Common use of CAPITAL STOCK; TITLE TO SHARES Clause in Contracts

CAPITAL STOCK; TITLE TO SHARES. The authorized Capital Stock of the Trust consists of 10,000,000 Common Shares of which 10,000,000 Common Shares are issued and outstanding. The Trust owns all of the outstanding Capital Stock of Subsidiaries free and clear of any Encumbrances, equities and claims except as specified in Schedule 3.2. The Trust owns the equity interest in each Trust Partnership free and clear of any Encumbrances, equities and claims except as specified in Schedule 3.2. No Common Shares or Capital Stock of any Subsidiary are held in treasury. Except as set forth in Schedule 3.2 or as contemplated in this Agreement, there are no outstanding Contracts or other rights to subscribe for or purchase, or Contracts or other obligations to issue or grant any rights to acquire, any Common Shares, any Capital Stock of any Subsidiary or any Trust Partnership or to restructure or recapitalize the Trust, any Subsidiary or any Trust Partnership. Except as set forth in Schedule 3.2, there are no outstanding Contracts of the Trust, any Subsidiary or any Trust Partnership to repurchase, redeem or otherwise acquire any of their respective Common Shares or Capital Stock, as applicable. No bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having general voting rights) of the Trust, any Subsidiary or any Trust Partnership are issued or outstanding. There are no voting trusts or other agreements or understandings to which the Trust, any Subsidiary or any Trust Partnership is a party or is bound, or to the knowledge of the Trust and Seller, to which any other Person is a party or is bound, with respect to the voting of the Common Shares or the Capital Stock of any Subsidiary or any Trust Partnership. All issued and outstanding Common Shares and Capital Stock of all Subsidiaries and Trust Partnerships were duly authorized and validly issued at the time of issuance and are fully paid and nonassessable. There are no preemptive rights in respect of any Common Shares or Capital Stock of any Subsidiary or any Trust Partnership. Upon the sale of the Shares to Buyer at the Closing, the Shares will have been validly issued and be validly outstanding, fully paid and nonassessable, and the sale of such Shares is not and will not be subject to preemptive rights of any other shareholder of the Trust. Buyer shall receive good and marketable title to the Shares, free and clear of all Encumbrances, except for restrictions on the transferability of the Shares set forth in the Charter Documents or generally imposed on securities under federal and state securities laws. Such Shares will rank equally with all other Common Shares of the Trust with respect to priority in payment of dividends and the distribution of assets upon any liquidation of the Trust, and there are no shares of any class of Capital Stock of the Trust having any priority in respect thereof.

CAPITAL STOCK; TITLE TO SHARES. The authorized Capital Stock of the Trust Seller consists of 10,000,000 Common Shares Shares, all of which 10,000,000 Common Shares are issued and outstanding. The Trust Seller owns all of the outstanding Capital Stock of Subsidiaries free and clear of any Encumbrances, equities and claims except as specified in Schedule 3.2. The Trust Seller owns the equity interest in each Trust Seller Partnership free and clear of any Encumbrances, equities and claims except as specified in Schedule 3.2. No Common Shares or Capital Stock of any Subsidiary are held in treasury. Except as set forth in Schedule 3.2 or as contemplated in this Agreement, there are no outstanding Contracts or other rights to subscribe for or purchase, or Contracts or other obligations to issue or grant any rights to acquire, any Common Shares, any Capital Stock of any Subsidiary or any Trust Seller Partnership or to restructure or recapitalize the TrustSeller, any Subsidiary or any Trust Seller Partnership. Except as set forth in Schedule 3.2, there are no outstanding Contracts of the TrustSeller, any Subsidiary or any Trust Seller Partnership to repurchase, redeem or otherwise acquire any of their respective Common Shares or Capital Stock, as applicable. No bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having general voting rights) of the TrustSeller, any Subsidiary or any Trust Seller Partnership are issued or outstandingoutstanding other than the Seller's note in the aggregate principal amount of $5,449,618 (the "REALCO DEBT") held by Realco. There are no voting trusts or other agreements or understandings to which the TrustSeller, any Subsidiary or any Trust Seller Partnership is a party or is bound, or to the knowledge of the Trust and Seller, to which any other Person is a party or is bound, with respect to the voting of the Common Shares or the Capital Stock of any Subsidiary or any Trust Seller Partnership. All issued and outstanding Common Shares and Capital Stock of all Subsidiaries and Trust Seller Partnerships were duly authorized and validly issued at the time of issuance and are fully paid and nonassessable. There are no preemptive rights in respect of any Common Shares or Capital Stock of any Subsidiary or any Trust Partnership. Upon the sale of the Shares to Buyer at the Closing, the Shares will have been validly issued and be validly outstanding, fully paid and nonassessable, and the sale of such Shares is not and will not be subject to preemptive rights of any other shareholder of the Trust. Buyer shall receive good and marketable title to the Shares, free and clear of all Encumbrances, except for restrictions on the transferability of the Shares set forth in the Charter Documents or generally imposed on securities under federal and state securities laws. Such Shares will rank equally with all other Common Shares of the Trust with respect to priority in payment of dividends and the distribution of assets upon any liquidation of the Trust, and there are no shares of any class of Capital Stock of the Trust having any priority in respect thereof.validly

CAPITAL STOCK; TITLE TO SHARES. The authorized Capital Stock of the Trust ------------------------------- Seller consists of 10,000,000 Common Shares Shares, all of which 10,000,000 Common Shares are issued and outstanding. The Trust Seller owns all of the outstanding Capital Stock of Subsidiaries free and clear of any Encumbrances, equities and claims except as specified in Schedule 3.2. The Trust Seller owns the equity interest in each Trust Seller ------------ Partnership free and clear of any Encumbrances, equities and claims except as specified in Schedule 3.2. No Common Shares or Capital Stock of any ------------ Subsidiary are held in treasury. Except as set forth in Schedule 3.2 or as ------------ contemplated in this Agreement, there are no outstanding Contracts or other rights to subscribe for or purchase, or Contracts or other obligations to issue or grant any rights to acquire, any Common Shares, any Capital Stock of any Subsidiary or any Trust Seller Partnership or to restructure or recapitalize the TrustSeller, any Subsidiary or any Trust Seller Partnership. Except as set forth in Schedule 3.2, there are no outstanding Contracts of the TrustSeller, any Subsidiary ------------ or any Trust Seller Partnership to repurchase, redeem or otherwise acquire any of their respective Common Shares or Capital Stock, as applicable. No bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having general voting rights) of the TrustSeller, any Subsidiary or any Trust Seller Partnership are issued or outstandingoutstanding other than the Seller's note in the aggregate principal amount of $5,449,618 (the "REALCO DEBT") held by Realco. There are no voting trusts or other agreements or understandings to which the TrustSeller, any Subsidiary or any Trust Seller Partnership is a party or is bound, or to the knowledge of the Trust and Seller, to which any other Person is a party or is bound, with respect to the voting of the Common Shares or the Capital Stock of any Subsidiary or any Trust Seller Partnership. All issued and outstanding Common Shares and Capital Stock of all Subsidiaries and Trust Seller Partnerships were duly authorized and validly issued at the time of issuance and are fully paid and nonassessable. There Except as contemplated by this Agreement, there are no preemptive rights in respect of any Common Shares or Capital Stock of any Subsidiary or any Trust Seller Partnership. Upon the sale any issuance of the Shares to Buyer at the Closingany Buyer, the such Shares will have been duly authorized, validly issued and be validly outstanding, fully paid and nonassessable, and the sale issuance of such Shares is not and will not be subject to preemptive rights of any other shareholder of the TrustSeller. Each Buyer shall receive good and marketable title to the Sharesall Shares acquired by such Buyer pursuant to this Agreement, free and clear of all EncumbrancesEncumbrances created by Seller, except for restrictions on the transferability of the Shares set forth in the Charter Documents or generally imposed on securities under federal and state securities laws. Such Shares will rank equally with all other Common Shares of the Trust Seller with respect to priority in payment of dividends and the distribution of assets upon any liquidation of the TrustSeller, and except for a class of preferred shares of beneficial interest which the shareholders are being asked to approve at the Annual Meeting, none of which shall be issued and outstanding as of the First Closing Date, there are no shares of any class of Capital Stock of the Trust Seller having any priority in respect thereof.

CAPITAL STOCK; TITLE TO SHARES. The authorized Capital Stock of the Trust Seller consists of 10,000,000 Common Shares of which 10,000,000 9,075,400 Common Shares are issued and outstanding. The Trust Seller owns all of the outstanding Capital Stock of Subsidiaries free and clear of any Encumbrances, equities and claims except as specified in Schedule 3.2. The Trust Seller owns the equity interest in each Trust Seller Partnership free and clear of any Encumbrances, equities and claims except as specified in Schedule 3.2. No Common Shares or Capital Stock of any Subsidiary are held in treasury. Except as set forth in Schedule 3.2 or as contemplated in this Agreement, there are no outstanding Contracts or other rights to subscribe for or purchase, or Contracts or other obligations to issue or grant any rights to acquire, any Common Shares, any Capital Stock of any Subsidiary or any Trust Seller Partnership or to restructure or recapitalize the TrustSeller, any Subsidiary or any Trust Seller Partnership. Except as set forth in Schedule 3.2, there are no outstanding Contracts of the TrustSeller, any Subsidiary or any Trust Seller Partnership to repurchase, redeem or otherwise acquire any of their respective Common Shares or Capital Stock, as applicable. No bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having general voting rights) of the TrustSeller, any Subsidiary or any Trust Seller Partnership are issued or outstanding. There are no voting trusts or other agreements or understandings to which the TrustSeller, any Subsidiary or any Trust Seller Partnership is a party or is bound, or to the knowledge of the Trust and Seller, to which any other Person is a party or is bound, with respect to the voting of the Common Shares or the Capital Stock of any Subsidiary or any Trust Seller Partnership. All issued and outstanding Common Shares and Capital Stock of all Subsidiaries and Trust Seller Partnerships were duly authorized and validly issued at the time of issuance and are fully paid and nonassessable. There are no preemptive rights in respect of any Common Shares or Capital Stock of any Subsidiary or any Trust Seller Partnership. Upon the sale issuance of the Shares to Buyer at the Closing, the Shares will have been validly issued and be validly outstanding, fully paid and nonassessable, and the sale issuance of such Shares is not and will not be subject to preemptive rights of any other shareholder of the TrustSeller. Buyer shall receive good and marketable title to the Shares, free and clear of all Encumbrances, except for restrictions on the transferability of the Shares set forth in the Charter Documents or generally imposed on securities under federal and state securities laws. Such Shares will rank equally with all other Common Shares of the Trust Seller with respect to priority in payment of dividends and the distribution of assets upon any liquidation of the TrustSeller, and there are no shares of any class of Capital Stock of the Trust Seller having any priority in respect thereof.