Common use of Federal Tax Disclosure Clause in Contracts

Federal Tax Disclosure. The Underwriters will have received an opinion of Cravath, Swaine & Xxxxx LLP, special federal tax and ERISA counsel to Citibank, in form and substance satisfactory to the Representative, to the effect that the statements relating to United States law contained under the heading “Tax Matters” in the Prospectus accurately describe the material federal income tax consequences to holders of the Notes and the statements contained under the heading “Benefit Plan Investors” in the Prospectus, to the extent that they constitute statements of matters of law or legal conclusions with respect thereto, accurately describe the material consequences to holders of the Notes under ERISA.

Federal Tax Disclosure. The Underwriters will have received an opinion of Cravath, Swaine & Xxxxx LLP, special federal U.S. Federal tax and ERISA counsel to Citibank, in form and substance satisfactory to the Representative, to the effect that the statements relating to United States law contained under the heading “Tax Matters” in the Prospectus accurately describe the material federal income tax consequences to holders of the Notes and the statements contained under the heading “Benefit Plan Investors” in the Prospectus, to the extent that they constitute statements of matters of law or legal conclusions with respect thereto, accurately describe the material consequences to holders of the Notes under ERISA.