Exhibit
10.6


 


FORM OF EQUITY ACQUISITION AGREEMENT


 


 


BY AND AMONG


 


 


LNR PROPERTY CORPORATION


 


AND


 


LNR CAPITAL CORPORATION


 


 


 


DATED AS OF [                    ],
200[  ]


 


 





















TABLE OF CONTENTS


 


	
  ARTICLE I
  DEFINITIONS

  	
  1

  
	
       Section 1.1

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II
  PURCHASE AND SALE

  	
  3

  
	
       Section 2.1

  	
  Purchase and Sale of
  the OP Units

  	
  3

  
	
       Section 2.2

  	
  Purchase Price

  	
  3

  
	
       Section 2.3

  	
  The Closing

  	
  3

  
	
       Section 2.4

  	
  Closing Deliveries

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE III
  REPRESENTATIONS AND WARRANTIES OF SELLER

  	
  3

  
	
       Section 3.1

  	
  Organization and
  Authority

  	
  4

  
	
       Section 3.2

  	
  Execution and Delivery;
  Valid and Binding Agreement

  	
  4

  
	
       Section 3.3

  	
  Noncontravention

  	
  4

  
	
       Section 3.4

  	
  Title to OP Units

  	
  4

  
	
       Section 3.5

  	
  Litigation

  	
  4

  
	
       Section 3.6

  	
  Compliance with Laws

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV
  REPRESENTATIONS AND WARRANTIES OF BUYER

  	
  5

  
	
       Section 4.1

  	
  Organization of Buyer

  	
  5

  
	
       Section 4.2

  	
  Execution and Delivery;
  Valid and Binding Agreement

  	
  5

  
	
       Section 4.3

  	
  Noncontravention

  	
  5

  
	
       Section 4.4

  	
  Certain Securities Law
  Matters

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE V
  COVENANTS OF THE PARTIES

  	
  6

  
	
       Section 5.1

  	
  Consents and Approvals

  	
  6

  
	
       Section 5.2

  	
  Further Assurances

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI
  SURVIVAL AND INDEMNITY

  	
  7

  
	
       Section 6.1

  	
  Survival

  	
  7

  
	
       Section 6.2

  	
  Indemnification by
  Seller

  	
  7

  
	
       Section 6.3

  	
  Indemnification by the
  Buyer

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII
  EXERCISE OF OVER-ALLOTMENT

  	
  7

  
	
       Section 7.1

  	
  Form of Amendment

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII
  MISCELLANEOUS

  	
  7

  
	
       Section 8.1

  	
  Press Releases and
  Public Announcements

  	
  7

  
	
       Section 8.2

  	
  No Third-Party Beneficiaries

  	
  8

  
	
       Section 8.3

  	
  Entire Agreement

  	
  8

  
	
       Section 8.4

  	
  Succession
  and Assignment

  	
  8

  
	
       Section 8.5

  	
  Counterparts

  	
  8

  
	
       Section 8.6

  	
  Headings

  	
  8

  
	
       Section 8.7

  	
  Notices

  	
  8

  
	
       Section 8.8

  	
  Waiver of Jury Trial

  	
  9

  
	
       Section 8.9

  	
  Amendments and Waivers

  	
  10

  
	
       Section 8.10

  	
  Severability

  	
  10

  
	
       Section 8.11

  	
  Construction

  	
  10

  
	
   

  	
   

  	
   

  



 


	
  Exhibits

  	
   

  	
  Exhibit Name

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  A

  	
   

  	
  Amended
  Equity Acquisition Agreement

  	
   

  



 


i





















 


FORM OF EQUITY ACQUISITION
AGREEMENT


 


EQUITY ACQUISITION AGREEMENT dated as of [                   ], 200[  ] (this “Agreement”), by and between
LNR Capital Corporation, a Maryland corporation (“Buyer”), and LNR
Property Corporation, a Delaware corporation (“Seller”).  Buyer and Seller are referred to collectively
herein as the “Parties.”


 


WHEREAS, LNR Capital Limited Partnership is a Delaware limited
partnership formed on August 17, 2005 (“LNR OP”);


 


WHEREAS, Seller owns Common Units (as such term is defined in the Agreement
of Limited Partnership of LNR OP dated [                ], 200[  ] (the “Partnership Agreement”) of LNR
OP;


 


WHEREAS, Seller desires to sell, and Buyer desires to purchase, in
accordance with the terms and conditions of this Agreement, all of the Seller’s
right, title, and interest in [       ]
Common Units (the “OP Units”);


 


NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties and agreements set forth in this Agreement, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Parties agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


Section
1.1             Definitions.  The following terms have the respective
meanings ascribed thereto below:


 


“Affiliate” has the meaning set forth in Rule 12b-2 of the
regulations promulgated under the Securities Exchange Act of 1934, as amended.


 


“Agreement” has the meaning set forth in the Preamble to this
Agreement.


 


“Business Day” shall mean any day other than Saturday, Sunday or
any other day on which banks in New York, New York are permitted or required to
be closed.


 


“Buyer” has the meaning set forth in the Preamble to this
Agreement.


 


“Buyer Indemnified Parties” has the meaning set forth in Section
6.2.


 


“Closing” has the meaning set forth in Section 2.3.


 


“Closing Date” has the meaning set forth in Section 2.3.


 


“Contemplated Transactions” means the sale by the Seller, and
the acquisition by the Buyer of the OP Units.


 


 





















 


“Governmental Authority” means any: (i) nation, state, county,
city, town, village, district, or other jurisdiction of any nature; (ii)
federal, state, local, municipal, foreign, or other government; (iii)
governmental or quasi-governmental authority of any nature (including any
governmental agency, branch, department, official, or entity and any court or
other tribunal); or (iv) body exercising, or entitled to exercise, any
administrative, executive, judicial, legislative, police, regulatory, or taxing
authority or power of any nature.


 


“Law” has the meaning set forth in Section 3.3.


 


“Lien” means any lien, charge, option, pledge, assignment,
mortgage, security interest, preemptive right, right of first refusal or
encumbrance of any kind.


 


“LNR OP” has the meaning set forth in the Recitals to this
Agreement.


 


“Loss” means any actual loss, liability, obligation, payment,
assessment, costs or expenses, including without limitation interest,
penalties, fines, and reasonable attorneys’ fees and expenses (including those
incurred in connection with the enforcement of a Party’s right to
indemnification hereunder); provided, however, that in no event shall the term
“Loss” include punitive, special, indirect, consequential or other damages
other than direct damages.


 


“OP Units” has the meaning set forth in the Recitals to this Agreement.


 


“Organizational Documents” means (a) the articles or certificate
of incorporation and the bylaws of a corporation; (b) the partnership agreement
and any statement of partnership of a general partnership; (c) the limited
partnership agreement and the certificate of limited partnership of a limited
partnership; (d) the certificate of formation and operating agreement of a
limited liability company; (e) any charter, bylaw, operating agreement or
similar document not described in (a) through (d) above adopted or filed in
connection with the creation, formation, organization or operation of a Person;
and (f) any amendment or contemplated amendment to any of the foregoing.


 


“Parties” has the meaning set forth in the Preamble to this
Agreement.


 


“Partnership Agreement” had the meaning set forth in the
Recitals to this Agreement.


 


“Person” means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization, or a Governmental Entity.


 


“Purchase Price” has the meaning set forth in Section 2.2(a).


 


“Securities Act” means the Securities Act of 1933, as amended.


 


“Seller” has the meaning set forth in the Preamble to this
Agreement.


 


“Seller Indemnified Parties” has the meaning set forth in
Section 6.3.


 


 


2





















 


“Underwriting Agreement” has the meaning set forth in Section
2.4(a).


 


ARTICLE II


 


PURCHASE
AND SALE


 


Section 2.1             Purchase
and Sale of the OP Units.  Upon the
terms and subject to the conditions set forth in this Agreement, on the Closing
Date (as defined below) the Seller hereby agrees to sell to Buyer, and Buyer
hereby agrees to purchase from the Seller, the OP Units for the Purchase Price
(as defined below).


 


Section
2.2             Purchase
Price.  (a)  On the Closing Date, Buyer shall pay to
Seller an amount equal to $[             
], (the “Purchase Price”).


 


(b)           The Purchase Price shall be paid by
Buyer by wire transfer of immediately available funds to an account of Seller
specified by Seller to Buyer in writing.


 


Section
2.3             The
Closing.  The closing of the
transactions contemplated by this Agreement (the “Closing”) is taking
place in connection with the consummation of the Buyer’s initial public offering
of the Buyer’s common stock and with the execution of this Agreement at the
offices of Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York
10022 or at such time and place as the Parties shall mutually agree.  For all purposes hereunder (a) the date of
this Agreement shall be referred to as the “Closing Date,” and (ii) the
Closing shall be deemed to have occurred at 11:59 p.m. on the Closing Date.


 


Section
2.4             Closing
Deliveries.  Contemporaneously
herewith, and simultaneously with the other Party’s deliveries hereunder:


 


(a)           Seller shall deliver to Buyer the
certificates representing the OP Units duly endorsed by Seller for transfer to
Buyer; and


 


(b)           Buyer shall deliver to Seller the
Purchase Price via wire transfer to the account(s) specified by Seller to Buyer
in writing.


 


ARTICLE III


 


REPRESENTATIONS
AND WARRANTIES

OF SELLER


 


The Seller hereby represents and warrants to the Buyer, as of the date
of this Agreement, as follows:


 


 


3





















 


Section
3.1             Organization
and Authority.  Seller is a
corporation duly formed, validly existing, and in good standing under the laws
of the state of Delaware with all requisite power and authority to carry out
the transactions contemplated hereby.


 


Section
3.2             Execution
and Delivery; Valid and Binding Agreement.  
(a)  The execution, delivery and
performance by Seller of this Agreement, and the consummation of the
Contemplated Transactions, have been duly and validly authorized by all requisite
corporate proceedings on the part of Seller, and no other corporate proceedings
on the part of Seller are necessary to authorize the execution, delivery and
performance by Seller of this Agreement.


 


(b)           This Agreement has been duly executed
and delivered by Seller and, assuming that this Agreement is the valid and
binding agreement of the Buyer, constitutes the valid and binding obligation of
Seller, enforceable against Seller in accordance with its terms, except as such
enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other laws of general application affecting
enforcement of creditors’ rights or by general principles of equity.


 


Section
3.3             Noncontravention.  Neither the execution and the delivery of
this Agreement by Seller, nor the consummation by Seller of the Contemplated
Transactions, will (a) violate (i) any constitution, statute, regulation, rule,
injunction, judgment, order, decree, ruling, charge, or other restriction
(each, a “Law”) of any Governmental Entity to which Seller is subject,
(ii) any provision of the Organizational Documents of Seller or (iii) any
agreement, indenture or instrument to which any of the Seller is a party, or
(b) require Seller to give any notice to, make any filing with, or obtain any authorization,
consent, or approval of any Governmental Entity or other third party in order
for Seller to consummate the Contemplated Transactions, except, in the case of
the foregoing clauses (a)(i), (a)(iii) and (b), for any such violations,
conflicts, breaches, defaults, rights of acceleration, terminations,
cancellations, requirements or other actions or notices that are not reasonably
likely, individually or in the aggregate, to result in a material adverse
effect on the value of the OP Units, taken as a whole.


 


Section
3.4             Title
to OP Units.  As of the date of this
Agreement, all of the OP Units are owned by Seller and Seller has good title to
all of such OP Units, free and clear of Liens. 
At Closing, Seller will transfer, and Buyer will acquire, good and
marketable title to the OP Units, free and clear of any Liens.


 


Section
3.5             Litigation.    As of the date of this Agreement, there is
no action, suit, investigation or proceeding pending, or, to the knowledge of
Seller, threatened against Seller before any Governmental Entity specifically
relating to the ownership of the OP Units. 
Seller has no pending action against any third party relating
specifically to the ownership of the OP Units. 
There are no unsatisfied judgments or material outstanding orders,
writs, injunctions, decrees, settlements, stipulations or awards (whether
rendered by a court or Governmental Entity or by arbitration) against Seller
specifically relating to the ownership of the OP Units.  There is in effect no temporary restraining
order, injunction or similar equitable relief applicable to Seller prohibiting
or seeking to prohibit consummation of the Contemplated Transactions.


 


Section
3.6             Compliance
with Laws. Seller has been and is in compliance with all Laws applicable to
the OP Units, except where such noncompliance would not result in any 


 


 


4





















 


change, event or circumstance that has or is reasonably likely to,
individually or in the aggregate, have a material adverse effect on the value
of the OP Units, taken as a whole.


 


ARTICLE IV


 


REPRESENTATIONS
AND WARRANTIES OF BUYER


 


The Buyer hereby represents and warrants to the Seller, as of the date
of this Agreement, as follows:


 


Section
4.1             Organization
of Buyer.  Buyer is a corporation
duly formed, validly existing, and in good standing under the laws of the State
of Maryland with all requisite power and authority to carry out the
transactions contemplated hereby.


 


Section
4.2             Execution
and Delivery; Valid and Binding Agreement. 
(a)  The execution, delivery and
performance by Buyer of this Agreement, and the consummation of the
Contemplated Transactions, have been duly and validly authorized by all requisite
corporate proceedings on the part of Buyer, and no other corporate proceedings
on its part are necessary to authorize the execution, delivery and performance
of this Agreement.


 


(b)           This Agreement has been duly executed
and delivered by Buyer and, assuming that this Agreement is the valid and
binding agreement of Seller, constitutes the valid and binding obligation of
Buyer, enforceable against Buyer in accordance with its terms, except as such
enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other laws of general application affecting
enforcement of creditors’ rights or by general principles of equity.


 


Section
4.3             Noncontravention.  Neither the execution and the delivery of
this Agreement nor the consummation of the Contemplated Transactions, will (a)
violate (i) any Law to which Buyer is subject (ii) any provision of Buyer’s
Organizational Documents or (iii) any agreement, indenture or instrument to
which any of the Buyer is a party, or (b) require Buyer to give any notice to,
make any filing with, or obtain any authorization, consent, or approval of any
Governmental Entity or other third party in order for Buyer to consummate the
Contemplated Transactions, except, in the case of the foregoing clauses (a)(i),
(a)(iii) and (b), for any such violations, conflicts, breaches, defaults,
rights of acceleration, terminations, cancellations, requirements or other
actions or notices that are not reasonably likely, individually or in the
aggreagate, to result in a material adverse effect on the ability of Buyer to
consummate the Contemplated Transactions.


 


Section
4.4             Certain
Securities Law Matters. (a)  Buyer is an “accredited investor” as such
term is defined in Regulation D promulgated under the Securities Act.  Buyer is acquiring the OP Units for its own
account for investment and with no present intention of distributing or
reselling such securities or any part thereof in any transaction which would
constitute a “distribution” within the meaning of the Securities Act.  Buyer understands that the OP Units have not
been registered under the Securities Act or any state securities laws and are
being transferred to Buyer in part in reliance on the foregoing
representation.  Buyer understands 


 


 


5





















 


that the OP Units may not be sold, transferred, offered for sale,
pledged, hypothecated or otherwise disposed of without registration under the
Securities Act and any applicable state securities laws, except pursuant to an
exemption from such registration under the Securities Act and such laws.  Buyer is able to bear the economic risk of
holding the OP Units for an indefinite period, and has knowledge and experience
in financial and business matters such that it is capable of evaluating the
risks of the investment in the OP Units. Buyer has had the opportunity to
perform such due diligence regarding the OP Units as deemed by it to be
reasonably necessary and appropriate in the circumstances, and except for the
specific representations and warranties set forth herein, is relying solely
upon its own due diligence and analysis of the economic, legal and tax aspects
of owning the OP Units and consummating the Contemplated Transactions.


 


ARTICLE V


 


COVENANTS
OF THE PARTIES


 


Section
5.1             Consents
and Approvals.  Subject to the terms
hereof, with respect to any consents, approvals or filings which have not been
obtained or made as of the date hereof, or which by the nature of the relevant
consent, approval or filing cannot be obtained or made prior to Closing, the
Parties shall use their respective commercially reasonable efforts to, as
promptly as practicable (i) take, or cause to be taken, all actions, and do, or
cause to be done, and to assist and cooperate with the other parties in doing,
all things necessary, proper or advisable to obtain such consents or approvals
(ii) make all necessary filings, and thereafter make any other required
submissions, with respect to this Agreement required under any applicable
federal or state securities Laws and any other applicable Law, and (iii)
execute and/or deliver any additional instruments necessary to fully carry out
the purposes of this Agreement.  The
Parties shall cooperate with each other in connection with obtaining such
consents or approvals or the making of all such filings, including providing
copies of all such documents to the non-filing party and its advisors prior to
filing.  The Parties shall use their
respective commercially reasonable efforts to furnish to each other all
information required for any application or other filing to be made pursuant to
the rules and regulations of any applicable Law in connection with any of the
transactions contemplated hereby.


 


Section
5.2             Further
Assurances.  The parties shall
cooperate reasonably with each other and with their respective representatives
in connection with any steps required to be taken as part of their respective
obligations under this Agreement, and shall (a) furnish upon request to each
other such further information; (b) execute and deliver to each other such
other documents; and (c) do such other acts and things, all as the other party
may reasonably request for the purpose of carrying out the intent of this
Agreement; provided, however, that neither Party shall be required to make any
material change to its business, expend any material funds or incur any other
material burden in order to comply with this Section 5.2.


 


6





















 


ARTICLE VI


 


SURVIVAL
AND INDEMNITY


 


Section
6.1             Survival.  All of the representations and warranties of
the Seller contained in Article III above, and all of the representations and
warranties of the Buyer contained in Article IV above, shall survive the
Closing hereunder and continue in full force and effect for a period of one
year following the Closing Date.  The
Parties’ respective covenants and agreements to be performed at or after the
Closing Date contained in this Agreement shall survive indefinitely unless
otherwise set forth herein.


 


Section
6.2             Indemnification
by Seller.  Subject to the
limitations of Section 5.1 above, Seller agrees to indemnify the Buyer and its
Affiliates and their officers, directors, managers, members, employees and
stockholders (collectively, the “Buyer Indemnified Parties”) from, and
hold them harmless against any Losses, which any of the Buyer Indemnified
Parties suffer, sustain or become subject to, that are caused by, arise out of
or are a result of any of the following: (i) any material breach of any of the
representations and warranties of Seller contained in this Agreement (except
for those representations and warranties that are qualified by materiality, for
which the Seller agrees to indemnify for any breach); or (ii) any material
breach of, or failure to perform, any covenant or agreement of Seller contained
in this Agreement.


 


Section
6.3             Indemnification
by the Buyer. Subject to the limitations of Section 5.1 above, the Buyer
agrees to indemnify Seller, and its Affiliates, officers, directors, managers,
members, employees and stockholders (collectively, the “Seller Indemnified
Parties”) from, and hold them harmless against, any Losses, which any of
the Seller Indemnified Parties suffer, sustain or become subject to, that are
caused by or are a result of any of the following: (i) any material breach of
any of the representations and warranties of the Buyer contained in this
Agreement (except for those representations and warranties that are qualified
by materiality, for which the Buyer agrees to indemnify for any breach), or
(ii) any material breach of, or failure to perform, any covenant or agreement
of the Buyer contained in this Agreement.


 


ARTICLE VII


 


EXERCISE
OF OVER-ALLOTMENT


 


Section
7.1             Form
of Amendment. In the event that the underwriters’ over-allotment option is
exercised pursuant to Section 2(c) of the Underwriting Agreement, the Parties
shall execute an amendment to this Agreement, in the form attached hereto as
Exhibit A.


 


ARTICLE VIII


 


MISCELLANEOUS


 


Section
8.1             Press
Releases and Public Announcements. 
No Party shall issue any press release or make any public announcement relating
to the subject matter of this Agreement without the prior written approval of
the other Party; provided, however, that any Party may make any 


 


 


7





















 


public disclosure required by applicable Law (in which case the
disclosing Party will use commercially reasonable efforts to advise the other
Party prior to making such disclosure).


 


Section
8.2             No Third-Party
Beneficiaries.  Except as set forth in Article V with respect
to Seller Indemnified Parties and Buyer Indemnified Parties, this Agreement
shall not confer any rights or remedies upon any Person other than the Parties
and their respective successors and permitted assigns.


 


Section
8.3             Entire
Agreement.  This Agreement
constitutes the entire agreement between the Parties and supersede any prior
understandings, agreements, or representations by or between the Parties,
written or oral, to the extent they related in any way to the subject matter
hereof and thereof.


 


Section 8.4             Succession and Assignment.  This Agreement shall be binding upon and
inure to the benefit of the Parties named herein and their respective
successors and permitted assigns. No Party may assign either this Agreement or
any of its rights, interests, or obligations hereunder without the prior
written approval of the other Party.


 


Section
8.5             Counterparts.  This Agreement may be executed in one or more
counterparts, and by different parties on different counterparts, each of which
shall be deemed an original but all of which together will constitute one and
the same instrument.


 


Section
8.6             Headings.  The section headings contained in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.


 


Section
8.7             Notices.  All notices, requests, demands, claims, and
other communications hereunder will be in writing. Any notice, request, demand,
claim, or other communication hereunder shall be deemed duly given if (and then
three Business Days after) it is sent by registered or certified mail, return
receipt requested, postage prepaid, and addressed to the intended recipient as
set forth below:


 


If to Seller:


 


LNR Property Corporation 

c/o LNR Property Holdings Ltd.

1601 Washington Avenue, Suite 800


Miami Beach, Florida 33139

Attention: General Counsel

Facsimile: (305) 695-5500


 


Copy to:


 


Schulte Roth & Zabel LLP


919 Third Avenue


 


 


8





















 


New York, New York 10022

Facsimile: (212) 593-5955

Attention: André Weiss, Esq.


 


If to the Buyer:


 


LNR Capital Corporation

c/o LNR Property Holdings Ltd.

1601 Washington Avenue, Suite 800


Miami Beach, Florida 33139

Attention: General Counsel

Facsimile: (305) 695-5500


 


Copy to:


 


Schulte Roth & Zabel LLP


919 Third Avenue


New York, New York 10022

Facsimile: (212) 593-5955

Attention: André Weiss, Esq.


 


Any Party may send any notice, request, demand, claim, or other
communication hereunder to the intended recipient at the address set forth
above using any other means (including personal delivery, expedited courier,
messenger service, telecopy, telex, ordinary mail, or electronic mail), but no
such notice, request, demand, claim, or other communication shall be deemed to
have been duly given unless and until it actually is received by the intended
recipient. Any Party may change the address to which notices, requests,
demands, claims, and other communications hereunder are to be delivered by
giving the other Party notice in the manner herein set forth.  This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of New York without
giving effect to any choice or conflict of law provision or rule (whether of
the State of New York or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of New
York.  Any proceeding seeking to enforce
any provision of, or based on any right arising out of, this Agreement may only
be brought against any of the Parties in the courts of the State of New York,
County of New York, or, if it has or can acquire jurisdiction, in the United
States District Court for the Southern District of New York, and each of the
Parties consents to the jurisdiction of such courts (and of the appropriate
appellate courts) in any such action or proceeding and waives any objection to
venue laid therein.


 


Section
8.8             Waiver
of Jury Trial.  EACH PARTY
ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS
AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE
EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH
PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.  EACH
PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, 


 


9





















 


AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS
CONSIDERED THE IMPLICATIONS OF THIS WAIVER AND (C) EACH SUCH PARTY HAS BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS SET FORTH HEREIN.


 


Section
8.9             Amendments
and Waivers.  No amendment of any
provision of this Agreement shall be valid unless the same shall be in writing
and signed by the Parties.  No waiver by
any Party of any default, misrepresentation, or breach of warranty hereunder,
whether intentional or not, shall be deemed to extend to any prior or
subsequent default, misrepresentation, or breach of warranty hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.


 


Section
8.10           Severability.  Any term or provision of this Agreement that
is invalid or unenforceable in any situation in any jurisdiction shall not
affect the validity or enforceability of the remaining terms and provisions
hereof or the validity or enforceability of the offending term or provision in
any other situation or in any other jurisdiction.


 


Section
8.11           Construction.
The Parties have participated jointly in the negotiation and drafting of this
Agreement. In the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the Parties
and no presumption or burden of proof shall arise favoring or disfavoring any
Party by virtue of the authorship of any of the provisions of this Agreement.
Any reference to any federal, state, local, or foreign statute or law shall be
deemed also to refer to all rules and regulations promulgated thereunder,
unless the context requires otherwise. The word “including” means “including
without limitation.”


 


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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first above written.


 


	
   

  	
  LNR
  PROPERTY CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  LNR
  CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 





















 


Exhibit A


 


Amendment to Equity
Acquisition Agreement