Common use of Issuance, Sale and Delivery of the Shares Clause in Contracts

Issuance, Sale and Delivery of the Shares. The Purchase Shares to be sold by the Companies have been duly authorized for issuance and, when issued, delivered and paid for in the manner set forth in this Purchase Agreement, will be validly issued, fully paid and non-assessable. The Additional Shares have been duly authorized and, if and when issued pursuant to the Adjustment Agreement, will be validly issued, fully paid and non-assessable, Upon payment of the purchase price and delivery of the Shares in accordance with this Agreement, PaineWebber will receive good, valid and marketable title to the Shares, free and clear of all security interests, mortgages, pledges, liens, encumbrances and claims. No approval of or authorization by the respective shareholders or boards of directors of the Companies will be required for the issuance and/or sale of the Shares to be sold by the Companies as contemplated herein or in the Adjustment Agreement, except such as shall have been obtained on or before the Closing Date. The issuance and/or sale of the Shares to the PaineWebber Parties by the Companies pursuant to this Purchase Agreement or the Adjustment Agreement (as the case may be), the compliance by the Companies with the other provisions of this Purchase Agreement or the Adjustment Agreement and the consummation of the other transactions contemplated hereby or thereby do not require the consent, approval, authorization, registration or qualification of or with any court, governmental authority or agency, except such as shall have been obtained on or before the Closing Date or in connection with any Resale Registration Statement filed with respect to any of the Shares. The Companies meet and will continue to meet the requirements for use of Form S-3 under the Securities Act, and the rules and regulations of the U.S. Securities and Exchange Commission (the "Commission") under the Securities Act (the "1933 Act Regulations"). The Companies have filed and will file all documents which they are required to file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder (the "1934 Act Regulations") within the time periods prescribed by the Exchange Act and the 1934 Act Regulations and all such documents (collectively, together with the Companies' registration statements filed under the Securities Act which have been declared effective since January 1, 1997 and have not been withdrawn, the "Companies' SEC Filings") comply and will comply in all material respects with the requirements of the Exchange Act and the 1934 Act Regulations, as applicable, and none of such documents, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Resale Registration Statement filed in respect of any of the Shares, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Issuance, Sale and Delivery of the Shares. The Purchase Shares to be sold by the Companies shares of Preferred Stock have been duly authorized for issuance and, when issued, delivered and paid for in the manner set forth in this Purchase Agreement, will be validly issued, fully paid and non-assessablenonassessable, and will conform in all material respects to the description thereof set forth in the Private Placement Memorandum. The Additional Shares shares of Common Stock have been duly authorized and, if when issued, delivered and when issued pursuant to paid for in the Adjustment manner set forth in this Agreement, will be validly issued, fully paid and non-assessablenonassessable, Upon payment and will conform in all material respects to the description thereof set forth in the Private Placement Memorandum. The Company shall at all times reserve and keep available, out of its authorized but unissued Common Stock, solely for the purpose of effecting the conversion or redemption of the purchase price and delivery Shares, the full number of shares of Common Stock issuable upon the conversion or redemption of all the Shares from time to time outstanding. The shares of Common Stock that may be issued upon conversion or redemption of the Shares in accordance have been duly authorized, and upon such issuance will be validly issued, fully paid and nonassessable and no preemptive rights or other rights to subscribe for or purchase any shares of Common Stock of the Company exist with this Agreement, PaineWebber will receive good, valid and marketable title respect to the Shares, free and clear issuance of all security interests, mortgages, pledges, liens, encumbrances and claimssuch shares. No approval preemptive rights or other rights to subscribe for or purchase any shares of Common Stock or authorization Preferred Stock of the Company exist with respect to the issuance and sale of the Shares by the respective shareholders Company pursuant to this Agreement or boards the Conversion Shares pursuant to the Certificate of directors Designations which have not been waived or complied with. No stockholder of the Companies Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company’s intention to file the Registration Statement) to require the Company to register the sale of any capital stock owned by such stockholder under the Registration Statement. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and/or and sale of the Shares to be sold by the Companies Company as contemplated herein or in the Adjustment Agreementherein, except such as shall have been obtained on or before for the Closing Date. The issuance and/or sale of the Shares to the PaineWebber Parties by the Companies pursuant to this Purchase Agreement or the Adjustment Agreement (as the case may be), the compliance by the Companies with the other provisions of this Purchase Agreement or the Adjustment Agreement and the consummation of the other transactions contemplated hereby or thereby do not require the consent, approval, authorization, registration or qualification of or with any court, governmental authority or agency, except such as shall have been obtained on or before the Closing Date or Stockholder Approval described in connection with any Resale Registration Statement filed with respect to any of the Shares. The Companies meet and will continue to meet the requirements for use of Form S-3 under the Securities Act, and the rules and regulations of the U.S. Securities and Exchange Commission (the "Commission") under the Securities Act (the "1933 Act Regulations"). The Companies have filed and will file all documents which they are required to file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder (the "1934 Act Regulations") within the time periods prescribed by the Exchange Act and the 1934 Act Regulations and all such documents (collectively, together with the Companies' registration statements filed under the Securities Act which have been declared effective since January 1, 1997 and have not been withdrawn, the "Companies' SEC Filings") comply and will comply in all material respects with the requirements of the Exchange Act and the 1934 Act Regulations, as applicable, and none of such documents, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Resale Registration Statement filed in respect of any of the Shares, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingSection 4.5 below.

Issuance, Sale and Delivery of the Shares. The Purchase Shares to be sold by the Companies have been duly authorized for issuance and, when issued, delivered and paid for in the manner set forth in this Purchase Agreement, will be validly issued, fully paid and non-assessable. The Additional Shares have been duly authorized andShares, if and when issued pursuant to the Adjustment Agreement, have been duly authorized and will be validly issued, fully paid and non-assessable, . Upon payment of the purchase price and delivery of the Shares in accordance with this Purchase Agreement, PaineWebber NMSSI will receive good, valid and marketable title to the Shares, free and clear of all security interests, mortgages, pledges, liens, encumbrances and claims. No approval of or authorization by the respective shareholders or boards of trustees or directors of the Companies will be required for the issuance and/or sale of the Shares to be sold by the Companies as contemplated herein or in the Adjustment Agreement, except such as shall have been obtained on or before the Closing Date or the applicable Settlement Date. The issuance and/or sale of the Shares to the PaineWebber NMS Parties by the Companies pursuant to this Purchase Agreement or the Adjustment Agreement (as the case may be), the compliance by the Companies with the other provisions of this Purchase Agreement or the Adjustment Agreement and the consummation of the other transactions contemplated hereby or thereby do not require the consent, approval, authorization, registration or qualification of or with any court, governmental authority or agency, except such as shall have been obtained on or before the Closing Date or in connection with any Resale Registration Statement filed with respect to any of the Shares. The Companies meet and will continue to meet the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the U.S. Securities and Exchange Commission (the "Commission") under the Securities Act (the "1933 Act Regulations"). The Companies have filed and will file all documents which they are required to file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder (the "1934 Act Regulations") within the time periods prescribed by the Exchange Act and the 1934 Act Regulations since December 31, 1996 and all such documents (collectively, together with the Companies' registration statements filed under the Securities Act which have been declared effective since January 1, 1997 and have not been withdrawn, the "Companies' SEC Filings") comply and will comply in all material respects with the requirements of the Exchange Act and the 1934 Act Regulations, as applicable, and none of such documents, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Resale Registration Statement filed in respect of any of the Shares, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading. 5 4.5. Due Execution, in light Delivery and Performance by the Company. Each of the circumstances Companies has full right, power and authority to enter into this Purchase Agreement and the Agreement and perform the transactions contemplated hereby and thereby. This Purchase Agreement and the Agreement have been duly authorized, executed and delivered by each of the Companies. The execution and delivery of the Purchase Agreement and the Agreement by each of the Companies and the consummation of the transactions and the performance of the obligations herein and therein contemplated will not violate any provision of the declaration of trust, certificate of incorporation, bylaws, or other organizational documents of either of the Companies, and will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, credit agreement, lease, franchise, license, indenture, note, permit or other instrument to which they were madeeither Company is a party or by which either Company or its respective properties may be bound or affected, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to either Company or any of its respective properties other than violations, conflicts, breaches or defaults that individually or in the aggregate would not misleadinghave a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Purchase Agreement, the Agreement or the consummation of the transactions contemplated hereby or thereby, except in connection with the filing of any Resale Registration Statements pursuant to Section 7 below or for compliance with the blue sky laws applicable to the offering of the Shares.

Issuance, Sale and Delivery of the Shares. The Purchase Shares to be sold by the Companies Company have been duly authorized for issuance and, when issued, delivered and paid for in the manner set forth in this Purchase Agreement, will be duly authorized, validly issued, fully paid and non-assessablenonassessable. The Additional Shares have been duly authorized and, if and when issued pursuant to the Adjustment Forward Share Purchase Agreement, will be validly issued, fully paid and non-assessable, Upon payment of the purchase price and delivery nonassessable. None of the Shares in accordance with this Agreement, PaineWebber will receive good, valid when issued and marketable title delivered to the SharesUBS Parties shall be subject to any lien, free and clear security interest, claim, charge or encumbrance of all security interestsany nature. Other than the UBS Parties, mortgagesno shareholder of the Company has any right, pledgeswhich has not or will not have been waived or has not expired by reason of lapse of time following notification of the Company's intent to file any Registration Statement (as defined below) pursuant to Section 7.1, liensto require the Company to register the sale of any shares owned by such shareholder under the Securities Act of 1933, encumbrances and claimsas amended (the "Securities Act"), in such Registration Statement. No approval of or authorization by the respective shareholders or boards the Board of directors Trust Managers of the Companies Company will be required for the issuance and/or sale of the Shares to be sold by the Companies Company as contemplated herein or in the Adjustment Forward Stock Purchase Agreement, except such as shall have been obtained on or before the Closing Date. The issuance and/or sale of the Shares to the PaineWebber UBS Parties by the Companies Company pursuant to this Purchase Agreement or the Adjustment Forward Share Purchase Agreement (as the case may be), the compliance by the Companies Company with the other provisions of this Purchase Agreement or the Adjustment Forward Share Purchase Agreement and the consummation of the other transactions contemplated hereby or thereby do not require the consent, approval, authorization, registration or qualification of or with any court, governmental authority or agencyauthority, except such as shall have been obtained on or before the Closing Date or in connection with any Resale Registration Statement filed with respect to any of the Shares. The Companies meet Company meets and will continue to meet the requirements for use of Form S-3 under the Securities Act, Act and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder (the "Commission") under the Securities Act (the "1933 Act Rules and Regulations"). The Companies have Company has filed and will file all documents which they are it is required to file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder (the "1934 Act Regulations") within the time periods prescribed by the Exchange Act and the 1934 Act Regulations and all such documents (collectively, together with the Companies' registration statements filed under the Securities Act which have been declared effective since January 1, 1997 and have not been withdrawn, the "Companies' SEC Filings") comply and will comply in all material respects with the requirements of the Exchange Act and the 1934 Act Regulationsrules and regulations thereunder, as applicable, and none of such documents, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Resale Registration Statement filed in respect of any of the Shares, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Issuance, Sale and Delivery of the Shares. The Purchase Shares to be sold by the Companies have been duly authorized for issuance and, when issued, delivered and paid for in the manner set forth in this Purchase Agreement, will be validly issued, fully paid and non-assessable. The Additional Shares have been duly authorized and, if and when issued pursuant to the Adjustment Agreement, will be validly issued, fully paid and non-assessable, Upon payment of the purchase price and delivery of the Shares in accordance with this Agreement, PaineWebber MLI will receive good, valid and marketable title to the Shares, free and clear of all security interests, mortgages, pledges, liens, encumbrances and claims. No approval of or authorization by the respective shareholders or boards of directors of the Companies will be required for the issuance and/or sale of the Shares to be sold by the Companies as contemplated herein or in the Adjustment Agreement, except such as shall have been obtained on or before the Closing Date. The issuance and/or sale of the Shares to the PaineWebber Xxxxxxx Xxxxx Parties by the Companies pursuant to this Purchase Agreement or the Adjustment Agreement (as the case may be), the compliance by the Companies with the other provisions of this Purchase Agreement or the Adjustment Agreement and the consummation of the other transactions contemplated hereby or thereby do not require the consent, approval, authorization, registration or qualification of or with any court, governmental authority or agency, except such as shall have been obtained on or before the Closing Date or in connection with any Resale Registration Statement filed with respect to any of the Shares. The Companies meet and will continue to meet the requirements for use of Form S-3 under the Securities Act, and the rules and regulations of the U.S. Securities and Exchange Commission (the "Commission") under the Securities Act (the "1933 Act Regulations"). The Companies have filed and will file all documents which they are required to file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder (the "1934 Act Regulations") within the time periods prescribed by the Exchange Act and the 1934 Act Regulations since December 31, 1996 and all such documents (collectively, together with the Companies' registration statements filed under the Securities Act which have been declared effective since January 1November 5, 1997 and have not been withdrawn, the "Companies' SEC Filings") comply and will comply in all material respects with the requirements of the Exchange Act and the 1934 Act Regulations, as applicable, and none of such documents, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Resale Registration Statement filed in respect of any of the Shares, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Issuance, Sale and Delivery of the Shares. The Purchase Shares to be sold by the Companies have been duly authorized for issuance and, when issued, delivered and paid for in the manner set forth in this Purchase Agreement, will be validly issued, fully paid and non-assessable. The Additional Shares have been duly authorized andShares, if and when issued pursuant to the Adjustment Agreement, have been duly authorized and will be validly issued, fully paid and non-assessable, . Upon payment of the purchase price and delivery of the Shares in accordance with this Purchase Agreement, PaineWebber LBI will receive good, valid and marketable title to the Shares, free and clear of all security interests, mortgages, pledges, liens, encumbrances and claims. No approval of or authorization by the respective shareholders or boards of trustees or directors of the Companies will be required for the issuance and/or sale of the Shares to be sold by the Companies as contemplated herein or in the Adjustment Agreement, except such as shall have been obtained on or before the Closing Date or the 4 applicable Settlement Date. The issuance and/or sale of the Shares to the PaineWebber Parties LBI or LBF by the Companies pursuant to this Purchase Agreement or the Adjustment Agreement (as the case may be), the compliance by the Companies with the other provisions of this Purchase Agreement or the Adjustment Agreement and the consummation of the other transactions contemplated hereby or thereby do not require the consent, approval, authorization, registration or qualification of or with any court, governmental authority or agency, except such as shall have been obtained on or before the Closing Date or in connection with any Resale Registration Statement filed with respect to any of the Shares. The Companies meet and will continue to meet the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the U.S. Securities and Exchange Commission (the "Commission") under the Securities Act (the "1933 Act Regulations"). The Companies have filed and will file all documents which they are required to file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder (the "1934 Act Regulations") within the time periods prescribed by the Exchange Act and the 1934 Act Regulations since December 31, 1996 and all such documents (collectively, together with the Companies' registration statements filed under the Securities Act which have been declared effective since January 1, 1997 and have not been withdrawn, the "Companies' SEC Filings") comply and will comply in all material respects with the requirements of the Exchange Act and the 1934 Act Regulations, as applicable, and none of such documents, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Resale Registration Statement filed in respect of any of the Shares, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading.

Issuance, Sale and Delivery of the Shares. The Purchase Shares to be sold by the Companies Company have been duly authorized for issuance and, when issued, delivered and paid for in the manner set forth in this Purchase Agreement, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, and will conform to the description thereof incorporated by reference in the Registration Statement. The Additional Shares have been duly authorized andShares, if and when issued pursuant to the Adjustment Forward Stock Purchase Agreement, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, Upon payment of and will conform to the purchase price and delivery description thereof incorporated by reference in the Registration Statement. None of the Shares in accordance with this Agreement, PaineWebber will receive good, valid when issued and marketable title delivered to the SharesUBS Parties shall be subject to any lien, free and clear security interest, claim, charge or encumbrance of all security interestsany nature. Other than the UBS Parties, mortgagesno shareholder of the Company has any right, pledgeswhich has not been waived or has not expired by reason of lapse of time following notification of the Company's intent to file the Registration Statement (as defined below), liensto require the Company to register the sale of any shares owned by such shareholder under the Securities Act of 1933, encumbrances and claimsas amended (the "Securities Act"), in the Registration Statement. No further approval or authority of or authorization by the respective shareholders or boards the Board of directors Directors of the Companies Company will be required for the issuance and/or sale of the Shares to be sold by the Companies Company as contemplated herein or in the Adjustment Forward Stock Purchase Agreement, except such as shall have been obtained on or before the Closing Date. The issuance and/or sale of the Shares to the PaineWebber UBS Parties by the Companies Company pursuant to this Purchase Agreement or the Adjustment Forward Stock Purchase Agreement (as the case may be), the compliance by the Companies Company with the other provisions of this Purchase Agreement or the Adjustment Forward Stock Purchase Agreement and the consummation of the other transactions contemplated hereby or thereby do not require the consent, approval, authorization, registration or qualification of or with any court, governmental authority or agencyauthority, except such as shall have been obtained on or before the Closing Date or in connection with any Resale Registration Statement filed with respect to any other than the registration of the Sharesresale of the Shares by the UBS Parties with the Securities and Exchange Commission (the "SEC") and any required Blue Sky filings within the States. The Companies meet Company meets and will continue to meet the requirements for use of Form S-3 under the Securities Act, Act and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder (the "Commission") under the Securities Act (the "1933 Act Rules and Regulations"). The Companies have Company has filed and will file all documents which they are it is required to file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder (the "1934 Act Regulations") within the time periods prescribed by the Exchange Act and the 1934 Act Regulations and all such documents (collectively, together with the Companies' registration statements filed under the Securities Act which have been declared effective since January 1, 1997 and have not been withdrawn, the "Companies' Company's SEC Filings") comply and will comply in all material respects with the requirements of the Exchange Act and the 1934 Act Regulationsrules and regulations thereunder, as applicable, and none of such documents, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the SEC, conform in all material respects with the requirements of the Securities Act and the Rules and Regulations and the Exchange Act and the rules and regulations thereunder, as applicable. No Resale Registration Statement filed in respect of any of the Shares, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Issuance, Sale and Delivery of the Shares. The Purchase Shares to be sold by the Companies Company have been duly authorized for issuance and, when issued, delivered and paid for in the manner set forth in this Purchase Agreement, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, and will conform to the description thereof included in or incorporated by reference in the Registration Statement (as defined below). The Additional Shares have been duly authorized andShares, if and when issued pursuant to the Adjustment Forward Stock Purchase Agreement, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, Upon payment of and will conform to the purchase price and delivery description thereof incorporated by reference in the Registration Statement. None of the Shares in accordance with this Agreement, PaineWebber will receive good, valid when issued and marketable title delivered to the SharesUBS Parties shall be subject to any lien, free security interest, claim, charge or encumbrance of any nature. Other than the UBS Parties and clear as set forth in the Company's SEC Filings, no shareholder of all security intereststhe Company has any right, mortgageswhich has not been waived or has not expired by reason of lapse of time following notification of the Company's intent to file the Registration Statement, pledgesto require the Company to register the sale of any shares owned by such shareholder under the Securities Act of 1933, liensas amended (the "Securities Act"), encumbrances and claimsin the Registration Statement. No further approval or authority of or authorization by the respective shareholders or boards the Board of directors Trustees of the Companies Company will be required for the issuance and/or sale of the Shares to be sold by the Companies Company as contemplated herein or in the Adjustment Forward Stock Purchase Agreement, except such as shall have been obtained on or before the Closing Date. The issuance and/or sale of the Shares to the PaineWebber UBS Parties by the Companies Company pursuant to this Purchase Agreement or the Adjustment Forward Stock Purchase Agreement (as the case may be), the compliance by the Companies Company with the other provisions of this Purchase Agreement or the Adjustment Forward Stock Purchase Agreement and the consummation of the other transactions contemplated hereby or thereby do not require the consent, approval, authorization, registration or qualification of or with any court, governmental authority or agencyauthority, except such as shall have been obtained on or before the Closing Date or in connection with any Resale Registration Statement filed with respect to any other than the registration of the Sharesresale of the Shares by the UBS Parties with the Securities and Exchange Commission (the "SEC") and any required Blue Sky filings within the States. The Companies meet Company meets and will continue to meet the requirements for use of Form S-3 under the Securities Act, Act and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder (the "Commission") under the Securities Act (the "1933 Act Rules and Regulations"). The Companies have Company has filed and will file all documents which they are it is required to file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder (the "1934 Act Regulations") within the time periods prescribed by the Exchange Act and the 1934 Act Regulations and all such documents (collectively, together with the Companies' registration statements filed under the Securities Act which have been declared effective since January 1, 1997 and have not been withdrawn, the "Companies' Company's SEC Filings") comply and will comply in all material respects with the requirements of the Exchange Act and the 1934 Act Regulationsrules and regulations thereunder, as applicable, and none of such documents, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the SEC, conform in all material respects with the requirements of the Securities Act and the Rules and Regulations and the Exchange Act and the rules and regulations thereunder, as applicable. No Resale Registration Statement filed in respect of any of the Shares, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Issuance, Sale and Delivery of the Shares. The Purchase Shares to be sold by the Companies Company have been duly authorized for issuance and, when issued, delivered and paid for in the manner set forth in this Purchase Agreement, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, and will conform to the description thereof included in the Company's SEC Filings or incorporated by reference in the Registration Statement, if available. The Additional Shares have been duly authorized andShares, if and when issued pursuant to the Adjustment Forward Stock Purchase Agreement, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, Upon payment and will conform to the description thereof included in the Company's SEC filings or incorporated by reference in the Registration Statement. None of the purchase price Purchase Shares when issued and delivery delivered to the UBS Parties shall be subject to any lien, security interest, claim, charge or encumbrance of any nature. No further approval or authority of the Shares in accordance with this Agreement, PaineWebber will receive good, valid and marketable title to the Shares, free and clear of all security interests, mortgages, pledges, liens, encumbrances and claims. No approval of or authorization by the respective shareholders or boards the Board of directors Trustees of the Companies Trust will be required for the issuance and/or sale of the Purchase Shares to be sold by the Companies Company as contemplated herein or in the Adjustment Forward Stock Purchase Agreement, except such as shall have been obtained on or before the Closing Date. The issuance and/or sale of the Purchase Shares to the PaineWebber UBS Parties by the Companies Company pursuant to this Purchase Agreement or the Adjustment Forward Stock Purchase Agreement (as the case may be), the compliance by the Companies Company with the other provisions of this Purchase Agreement or the Adjustment Forward Stock Purchase Agreement and the consummation of the other transactions contemplated hereby or thereby do not require the consent, approval, authorization, registration or qualification of or with any court, governmental authority or agencyauthority, except such as shall have been obtained on or before the Closing Date or in connection with any Resale Registration Statement filed with respect to any other than the registration of the Sharesresale of the Shares by the UBS Parties with the Securities and Exchange Commission (the "SEC") and any required Blue Sky filings with the States. The Companies meet Company meets and will continue to meet the requirements for use of Form S-3 under the Securities Act, Act and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder (the "Commission") under the Securities Act (the "1933 Act Rules and Regulations"). The Companies have Company has filed and will file all documents which they are it is required to file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder (the "1934 Act Regulations") within the time periods prescribed by the Exchange Act and the 1934 Act Regulations and all such documents (collectively, together with the Companies' Company's registration statements filed under the Securities Act which have been declared effective since January 1, 1997 and have not been withdrawn, the "Companies' Company's SEC Filings") comply and will comply in all material respects with the requirements of the Exchange Act and the 1934 Act Regulationsrules and regulations thereunder, as applicable, and none of such documents, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Resale Registration Statement filed in respect of any of the Shares, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.and

Issuance, Sale and Delivery of the Shares. The Purchase Shares to be sold by the Companies Company have been duly authorized for issuance and, when issued, delivered and paid for in the manner set forth in this Purchase Agreement, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, and will conform to the description thereof included in the Company's SEC Filings or incorporated by reference in the Registration Statement, if available. The Additional Shares have been duly authorized andShares, if and when issued pursuant to the Adjustment Forward Stock Purchase Agreement, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, Upon payment and will conform to the description thereof included in the Company's SEC filings or incorporated by reference in the Registration Statement. None of the purchase price Purchase Shares when issued and delivery delivered to the UBS Parties shall be subject to any lien, security interest, claim, charge or encumbrance of any nature. No further approval or authority of the Shares in accordance with this Agreement, PaineWebber will receive good, valid and marketable title to the Shares, free and clear of all security interests, mortgages, pledges, liens, encumbrances and claims. No approval of or authorization by the respective shareholders or boards the Board of directors Directors of the Companies Corporation will be required for the issuance and/or sale of the Purchase Shares to be sold by the Companies Company as contemplated herein or in the Adjustment Forward Stock Purchase Agreement, except such as shall have been obtained on or before the Closing Date. The issuance and/or sale of the Purchase Shares to 10 11 the PaineWebber UBS Parties by the Companies Company pursuant to this Purchase Agreement or the Adjustment Forward Stock Purchase Agreement (as the case may be), the compliance by the Companies Company with the other provisions of this Purchase Agreement or the Adjustment Forward Stock Purchase Agreement and the consummation of the other transactions contemplated hereby or thereby do not require the consent, approval, authorization, registration or qualification of or with any court, governmental authority or agencyauthority, except such as shall have been obtained on or before the Closing Date or in connection with any Resale Registration Statement filed with respect to any other than the registration of the Sharesresale of the Shares by the UBS Parties with the Securities and Exchange Commission (the "SEC") and any required Blue Sky filings with the States. The Companies meet Company meets and will continue to meet the requirements for use of Form S-3 under the Securities Act, and the rules and regulations of the U.S. Securities and Exchange Commission (the "Commission") under the Securities Act (the "1933 Act Regulations"). The Companies have filed and will file all documents which they are required to file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder (the "1934 Act Rules and Regulations") within the time periods prescribed by ). The Company has filed and will file all documents which it is required to file under the Exchange Act and the 1934 Act Regulations and all such documents (collectively, together with the Companies' registration statements filed under the Securities Act which have been declared effective since January 1, 1997 and have not been withdrawn, the "Companies' SEC Filings") comply and will comply in all material respects with the requirements of the Exchange Act and the 1934 Act Regulationsrules and regulations thereunder, as applicable, and none of such documents, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement (as defined in Section 8 below) shall, when they are filed with the SEC, conform in all material respects with the requirements of the Securities Act and the Rules and Regulations and the Exchange Act and the rules and regulations thereunder, as applicable. No Resale Registration Statement filed in respect of any of the Purchase Shares or Additional Shares, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Issuance, Sale and Delivery of the Shares. The Purchase Shares ----------------------------------------- to be sold by the Companies have been duly authorized for issuance and, when issued, delivered and paid for in the manner set forth in this Purchase Agreement, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, and will conform to the description thereof included in the Companies' SEC Filings or incorporated by reference in the Registration Statements, if available. The Additional Shares have been duly authorized andShares, if and when issued pursuant to the Adjustment Forward Stock Purchase Agreement, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, Upon payment and will conform to the description thereof included in the Companies' SEC filings or incorporated by reference in the Registration Statements. None of the purchase price Purchase Shares when issued and delivery delivered to the UBS Parties shall be subject to any lien, security interest, claim, charge or encumbrance of any nature. No further approval or authority of the Shares in accordance with this Agreement, PaineWebber will receive good, valid and marketable title to stockholders or the Shares, free and clear Board of all security interests, mortgages, pledges, liens, encumbrances and claims. No approval of or authorization by the respective shareholders or boards of directors Directors of the Companies REIT or the OPCO will be required for the issuance and/or sale of the Purchase Shares to be sold by the Companies as contemplated herein or in the Adjustment Forward Stock Purchase Agreement, except such as shall have been obtained on or before the Closing Date. The issuance and/or sale of the Purchase Shares to the PaineWebber UBS Parties by the Companies pursuant to this Purchase Agreement or the Adjustment Forward Stock Purchase Agreement (as the case may be), the compliance by the Companies with the other provisions of this Purchase Agreement or the Adjustment Forward Stock Purchase Agreement and the consummation of the other transactions contemplated hereby or thereby do not require the consent, approval, authorization, registration or qualification of or with any court, governmental authority or agencyauthority, except such as shall have been obtained on or before the Closing Date or in connection with any Resale Registration Statement filed with respect to any other than the registration of the Sharesresale of the Shares by the UBS Parties with the Securities and Exchange Commission (the "SEC") and any required Blue Sky filings with the States. The Companies meet and will continue to meet the requirements for use of Form S-3 under the Securities Act, Act and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder (the "Commission") under the Securities Act (the "1933 Act Rules and Regulations"). The Companies have filed and will file all documents which they are required to file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder (the "1934 Act Regulations") within the time periods prescribed by the Exchange Act and the 1934 Act Regulations and all such documents (collectively, together with the Companies' registration statements filed under the Securities Act which have been declared effective since January 1, 1997 and have not been withdrawn, the "Companies' SEC Filings") comply and will comply in all material respects with the requirements of the Exchange Act and the 1934 Act Regulationsrules and regulations thereunder, as applicable, and none of such documents, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statements (as defined in Section 7 below) shall, when they are filed with the SEC, conform in all material respects with the requirements of the Securities Act and the Rules and Regulations and the Exchange Act and the rules and regulations thereunder, as applicable. No Resale Registration Statement filed in respect of any of the Purchase Shares or Additional Shares, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Issuance, Sale and Delivery of the Shares. The Purchase Shares to be sold by the Companies have been duly authorized for issuance and, when issued, delivered and paid for in the manner set forth in this Purchase Agreement, will be validly issued, fully paid and non-assessable. The Additional Shares have been duly authorized andShares, if and when issued pursuant to the Adjustment Agreement, have been duly authorized and will be validly issued, fully paid and non-assessable, . Upon payment of the purchase price and delivery of the Shares in accordance with this Purchase Agreement, PaineWebber MLI will receive good, valid and marketable title to the Shares, free and clear of all security interests, mortgages, pledges, liens, encumbrances and claims. No approval of or authorization by the respective shareholders or boards of trustees or directors of the Companies will be required for the issuance and/or sale of the Shares to be sold by the Companies as contemplated herein or in the Adjustment Agreement, except such as shall have been obtained on or before the Closing Date or the applicable Settlement Date. The issuance and/or sale of the Shares to the PaineWebber Parties Merrxxx Xxxcx Xxxties by the Companies pursuant to this Purchase Agreement or the Adjustment Agreement (as the case may be), the compliance by the Companies with the other provisions of this Purchase Agreement or the Adjustment Agreement and the consummation of the other transactions contemplated hereby or thereby do not require the consent, approval, authorization, registration or qualification of or with any court, governmental authority or agency, except such as shall have been obtained on or before the Closing Date or in connection with any Resale Registration Statement filed with respect to any of the Shares. The Companies meet and will continue to meet the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the U.S. Securities and Exchange Commission (the "Commission") under the Securities Act (the "1933 Act Regulations"). The Companies have filed and will file all documents which they are required to file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder (the "1934 Act Regulations") within the time periods prescribed by the Exchange Act and the 1934 Act Regulations since December 31, 1996 and all such documents (collectively, together with the Companies' registration statements filed under the Securities Act which have been declared effective since January 1, 1997 and have not been withdrawn, the "Companies' SEC Filings") comply and will comply in all material respects with the requirements of the Exchange Act and the 1934 Act Regulations, as applicable, and none of such documents, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Resale Registration Statement filed in respect of any of the Shares, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading. 5 4.5. Due Execution, in light Delivery and Performance by the Company. Each of the circumstances Companies has full right, power and authority to enter into this Purchase Agreement and the Agreement and perform the transactions contemplated hereby and thereby. This Purchase Agreement and the Agreement have been duly authorized, executed and delivered by each of the Companies. The execution and delivery of the Purchase Agreement and the Agreement by each of the Companies and the consummation of the transactions and the performance of the obligations herein and therein contemplated will not violate any provision of the declaration of trust, certificate of incorporation, bylaws, or other organizational documents of either of the Companies, and will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, credit agreement, lease, franchise, license, indenture, note, permit or other instrument to which they were madeeither Company is a party or by which either Company or its respective properties may be bound or affected, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to either Company or any of its respective properties other than violations, conflicts, breaches or defaults that individually or in the aggregate would not misleadinghave a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Purchase Agreement, the Agreement or the consummation of the transactions contemplated hereby or thereby, except in connection with the filing of any Resale Registration Statements pursuant to Section 7 below or for compliance with the blue sky laws applicable to the offering of the Shares.

Issuance, Sale and Delivery of the Shares. The Purchase Shares to be sold by the Companies have been duly authorized for issuance and, when issued, delivered and paid for in the manner set forth in this Purchase Agreement, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, and will conform to the description thereof included in the Companies' SEC Filings or incorporated by reference in the Registration Statements, if available. The Additional Shares have been duly authorized andShares, if and when issued pursuant to the Adjustment Forward Stock Purchase Agreement, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, Upon payment and will conform to the description thereof included in the Companies' SEC filings or incorporated by reference in the Registration Statements. None of the purchase price Purchase Shares when issued and delivery delivered to the UBS Parties shall be subject to any lien, security interest, claim, charge or encumbrance of any nature. No further approval or authority of the Shares in accordance with this Agreement, PaineWebber will receive good, valid and marketable title to stockholders or the Shares, free and clear Board of all security interests, mortgages, pledges, liens, encumbrances and claims. No approval of or authorization by the respective shareholders or boards of directors Directors of the Companies REIT or the OPCO will be required for the issuance and/or sale of the Purchase Shares to be sold by the Companies as contemplated herein or in the Adjustment Forward Stock Purchase Agreement, except such as shall have been obtained on or before the Closing Date. The issuance and/or sale of the Purchase Shares to the PaineWebber UBS Parties by the Companies pursuant to this Purchase Agreement or the Adjustment Forward Stock Purchase Agreement (as the case may be), the compliance by the Companies with the other provisions of this Purchase Agreement or the Adjustment Forward Stock Purchase Agreement and the consummation of the other transactions contemplated hereby or thereby do not require the consent, approval, authorization, registration or qualification of or with any court, governmental authority or agencyauthority, except such as shall have been obtained on or before the Closing Date or in connection with any Resale Registration Statement filed with respect to any other than the registration of the Sharesresale of the Shares by the UBS Parties with the Securities and Exchange Commission (the "SEC") and any required Blue Sky filings with the States. The Companies meet and will continue to meet the requirements for use of Form S-3 under the Securities Act, Act and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder (the "Commission") under the Securities Act (the "1933 Act Rules and Regulations"). The Companies have filed and will file all documents which they are required to file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder (the "1934 Act Regulations") within the time periods prescribed by the Exchange Act and the 1934 Act Regulations and all such documents (collectively, together with the Companies' registration statements filed under the Securities Act which have been declared effective since January 1, 1997 and have not been withdrawn, the "Companies' SEC Filings") comply and will comply in all material respects with the requirements of the Exchange Act and the 1934 Act Regulationsrules and regulations thereunder, as applicable, and none of such documents, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statements (as defined in Section 7 below) shall, when they are filed with the SEC, conform in all material respects with the requirements of the Securities Act and the Rules and Regulations and the Exchange Act and the rules and regulations thereunder, as applicable. No Resale Registration Statement filed in respect of any of the Purchase Shares or Additional Shares, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.