TRUST TO BE DEEMED TO BE AN
INVESTMENT COMPANY REQUIRED TO BE REGISTERED UNDER THE INVESTMENT COMPANY ACT;
OR
(D)
CAUSE THE DEBENTURE ISSUER TO BE UNABLE TO
TREAT AN AMOUNT EQUAL TO THE LIQUIDATION AMOUNT OF THE CAPITAL SECURITIES AS
"TIER 1 CAPITAL" (OR ITS THEN EQUIVALENT) IN THE GUIDELINES OR REGULATIONS
ISSUED BY THE OTS; PROVIDED, THAT THE DEBENTURE ISSUER SHALL HAVE BECOME, OR
PURSUANT TO LAW OR REGULATION WILL BECOME WITHIN 180 DAYS, SUBJECT TO CAPITAL
REQUIREMENTS.
(C)
EXCEPT AS PROVIDED IN SECTION 11.1(D), (E)
OR (G), NO AMENDMENT SHALL BE MADE, AND ANY SUCH PURPORTED AMENDMENT SHALL BE
VOID AND INEFFECTIVE, UNLESS THE HOLDERS OF A MAJORITY IN LIQUIDATION AMOUNT OF
THE CAPITAL SECURITIES SHALL HAVE CONSENTED TO SUCH AMENDMENT.
(D)
IN ADDITION TO AND NOTWITHSTANDING ANY OTHER
PROVISION IN THIS DECLARATION, WITHOUT THE CONSENT OF EACH AFFECTED HOLDER, THIS
DECLARATION MAY NOT BE AMENDED TO (I) CHANGE THE AMOUNT OR TIMING OF ANY
DISTRIBUTION ON THE SECURITIES OR ANY REDEMPTION OR LIQUIDATION PROVISIONS
APPLICABLE TO THE SECURITIES OR OTHERWISE ADVERSELY AFFECT THE AMOUNT OF ANY
DISTRIBUTION REQUIRED TO BE MADE IN RESPECT OF THE SECURITIES AS OF A SPECIFIED
DATE OR (II) RESTRICT THE RIGHT OF A HOLDER TO INSTITUTE SUIT FOR THE
ENFORCEMENT OF ANY DISTRIBUTIONS OR OTHER AMOUNTS ON OR AFTER THEIR DUE DATE.
(E)
SECTIONS 9.1(B) AND 9.1(C) AND THIS
SECTION SHALL NOT BE AMENDED WITHOUT THE CONSENT OF ALL OF THE HOLDERS OF THE
SECURITIES.
(F)
THE RIGHTS OF THE HOLDERS OF THE CAPITAL
SECURITIES AND COMMON SECURITIES, AS APPLICABLE, UNDER ARTICLE IV TO INCREASE OR
DECREASE THE NUMBER OF, AND APPOINT AND REMOVE, TRUSTEES SHALL NOT BE AMENDED
WITHOUT THE CONSENT OF THE HOLDERS OF A MAJORITY IN LIQUIDATION AMOUNT OF THE
CAPITAL SECURITIES OR COMMON SECURITIES, AS APPLICABLE.
(G)
THIS DECLARATION MAY BE AMENDED BY THE
INSTITUTIONAL TRUSTEE AND THE HOLDER OF THE COMMON SECURITIES WITHOUT THE
CONSENT OF THE HOLDERS OF THE CAPITAL SECURITIES TO:
(I)
CURE ANY AMBIGUITY;
48
(II)
CORRECT OR SUPPLEMENT ANY PROVISION IN
THIS DECLARATION THAT MAY BE DEFECTIVE OR INCONSISTENT WITH ANY OTHER PROVISION
OF THIS DECLARATION;
(III)
ADD TO THE COVENANTS, RESTRICTIONS OR
OBLIGATIONS OF THE SPONSOR; OR
(IV)
MODIFY, ELIMINATE OR ADD TO ANY PROVISION OF
THIS DECLARATION TO SUCH EXTENT AS MAY BE NECESSARY OR DESIRABLE, INCLUDING,
WITHOUT LIMITATION, TO ENSURE THAT THE TRUST WILL BE CLASSIFIED FOR UNITED
STATES FEDERAL INCOME TAX PURPOSES AT ALL TIMES AS A GRANTOR TRUST AND WILL NOT
BE REQUIRED TO REGISTER AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY
ACT (INCLUDING WITHOUT LIMITATION TO CONFORM TO ANY CHANGE IN RULE 3A-5, RULE
3A-7 OR ANY OTHER APPLICABLE RULE UNDER THE INVESTMENT COMPANY ACT OR WRITTEN
CHANGE IN INTERPRETATION OR APPLICATION THEREOF BY ANY LEGISLATIVE BODY, COURT,
GOVERNMENT AGENCY OR REGULATORY AUTHORITY);
provided, however, that no such amendment contemplated in clause (i), (ii),
(iii) or (iv) shall adversely affect the powers, preferences, rights or
interests of Holders of Capital Securities.
SECTION 11.2.
MEETINGS