SUCH
PROSPECTUS OR AMENDMENT TO THE RESALE SHELF REGISTRATION
5
STATEMENT UPON REQUEST OF ANY HOLDER AS NECESSARY TO NAME AS SELLING
SHAREHOLDERS THEREIN ANY HOLDERS THAT PROVIDE TO THE TRUST DULY COMPLETED AND
EXECUTED QUESTIONNAIRES AND SHALL USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE
ANY POST-EFFECTIVE AMENDMENT TO SUCH RESALE SHELF REGISTRATION STATEMENT FILED
FOR SUCH PURPOSE TO BE DECLARED EFFECTIVE (IF IT IS NOT AN AUTOMATIC SHELF
REGISTRATION STATEMENT) BY THE COMMISSION AS PROMPTLY AS REASONABLY PRACTICABLE
AFTER THE FILING THEREOF.
2.1.4
CONTINUED EFFECTIVENESS.
THE TRUST SHALL
PREPARE AND FILE SUCH ADDITIONAL REGISTRATION STATEMENTS AS NECESSARY EVERY
THREE YEARS (OR SUCH OTHER PERIOD OF TIME AS MAY BE REQUIRED TO MAINTAIN
CONTINUOUSLY EFFECTIVE SHELF REGISTRATION STATEMENTS) AND USE ITS REASONABLE
BEST EFFORTS TO CAUSE SUCH REGISTRATION STATEMENTS TO BE DECLARED EFFECTIVE BY
THE COMMISSION (IF IT IS NOT AN AUTOMATIC SHELF REGISTRATION STATEMENT) SO THAT
A SHELF REGISTRATION STATEMENT REMAINS CONTINUOUSLY EFFECTIVE, SUBJECT TO
SECTION 2.2, WITH RESPECT TO RESALES OF REGISTRABLE SECURITIES AS AND FOR THE
PERIODS REQUIRED UNDER SECTION 2.1.1, EACH SUCH SUBSEQUENT REGISTRATION
STATEMENT TO CONSTITUTE A RESALE SHELF REGISTRATION STATEMENT HEREUNDER.
2.2.
SUSPENSION OF USE OF REGISTRATION STATEMENT.
2.2.1
UPON PRIOR WRITTEN NOTICE TO THE HOLDERS, THE
TRUST MAY SUSPEND THE USE OF A RESALE SHELF REGISTRATION STATEMENT PURSUANT TO
SECTION 2.1 ON UP TO TWO OCCASIONS DURING ANY PERIOD OF TWELVE CONSECUTIVE
MONTHS FOR A REASONABLE TIME SPECIFIED IN THE NOTICE BUT NOT EXCEEDING 90 DAYS
IN THE AGGREGATE DURING ANY SUCH TWELVE MONTH PERIOD (WHICH PERIOD MAY NOT BE
EXTENDED OR RENEWED), IF (I) THE BOARD DETERMINES IN GOOD FAITH THAT PERMITTING
SALES UNDER THE REGISTRATION STATEMENT WOULD MATERIALLY AND ADVERSELY AFFECT AN
OFFERING OF SECURITIES OF THE TRUST; (II) A PIGGY-BACK REGISTRATION (DEFINED
BELOW) IN WHICH HOLDERS WERE ABLE TO PARTICIPATE WAS COMPLETED WITHIN THE PRIOR
90 DAYS; OR (III) THE TRUST IS IN POSSESSION OF MATERIAL NON-PUBLIC INFORMATION
AND THE BOARD DETERMINES IN GOOD FAITH THAT THE DISCLOSURE OF SUCH INFORMATION
DURING THE PERIOD SPECIFIED IN SUCH NOTICE WOULD NOT BE IN THE BEST INTERESTS OF
THE TRUST.
2.2.2
IF ALL REPORTS REQUIRED TO BE FILED BY THE
TRUST PURSUANT TO THE EXCHANGE ACT HAVE NOT BEEN FILED BY THE REQUIRED DATE
TAKING INTO ACCOUNT ANY PERMISSIBLE EXTENSION, UPON WRITTEN NOTICE THEREOF BY
THE TRUST TO THE HOLDERS, THE RIGHTS OF THE HOLDERS TO OFFER, SELL OR DISTRIBUTE
ANY REGISTRABLE SECURITIES PURSUANT TO ANY REGISTRATION STATEMENT OR TO REQUIRE
THE TRUST TO TAKE ACTION WITH RESPECT TO THE REGISTRATION OR SALE OF ANY
REGISTRABLE SECURITIES PURSUANT TO ANY REGISTRATION STATEMENT SHALL BE SUSPENDED
UNTIL THE DATE ON WHICH THE TRUST HAS FILED SUCH REPORTS, AND THE TRUST SHALL
NOTIFY THE HOLDERS IN WRITING AS PROMPTLY AS PRACTICABLE WHEN SUCH SUSPENSION IS
NO LONGER REQUIRED.
2.3.
PIGGY-BACK REGISTRATION.
2.3.1
PIGGY-BACK RIGHTS.
AT ANY TIME AFTER AUGUST 4,
2012 (THE THIRD ANNIVERSARY OF THE CLOSING OF THE TRANSACTIONS UNDER THE SHARE
PURCHASE AGREEMENT), IF THE TRUST PROPOSES TO FILE A REGISTRATION STATEMENT