DATE AS OF WHICH INFORMATION IS GIVEN IN THE REGISTRATION
STATEMENT, THERE HAS BEEN NO EVENT, CIRCUMSTANCE, FACT, CHANGE, DEVELOPMENT,
CONDITION OR EFFECT THAT WOULD HAVE A MATERIAL ADVERSE EFFECT ON THE BUSINESS,
ASSETS, PROPERTIES, RESULTS OF OPERATIONS OR CONDITION (FINANCIAL OR OTHERWISE)
OF THE TRUST AND ITS SUBSIDIARIES, CONSIDERED AS ONE ENTERPRISE.
4.
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER.
EACH
PURCHASER, SEVERALLY AND NOT JOINTLY, HEREBY REPRESENTS AND WARRANTS TO THE
TRUST THAT:
4.1
SUCH PURCHASER IS AN "ACCREDITED INVESTOR" AS THAT TERM IS DEFINED
IN RULE 501 OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT.
4.2
THE PRIVATE PLACEMENT COMMON SHARES ARE BEING ACQUIRED FOR SUCH
PURCHASER'S OWN ACCOUNT, ONLY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR
FOR RESALE IN CONNECTION WITH, ANY PUBLIC DISTRIBUTION OR PUBLIC OFFERING
THEREOF WITHIN THE MEANING OF THE SECURITIES ACT.
4.3
IF AN ENTITY, SUCH PURCHASER HAS BEEN DULY ORGANIZED OR FORMED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF ITS JURISDICTION OF
ORGANIZATION OR FORMATION AND HAS ALL NECESSARY POWER AND AUTHORITY TO ENTER
INTO THIS AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
IF
A NATURAL PERSON, SUCH PURCHASER IS AT LEAST 21 YEARS OLD AND IS LEGALLY
COMPETENT TO EXECUTE, DELIVER AND COMPLY WITH THE TERMS OF THIS AGREEMENT.
4.4
IF AN ENTITY, ALL ACTION NECESSARY TO BE TAKEN BY SUCH PURCHASER
TO AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND ALL
OTHER AGREEMENTS AND INSTRUMENTS DELIVERED BY SUCH PURCHASER IN CONNECTION WITH
THE TRANSACTIONS CONTEMPLATED HEREBY HAS BEEN DULY AND VALIDLY TAKEN.
THIS
AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY SUCH PURCHASER, AND
CONSTITUTES THE VALID, BINDING AND ENFORCEABLE OBLIGATION OF SUCH PURCHASER,
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT AS ENFORCEABILITY MAY BE
LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR
SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY AND BY GENERAL PRINCIPLES OF
EQUITY.
THE PURCHASE BY SUCH PURCHASER OF THE PRIVATE PLACEMENT COMMON SHARES
DOES NOT CONFLICT WITH THE ORGANIZATIONAL DOCUMENTS OF SUCH PURCHASER (IF AN
ENTITY) OR WITH ANY MATERIAL CONTRACT BY WHICH SUCH PURCHASER OR ITS PROPERTY IS
BOUND, OR ANY LAWS OR REGULATIONS OR DECREE, RULING OR JUDGMENT OF ANY COURT
APPLICABLE TO SUCH PURCHASER OR ITS PROPERTY.
4.5
SUCH PURCHASER UNDERSTANDS AND ACKNOWLEDGES THAT (I) THE OFFERING
OF THE PRIVATE PLACEMENT COMMON SHARES PURSUANT TO THIS AGREEMENT WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT ON THE GROUNDS THAT THE OFFERING AND SALE OF
THE PRIVATE PLACEMENT COMMON SHARES IS EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT PURSUANT TO SECTION 4(2) THEREOF AND EXEMPT FROM REGISTRATION
4
PURSUANT TO APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, AND THAT THE TRUST'S
RELIANCE UPON SUCH EXEMPTIONS IS PREDICATED UPON SUCH PURCHASER'S
REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT.
SUCH PURCHASER
UNDERSTANDS AND ACKNOWLEDGES THAT THE PRIVATE PLACEMENT COMMON SHARES WILL BE
CHARACTERIZED AS "RESTRICTED SECURITIES" UNDER THE SECURITIES ACT AND SUCH LAWS
AND MAY NOT BE SOLD UNLESS THE PRIVATE PLACEMENT COMMON SHARES ARE SUBSEQUENTLY