THE HOLDERS ON AN APPROPRIATE FORM
FOR AN OFFERING TO BE MADE ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415
UNDER THE SECURITIES ACT OR ANY SUCCESSOR THEREOF (THE "RESALE SHELF
REGISTRATION STATEMENT") AND PERMITTING REGISTRATION OF SUCH REGISTRABLE
SECURITIES FOR RESALE BY SUCH HOLDERS IN ACCORDANCE WITH THE METHODS OF
DISTRIBUTION ELECTED BY THE HOLDERS PURSUANT TO THE QUESTIONNAIRE REFERRED TO IN
SECTION 2.1.3 BELOW AND SET FORTH IN THE RESALE SHELF REGISTRATION STATEMENT.
THE TRUST MAY INCLUDE IN SUCH REGISTRATION ADDITIONAL SECURITIES OF THE CLASS OF
REGISTRABLE SECURITIES TO BE REGISTERED THEREUNDER, INCLUDING SECURITIES TO BE
SOLD FOR THE TRUST'S OWN ACCOUNT OR THE ACCOUNT OF PERSONS WHO ARE NOT HOLDERS
OF REGISTRABLE SECURITIES.
THE TRUST SHALL USE ITS REASONABLE BEST EFFORTS TO
CAUSE THE RESALE SHELF REGISTRATION STATEMENT TO BE DECLARED EFFECTIVE BY THE
COMMISSION WITHIN 150 DAYS AFTER THE FILING THEREOF (IF IT IS NOT AN AUTOMATIC
SHELF REGISTRATION STATEMENT), AND, SUBJECT TO SECTION 2.2, TO KEEP SUCH RESALE
SHELF REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE FOR A PERIOD ENDING WHEN ALL
PRIVATE PLACEMENT COMMON SHARES COVERED BY THE RESALE SHELF REGISTRATION
STATEMENT ARE NO LONGER REGISTRABLE SECURITIES, INCLUDING, IF NECESSARY, BY
FILING WITH THE SEC A POST-EFFECTIVE AMENDMENT OR A SUPPLEMENT TO THE RESALE
REGISTRATION STATEMENT OR THE RELATED PROSPECTUS OR ANY DOCUMENT INCORPORATED
THEREIN BY REFERENCE OR BY FILING ANY OTHER REQUIRED DOCUMENT OR OTHERWISE
SUPPLEMENTING OR AMENDING THE RESALE REGISTRATION STATEMENT, IF REQUIRED BY THE
RULES, REGULATIONS OR INSTRUCTIONS APPLICABLE TO THE REGISTRATION FORM USED BY
THE TRUST FOR SUCH RESALE REGISTRATION STATEMENT OR BY THE SECURITIES ACT, THE
EXCHANGE ACT, ANY STATE SECURITIES OR BLUE SKY LAWS OR ANY RULES AND REGULATIONS
THEREUNDER.
2.1.2
UNDERWRITTEN OFFERING; REDUCTION OF OFFERING.
EACH HOLDER OF THE REGISTRABLE SECURITIES SHALL HAVE THE RIGHT TO REQUEST THAT
AN UNDERWRITTEN OFFERING BE EFFECTED OFF THE RESALE SHELF REGISTRATION AT ANY
TIME, SUBJECT TO SECTION 2.2.
ALL HOLDERS PROPOSING TO PARTICIPATE IN SUCH
UNDERWRITING SHALL (I) ENTER INTO AN UNDERWRITING AGREEMENT IN CUSTOMARY FORM
WITH THE UNDERWRITER(S) SELECTED FOR SUCH UNDERWRITING BY A MAJORITY-IN-INTEREST
OF THE REGISTRABLE SECURITIES INCLUDED IN SUCH OFFERING, WHICH
UNDERWRITER(S) SHALL BE REASONABLY
4
ACCEPTABLE TO THE TRUST AND (II) COMPLETE AND EXECUTE ALL QUESTIONNAIRES,
POWERS-OF-ATTORNEY, INDEMNITIES, OPINIONS AND OTHER DOCUMENTS REQUIRED UNDER THE
TERMS OF SUCH UNDERWRITING AGREEMENT.
NOTWITHSTANDING THE FOREGOING, IN NO
EVENT SHALL THE TRUST BE OBLIGATED TO EFFECT MORE THAN TWO (2) UNDERWRITTEN
OFFERINGS HEREUNDER IN ANY SINGLE SIX-MONTH PERIOD.
IF THE MANAGING
UNDERWRITER(S) FOR AN UNDERWRITTEN OFFERING ADVISES THE TRUST AND THE HOLDERS IN
WRITING THAT THE DOLLAR AMOUNT OR NUMBER OF REGISTRABLE SECURITIES WHICH THE
HOLDERS DESIRE TO SELL, TAKEN TOGETHER WITH ALL OTHER COMMON SHARES OR OTHER
SECURITIES WHICH THE TRUST DESIRES TO SELL AND THE COMMON SHARES OR OTHER
SECURITIES, IF ANY, AS TO WHICH REGISTRATION HAS BEEN REQUESTED PURSUANT TO
WRITTEN CONTRACTUAL PIGGY-BACK REGISTRATION RIGHTS HELD BY OTHER SHAREHOLDERS OF
THE TRUST WHO DESIRE TO SELL OR OTHERWISE, EXCEEDS THE MAXIMUM DOLLAR AMOUNT OR
MAXIMUM