Officer's Certificate of LNR Property CorporationOFFICER'S CERTIFICATE
OF
LNR PROPERTY CORPORATION
The undersigned, Mark A. Griffith, being aduly-elected Vice President of LNR
PROPERTY CORPORATION, a Delaware corporation (the "Company"), in connection with the
assignment to LNR Jefferson LLC, a Florida limited liability company ("Jefferson"), of that
certain Agreement of Lease between City of Miami Beach, Florida; as Owner, and Lincoln Plaza
Partners LLC, a Florida limited liability company ("Lincoln"), as Tenant, dated September 1,
1999, recorded September 3, 1999 in Official Records Book 18770, Page 447 ("Ground Lease")
and that certain Development Agreement between City of Miami Beach, Florida, as Owner, and
Lincoln, as Developer, dated September 1, 1999, recorded September 3, 1999 in Official Records
Book 18770, Page 673, both of the Public Records of Miami-Dade County, Florida
("Development Agreement"), hereby certifies on behalf of the Company as follows:
1. Jefferson is comprised of two members, LNR Jefferson Holdings, Inc. ("LNRJ"),
a Florida corporation, as the managing member, and Lincoln, as a member.
2. LNRJ is a wholly owned subsidiary of Leisure Colony Management Corp., a
Florida corporation ("Leisure"), which is a wholly owned subsidiary of the
Company.
3. LNRJ or its Affiliates, as defined in the Ground Lease (the "LNR Group"), fulfill
each of the following criteria in the manner described below:
a. LNR Group is a developer who either invests for its own account in or
develops commercial projects located within or outside the United States.
b. LNR Group has Equity ownership in real estate plus cash and/or cash
equivalent of at least Twenty Million Dollars ($20,000,000), adjusted for
inflation, of which not less than Ten Million Dollars ($10,000,000),
adjusted for inflation, is equity ownership in real estate, as set forth in the
most recent year end financial statements incorporated into the Form 10-K
of the Company.
c. LNR Group is not a Foreign Instrumentality as defined in the Ground
Lease;
d. LNR Group has not, within the seven years preceding and through the date
hereof, been in an adversarial relationship in litigation with the City of
Miami Beach, including but not limited to, litigation with respect to
ordinances, charter provisions or resolutions of the City of Miami Beach,
including building codes or tax code violations (but excluding zoning
appeals and appeals of property tax assessments);
e. LNR Group is not owned, controlled or run by entities or individuals who
have been convicted, or are presently under indictment, for felonies under
the laws of any foreign or domestic jurisdiction;
f. LNR Group has not filed or been discharged from bankruptcy,
reorganization or insolvency proceedings within seven years prior to the
date hereof;
g. LNR Group does not, in charter or organizational documents, expressly
advocate or have as a stated purpose the violent overthrow of, or armed
resistance against, the U.S. Government or genocide, violence, hatred or
animosity toward persons based solely on their race, religion, creed, color,
sexual orientation or national origin;
h. The Company is publicly held, and its Affiliate, Lennar Corporation, a
Delaware corporation, has not less than a five years operating history.
IN WITNESS WHEREOF, the undersigned ha xecuted this Certificate as Vice
President and on behalf of the Company as of the ~ !~'' day Dedember, 2000.
MarklA.l~if~ith. Vice President
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