Common use of Amendment Procedure Clause in Contracts

Amendment Procedure. (a) Except as specifically provided herein, the Trustees may, without Shareholder vote, amend this Declaration by an instrument in writing or an amended and restated Declaration signed or approved by a majority of the Trustees. Such an amendment shall be authorized by a vote of the Shareholders pursuant to Section 6.13 if it would limit the right of a Shareholder to vote under Section 6.10 or amend this Section 9.2 or if Shareholder authorization is required by the 1940 Act, with the series and classes of Shares entitled to vote on such an amendment determined pursuant to Section 6.10 hereof; provided, for the avoidance of doubt, that the issuance of additional voting Shares would not, on its own, be considered to limit the right of a Shareholder to vote under Section 6.10 for purposes of this sentence. Notwithstanding anything else herein, no amendment to this Declaration shall (i) limit the rights of indemnification provided in Article V hereof with respect to actions or omissions of Persons covered thereby prior to such amendment, (ii) impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or (iii) permit assessments upon Shareholders. (b) An instrument in writing signed or approved by a majority of the Trustees, setting forth the amendment or an amended and restated Declaration, shall be conclusive evidence of such amendment when lodged among the records of the Trust. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution or approval of such instrument by a majority of the Trustees (or in the case of execution, by an officer of the Trust pursuant to a vote of a majority of the Trustees).

Amendment Procedure. (a) Except as specifically provided herein, the Trustees may, without Shareholder vote, amend this Declaration by an instrument in writing or an amended and restated Declaration signed or approved by a majority of the Trustees. Such an amendment shall be authorized by a vote of the Shareholders pursuant to Section 6.13 Majority Shareholder Vote if it would limit the right of a Shareholder to vote under Section 6.10 VI.10 or amend this Section 9.2 IX.2 or if Shareholder authorization is required by the 1940 Act, with the series and classes of Shares entitled to vote on such an amendment determined pursuant to Section 6.10 VI.10 hereof; provided, for the avoidance of doubt, that the issuance of additional voting Shares would not, on its own, be considered to limit the right of a Shareholder to vote under Section 6.10 VI.10 for purposes of this sentence. Notwithstanding anything else herein, no amendment to this Declaration shall (i) limit the rights of indemnification provided in Article V hereof with respect to actions or omissions of Persons covered thereby prior to such amendment, (ii) impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or (iii) permit assessments upon Shareholders. (b) An instrument in writing signed or approved by a majority of the Trustees, setting forth the amendment or an amended and restated Declaration, executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution or approval of such instrument by a majority of the Trustees (or in the case of execution, by an officer of the Trust pursuant to a vote of a majority of the Trustees).

Amendment Procedure. (a) Except as specifically provided herein, the Trustees may, without Shareholder vote, amend this Declaration by an instrument in writing or an amended and restated Declaration signed or approved by a majority of the Trustees. Such an amendment shall be authorized by a vote of the Shareholders pursuant to Section 6.13 if it would limit the right of a Majority Shareholder to vote under Section 6.10 or amend this Section 9.2 or Vote if Shareholder authorization is required by the 1940 Act, with the series and classes of Shares entitled to vote on such an amendment determined pursuant to Section 6.10 hereof; provided, for the avoidance of doubt, that the issuance of additional voting Shares would not, on its own, be considered to limit the right of a Shareholder to vote under Section 6.10 for purposes of this sentence. Notwithstanding anything else herein, to the fullest extent permitted by law, no amendment to this Declaration shall (i) limit the rights of indemnification provided in Article V hereof with respect to actions or omissions of Persons covered thereby prior to such amendment, (ii) impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or (iii) permit assessments upon Shareholders. (b) An instrument in writing signed or approved by a majority of the Trustees, setting forth the amendment or an amended and restated Declaration, executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution or approval of such instrument by a majority of the Trustees (or in the case of execution, by an officer of the Trust pursuant to a vote of a majority of the Trustees).

Amendment Procedure. (a) Except as specifically provided herein, the Trustees may, without Shareholder vote, amend this Declaration by an instrument in writing or an amended and restated Declaration signed or approved by a majority of the Trustees. Such an amendment shall be authorized by a vote of the Shareholders pursuant to Section 6.13 6.12 if it would limit the right of a Shareholder to vote under Section 6.10 6.9 or amend this Section 9.2 or if Shareholder authorization is required by the 1940 Act, with the series and classes of Shares entitled to vote on such an amendment determined pursuant to Section 6.10 6.9 hereof; provided, for the avoidance of doubt, that the issuance of additional voting Shares would not, on its own, be considered to limit the right of a Shareholder to vote under Section 6.10 6.9 for purposes of this sentence. Notwithstanding anything else herein, no amendment to this Declaration shall (i) limit the rights of indemnification provided in Article V hereof with respect to actions or omissions of Persons covered thereby prior to such amendment, (ii) impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or (iii) permit assessments upon Shareholders. (b) An instrument in writing signed or approved by a majority of the Trustees, setting forth the amendment or an amended and restated Declaration, shall be conclusive evidence of such amendment when lodged among the records of the Trust. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution or approval of such instrument by a majority of the Trustees (or in the case of execution, by an officer of the Trust pursuant to a vote of a majority of the Trustees). (c) Notwithstanding any provision herein, to establish series pursuant to Section 3804 of the Delaware Act in order to permit the inter-series limitation of liability between series, as allowed by Section 3804 of the Delaware Act, the Trustees may, without Shareholder vote, amend or supplement this Declaration in any manner to make any and all changes necessary or desirable, as determined by the Trustees in good faith, including changes that may be deemed to be adverse to Shareholders, and to file any related amendment to the certificate of trust of the Trust with the Secretary of the State of Delaware. (d) Notwithstanding any provision herein, in connection with the Trust becoming a public non-traded business development company or listed on a national securities exchange, the Trustees may, without Shareholder vote, amend or supplement this Declaration in any manner to make any and all changes necessary or desirable, as determined by the Trustees in good faith, including changes that may be deemed to be adverse to Shareholders, including, without limitation, to classify the Board of Trustees, to impose advance notice provisions for the bringing of Shareholder nominations or proposals and to impose super-majority approval for certain types of transactions.

Amendment Procedure. (a) Except as specifically provided herein, the Trustees may, without Shareholder vote, amend this Declaration by an instrument in writing or an amended and restated Declaration signed or approved by a majority of the Trustees. Such an amendment shall be authorized by a vote of the Shareholders pursuant to Section 6.13 if it would limit the right of a Majority Shareholder to vote under Section 6.10 or amend this Section 9.2 or Vote if Shareholder authorization is required by the 1940 Act, with the series and classes of Shares entitled to vote on such an amendment determined pursuant to Section 6.10 hereof; provided, for the avoidance of doubt, that the issuance of additional voting Shares would not, on its own, be considered to limit the right of a Shareholder to vote under Section 6.10 for purposes of this sentence. Notwithstanding anything else herein, to the fullest extent permitted by law, no amendment to this Declaration shall (i) limit the rights of indemnification provided in Article V hereof with respect to actions or omissions of Persons covered thereby prior to such amendment, (ii) impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or (iii) permit assessments upon Shareholders. (b) An instrument in writing signed or approved by a majority of the Trustees, setting forth the amendment or an amended and restated Declaration, executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution or approval of such instrument by a majority of the Trustees (or in the case of execution, by an officer of the Trust pursuant to a vote of a majority of the Trustees).

Amendment Procedure. (a) Except as specifically provided herein, the Trustees may, without Shareholder vote, amend this Declaration by an instrument in writing or an amended and restated Declaration signed or approved by a majority of the Trustees. Such an amendment shall be authorized by a vote of the Shareholders pursuant to Section 6.13 if it would limit the right of a Majority Shareholder to vote under Section 6.10 or amend this Section 9.2 or Vote if Shareholder authorization is required by the 1940 Act, with the series and classes Classes of Shares entitled to vote on such an amendment determined pursuant to Section 6.10 hereof; provided, for the avoidance of doubt, that the issuance of additional voting Shares would not, on its own, be considered to limit the right of a Shareholder to vote under Section 6.10 for purposes of this sentence. Notwithstanding anything else herein, to the fullest extent permitted by law, no amendment to this Declaration shall (i) limit the rights of indemnification provided in Article V hereof with respect to actions or omissions of Persons covered thereby prior to such amendment, (ii) impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or (iii) permit assessments upon Shareholders. (b) An instrument in writing signed or approved by a majority of the Trustees, setting forth the amendment or an amended and restated Declaration, executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution or approval of such instrument by a majority of the Trustees (or in the case of execution, by an officer of the Trust pursuant to a vote of a majority of the Trustees).

Amendment Procedure. (a) Except as specifically provided herein, the Trustees may, without Shareholder vote, amend this Declaration by an instrument in writing or an amended and restated Declaration signed or approved by a majority of the Trustees. Such an amendment shall be authorized by a vote of the Shareholders pursuant to Section 6.13 Majority Shareholder Vote if it would limit the right of a Shareholder to vote under Section 6.10 6.9 or amend this Section 9.2 or if Shareholder authorization is required by the 1940 Act, with the series and classes of Shares entitled to vote on such an amendment determined pursuant to Section 6.10 6.9 hereof; provided, for the avoidance of doubt, that the issuance of additional voting Shares would not, on its own, be considered to limit the right of a Shareholder to vote under Section 6.10 6.9 for purposes of this sentence. Notwithstanding anything else herein, no amendment to this Declaration shall (i) limit the rights of indemnification provided in Article V hereof with respect to actions or omissions of Persons covered thereby prior to such amendment, (ii) impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or (iii) permit assessments upon Shareholders. (b) An instrument in writing signed or approved by a majority of the Trustees, setting forth the amendment or an amended and restated Declaration, executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution or approval of such instrument by a majority of the Trustees (or in the case of execution, by an officer of the Trust pursuant to a vote of a majority of the Trustees).

Amendment Procedure. (a) Except as specifically provided herein, the Trustees may, without Shareholder vote, amend this Declaration by an instrument in writing or an amended and restated Declaration signed or approved by a majority of the Trustees. Such an amendment shall be authorized by a vote of the Shareholders pursuant to Section 6.13 6.12 if it would limit the right of a Shareholder to vote under Section 6.10 6.9 or amend this Section 9.2 or if Shareholder authorization is required by the 1940 Act, with the series and classes of Shares entitled to vote on such an amendment determined pursuant to Section 6.10 6.9 hereof; provided, for the avoidance of doubt, that the issuance of additional voting Shares would not, on its own, be considered to limit the right of a Shareholder to vote under Section 6.10 6.9 for purposes of this sentence. Notwithstanding anything else herein, no amendment to this Declaration shall (i) limit the rights of indemnification provided in Article V hereof with respect to actions or omissions of Persons covered thereby prior to such amendment, (ii) impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or (iii) permit assessments upon Shareholders. (b) An instrument in writing signed or approved by a majority of the Trustees, setting forth the amendment or an amended and restated Declaration, shall be conclusive evidence of such amendment when lodged among the records of the Trust. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution or approval of such instrument by a majority of the Trustees (or in the case of execution, by an officer of the Trust pursuant to a vote of a majority of the Trustees).

Amendment Procedure. (a) Except as specifically provided herein, the Trustees may, without Shareholder vote, amend this Declaration by an instrument in writing or an amended and restated Declaration signed or approved by a majority of the Trustees. Such an amendment shall be authorized by a vote Majority Shareholder Vote, or subject to the provisions of the Shareholders pursuant to Section 6.13 5.11, a Series Majority Shareholder Vote, if it would limit the right of a Shareholder Shareholders to vote under Section 6.10 5.11 or amend this Section 9.2 8.2 or if Shareholder authorization is required by the 1940 Act, with the series and classes of Shares entitled to vote on such an amendment determined pursuant to Section 6.10 hereof; provided, for the avoidance of doubt, that the issuance of additional voting Shares would not, on its own, be considered to limit the right of a Shareholder to vote under Section 6.10 for purposes of this sentence. Notwithstanding anything else herein, no amendment to this Declaration shall (i) limit the rights of indemnification provided in Article V IV hereof with respect to actions or omissions of Persons covered thereby prior to such amendment, (ii) impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or (iii) any Series thereof or permit assessments upon Shareholders. (b) An instrument in writing signed or approved by a majority of the Trustees, setting forth the amendment or an amended and restated Declaration, executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust. Subject to the foregoing, foregoing any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution or approval of such instrument by a majority of the Trustees (or in the case of execution, by an officer of the Trust pursuant to a vote of a majority of the Trustees).

Amendment Procedure. (a) Except as specifically provided herein, the Trustees may, without Shareholder vote, amend this Declaration by an instrument in writing or an amended and restated Declaration signed or approved by a majority of the Trustees. Such an amendment shall be authorized by a vote Majority Shareholder Vote, or subject to the provisions of the Shareholders pursuant to Section 6.13 V.11, a Series Majority Shareholder Vote, if it would limit the right of a Shareholder Shareholders to vote under Section 6.10 V.11 or amend this Section 9.2 VIII.2 or if Shareholder authorization is required by the 1940 Act, with the series and classes of Shares entitled to vote on such an amendment determined pursuant to Section 6.10 hereof; provided, for the avoidance of doubt, that the issuance of additional voting Shares would not, on its own, be considered to limit the right of a Shareholder to vote under Section 6.10 for purposes of this sentence. Notwithstanding anything else herein, no amendment to this Declaration shall (i) limit the rights of indemnification provided in Article V IV hereof with respect to actions or omissions of Persons covered thereby prior to such amendment, (ii) impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or any Series thereof or (iiiii) permit assessments upon Shareholders. (b) An instrument in writing signed or approved by a majority of the Trustees, setting forth the amendment or an amended and restated Declaration, executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution or approval of such instrument by a majority of the Trustees (or in the case of execution, by an officer of the Trust pursuant to a vote of a majority of the Trustees).

Amendment Procedure. (a) Except as specifically provided herein, the Trustees may, without Shareholder vote, amend this Declaration by an instrument in writing or an amended and restated Declaration signed or approved by a majority of the Trustees. Such an amendment shall be authorized by a vote of the Shareholders pursuant to Section 6.13 6.12 if it would limit the right of a Shareholder to vote under Section 6.10 6.9 or amend this Section 9.2 or if Shareholder authorization is required by the 1940 Act, with the series and classes of Shares entitled to vote on such an amendment determined pursuant to Section 6.10 6.9 hereof; provided, for the avoidance of doubt, that the issuance of additional voting Shares would not, on its own, be considered to limit the right of a Shareholder to vote under Section 6.10 6.9 for purposes of this sentence. Notwithstanding anything else herein, no amendment to this Declaration shall (i) limit the rights of indemnification provided in Article V hereof with respect to actions or omissions of Persons covered thereby prior to such amendment, (ii) impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or (iii) permit assessments upon Shareholders. (b) An instrument in writing signed or approved by a majority of the Trustees, setting forth the amendment or an amended and restated Declaration, shall be conclusive evidence of such amendment when lodged among the records of the Trust. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution or approval of such instrument by a majority of the Trustees (or in the case of execution, by an officer of the Trust pursuant to a vote of a majority of the Trustees). (c) Notwithstanding any provision herein, to establish series pursuant to Section 3804 of the Delaware Act in order to permit the inter-series limitation of liability between series, as allowed by Section 3804 of the Delaware Act, the Trustees may, without Shareholder vote, amend or supplement this Declaration in any manner to make any and all changes necessary or desirable, as determined by the Trustees in good faith, including changes that may be deemed to be adverse to Shareholders, and to file any related amendment to the certificate of the trust of the Trust with the Secretary of the State of Delaware.

Amendment Procedure. (a) Except as specifically provided herein, the Trustees may, without Shareholder vote, amend this Declaration by an instrument in writing or an amended and restated Declaration signed or approved by a majority of the Trustees. Such an amendment shall be authorized by a vote Majority Shareholder Vote, or subject to the provisions of the Shareholders pursuant to Section 6.13 V.11, a Series Majority Shareholder Vote, if it would limit the right of a Shareholder Shareholders to 39 vote under Section 6.10 V.11 or amend this Section 9.2 VIII.2 or if Shareholder authorization is required by the 1940 Act, with the series and classes of Shares entitled to vote on such an amendment determined pursuant to Section 6.10 hereof; provided, for the avoidance of doubt, that the issuance of additional voting Shares would not, on its own, be considered to limit the right of a Shareholder to vote under Section 6.10 for purposes of this sentence. Notwithstanding anything else herein, no amendment to this Declaration shall (i) limit the rights of indemnification provided in Article V IV hereof with respect to actions or omissions of Persons covered thereby prior to such amendment, (ii) impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or any Series thereof or (iiiii) permit assessments upon Shareholders. (b) An instrument in writing signed or approved by a majority of the Trustees, setting forth the amendment or an amended and restated Declaration, executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution or approval of such instrument by a majority of the Trustees (or in the case of execution, by an officer of the Trust pursuant to a vote of a majority of the Trustees).

Amendment Procedure. (a) Except as specifically provided herein, the Trustees may, without Shareholder vote, amend this Declaration by an instrument in writing or an amended and restated Declaration signed or approved by a majority of the Trustees. Such an amendment shall be authorized by a vote of the Shareholders pursuant to Section 6.13 Majority Shareholder Vote if it would limit the right of a Shareholder to vote under Section 6.10 or amend this Section 9.2 or if Shareholder authorization is required by the 1940 Act, with the series and classes of Shares entitled to vote on such an amendment determined pursuant to Section 6.10 hereof; provided, for the avoidance of doubt, that the issuance of additional voting Shares would not, on its own, be considered to limit the right of a Shareholder to vote under Section 6.10 for purposes of this sentence. Notwithstanding anything else herein, no amendment to this Declaration shall (i) limit the rights of indemnification provided in Article V hereof with respect to actions or omissions of Persons covered thereby prior to such amendment, (ii) impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or (iii) permit assessments upon Shareholders. (b) An instrument in writing signed or approved by a majority of the Trustees, setting forth the amendment or an amended and restated Declaration, executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution or approval of such instrument by a majority of the Trustees (or in the case of execution, by an officer of the Trust pursuant to a vote of a majority of the Trustees).

Amendment Procedure. (a) Except as specifically provided herein, the Trustees may, without Shareholder vote, amend this Declaration by an instrument in writing or an amended and restated Declaration signed or approved by a majority of the Trustees. Such an amendment shall be authorized by a vote of the Shareholders pursuant to Section 6.13 Majority Shareholder Vote if it would limit the right of a Shareholder to vote under Section 6.10 or amend this Section 9.2 10.2 or if Shareholder authorization is required by the 1940 Act, with the series and classes of Shares entitled to vote on such an amendment determined pursuant to Section 6.10 hereof; provided, for the avoidance of doubt, that the issuance of additional voting Shares would not, on its own, be considered to limit the right of a Shareholder to vote under Section 6.10 for purposes of this sentence. Notwithstanding anything else herein, no amendment to this Declaration shall (i) limit the rights of indemnification provided in Article V hereof with respect to actions or omissions of Persons covered thereby prior to such amendment, (ii) impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or (iii) permit assessments upon Shareholders. (b) An instrument in writing signed or approved by a majority of the Trustees, setting forth the amendment or an amended and restated Declaration, executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution or approval of such instrument by a majority of the Trustees (or in the case of execution, by an officer of the Trust pursuant to a vote of a majority of the Trustees).

Amendment Procedure. (a) Except as specifically provided herein, the Trustees Board of Directors may, without Shareholder Member vote, amend this Declaration Agreement by an instrument in writing or an amended and restated Declaration limited liability company agreement of the Company signed or approved by a majority of the TrusteesBoard of Directors. Such an amendment shall be authorized by a vote of the Shareholders Members pursuant to Section 6.13 6.11 if it would limit the right of a Shareholder Member to vote under Section 6.10 or amend this Section 9.2 11.2 or if Shareholder Member authorization is required by the 1940 Act, with the series and classes Classes of Shares entitled to vote on such an amendment determined pursuant to Section 6.10 hereof; provided, for the avoidance of doubt, that the issuance of additional voting Shares would not, on its own, be considered to limit the right of a Shareholder Member to vote under Section 6.10 for purposes of this sentence. Notwithstanding anything else herein, no amendment to this Declaration Agreement shall (i) limit the rights of indemnification provided in Article V hereof with respect to actions or omissions of Persons covered thereby prior to such amendment, (ii) impair the exemption from personal liability for the debts, obligations and liabilities of the ShareholdersCompany of the Members, Trusteesthe Directors, officers, employees and agents of the Trust Company or (iii) permit assessments upon ShareholdersMembers. (b) An instrument in writing signed or approved by a majority of the TrusteesBoard of Directors, setting forth the amendment or an amended and restated Declarationlimited liability company agreement of the Company, shall be conclusive evidence of such amendment when lodged among the records of the TrustCompany. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution or approval of such instrument by a majority of the Trustees Board of Directors (or in the case of execution, by an officer of the Trust Company pursuant to a vote of a majority of the TrusteesBoard of Directors).