Citigroup Clause Samples

Citigroup. Frankfurt: Citigroup Global Markets Deutschland AG & Co. KGaA, the Registrar for Registered Debt Securities Clearstream, Luxembourg: Clearstream Banking, societe anonyme holds securities for its participants and facilitates the clearance and settlement of securities transactions between its participants through electronic book- entry changes in accounts of its participants. Code: The U.S. Internal Revenue Code of 1986, as amended. Common Depositary: The common depositary for Euroclear, Clearstream, Luxembourg and/or any other applicable clearing system, which will hold Other Registered Debt Securities on behalf of Euroclear, Clearstream, Luxembourg and/or any such other applicable clearing system.

Citigroup. Inc., its affiliates, and its employees are not in the business of providing tax or legal advice to any taxpayer outside of Citigroup, Inc. and its affiliates. This Agreement and any amendments or attachments are not intended or written to be used, and cannot be used or relied upon, by any such taxpayer or for the purpose of avoiding tax penalties. Any such taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.

Citigroup through its legal representative, hereby represents and warrants as follows: (a) Citigroup is a corporation duly organized and validly existing under the laws of the State of Delaware, United States, as set forth in the certificate of incorporation and the certificate of good standing, issued by the Secretary of the State of Delaware, United States, dated July 17, 2007; (b) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ Mora E. is the President and Chief Executive Officer for the Latin American Region of Citigroup, and holds the requisite powers to act on its behalf and bind it to the terms set forth in this Agreement, which powers have not been revoked nor limited as of this date; and (i) Citigroup has the power and authority required to execute this Agreement, as well as those required to fulfill its obligations pursuant to its terms; (ii) the execution of this Agreement has been duly authorized by its Board of Directors; (iii) this Agreement and any other instrument contemplated hereby, executed or to be executed, constitute or, when executed, shall constitute legally binding and enforceable obligations of Citigroup Inc., enforceable in accordance with its terms, except as enforceability may be limited by any reorganization, bankruptcy or suspension of payments; (iv) neither the execution of this Agreement and of any other instrument or agreement derived thereof, executed or to be executed, nor compliance by Citigroup with the terms and provisions thereof, constitute a conflict or shall result in a violation or breach of any other agreement to which Citigroup is a party to or pursuant to which it has a legally binding obligation, or of any order, decree or judgment of any tribunal or governmental entity; (v) the Pro-forma Financial Statements of the Chilean Subsidiaries of Citigroup accurately and completely present the financial condition of the Chilean Subsidiaries of Citigroup in accordance with Chilean GAAP; (vi) Citigroup, through COIC and Citibank, controls, directly or indirectly, 100% of the capital of the Chilean Subsidiaries of Citigroup; and (vii) the only Required Approvals to consummate the transactions contemplated in this Agreement are those listed in Exhibit “A”.

Citigroup as defined in Section 860G(d) of the Code or the tax on net income from foreclosure property as defined in Section 860G(c) of the Code. However, in the event that any such tax is imposed on any REMICs elected by the trust, the tax will be borne (i) by the trustee, if the trustee has breached its obligations with respect to REMIC compliance under the pooling and servicing agreement, (ii) by the trust administrator, if the trust administrator has breached its obligations with respect to REMIC compliance under the pooling and servicing agreement, (iii) by a servicer, if such servicer has breached its obligations with respect to REMIC compliance under the pooling and servicing agreement, or (iv) otherwise by the trust, with a resulting reduction in amounts otherwise distributable to holders of the certificates. See “Description of the Securities—General” and “Federal Income Tax Consequences —REMICs—Prohibited Transactions Tax and Other Taxes” in the prospectus.

Citigroup. Larger benefit for investors who fund at LIBOR +.

Citigroup. As defined in the preamble hereto. CLI. Container Leasing International, LLC, a limited liability company organized and existing under the laws of the State of New York. Closing Date. July 19, 2007.

Citigroup. Rate Carryover Amounts) also will be treated as “qualified mortgages” under Section 860G(a)(3) of the Code. See “Federal Income Tax Consequences—REMICs—Characterization of Investments in REMIC Certificates” in the prospectus. It is not anticipated that the REMIC will engage in any transactions that would subject it to the prohibited transactions tax as defined in Section 860F(a)(2) of the Code, the contributions tax as defined in Section 860G(d) of the Code or the tax on net income from foreclosure property as defined in Section 860G(c) of the Code. However, in the event that any such tax is imposed on the REMIC, the tax will be borne (i) by the trustee, if the trustee has breached its obligations with respect to REMIC compliance under the pooling and servicing agreement, (ii) by the trust administrator, if the trust administrator has breached its obligations with respect to REMIC compliance under the pooling and servicing agreement, (iii) by the servicers, if the related servicer has breached it’s obligations with respect to REMIC compliance under the pooling and servicing agreement, or (iv) otherwise by the trust, with a resulting reduction in amounts otherwise distributable to holders of the certificates. See “Description of the Securities—General” and “Federal Income Tax Consequences —REMICs—Prohibited Transactions Tax and Other Taxes” in the prospectus. The responsibility for filing annual federal information returns and other reports will be generally borne by the trust administrator. See “Federal Income Tax Consequences—REMICs—Reporting and Other Administrative Matters” in the prospectus. For further information regarding the federal income tax consequences of investing in the offered certificates, see “Federal Income Tax Consequences—REMICs” in the prospectus.