenture, dated as of February 20, 2018 between us and the Trustee (the “2026 Notes Indenture”). The terms of the New 2026 Notes will include those stated in the 2026 Notes Indenture, as well as those made part of the 2026 Notes Indenture by reference to the Trust Indenture Act. The New 5.00% 2027 Notes will be issued under and governed by an indenture, dated as of February 20, 2018 between us and the Trustee (the “5.00% 2027 Notes Indenture”). The terms of the New 5.00% 2027 Notes will include those stated in the 5.00% 2027 Notes Indenture, as well as those made part of the 5.00% 2027 Notes Indenture by reference to the Trust Indenture Act. The New 4.75% 2027 Notes will be issued under and governed by the November Notes Indenture. The terms of the New 4.75% 2027 Notes will include those stated in the November Notes Indenture in respect of the New 4.75% 2027 Notes, as well as those made part of the November Notes Indenture by reference to the Trust Indenture Act. The 2020 Notes Indenture, November Notes Indenture, 8.375% 2021 Notes Indenture, the 6.25% 2021 Notes Indenture, the 2022 Notes Indenture, the 2024 Notes Indenture, the 2026 Notes Indenture and the 5.00% 2027 Notes Indenture are referred to herein collectively as the “Indentures.” The New Notes will constitute senior debt securities to be issued under the Indentures. The date of the closing of an Exchange Offer with respect to a series is referred to herein as the “Exchange Date.”

For purposes of this “Description of the New Notes,” we refer to the Original 6.625% 2020 Notes and the New 6.625% 2020 Notes, collectively, as the 6.625% 2020 Notes; the Original 2.95% 2020 Notes and the New 2.95% 2020 Notes, collectively, as the 2.95% 2020 Notes; the Original 8.375% 2021 Notes and the New 8.375% 2021 Notes, collectively, as the 8.375% 2021 Notes; the Original 6.25% 2021 Notes and the New 6.25% 2021 Notes, collectively, as the 6.25% 2021 Notes; the Original 2022 Notes and the New 2022 Notes, collectively, as the 2022 Notes; the Original 2024 Notes and the New 2024 Notes, collectively, as the 2024 Notes; the Original 2026 Notes and the New 2026 Notes, collectively, as the 2026 Notes; the Original 5.00% 2027 Notes and the New 5.00% 2027 Notes, collectively, as the 5.00% 2027 Notes; and the Original 4.75% 2027 Notes and the New 4.75% 2027 Notes, collectively, as the 4.75% 2027 Notes. Each series of New Notes will be part of the same series as the corresponding Original Notes and will be issued under the applicable Indenture (as defined herein) pursuant to which the corresponding Original Notes were issued.

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The Company is issuing each series of New Notes in exchange for corresponding Original Notes. Each series of New Notes offered hereby and any corresponding Original Notes not tendered pursuant to the terms hereof will be treated as a single class under the applicable Indenture, including for purposes of determining whether the required percentage of holders have given approval or consent to an amendment or waiver or joined in directing the Trustee to take certain actions on behalf of the holders.

We urge you to read the applicable Indenture (including definitions of terms used therein) because it, and not this description, defines your rights as a beneficial owner of the New Notes. Any Original Notes of a series that remain outstanding after completion of the Exchange Offers, together with the applicable series of New Notes, will be treated as a single class of securities under the applicable Indenture in respect of such series of Notes. You may request copies of the Indentures from us at our address set forth under “Where You Can Find More Information” in this prospectus. Capitalized terms used herein but not defined in this section have the meanings specified in the Indentures. As used in the following description, the terms “Lennar,” “we,” “us,” “our” and “Company” refer to the Lennar Corporation, a Delaware corporation, and not any of its subsidiaries, unless the context requires otherwise.

General

Each series of New Notes will be our direct, unsecured obligations and will rank equal in right of payment by us with all of our other unsecured and unsubordinated indebtedness from time to time outstanding.

The New Notes of each series will be issued in denominations of $2,000 principal amount and integral multiples of $1,000 in excess of that amount and will be payable, and may be presented for registration of transfer and exchange, without service charge, at the Trustee’s office or agency in New York, New York.

The aggregate principal amount of the New Notes offered here by will be equal to the aggregate principal amount of the applicable series of Original Notes that are validly tendered and accepted by the Company, which will be up to $3,562,407,000 comprised as follows:

The New Notes of each series will be issued only in fully registered form without coupons, in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The New Notes are general

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unsecured senior obligations of Lennar and will rank equally in right of payment with all of our other unsecured senior indebtedness, whether currently existing or incurred in the future. The New Notes will be senior in right of payment to any subordinated indebtedness we may incur, and will be effectively junior in right of payment to our secured indebtedness to the extent of the value of the collateral securing that indebtedness. As of February 28, 2018, our subsidiaries had $1.5 billion of secured indebtedness.

The New 6.625% 2020 Notes will bear interest at a fixed rate per year of 6.625% with interest payable semiannually on each May 1 and November 1, beginning on November 1, 2018, to holders of record on the preceding April 15 and October 15, as the case may be. The New 2.95% 2020 Notes will bear interest at a fixed rate per year of 2.95% with interest payable semiannually, on each May 29 and November 29, beginning on November 29, 2018, to holders of record on the preceding May 15 and November 15, as the case may be. The New 8.375% 2021 Notes will bear interest at a fixed rate per year of 8.375% with interest payable semiannually on each January 15 and July 15, beginning on July 15, 2018, to holders of record on the preceding January 1 and July 1, as the case may be. The New 6.25% 2021 Notes will bear interest at a fixed rate per year of 6.25% with interest payable semiannually on each June 15 and December 15, beginning on June 15, 2018, to holders of record on the preceding June 1 and December 1, as the case may be. The New 2022 Notes bear interest at a fixed rate per year of 5.375% with interest payable semiannually on each April 1 and October 1, beginning on October 1, 2018, to holders of record on the preceding March 15 and September 15, as the case may be. The New 2024 Notes will bear interest at a fixed rate per year of 5.875% with interest payable semiannually on each May 15 and November 15, beginning on November 15, 2018, to holders of record on the preceding May 1 and November 1, as the case may be. The New 2026 Notes will bear interest at a fixed rate per year of 5.25% with interest payable semiannually on each June 1 and December 1, beginning on December 1, 2018, to holders of record on the preceding May 15 and November 15, as the case may be. The New 5.00% 2027 Notes will bear interest at a fixed rate per year of 5.00% with interest payable semiannually on each June 15 and December 15, beginning on June 15, 2018, to holders of record on the preceding June 1 and December 1, as the case may be. The New 4.75% 2027 Notes will bear interest at a fixed rate per year of 4.75% with interest payable semiannually on each May 29 and November 29, beginning on Novemeber 29, 2018, to holders of record on the preceding May 15 and November 15, as the case may be. Each series of New Notes will accrue interest from the most recent date on which interest has been paid on the corresponding Original Notes accepted in the Exchange Offers or, if no such interest has been paid as of the closing of the Exchange Offers, from the initial date from which interest accrued on the corresponding Original Notes in accordance with its terms. In each case, if the record date for the first interest payment date occurs on or prior to the Exchange Date, the record date for the first interest payment date will be deemed the close of business on the day prior to such interest payment date.

Interest on the New Notes will be calculated on the basis of a 360-day year comprised of twelve 30-day months.

Each series of New Notes will initially be evidenced by one or more global notes deposited with a custodian for, and registered in the name of, Cede & Co., as nominee of The Depository Trust Company (“DTC”). Except as described herein, beneficial interests in the global notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its direct and indirect participants. We do not intend to list the New Notes on any national securities exchange or include the New Notes in any automated quotation systems.

Payments of principal of and interest on the New Notes issued in book-entry form will be made as described below under “Book-Entry Delivery and Form—Depositary Procedures.” Payments of principal of and interest on the New Notes issued in definitive form, if any, will be made as described below under “Book-Entry Delivery and Form—Payment and Paying Agent.”

Interest payable on any interest payment date or the maturity date will be the amount of interest accrued from, and including, the next preceding interest payment date in respect of which interest has been paid or duly provided for (or from and including (x) the most recent date on which interest has been paid on the corresponding

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series of Original Notes accepted in the Exchange Offers or (y) if no such interest has been paid on the corresponding series of Original Notes as of the closing of the Exchange Offers, the initial date from which interest accrued on the corresponding series of Original Notes accepted in the Exchange Offers in accordance with the terms of such series, if no interest has been paid or duly provided for with respect to the New Notes) to, but not including, such interest payment date or maturity date, as the case may be. If an interest payment date or the maturity date falls on a day that is not a Business Day, the related payment of principal or interest will be made on the next succeeding Business Day as if made on the date the payment was due. No interest will accrue on such payment for the period from and after such interest payment date or the maturity date, as the case may be, to the date of such payment on the next succeeding Business Day. The term “Business Day” means any day other than a Saturday, a Sunday or any other day on which banking institutions in New York, New York or the city where the corporate trust business of the Trustee with respect to the Indentures is principally administered at any particular time are required or authorized to close or be closed.

We may, without notice to or consent of the holders or beneficial owners of the New Notes, issue additional notes of a particular series having the same ranking, interest rate, maturity and/or other terms as a series of New Notes offered hereby (except for the offering price, date of issuance and, if applicable, the initial interest payment date); provided, that if such additional notes are not fungible with such New Notes for U.S. federal income tax purposes, the additional notes will have a separate CUSIP number. Any such additional notes issued will be considered part of the same series of New Notes under the applicable Indenture as the applicable New Notes offered hereby.

The Indentures do not contain any provisions that would limit our ability to incur additional unsecured indebtedness or require the maintenance of financial ratios or specified levels of net worth or liquidity.

Redemption at Our Option

We may, at our option, redeem a series of Notes in whole or in part at any time and from time to time.

We may redeem any of the 6.625% 2020 Notes, 8.375% 2021 Notes or the 2022 Notes at any time or in part from time to time at a redemption price of such Notes equal to the greater of:

If we redeem any of the 2.95% 2020 Notes more than 60 days prior to their scheduled maturity date, the redemption price of such Notes will be equal to the greater of:

If we redeem any of the 2.95% 2020 Notes on or after the date that is 60 days prior to their scheduled maturity date, the redemption price of such Notes will be equal to 100% of the principal amount of such Notes being redeemed.

If we redeem any of the 6.25% 2021 Notes, 2024 Notes, 2026 Notes, 5.00% 2027 Notes or 4.75% 2027 Notes more than 180 days prior to their scheduled maturity date, the redemption price of such Notes will be equal to the greater of:

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If we redeem any of the 6.25% 2021 Notes, 2024 Notes, 2026 Notes, 5.00% 2027 Notes or 4.75% 2027 Notes on or after the date that is 180 days prior to their scheduled maturity date, the redemption price will be equal to 100% of the principal amount of such Notes being redeemed.

In any redemption, we will also pay accrued interest on the Notes being redeemed to, but not including, the date of redemption. In determining the redemption price and accrued interest, interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

Any redemption will be on at least 30, but not more than 60, days’ prior notice to the holders of such Notes.

If money sufficient to pay the redemption price of and accrued interest on the applicable series of Notes to be redeemed is deposited with the Trustee on or before the redemption date, beginning on the redemption date interest will cease to accrue on the applicable series of Notes (or the portion of them) called for redemption and those Notes will cease to be outstanding.

“Comparable Treasury Issue” means the United States Treasury security selected by a Reference Treasury Dealer for a series of Notes as having a maturity comparable to the remaining term of such series of Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such series of Notes.

“Comparable Treasury Price” means, with respect to a series of Notes and any redemption date, (1) the average of the bid and asked prices for the Comparable Treasury Issue for such series of Notes (expressed in each case as a percentage of its principal amount) on the third Business Day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities” or (2) if such release (or any successor release) is not published or does not contain such price on such Business Day, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations for such series of Notes, or (B) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations for such series of Notes, the average of all such quotations.

“Quotation Agent” means any Reference Treasury Dealer appointed by us.

“Reference Treasury Dealer” means, with respect to (i) the 2.95% 2020 Notes and the 4.75% 2027 Notes, (A) each of Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co. LLC, Mizuho Securities USA LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC; provided, however, that if any of them shall cease to be a primary U.S. government securities dealer in New York City (“Primary Treasury Dealer”), we will substitute another Primary Treasury Dealer; and (B) any other Primary Treasury Dealer(s) selected by us; and with respect to (ii) each series of Notes (other than the 2.95% 2020 Notes and the 4.75% 2027 Notes), (A) each of Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Securities USA LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC; provided, however, that if any of them shall cease to be a Primary Treasury Dealer, we will substitute another Primary Treasury Dealer; and (B) any other Primary Treasury Dealer(s) selected by us.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer for a series of Notes and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue for such series of Notes (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such redemption date.

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“Remaining Payments” means, with respect to any Note of a series that is redeemed, the remaining payments of interest and the payment of principal (or the portion of the principal) that would have been due with regard to that Note after the actual redemption date (a) to the applicable scheduled maturity date but for such redemption in the case of the 6.625% 2020 Notes, 8.375% 2021 Notes or the 2022 Notes, (b) to the scheduled maturity date assuming that the scheduled maturity date was the day that is 60 days before the scheduled maturity date in the case of the 2.95% 2020 Notes and (c) to the applicable scheduled maturity date assuming that the scheduled maturity date was the day that is 180 days before the applicable scheduled maturity date in the case of the 6.25% 2021 Notes, 2024 Notes, 2026 Notes, 5.00% 2027 Notes or 4.75% 2027 Notes; provided, however, that, if such redemption date is not an interest payment date with respect to such Note, the amount of the next succeeding scheduled interest payment with respect to such Note will be reduced by the amount of interest accrued with respect to such Note to such redemption date.

“Treasury Rate” means, with respect to any series of Notes and any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue for such series of Notes, assuming a price for the Comparable Treasury Issue for such series of Notes (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such series of Notes and for such redemption date.

The Guarantees

The guarantor Subsidiaries are all 100% owned by us. Each guarantor Subsidiary will, in the circumstances described below (but only in those circumstances), unconditionally guarantee, jointly and severally with the other Subsidiaries that are guaranteeing the New Notes, all of our obligations under the New Notes and the Indentures, including our obligations to pay principal, premium, if any, and interest with respect to the New Notes. The guarantees will be general unsecured obligations of the guarantors and will rank pari passu with all existing and future unsecured indebtedness of the guarantors that is not, by its terms, expressly subordinated in right of payment to the guarantees or to other senior indebtedness of the guarantors. The obligations of each guarantor will be limited to the maximum amount which, after giving effect to all other contingent and fixed liabilities of such guarantor and after giving effect to any collections from or payments made by or on behalf of any other guarantor in respect of the obligations of such other guarantor under its guarantee or pursuant to its contribution obligations under the applicable Indenture, will result in the obligations of such guarantor under its guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each guarantor that makes a payment or distribution under a guarantee will be entitled to a contribution from each other guarantor in an amount pro rata, based on the net assets of each guarantor, determined in accordance with United States generally accepted accounting principles, or GAAP. While any of our wholly-owned (i.e., directly or indirectly 100% owned) Subsidiaries is guaranteeing the New Notes, its guarantee will be full and unconditional, and joint and several with the guarantees of all our other wholly-owned (i.e., directly or indirectly 100% owned) Subsidiaries that are guaranteeing the New Notes, subject to limitations intended to prevent the guarantees from constituting fraudulent conveyances or fraudulent transfers under federal or state law.

The Indentures require that, except as described below, each of our existing and future wholly-owned (i.e., directly or indirectly 100% owned) Subsidiaries (other than finance company Subsidiaries and foreign Subsidiaries) guarantee the New Notes if that Subsidiary guarantees any of our (i.e., Lennar Corporation’s) Indebtedness or guarantees the obligations of any Subsidiary as a guarantor of our (i.e., Lennar Corporation’s) Indebtedness (each such Subsidiary, a “guarantor”). At the date of this prospectus, all of our wholly-owned Subsidiaries (other than our Subsidiaries that (1) engage in the mortgage banking business, (2) own, finance, manage or service real estate assets (i.e., the subsidiaries in our Rialto segment), (3) engage in the development, investment and management of commercial or mixed use properties, (4) engage in the development, investment and management of multi-family rental properties, (5) engage in the installation, development, ownership, servicing, sale or lease of solar power systems or sale of solar power, (6) are prohibited from delivering a guarantee by law, rule, regulation or an agreement, or (7) individually have a net worth of less than $10 million and collectively have an aggregate net worth of not more than $75 million) guarantee our obligations under the Credit Agreement (see “Other Indebtedness”). Accordingly, all of the Subsidiaries that guarantee our obligations

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under the Credit Agreement (except our finance company Subsidiaries and our foreign Subsidiaries) will guarantee the New Notes when they are issued.

The obligations of a guarantor will be automatically suspended, and that guarantor will not be a guarantor (but will remain a Restricted Subsidiary) and will not have any obligations with regard to the New Notes, during any period when the principal amount of our (i.e., Lennar Corporation’s) obligations or of any Subsidiary’s obligations as a guarantor of our (i.e., Lennar Corporation’s) obligations, in each case other than the New Notes and any other Indebtedness containing provisions similar to this, that the guarantor is guaranteeing totals less than $75 million. Additionally, if any guarantor is released from its guarantee (rather than a suspension of its guarantee) of the outstanding Indebtedness of us or the obligations of any Restricted Subsidiary as a guarantor of our Indebtedness, that guarantor will automatically be released from its obligations as a guarantor under the Indenture, and from and after the date of that release, that guarantor will cease to constitute a guarantor of the New Notes and will not be a Restricted Subsidiary.

The Indentures provide that if all or substantially all of the assets of any guarantor or all of the capital stock of any guarantor is sold (including by consolidation, merger, issuance or otherwise) or disposed of (including by liquidation, dissolution or otherwise) by us or any of our Subsidiaries (other than in each case to us or an affiliate of ours or any of our Subsidiaries), then that guarantor or the Person acquiring those assets (in the event of a sale or other disposition of all or substantially all of the assets of the guarantor) will be deemed automatically and unconditionally released and discharged from all of its obligations under each Indenture without any further action on the part of the Trustee or any Holder of New Notes.

Change of Control Offer

If a Change of Control Triggering Event occurs, unless we have exercised our option to redeem Notes by notifying the noteholders to that effect as described above, we will be required to make an offer (a “Change of Control Offer”) to each Holder of Notes to repurchase all or any part of that Holder’s Notes on the terms set forth in the Notes. In a Change of Control Offer, we will be required to offer payment in cash equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, on the Notes that are repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at our option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice will be sent to Holders of the Notes, describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days after the date that notice is sent, other than as may be required by law (a “Change of Control Payment Date”). The notice will, if sent prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date.

On each Change of Control Payment Date, we will, to the extent lawful:

We will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance

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with the requirements for an offer made by us and the third party purchases all Notes properly tendered in response to its offer and not withdrawn.

To the extent that we are required to offer to repurchase the Notes upon the occurrence of a Change of Control Triggering Event, we will have a similar obligation with regard to the Existing Lennar Notes and any other senior notes with similar provisions. We may not have sufficient funds to repurchase the Notes and the Existing Lennar Notes, as well as any other senior notes with similar provisions, for cash at that time. In addition, our ability to repurchase the Notes or our existing senior notes for cash may be limited by law or the terms of other agreements relating to our indebtedness that is outstanding at the time. The failure to make a required repurchase of the Notes or our existing senior notes would result in a Default under the Notes.

We will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations under it to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, we will comply with those securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

For purposes of the Change of Control Offer provisions of the Notes, the following terms will be applicable:

“Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of our assets and the assets of our subsidiaries, taken as a whole, to any person, other than to us or one of our subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of our outstanding Voting Stock or other Voting Stock into which our Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (3) we consolidate with, or merge with or into, any person, or any person consolidates with, or merges with or into, us, in any such event pursuant to a transaction in which any of our outstanding Voting Stock or the Voting Stock of such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of our Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person or any direct or indirect parent company of the surviving person immediately after giving effect to such transaction; (4) the first day on which a majority of the members of our board of directors are not Continuing Directors; or (5) the adoption of a plan relating to our liquidation or dissolution.

Notwithstanding the foregoing, a transaction (or series of related transactions) will not be deemed to involve a Change of Control under clause (2) above if, either:

The term “person,” as used in this definition, has the meaning given to it in Section 13(d)(3) of the Exchange Act.

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The definition of “change of control” includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of our assets and the assets of our subsidiaries, taken as a whole. Although there is a body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of Notes to require us to repurchase its Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of our assets and the assets of our subsidiaries, taken as a whole, to another person or group may be uncertain.

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event.

“Continuing Director” means, as of any date of determination and with respect to a series of Notes, any member of our Board of Directors who (1) was a member of our Board of Directors on the date such series of Notes were initially issued or (2) was nominated for election, elected or appointed to our Board of Directors with the approval of a majority of the Continuing Directors who were members of our Board of Directors at the time of the nomination, election or appointment (either by a specific vote or by approval of our proxy statement in which that member was named as a nominee for election as a director, without objection to the nomination).

“Fitch” means Fitch Inc. and its successors.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent) by S&P and BBB- (or the equivalent) by Fitch, and the equivalent investment grade credit rating from any replacement Rating Agency or Rating Agencies selected by us.

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Rating Agencies” means (1) each of Moody’s, S&P and Fitch; and (2) if any of Moody’s, S&P or Fitch ceases to rate a series of Notes or fails to make a rating of a series of Notes publicly available for reasons beyond our control, a “nationally recognized statistical rating organization” as such term is defined in Section 3(a)(62) of the Exchange Act that is selected by us (as certified by a resolution of our Board of Directors) as a replacement agency for Moody’s, S&P or Fitch, or all of them, as the case may be.

“Rating Event” means the rating on a series of Notes is lowered by at least two of the three Rating Agencies and such series of Notes is rated below an Investment Grade Rating by at least two of the three Rating Agencies (and, if there is a split among the three Rating Agencies, by the two Rating Agencies with the lowest rating), in any case on any day during the period (which period will be extended so long as the rating of such series of Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) commencing 90 days prior to the earlier of (i) the first public notice of the occurrence of a Change of Control or (ii) the first public notice of our intention to effect a Change of Control, and ending 90 days following consummation of such Change of Control.

“S&P” means S&P Global Ratings, a division of S&P Global Inc., and its successors.

“Voting Stock” means, with respect to any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date, the capital stock of that person that is at the time entitled to vote generally in the election of the board of directors of that person.

Certain Covenants

Limitation on Liens. We will not, nor will we permit any Restricted Subsidiary to, create, assume, incur or suffer to exist any Lien upon any of our or its properties or assets, whether owned on the applicable Issue Date or thereafter acquired, unless:

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The following Liens are “Permitted Liens”:

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Notwithstanding the foregoing, we may, and any Restricted Subsidiary may, create, assume, incur or suffer to exist any Lien upon any of our properties or assets without equally and ratably securing the Notes if the aggregate amount of all Indebtedness then outstanding secured by such Lien and all other Liens which are not Permitted Liens, together with the aggregate net sales proceeds from all Sale-Leaseback Transactions which are not Permitted Sale Leaseback Transactions (as defined below), does not exceed 20% of Consolidated Net Tangible Assets.

Sale and Leaseback Transactions . We will not, nor will we permit any Restricted Subsidiary to, enter into any Sale-Leaseback Transaction, except for any of the following “Permitted Sale-Leaseback Transactions”:

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Notwithstanding the foregoing provisions, we may, and may permit any Restricted Subsidiary to, effect any Sale-Leaseback Transaction involving any real or tangible personal property which is not a Permitted Sale-Leaseback Transaction, provided that the aggregate net sales proceeds from all Sale-Leaseback Transactions which are not Permitted Sale-Leaseback Transactions, together with all Indebtedness secured by Liens which are not Permitted Liens, does not exceed 20% of Consolidated Net Tangible Assets.

Mergers and Consolidations . We may not consolidate with or merge into, or sell or lease our assets substantially as an entirety to, a Person unless, in the case of a series of Notes:

Compliance Certificate

We must deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers’ Certificate as to the signer’s knowledge of our compliance with all conditions and our covenants in each Indenture. The Officers’ Certificate also must state whether or not the signer knows of any Default or Event of Default that occurred during the preceding fiscal year under the applicable Indenture. If the signer knows of such a Default or Event of Default, the Officers’ Certificate must describe the Default or Event of Default and the efforts to remedy it. For the purposes of this provision of each Indenture, compliance is determined without regard to any grace period or requirement of notice under the applicable Indenture.

Events of Default; Notice and Waiver

The following will constitute “Events of Default” under each Indenture with respect to the series of Notes issued under such Indenture, subject to any additional limitations and qualifications included in such Indenture:

If an Event of Default (other than certain events of bankruptcy, insolvency or reorganization with respect to us or any Significant Subsidiary) with respect to a series of Notes has occurred and is continuing, the Trustee or

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the Holders of not less than 25% in principal amount of the Notes of such series then outstanding may declare the principal amount of such series of Notes then outstanding and interest, if any, accrued thereon to be due and payable immediately. However, if we cure all Defaults (except the nonpayment of the principal and interest due on any Notes of such series that have become due by acceleration) and certain other conditions in the applicable Indenture are met, with certain exceptions, such declaration may be annulled and past Defaults may be waived by the Holders of a majority of the principal amount of the Notes of such series then outstanding as described below. In the case of certain events of bankruptcy, insolvency or reorganization with respect to us or any Significant Subsidiary, the principal amount of the Notes will automatically become and be immediately due and payable.

Within 90 days after a Trust Officer in the Corporate Trust Office of the Trustee (as defined in the applicable Indenture) has knowledge of the occurrence of a payment Default or written notice of any Event of Default with respect to a series of Notes, the Trustee must send to all Holders of Notes of such series notice of all Defaults or Events of Default known to a Trust Officer, unless such Default or Event of Default is cured or waived before the giving of such notice. However, except in the case of a payment Default on any of the Notes of such series, the Trustee will be protected in withholding such notice if and so long as a trust committee of officers of the Trustee in good faith determines that the withholding of such notice is in the interest of the Holders of Notes of such series; and provided, further, in the case of any Default with respect to a failure by us or any Restricted Subsidiary to fulfill an obligation to pay Indebtedness for borrowed money, no such notice to Holders shall be given until the end of the 30-day grace period referred to above.

The Holders of a majority in principal amount of outstanding Notes of a series will have the right to direct the time, method and place of any proceedings for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee with respect to Notes of such series, subject to certain limitations specified in the applicable Indenture.

The Trustee, however, may refuse to follow any direction that conflicts with law or the applicable Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of the Notes of such series or that would involve the Trustee in personal liability. Prior to taking any action under the applicable Indenture, with respect to Notes of such series the Trustee will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

The Holders of a majority in principal amount of outstanding Notes of a series may waive any past Defaults under the applicable Indenture, except a Default relating to the non-payment of principal or interest on Notes of such series, a Default arising from our failure to redeem or repurchase any Notes of such series when required pursuant to the terms of the applicable Indenture or a Default in respect of any covenant that cannot be amended without the consent of each Holder of Notes of such series affected thereby.

Subject to the provisions of the applicable Indenture relating to the duties of the Trustee, if an Event of Default occurs and is continuing with respect to Notes of a series, the Trustee will be under no obligation to exercise any of the rights or powers under the applicable Indenture at the request or direction of any of the Holders of Notes of such series unless such Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against any loss, liability or expense. No Holder of the Notes of such series may pursue any remedy under the applicable Indenture or the Notes of such series, except in the case of a Default due to the non-payment of principal or interest on the Notes of such series, unless:

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To the extent any Holder or Holders request the Trustee to take any action, the Holder or Holders are required to offer to the Trustee indemnity or security reasonably satisfactory to it against any costs, liability or expense of the Trustee.

Each Indenture will require us (i) every year to deliver to the Trustee a statement as to performance of our obligations under such Indenture and as to any Default, and (ii) to deliver to the Trustee prompt notice of any Default.

Each Indenture will provide that if an Event of Default has occurred and is continuing, the Trustee will be required in the exercise of its powers to use the degree of care that a prudent person would use in the conduct of its own affairs.

Payments of the redemption price, the Change of Control repurchase price, or principal and interest that are not made when due will accrue interest per annum at the then-applicable interest rate plus one percent from the required payment date.

Modifications of the Indentures

With the consent of the Holders of not less than a majority in principal amount of the Notes of a series at the time outstanding, we and the Trustee may modify the applicable Indenture or the rights of the Holders of the Notes of such series. However, without the consent of each Holder of Notes that is affected, we cannot, among other actions:

In addition, without the consent of the Holders of all of the Notes of a series then outstanding, we cannot reduce the percentage of Notes of such series the Holders of which are required to consent to any such amendment or to waive a Default or Event of Default as described under “Events of Default; Notice and Waiver.”

We and the Trustee may modify the applicable Indenture without notice to or the consent of any Holder in order to make certain minor changes that do not adversely affect the Holders of the Notes issued under that Indenture and to conform the text of that Indenture or such Notes (or any guarantee of such Notes) under that Indenture to any corresponding provisions of the “Description of Debt Securities” or “Description of Notes” or similar provisions in any offering memorandum in respect of the applicable Notes (including any supplement).

Notices

Except as otherwise provided in this “Description of the New Notes” or the applicable Indenture, notices to Holders of the New Notes will be given by mail to the addresses of Holders of the New Notes as they appear in the Notes register; provided that notices given to Holders holding New Notes in book-entry form may be given through the facilities of DTC or any successor depositary.

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No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator, stockholder or partner of Lennar Corporation, or any successor or any subsidiary of the foregoing, as such, will have any liability for any obligations of Lennar Corporation or any Subsidiary under the Notes or the Indentures or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Unclaimed Money

If money deposited with the Trustee or a Paying Agent for the payment of principal of, or premium, if any, or accrued and unpaid interest on, the Notes of a series remains unclaimed for two years, the Trustee and Paying Agent will pay the money back to us upon our written request. However, the Trustee and Paying Agent have the right to withhold paying the money back to us until they publish, at our expense, in a newspaper of general circulation in the City of New York, or mail to each registered Holder of Notes of such series, a notice stating that the money will be paid back to us if unclaimed after a date no less than 30 days from the publication or mailing. After the Trustee or Paying Agent pays the money back to us, Holders of Notes entitled to the money must look to us for payment as general creditors, subject to applicable law, and all liability of the Trustee and the Paying Agent with respect to the money will cease.

Governing Law

The Notes and the Indentures, and any claim, controversy or dispute arising under or related to the Indentures or the Notes, will be governed by, and construed in accordance with, the laws of the State of New York (without regard to the conflicts of laws provisions thereof).

Reporting

Each Indenture will provide that any documents or reports that we are required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act will be provided to the Trustee within 15 days after they are filed with the SEC. Documents filed by us with the SEC via the EDGAR system will be deemed provided to the Trustee as of the time such documents are filed via EDGAR. In addition, if at any time the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company will furnish to the Holders of the Notes and to prospective investors, upon request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act.

Form, Denomination, Exchange, Registration and Transfer

The New Notes will be issued:

If there are certificated New Notes, Holders may present certificated New Notes for registration of transfer and exchange at the office maintained by us for such purpose, which will initially be an office or agency of the Trustee.

Book-Entry, Delivery and Settlement

The Original Notes of each series were issued in registered, global form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Original Notes of each series are currently represented by one or more permanent global certificates in definitive, fully registered form without interest coupons.

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The Original Global Notes were deposited upon issuance with the Trustee as custodian for DTC and registered in the name of Cede & Co. (DTC’s partnership nominee) or another DTC nominee for credit to an account of a direct or indirect participant in DTC.

The New Notes issued in exchange for the Original Notes of the corresponding series will be represented by one or more permanent global notes in definitive, fully registered, book-entry form. The global notes will be deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee of DTC.

DTC has advised us as follows:

We are providing the following descriptions of the operations and procedures of DTC to the Holders solely as a matter of convenience. These operations and procedures are solely within the control of DTC and are subject to change by DTC from time to time. None of us, the dealer managers, initial purchasers or the Trustee takes any responsibility for these operations or procedures, and each Holder is urged to contact DTC or its participants directly to discuss these matters.

We expect that under procedures established by DTC:

Payments by participants to owners of beneficial interests in the global note held through such participants will be governed by standing instructions and customary practice as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. The participants will be responsible for those payments. Transfers between participants in DTC will be effected in accordance with DTC’s rules and will be settled in immediately available funds.

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The laws of some jurisdictions require that purchasers of securities take physical delivery of those securities in definitive form. Accordingly, the ability to transfer interests in the New Notes represented by a global note to those persons may be limited. In addition, because DTC can act only on behalf of its participants, who in turn act on behalf of persons who hold interests through participants, the ability of a person having an interest in New Notes represented by a global note to pledge or transfer those interests to persons or entities that do not participate in DTC’s system, or otherwise to take actions in respect of such interest, may be affected by the lack of a physical definitive security in respect of such interest.

As long as the New Notes are represented by one or more global notes, DTC’s nominee will be the Holder of the New Notes and therefore will be the only entity that can exercise a right to repayment, repurchase or conversion of the New Notes. Notice by participants or indirect participants or by owners of beneficial interests in a global note held through such participants or indirect participants of the exercise of the option to require purchase of beneficial interests in New Notes represented by a global note must be transmitted to DTC in accordance with its procedures on a form required by DTC and provided to participants. In order to ensure that DTC’s nominee will timely exercise a right to purchase with respect to a particular note, the beneficial owner of such note must instruct the broker or the participant or indirect participant through which it holds an interest in such note to notify DTC of its desire to exercise a right to purchase. Different firms have cut-off times for accepting instructions from their customers and, accordingly, each beneficial owner should consult the broker or other participant or indirect participant through which it holds an interest in a note in order to ascertain the cut-off time by which such an instruction must be given in order for timely notice to be delivered to DTC. We will not be liable for any delay in delivery of notices of the exercise of the option to elect purchase.

New Notes represented by a global note will be exchangeable for registered certificated securities with the same terms only if: (1) DTC is unwilling or unable to continue as depositary or if DTC ceases to be a clearing agency registered under the Exchange Act and a successor depositary is not appointed by us within 90 days; (2) we decide to discontinue use of the system of book-entry transfer through DTC (or any successor depositary); or (3) an Event of Default under the applicable Indenture occurs and is continuing.

Neither we nor the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of New Notes by DTC or for maintaining, supervising or reviewing any records of DTC relating to the New Notes.

Payment and Paying Agent

We will maintain an office or agent in the United States where we will pay the principal on the New Notes, and a Holder may present New Notes for registration of transfer or exchange for other denominations, which shall initially be an office or agency of the Trustee.

Payments on the New Notes represented by the New Global Notes will be made to DTC, or its nominee, as the case may be, as the registered owner of the Global Notes, in immediately available funds.

Concerning the Trustee

The Bank of New York Mellon is the Trustee under each Indenture and will be appointed by us as the initial Paying Agent, registrar, transfer agent and custodian with regard to the New Notes.

We may maintain deposit accounts and conduct other banking transactions with the Trustee or its affiliates in the ordinary course of business. The Bank of New York Mellon is the trustee under indentures relating to the Existing Lennar Notes and the Remaining CalAtlantic Notes. The Trustee and its affiliates may from time to time in the future provide banking and other services to us in the ordinary course of their business.

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Discharge of the Indentures

We may satisfy and discharge our obligations under each Indenture:

Upon the deposit of such funds with the Trustee, such Indenture will, with certain limited exceptions, cease to be of further effect. The rights that would continue following the deposit of those funds with the Trustee are:

Certain Definitions

The following are definitions of certain of the terms used in each Indenture.

“Consolidated Net Tangible Assets” means the total amount of assets which would be included on a consolidated balance sheet of Lennar Corporation and the Restricted Subsidiaries under GAAP (less applicable reserves and other properly deductible items) after deducting therefrom:

“Default” means any event which upon the giving of notice or the passage of time, or both, would be an Event of Default.

“Funded Debt” of any Person means all Indebtedness for borrowed money created, incurred, assumed or guaranteed in any manner by such Person, and all Indebtedness, contingent or otherwise, incurred or assumed by such Person in connection with the acquisition of any business, property or asset, which in each case matures more than one year after, or which by its terms is renewable or extendible or payable out of the proceeds of similar Indebtedness incurred pursuant to the terms of any revolving credit agreement or any similar agreement at the option of such Person for a period ending more than one year after the date as of which Funded Debt is being determined.

However, Funded Debt shall not include:

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“Holder” means a Person in whose name a Note is registered on the registrar’s books.

“Indebtedness” means, with respect to us or any Subsidiary, and without duplication:

“ Issue Date ” means the date on which the applicable series of Original Notes were issued, or November 29, 2017 in the case of the Original 2.95% 2020 Notes and Original 4.75% 2027 Notes and February 20, 2018 in the case of all other Original Notes.

“Lien” means any mortgage, pledge, lien, encumbrance, charge or security interest of any kind.

“Non-Recourse Indebtedness” means any of our Indebtedness or any Restricted Subsidiary’s Indebtedness for which the holder of such Indebtedness has no recourse, directly or indirectly, to us or such Restricted Subsidiary for the principal of, premium, if any, and interest on such Indebtedness, and for which we are not or such Restricted Subsidiary is not, directly or indirectly, obligated or otherwise liable for the principal of, premium, if any, and interest on such Indebtedness, except pursuant to mortgages, deeds of trust or other security interests or other recourse, obligations or liabilities, in respect of specific land or other real property interests of us or such Restricted Subsidiary securing such Indebtedness; provided, however, that recourse, obligations or liabilities solely for indemnities, or breaches of warranties or representations in respect of Indebtedness, will not prevent that Indebtedness from being classified as Non-Recourse Indebtedness.

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“Officers’ Certificate” when used with respect to us means a certificate signed by two of our officers (as specified in the Indenture); each such certificate will comply with Section 314 of the TIA and include the statements required under the applicable Indenture.

“Paying Agent” means the office or agency designated by us where the Notes may be presented for payment.

“Person” means any individual, corporation, partnership, joint venture, joint-stock company, trust, unincorporated organization or government or any government agency or political subdivision.

“Restricted Subsidiary” means (a) all existing wholly-owned (i.e., directly or indirectly 100% owned) Subsidiaries, other than finance company subsidiaries and any foreign Subsidiaries, and (b) all future wholly-owned (i.e., directly or indirectly 100% owned) Subsidiaries that become guarantors, in each case, until such time as such Subsidiary is released in accordance with the terms of the applicable Indenture. See “Description of the New Notes—The Guarantees.”

“Sale-Leaseback Transaction” means a sale or transfer made by us or a Restricted Subsidiary of any property which is either (a) a manufacturing facility, office building or warehouse whose book value equals or exceeds 1% of Consolidated Net Tangible Assets as of the date of determination, or (b) another property (not including a model home) which exceeds 5% of Consolidated Net Tangible Assets as of the date of determination, if such sale or transfer is made with the agreement, commitment or intention of leasing such property to Lennar Corporation or a Restricted Subsidiary.

“Significant Subsidiary” means any Subsidiary (a) whose revenues exceed 10% of our total consolidated revenues, in each case for the most recent fiscal year, or (b) whose net worth exceeds 10% of our Total Consolidated Stockholders’ Equity, in each case as of the end of the most recent fiscal year.

“Subsidiary” means (a) a corporation or other entity of which a majority in voting power of the stock or other interests is owned by us, by a Subsidiary or by us and one or more Subsidiaries or (b) a partnership, of which we or any Subsidiary is the sole general partner and of which the Company or a Subsidiary owns at least 25% in value of the equity.

“Total Consolidated Stockholders’ Equity” means, with respect to any date of determination, our total consolidated stockholders’ equity as shown on the most recent consolidated balance sheet that is contained or incorporated in the latest annual report on Form 10-K (or equivalent report) or quarterly report on Form 10-Q (or equivalent report) filed with the SEC, and is as of a date not more than 181 days prior to the date of determination, in the case of the consolidated balance sheet contained or incorporated in an annual report on Form 10-K, or 135 days prior to the date of determination, in the case of the consolidated condensed balance sheet contained in a quarterly report on Form 10-Q.

“U.S. Government Obligations” means direct obligations of, and obligations guaranteed by, the United States of America for the payment of which the full faith and credit of the United States of America is pledged.

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of certain U.S. federal income tax considerations relating to the exchange of unregistered Original Notes for registered New Notes pursuant to the Exchange Offers, but does not purport to be a complete analysis of all the potential tax considerations relating to the Exchange Offers. This summary is based upon the provisions of the Code, Treasury regulations promulgated thereunder, administrative rulings and pronouncements, and judicial decisions, all as in effect on the date of this prospectus and all of which are subject to change, possibly with retroactive effect, or to different interpretations.

This discussion does not address all of the U.S. federal income tax considerations that may be relevant to a holder in light of such holder’s particular circumstances or to holders subject to special rules, such as banks or other financial institutions, entities or arrangements classified as partnerships or other pass-through entities for U.S. federal income tax purposes or investors in such entities, regulated investment companies, real estate investment trusts, expatriates or former U.S. citizens or U.S. residents, insurance companies, brokers or dealers in securities or commodities, holders that use a mark-to-market method of accounting for their securities holdings, U.S. holders whose functional currency is not the U.S. dollar, holders subject to the alternative minimum tax, tax-exempt organizations, controlled foreign corporations (within the meaning of the Code), passive foreign investment companies (within the meaning of the Code), persons deemed to sell the Notes under the constructive sale provisions of the Code, persons holding the Notes in tax-deferred accounts, or persons holding the Notes as part of a “straddle,” “hedge,” “conversion transaction,” integrated security transaction or other risk reduction transaction. In addition, this discussion is limited to persons that hold the Notes as “capital assets” within the meaning of the Code (generally, property held for investment). This discussion does not address U.S. federal tax laws other than those pertaining to the U.S. federal income tax (such as the gift tax, the estate tax and the Medicare tax) or the effect of any applicable state, local or non-U.S. tax laws. This summary is not binding on the Internal Revenue Service, or “IRS.” We have not sought and will not seek any rulings from the IRS with respect to the statements made in this summary, and there can be no assurance that the IRS will not take a position contrary to these statements or that a contrary position taken by the IRS would not be sustained by a court.

The exchange of an Original Note for an Exchange Note pursuant to the Exchange Offers should not constitute a taxable exchange of the Original Note for U.S. federal income tax purposes. Rather, the Exchange Note a holder receives will be treated as a continuation of the holder’s investment in the corresponding Original Note surrendered in the exchange. Consequently, a holder should not recognize any taxable income, gain or loss upon the receipt of an Exchange Note pursuant to the Exchange Offers, the holder’s holding period for an Exchange Note should include the holding period for the Original Note exchanged pursuant to the Exchange Offers, and the holder’s tax basis in an Exchange Note should be the same as the adjusted tax basis in the Original Note immediately before such exchange.

THIS SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISOR WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATION, AS WELL AS ANY TAX CONSIDERATIONS ARISING UNDER OTHER U.S. FEDERAL TAX LAWS, THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR ANY APPLICABLE INCOME TAX TREATY.

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CERTAIN ERISA CONSIDERATIONS

The following summary regarding certain aspects of ERISA and the Code is based on ERISA and the Code, judicial decisions and United States Department of Labor and IRS regulations and rulings that are in existence on the date of this prospectus. This summary is general in nature and does not address every issue pertaining to ERISA or the Code that may be applicable to us, the New Notes or a particular investor. Accordingly, each prospective investor should consult with his, her or its own counsel in order to understand the issues relating to ERISA and the Code that affect or may affect the investor with respect to this investment.

ERISA and the Code impose certain requirements on employee benefit plans that are subject to Title I of ERISA and plans subject to Section 4975 of the Code (each such employee benefit plan or plan, a “Plan”), on entities whose underlying assets include plan assets by reason of a Plan’s investment in such entities and on those persons who are “fiduciaries” as defined in Section 3(21) of ERISA and Section 4975 of the Code with respect to Plans (together with Plans, “Benefit Plan Investors”). In considering an investment of the assets of a Plan subject to Part 4 of Subtitle B of Title I of ERISA in the New Notes, a fiduciary must, among other things, discharge its duties solely in the interest of the participants of such Plan and their beneficiaries and for the exclusive purpose of providing benefits to such participants and beneficiaries and defraying reasonable expenses of administering the Plan. A fiduciary must act prudently and must diversify the investments of a Plan subject to Part 4 of Subtitle B of Title I of ERISA so as to minimize the risk of large losses, as well as discharge its duties in accordance with the documents and instruments governing such Plan. In addition, ERISA generally requires fiduciaries to hold all assets of a Plan subject to Part 4 of Subtitle B of Title I of ERISA in trust and to maintain the indicia of ownership of such assets within the jurisdiction of the district courts of the United States. A fiduciary of a Plan subject to Part 4 of Subtitle B of Title I of ERISA should consider whether an investment in the New Notes satisfies these requirements.

An investor who is considering acquiring the New Notes with the assets of a Plan must consider whether the acquisition and holding of the New Notes will constitute or result in a non-exempt prohibited transaction. Section 406(a) of ERISA and Sections 4975(c)(1)(A), (B), (C) and (D) of the Code prohibit certain transactions that involve a Plan and a “party in interest” as defined in Section 3(14) of ERISA or a “disqualified person” as defined in Section 4975(e)(2) of the Code with respect to such Plan. Examples of such prohibited transactions include, but are not limited to, sales or exchanges of property (such as the New Notes) or extensions of credit between a Plan and a party in interest or disqualified person. Section 406(b) of ERISA and Sections 4975(c)(1)(E) and (F) of the Code generally prohibit a fiduciary with respect to a Plan from dealing with the assets of the Plan for its own benefit (for example, when a fiduciary of a Plan uses its position to cause the Plan to make investments in connection with which the fiduciary (or a party related to the fiduciary) receives a fee or other consideration).

ERISA and the Code contain certain exemptions from the prohibited transactions described above, and the Department of Labor has issued several exemptions, although certain exemptions do not provide relief from the prohibitions on self-dealing contained in Section 406(b) of ERISA and Sections 4975(c)(1)(E) and (F) of the Code. Exemptions include Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code pertaining to certain transactions with non-fiduciary service providers; Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 95-60, applicable to transactions involving insurance company general accounts; PTCE 90-1, regarding investments by insurance company pooled separate accounts; PTCE 91-38, regarding investments by bank collective investment funds; PTCE 84-14, regarding investments effected by a qualified professional asset manager; and PTCE 96-23, regarding investments effected by an in-house asset manager. There can be no assurance that any of these exemptions will be available with respect to the acquisition of the New Notes. Under Section 4975 of the Code, excise taxes are imposed on disqualified persons who participate in non-exempt prohibited transactions (other than a fiduciary acting only as such) and such transactions may have to be rescinded.

As a general rule, a governmental plan, as defined in Section 3(32) of ERISA (each, a “Governmental Plan”), a church plan, as defined in Section 3(33) of ERISA, that has not made an election under Section 410(d)

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of the Code (each, a “Church Plan”) and a plan maintained outside the United States primarily for the benefit of persons substantially all of whom are nonresident aliens (each, a “non-U.S. Plan”) are not subject to Title I of ERISA or Section 4975 of the Code. Accordingly, assets of such plans may be invested without regard to the fiduciary and prohibited transaction considerations described above. Although a Governmental Plan, a Church Plan or a non-U.S. Plan is not subject to Title I of ERISA or Section 4975 of the Code, it may be subject to other United States federal, state or local laws or non-U.S. laws that regulate its investments (a “Similar Law”). A fiduciary of a Government Plan, a Church Plan or a non-U.S. Plan should consider whether investing in the New Notes satisfies the requirements, if any, under any applicable Similar Law.

The New Notes may be acquired by a Plan, a Governmental Plan, a Church Plan, a non-U.S. Plan or an entity whose underlying assets include the assets of a Plan, but only if the acquisition will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or a violation of Similar Law. Therefore, any investor in the New Notes will be deemed to represent and warrant to us and the Trustee that (1) (a) it is not (i) a Plan, (ii) a Governmental Plan, (iii) a Church Plan, (iv) a non-U.S. Plan or (v) an entity whose underlying assets include the assets of a Plan, (b) it is a Plan or an entity whose underlying assets include the assets of a Plan and the acquisition and holding of the New Notes will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or (c) it is a Governmental Plan, a Church Plan or a non-U.S. Plan that is not subject to (i) ERISA, (ii) Section 4975 of the Code or (iii) any Similar Law that prohibits or imposes excise or penalty taxes on the acquisition or holding of the New Notes; and (2) it will notify us and the Trustee immediately if, at any time, it is no longer able to make the representations contained in clause (1) above. Any purported transfer of the New Notes to a transferee that does not comply with the foregoing requirements shall be null and void ab initio.

In addition, an investor that acquires the New Notes or any interest therein that is using assets of a Benefit Plan Investor, including any fiduciary acquiring a New Note on behalf of a Benefit Plan Investor (“Plan Fiduciary”), will be deemed to have represented by its acquisition of the New Note that:

(1) Lennar has not provided nor will it provide advice with respect to the acquisition of a New Note by the Benefit Plan Investor, other than to the Plan Fiduciary which is independent of Lennar, and the Plan Fiduciary either: (a) is a bank as defined in Section 202 of the Investment Advisers Act of 1940 (the “Advisers Act”), or similar institution that is regulated and supervised and subject to periodic examination by a State or Federal agency; (b) is an insurance carrier which is qualified under the laws of more than one state to perform the services of managing, acquiring or disposing of assets of a Benefit Plan Investor; (c) is an investment adviser registered under the Advisers Act, or, if not registered an as investment adviser under the Advisers Act by reason of paragraph (1) of Section 203A of the Advisers Act, is registered as an investment adviser under the laws of the state in which it maintains its principal office and place of business; (d) is a broker-dealer registered under the Exchange Act; or (e) has, and at all times that the Benefit Plan Investor is invested in a New Note will have, total assets of at least U.S. $50,000,000 under its management or control (provided that this clause (e) shall not be satisfied if the Plan Fiduciary is either (i) the owner or a relative of the owner of an investing individual retirement account or (ii) a participant or beneficiary of the Plan investing in a New Note in such capacity);

(2) the Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to particular transactions and investment strategies, including the acquisition by the Benefit Plan Investor of a New Note;

(3) the Plan Fiduciary is a “fiduciary” with respect to the Benefit Plan Investor within the meaning of Section 3(21) of ERISA, Section 4975 of the Code, or both, and is responsible for exercising independent judgment in evaluating the Benefit Plan Investor’s acquisition of a New Note;

(4) Lennar has not exercised any authority to cause the Benefit Plan Investor to invest in a New Note or to negotiate the terms of the Benefit Plan Investor’s investment in a New Note; and

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(5) the Plan Fiduciary has been informed by Lennar: (a) that Lennar is not undertaking to provide impartial investment advice or to give advice in a fiduciary capacity, and that no such entity has given investment advice or otherwise made a recommendation, in connection with the Benefit Plan Investor’s acquisition of a New Note; and (b) of the existence and nature of the Lennar’s financial interests in the Benefit Plan Investor’s acquisition of a New Note. The above representations are intended to comply with the DOL fiduciary rule (DOL Reg. Section 29 C.F.R. 2510.3-21) generally, and in particular, DOL Reg. Sections 29 C.F.R. 2510.3-21(a) and (c)(1) as promulgated on April 8, 2016 (81 Fed. Reg. 20,997). To the extent these regulations are revoked, repealed or no longer effective, these representations shall be deemed to be no longer in effect.

The sale of any New Notes to a Benefit Plan Investor is in no respect a representation by any party or entity that such an investment meets all relevant legal requirements with respect to investments by Benefit Plan Investors generally or any particular Benefit Plan Investor, or that such an investment is appropriate for Benefit Plan Investors generally or any particular Benefit Plan Investor.

These offers are not a representation by us that an acquisition of the New Notes meets any or all legal requirements applicable to investments by Plans, Governmental Plans, Church Plans, non-U.S. Plans or entities whose underlying assets include the assets of a Plan or that such an investment is appropriate for any particular Plan, Governmental Plan, Church Plan, non-U.S. Plan or entity whose underlying assets include the assets of a Plan.

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