UNDER THE SECURITIES ACT WITH RESPECT TO AN OFFERING OF EQUITY SECURITIES BY THE
TRUST FOR ITS OWN ACCOUNT OR FOR SHAREHOLDERS OF THE TRUST FOR THEIR ACCOUNT AND
THE REGISTRATION FORM TO BE USED MAY BE USED FOR ANY REGISTRATION OF REGISTRABLE
SECURITIES OR IF THE TRUST PROPOSES TO CONDUCT AN OFFERING AT ANY TIME AFTER
AUGUST 4, 2012 USING ANY SUCH REGISTRATION STATEMENT FILED PRIOR TO AUGUST 4,
2012 FOR ITS OWN ACCOUNT OR FOR SHAREHOLDERS OF
6
THE TRUST, THEN THE TRUST SHALL (A) GIVE WRITTEN NOTICE OF SUCH PROPOSED FILING
AND/OR OFFERING TO THE HOLDERS OF REGISTRABLE SECURITIES AS SOON AS PRACTICABLE
BUT IN NO EVENT LESS THAN TEN BUSINESS DAYS BEFORE THE ANTICIPATED FILING DATE,
WHICH NOTICE SHALL DESCRIBE THE AMOUNT AND TYPE OF SECURITIES TO BE INCLUDED IN
SUCH OFFERING, THE INTENDED METHOD(S) OF DISTRIBUTION, AND THE NAME OF THE
PROPOSED MANAGING UNDERWRITER(S), IF ANY, OF THE OFFERING, AND (B) OFFER TO THE
HOLDERS OF REGISTRABLE SECURITIES IN SUCH NOTICE THE OPPORTUNITY TO REGISTER THE
SALE OF SUCH NUMBER OF REGISTRABLE SECURITIES AS SUCH HOLDERS MAY REQUEST IN
WRITING WITHIN FIVE BUSINESS DAYS FOLLOWING RECEIPT OF SUCH NOTICE (A
"PIGGY-BACK REGISTRATION").
IF AT ANY TIME AFTER GIVING WRITTEN NOTICE OF ITS
INTENTION TO REGISTER ANY SECURITIES AND PRIOR TO THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT FILED IN CONNECTION WITH SUCH REGISTRATION, THE TRUST
SHALL DETERMINE FOR ANY REASON NOT TO REGISTER OR TO DELAY REGISTRATION OF SUCH
SECURITIES, THE TRUST MAY, AT ITS ELECTION, GIVE WRITTEN NOTICE OF SUCH
DETERMINATION TO EACH HOLDER OF REGISTRABLE SECURITIES AND, (X) IN THE CASE OF A
DETERMINATION NOT TO REGISTER, SHALL BE RELIEVED OF ITS OBLIGATION TO REGISTER
ANY REGISTRABLE SECURITIES IN CONNECTION WITH SUCH REGISTRATION, AND (Y) IN THE
CASE OF A DETERMINATION TO DELAY REGISTERING, SHALL BE PERMITTED TO DELAY
REGISTERING ANY REGISTRABLE SECURITIES FOR THE SAME PERIOD AS THE DELAY IN
REGISTERING SUCH OTHER SECURITIES.
THE TRUST SHALL CAUSE SUCH REGISTRABLE
SECURITIES TO BE INCLUDED IN SUCH REGISTRATION AND SHALL USE ITS REASONABLE BEST
EFFORTS TO CAUSE THE MANAGING UNDERWRITER(S) OF A PROPOSED UNDERWRITTEN OFFERING
TO PERMIT THE REGISTRABLE SECURITIES REQUESTED TO BE INCLUDED IN A PIGGY-BACK
REGISTRATION ON THE SAME TERMS AND CONDITIONS AS ANY SIMILAR SECURITIES OF THE
TRUST AND TO PERMIT THE SALE OR OTHER DISPOSITION OF SUCH REGISTRABLE SECURITIES
IN ACCORDANCE WITH THE INTENDED METHOD(S) OF DISTRIBUTION THEREOF.
ALL HOLDERS
OF REGISTRABLE SECURITIES PROPOSING TO DISTRIBUTE THEIR SECURITIES THROUGH A
PIGGY-BACK REGISTRATION THAT INVOLVES AN UNDERWRITER(S) SHALL ENTER INTO AN
UNDERWRITING AGREEMENT IN REASONABLE AND CUSTOMARY FORM WITH THE
UNDERWRITER(S) SELECTED FOR SUCH PIGGY-BACK REGISTRATION AND (II) COMPLETE AND
EXECUTE ALL QUESTIONNAIRES, POWERS-OF-ATTORNEY, INDEMNITIES, OPINIONS AND OTHER
DOCUMENTS REASONABLY REQUIRED UNDER THE TERMS OF SUCH UNDERWRITING AGREEMENT.
NO REGISTRATION EFFECTED UNDER THIS SECTION 2.3 SHALL RELIEVE THE TRUST OF ITS
OBLIGATIONS TO EFFECT A RESALE SHELF REGISTRATION REQUIRED BY SECTION 2.1.
2.3.2
REDUCTION OF OFFERING.
IF THE MANAGING
UNDERWRITER(S) FOR A PIGGY-BACK REGISTRATION THAT IS TO BE AN