ANY STATE OR LOCAL
TAXING AUTHORITY.
(E)
SO LONG AS A HOLDER OR BENEFICIAL OWNER OF
THE CAPITAL SECURITIES IS CITIGROUP GLOBAL MARKETS INC. OR AN ENTITY THAT HOLDS
A POOL OF TRUST PREFERRED SECURITIES AND/OR DEBT SECURITIES OR A TRUSTEE
THEREOF, THE SPONSOR SHALL CAUSE THE ADMINISTRATORS TO DELIVER THE SPONSOR'S
REPORTS ON FORMS FR Y-9C, FR Y-9LP AND FR Y-6
TO SUCH HOLDER PROMPTLY FOLLOWING
THEIR FILING WITH THE FEDERAL RESERVE.
SECTION 10.3.
BANKING.
THE TRUST SHALL MAINTAIN ONE OR MORE BANK ACCOUNTS IN
THE UNITED STATES, AS DEFINED FOR PURPOSES OF TREASURY REGULATIONS § 301.7701-7,
IN THE NAME AND FOR THE SOLE BENEFIT OF THE TRUST; PROVIDED, HOWEVER, THAT ALL
PAYMENTS OF FUNDS IN RESPECT OF THE DEBENTURES HELD BY THE INSTITUTIONAL TRUSTEE
SHALL BE MADE DIRECTLY TO THE PROPERTY ACCOUNT AND NO OTHER FUNDS OF THE TRUST
SHALL BE DEPOSITED IN THE PROPERTY ACCOUNT.
THE SOLE SIGNATORIES FOR SUCH
ACCOUNTS (INCLUDING THE PROPERTY ACCOUNT) SHALL BE DESIGNATED BY THE
INSTITUTIONAL TRUSTEE.
SECTION 10.4.
WITHHOLDING.
THE INSTITUTIONAL TRUSTEE OR ANY PAYING AGENT AND
THE ADMINISTRATORS SHALL COMPLY WITH ALL WITHHOLDING REQUIREMENTS UNDER UNITED
STATES FEDERAL, STATE AND LOCAL LAW.
THE INSTITUTIONAL TRUSTEE OR ANY PAYING
AGENT SHALL REQUEST, AND EACH HOLDER SHALL PROVIDE TO THE INSTITUTIONAL TRUSTEE
OR ANY PAYING AGENT, SUCH FORMS OR CERTIFICATES AS ARE NECESSARY TO ESTABLISH AN
EXEMPTION FROM WITHHOLDING WITH RESPECT TO THE HOLDER, AND ANY REPRESENTATIONS
AND FORMS AS SHALL REASONABLY BE REQUESTED BY THE INSTITUTIONAL TRUSTEE OR ANY
PAYING AGENT TO ASSIST IT IN DETERMINING THE EXTENT OF, AND IN FULFILLING, ITS
WITHHOLDING OBLIGATIONS.
THE ADMINISTRATORS SHALL FILE REQUIRED FORMS WITH
APPLICABLE JURISDICTIONS AND, UNLESS AN EXEMPTION FROM WITHHOLDING IS PROPERLY
ESTABLISHED BY A HOLDER, SHALL REMIT AMOUNTS WITHHELD WITH RESPECT TO THE HOLDER
TO APPLICABLE JURISDICTIONS.
TO THE EXTENT THAT THE INSTITUTIONAL TRUSTEE OR
ANY PAYING AGENT IS REQUIRED TO WITHHOLD AND PAY OVER ANY AMOUNTS TO ANY
AUTHORITY WITH RESPECT TO DISTRIBUTIONS OR ALLOCATIONS TO ANY HOLDER, THE AMOUNT
WITHHELD SHALL BE DEEMED TO BE A DISTRIBUTION TO THE HOLDER IN THE AMOUNT OF THE
WITHHOLDING.
IN THE EVENT OF ANY CLAIMED OVERWITHHOLDING, HOLDERS SHALL BE
LIMITED TO AN ACTION AGAINST THE APPLICABLE JURISDICTION.
IF THE AMOUNT
REQUIRED TO BE WITHHELD WAS NOT WITHHELD FROM ACTUAL DISTRIBUTIONS MADE, THE
INSTITUTIONAL TRUSTEE OR ANY PAYING AGENT MAY REDUCE SUBSEQUENT DISTRIBUTIONS BY
THE AMOUNT OF SUCH WITHHOLDING.
ARTICLE XI
AMENDMENTS AND MEETINGS
SECTION 11.1.
AMENDMENTS.
(A)
EXCEPT AS OTHERWISE PROVIDED IN THIS
DECLARATION OR BY ANY APPLICABLE TERMS OF THE SECURITIES, THIS DECLARATION MAY
ONLY BE AMENDED BY A WRITTEN INSTRUMENT APPROVED AND EXECUTED BY
(I)
THE INSTITUTIONAL TRUSTEE,
(II)
IF THE AMENDMENT AFFECTS THE RIGHTS,
POWERS, DUTIES, OBLIGATIONS OR IMMUNITIES OF THE DELAWARE TRUSTEE, THE DELAWARE
TRUSTEE,
53
(III)
IF THE AMENDMENT AFFECTS THE RIGHTS, POWERS,
DUTIES, OBLIGATIONS OR IMMUNITIES OF THE ADMINISTRATORS, THE ADMINISTRATORS, AND
(IV)
THE HOLDERS OF A MAJORITY IN LIQUIDATION
AMOUNT OF THE COMMON SECURITIES.
(B)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS
ARTICLE XI,