SF-3/A

As filed with the Securities and Exchange Commission on August 10, 2016

Registration Nos. 333-208054, 333-208054-01 and 333-208054-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

FORM SF-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CITIBANK CREDIT CARD ISSUANCE TRUST	CITIBANK CREDIT CARD MASTER TRUST I
(Issuing Entity in respect of the Notes)	(Issuing Entity in respect of the Collateral Certificate)
CITIBANK, N.A.
(Sponsor and Depositor)

(Exact name of registrant as specified in its charter)

United States of America	13-5266470
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Commission File Number of depositor: 333-145220-03

Central Index Key Number of depositor: 0001522616

Citibank, N.A.

(Exact name of depositor as specified in its charter)

Central Index Key Number of sponsor: 0001522616

Citibank, N.A.

(Exact name of sponsor as specified in its charter)

Citibank, N.A.

388 Greenwich Street

New York, New York 10013

(212) 559-1000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

CHRISTOPHER R. BECKER, ESQ.

Assistant General Counsel—Capital Markets and Corporate Reporting

Citigroup Inc.

One Court Square

Long Island City, New York 11120

(212) 559-1000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

SUSAN WEBSTER, ESQ.

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, New York 10019

(212) 474-1000

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective as determined by market conditions.

If any of the securities being registered on this Form SF-3 are to be offered pursuant to Rule 415 under the Securities Act of 1933, check the following box:    x

If this Form SF–3 is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:    ¨

If this Form SF–3 is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:    ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered (a)(b)	Proposed maximum offering price per unit (c)	Proposed maximum aggregate offering price (c)	Amount of registration fee
Notes	$25,158,018,962	100%	$25,158,018,962	$2,533,412.51 (d)
Collateral Certificate (e)	$25,158,018,962	—	—	—

(a) With respect to any securities issued with original issue discount, the amount to be registered is calculated based on the initial public offering price thereof.

(b) With respect to any securities denominated in any foreign currency, the amount to be registered shall be the U.S. dollar equivalent thereof based on the prevailing exchange rate at the time such security is first offered.

(c) Estimated solely for the purpose of calculating the registration fee.

(d) The entire $2,533,412.51 registration fee for this Registration Statement is being offset, pursuant to Rule 457(p) of the General Rules and Regulations under the Securities Act of 1933, as amended, by the registration fees previously paid in connection with unsold Asset-Backed Notes or Asset-Backed Certificates registered by the registrant or certain of its affiliates under previously-filed registration statements, as follows: (i) $223,444.50 in registration fees previously paid in connection with unsold Asset-Backed Notes registered by Citibank, N.A. (as successor to Citibank (South Dakota), N.A.), as Depositor, under Registration Statement No. 333-171055 and 333-171055-03 with an initial filing date of December 9, 2010, (ii) $1,629,885 in registration fees previously paid in connection with unsold Asset-Backed Certificates registered by Citicorp Mortgage Securities, Inc., an indirect, wholly-owned subsidiary of Citibank, N.A., as Depositor, under Registration Statement No. 333-170683 with an initial filing date of November 18, 2010, and (iii) $680,083.01 in registration fees previously paid in connection with unsold Asset-Backed Certificates registered by Citicorp Residential Mortgage Securities, Inc., a wholly-owned subsidiary of Citibank, N.A., as Depositor, under Registration Statement No. 333-171329 with an initial filing date of December 21, 2010.

(e) This Registration Statement and the prospectus included herein also relate to a Collateral Certificate, which is pledged as security for the Notes, and which, pursuant to Commission regulations, is deemed to constitute part of any distribution of the Notes. No additional consideration will be paid by the purchasers of the Notes for the Collateral Certificate and, pursuant to Rule 457(t) under the Securities Act, no separate registration fee for the Collateral Certificate is required to be paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

INTRODUCTORY NOTE

This Registration Statement includes a representative form of prospectus relating to the offering by Citibank Credit Card Issuance Trust of a subclass of asset-backed notes of a multiple issuance series.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated [·] [·], 201[·]

Prospectus Dated [·] [·], 201[·]

Citibank Credit Card Issuance Trust

Issuing Entity (CIK: 0001108348)

$[· ] [Floating Rate] [[·]%] Class 201[·]-[· ][·] Notes of [·] 20[·]

(Legal Maturity Date [·] 20[·])

Citibank, N.A.

Sponsor and Depositor (CIK: 0001522616)

The issuance trust will issue and sell	Class 201[·]-[·][ ·] Notes
Principal amount	$[·]
Interest rate	[[·]% per annum] [LIBOR  [plus] [minus] [·] per annum]
Interest payment dates	[·] day of each [month or list specific month[s] depending on interest payment frequency], beginning 20[·]
Expected principal payment date	[·], 20[·]
Legal maturity date	[·], 20[·]
Expected issuance date	[·], 20[·]
Price to public	$[·] (or [·]%)
Underwriting discount	$[·] (or [·]%)
Proceeds to the issuance trust	[[·]% per annum] [LIBOR [plus] [minus] [·]  per annum]

The Class 201[·]-[·][·] notes will be paid from the issuance trust’s assets consisting primarily of an interest in credit card receivables arising in a portfolio of revolving credit card accounts.

The Class 201[·]-[·][·] notes are a subclass of Class [·] notes of the Citiseries.

[Credit Enhancement: [Principal payments on Class B notes of the Citiseries, including these Class 201[·]-B[·] notes, are subordinated to payments on Class A notes of that series.] [Principal payments on Class C notes of the Citiseries, including these Class 201[·]-C[·] notes, are subordinated to payments on Class A notes and Class B notes of the Citiseries. The Class 201[·]-C[·] notes will have the benefit of a Class C Reserve Account as described in this prospectus.] [The Class 201[·]-[·][·] notes will have the benefit of an interest rate swap provided by [Name of Provider], as derivative counterparty, as described in this prospectus.]]

[See page S-[·] for a description of how LIBOR is determined.]

You should review and consider the discussion under “Risk Factors” beginning on page [37] of this prospectus before you purchase any notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved the notes or determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The notes are obligations of Citibank Credit Card Issuance Trust only and are not obligations of or interests in any other person. The notes of all series are secured by a shared security interest in the collateral certificate and the collection account, but each subclass of notes is entitled to the benefits of only that portion of the assets allocated to it under the indenture and applicable indenture supplement. Noteholders will have no recourse to any other assets of Citibank Credit Card Issuance Trust for the payment of the notes.

The notes are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality.

Underwriters

[· ]

Information Presented in this Prospectus

Citibank Credit Card Issuance Trust will issue notes in series and we expect that most series will consist of multiple classes and that most classes will consist of multiple subclasses. As of the date of this prospectus, the Citiseries is the only issued and outstanding series of Citibank Credit Card Issuance Trust. The Class 201[·]-[·][·] notes are a subclass of the Class [·] notes of the Citiseries. This prospectus describes the specific terms of your series, class and subclass of notes and also provides general information about other series, classes and subclasses of notes that have been and may be issued from time to time. Other series, classes and subclasses of Citibank Credit Card Issuance Trust notes, including other subclasses of notes that are included in the Citiseries as a part of the Class [·] notes or other notes that are included in the Class 201[·]-[·][·] subclass, may be issued by Citibank Credit Card Issuance Trust in the future without the consent of, or prior notice to, any noteholders. No series, class or subclass of notes, other than the Class 201[·]-[·][·] notes, is being offered pursuant to this prospectus.

The primary asset of Citibank Credit Card Issuance Trust is the collateral certificate, Series 2000, which represents an undivided interest in Citibank Credit Card Master Trust I. In May 2009, Citibank Credit Card Master Trust I also issued the Series 2009 certificate to Citibank, N.A., as seller, in order to provide credit enhancement to the collateral certificate and the notes. Citibank Credit Card Master Trust I may issue other series of certificates and any such series may consist of one or more classes. As of the date of this prospectus, the collateral certificate and the Series 2009 certificate are the only master trust investor certificate issued pursuant to Series 2000 and Series 2009, respectively, of the master trust certificates. This prospectus describes the specific terms of the collateral certificate and the Series 2009 certificate and also provides general information about other series of certificates that may be issued from time to time. Other series of Citibank Credit Card Master Trust I certificates may be issued by Citibank Credit Card Master Trust I from time to time without the consent of, or prior notice to, any noteholders or certificateholders. No such series of certificates is being offered pursuant to this prospectus.

See “Risk Factors—Issuance of additional notes or master trust investor certificates may affect the timing and amount of payments to you” for a discussion of the potential impact that the issuance of additional notes or certificates could have on the Class 201[·]-[·][·] notes.

You should rely only on the information provided in this prospectus, including the information incorporated by reference. We have not authorized anyone to provide you with different information. We do not claim the accuracy of the information in this prospectus as of any date other than the date stated on its cover.

We are not offering the Class 201[·]-[·][·] notes in any state where the offer is not permitted.

Information regarding certain entities that are not affiliates of Citibank, N.A. has been provided in this prospectus. See in particular “The Issuance Trust—The Issuance Trust Trustee”, “—[Name of Asset Representations Reviewer]”, and “Sources of Funds to Pay the Notes—The Indenture Trustee” and “The Master Trust—The Master Trust Trustee.” The

information contained in those sections of this prospectus was prepared solely by the party described in that section without the involvement of Citibank, N.A. or any of their affiliates.

We include cross-references in this prospectus to captions in these materials where you can find further related discussions. The Table of Contents in this prospectus provides the pages on which these captions are located.

Parts of this prospectus use defined terms. You can find a listing of defined terms in the “Glossary of Defined Terms” beginning on page [181].

These Class 201[·]-[·][ ·] notes are offered subject to receipt and acceptance by the underwriters and to their right to reject any order in whole or in part and to withdraw, cancel or modify the offer without notice.

Compliance with the Capital Requirements Regulation

Articles 404-410 of Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013, known as the Capital Requirements Regulation (the CRR), place certain conditions on investments in asset-backed securities by credit institutions and investment firms (together referred to as institutions) regulated in European Union (EU) member states and in other countries in the European Economic Area (EEA) and by certain affiliates of those institutions. These Articles, effective January 1, 2014, replace and in some respects amend Article 122a of Directive 2006/48/EC (as amended by Directive 2009/111/EC), known as Article 122a of the Capital Requirements Directive or CRD Article 122a. The CRR has direct effect in EU member states and is expected to be implemented by national legislation or rulemaking in the other EEA countries.

None of Citibank, N.A., Citibank Credit Card Master Trust I, Citibank Credit Card Issuance Trust, the master trust trustee, the indenture trustee, the issuance trust trustee or any affiliate makes any representation or agreement that it is undertaking or will have undertaken to comply with the requirements of the CRR or any corresponding rules applicable to EEA-regulated investors. Noteholders are responsible for analyzing their own regulatory position and are advised to consult with their own advisors regarding the suitability of the notes for investment and compliance with the CRR or any corresponding rules applicable to EEA-regulated investors.

Certain Volcker Rule Considerations

The issuance trust is not now, and immediately following the issuance of these Class 201[·]-[·][·] notes and the application of the proceeds thereof will not be, a “covered fund” for purposes of regulations adopted under Section 13 of the Bank Holding Company Act of 1956, as amended, commonly known as the “Volcker Rule.”

In reaching this conclusion, the issuance trust has relied primarily on the determinations that:

• the issuance trust may rely on the exclusion from the definition of “investment company” set forth in Rule 3a-7 under the Investment Company Act of 1940, and accordingly,

• the issuance trust may rely on the exclusion from the definition of a “covered fund” under the Volcker Rule of an issuer that may rely on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940 other than the exclusions contained in Sections 3(c)(1) and 3(c)(7) of that Act.

Forward-Looking Statements

This prospectus and the information incorporated by reference in this prospectus include forward-looking statements within the meaning of the rules and regulations of the Securities and Exchange Commission. Generally, forward-looking statements are not based on historical facts but instead represent only our beliefs regarding future events. Such statements may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “estimate”, “may increase”, “may fluctuate” and similar expressions, or future or conditional verbs such as “will”, “should”, “would” and “could”. Forward-looking statements are based on our current expectations and are subject to uncertainties and changes in circumstances. Actual results may differ materially from those included in these statements as a result of certain risks and uncertainties including, but not limited to, changes in business, political and economic conditions, unemployment levels, consumer bankruptcies and inflation; competitive product and pricing pressures; technological change; the impact of current, pending or future legislation and regulation (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and regulatory changes affecting the securitization market); the costs, effects and outcomes of litigation; changes in fiscal, monetary, regulatory, accounting and tax policies; as well as other risks and uncertainties including, but not limited to, those described in “Risk Factors” in this prospectus. You should not put undue reliance on any forward-looking statements, which speak only as of the date on which they were made. We undertake no obligation to update forward-looking statements to reflect subsequent circumstances or events.

TABLE OF CONTENTS

	Page
THE CLASS 201[·]-[·][·] NOTES		1
Summary of Terms		1
PROSPECTUS SUMMARY		18
Securities Offered		18
Issuance Trust		18
Master Trust		18
Sponsor and Depositor		19
Manager of the Issuance Trust		19
Servicer		19
Master Trust Trustee and Indenture Trustee		20
Issuance Trust Trustee		20
Asset Representations Reviewer		20
Series of Notes		20
Interest Payments		21
Expected Principal Payment Date and Legal Maturity Date		23
Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of Notes		23
Subordination of Principal Payments		25
Sources of Funds to Pay the Class 201[·]-[· ][·] Notes		26
Allocations of Finance Charge Collections		27
Allocations of Principal Collections		28
Class C Reserve Account		28
Allocations of Charge-Offs		29
Limited Recourse to the Issuance Trust		29
Security for the Notes		30
Redemption and Early Redemption of Notes		30
Events of Default		32
Event of Default Remedies		33
Limit on Repayment of All Notes		34
Registration, Clearance and Settlement		35
ERISA Eligibility		35
Tax Status		35
Record Date		36
Ratings		36
RISK FACTORS		37
THE ISSUANCE TRUST		58
Bankruptcy Matters Relating to the Issuance Trust		59
The Owner		60
The Issuance Trust Trustee		60
[Name of Asset Representations Reviewer]		60
USE OF PROCEEDS		60
THE NOTES		60
Interest		62
Principal		63
Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of Notes		63
Subordination of Principal		67
Redemption and Early Redemption of Notes		69
Issuances of New Series, Classes and Subclasses of Notes		70
Required Subordinated Amount		73
Payments on Notes; Paying Agent		75
Denominations		76
Record Date		76
Governing Law		76
Form, Exchange, and Registration and Transfer of Notes		76
Book-Entry Notes		77
Replacement of Notes		82
Acquisition and Cancellation of Notes by the Issuance Trust and Citibank		82
SOURCES OF FUNDS TO PAY THE NOTES		83
The Collateral Certificate		83
Derivative Agreements		87
The Trust Accounts		87
Limited Recourse to the Issuance Trust; Security for the Notes		89
The Indenture Trustee		89

(i)

	Page
DEPOSIT AND APPLICATION OF FUNDS		92
Allocation of Finance Charge Collections to Accounts		92
Allocation of Principal Collections to Accounts		93
Targeted Deposits of Finance Charge Collections to the Interest Funding Account		94
Payments Received from Derivative Counterparties for Interest		96
Deposit of Principal Funding Subaccount Earnings in Interest Funding Subaccounts; Principal Funding Subaccount Earnings Shortfall		96
Deposits of Withdrawals from the Class C Reserve Account to the Interest Funding Account		97
Allocation to Interest Funding Subaccounts		97
Withdrawals from Interest Funding Account		98
Targeted Deposits of Principal Collections to the Principal Funding Account		99
Payments Received from Derivative Counterparties for Principal		101
Deposits of Withdrawals from the Class C Reserve Account to the Principal Funding Account		101
Deposits of Proceeds of the Sale of Credit Card Receivables		101
Reallocation of Funds on Deposit in the Principal Funding Subaccounts		101
Withdrawals from Principal Funding Account		103
Limit on Reallocations of Principal Collections from Subordinated Classes Taken to Benefit Senior Classes of Single Issuance Series		104
Limit on Reallocations of Principal Collections from Subordinated Classes Taken to Benefit Senior Classes of Multiple Issuance Series		105
Limit on Repayments of Subordinated Classes of Single Issuance Series		108
Limit on Repayments of Subordinated Classes of Multiple Issuance Series		108
Limit on Allocations of Principal Collections of All Classes or Subclasses of Notes		111
Targeted Deposits to the Class C Reserve Account		111
Withdrawals from the Class C Reserve Account		112
Sale of Credit Card Receivables		112
Final Payment of the Notes		115
Pro Rata Payments Within a Class or Subclass		115
COVENANTS, EVENTS OF DEFAULT AND EARLY REDEMPTION EVENTS		116
Issuance Trust Covenants		116
Events of Default		116
Early Redemption Events		119
MEETINGS, VOTING AND AMENDMENTS		121
Meetings		121
Voting		121
Amendments to the Pooling and Servicing Agreement		121
Amendments to the Indenture		122
Amendments to the Trust Agreement		123
Tax Opinions for Amendments		123
Treatment of Noteholders		124
NOTICES AND REPORTS		124
Notices		124
Issuance Trust’s Annual Compliance Statement		124
Indenture Trustee’s Annual Report		125
List of Noteholders		125
Reports		125
THE SPONSOR		126
Credit Risk Retention		127
Certain Interests in Master Trust and the Issuance Trust		128

(ii)

	Page
RELATED PARTIES		129
LEGAL PROCEEDINGS		129
THE MASTER TRUST		132
Master Trust Assets		132
The Series 2009 Certificate		137
Bankruptcy Matters Relating to the Master Trust		139
The Servicer		139
The Master Trust Trustee		143
Master Trust Issuances; Seller’s Interest		145
Allocation of Collections, Losses and Fees		145
Early Amortization Events		147
Optional Termination; Final Payment of Master Trust Investor Certificates		148
NEW REQUIREMENTS FOR SEC SHELF REGISTRATION		148
CEO Certification		149
Asset Representations Review		149
Dispute Resolution		156
Investor Communication		159
TAX MATTERS		160
Tax Characterization of the Notes		160
Tax Characterization of the Issuance Trust		161
U.S. and Non-U.S. Noteholders		161
Tax Consequences to U.S. Noteholders		162
Tax Consequences to Non-U.S. Noteholders		165
BENEFIT PLAN INVESTORS		169
Prohibited Transactions		169
Potential Prohibited Transactions from Investment in Notes		169
Investment by Benefit Plan Investors		171
Tax Consequences to Benefit Plans		171
[UNDERWRITING][PLAN OF DISTRIBUTION]		172
REVIEW OF DISCLOSURE REGARDING MASTER TRUST ASSETS		175
DEMANDS FOR REPURCHASES OF RECEIVABLES		177
LEGAL MATTERS		178
WHERE YOU CAN FIND ADDITIONAL INFORMATION		178
GLOSSARY OF DEFINED TERMS		180
ANNEX I: THE MASTER TRUST RECEIVABLES AND ACCOUNTS		AI-1
ANNEX II: THE U.S. CREDIT CARD BUSINESS OF CITIBANK		AII-1
General		AII-1
Acquisition of Accounts and Use of Credit Cards		AII-2
Collection of Delinquent Accounts		AII-3
ANNEX III: DIAGRAM OF ALLOCATION OF FINANCE CHARGE COLLECTIONS		AIII-1
ANNEX IV: DIAGRAM OF ALLOCATION OF PRINCIPAL COLLECTIONS		AIV-1
ANNEX V: FEES AND EXPENSES PAYABLE FROM FINANCE CHARGE COLLECTIONS		AV-1

(iii)

(iv)

THE CLASS 201[·]-[· ][·] NOTES

SUMMARY OF TERMS

Because this is a summary, it does not contain all the information you may need to make an informed investment decision. You should read the entire prospectus before you purchase any of these Class 201[·]-[·][·] notes.

Only the Class 201[·]-[·][ ·] notes are being offered through this prospectus. Other series, classes and subclasses of Citibank Credit Card Issuance Trust notes, including other subclasses of notes that are included in the Citiseries as a part of the Class [·] notes or other notes that are included in the Class 201[·]-[·][·] subclass, may be issued by Citibank Credit Card Issuance Trust from time to time without the consent of, or prior notice to, any noteholders.

There is a glossary beginning on page [181] where you will find the definitions of some terms used in this prospectus.

Transaction Parties

Issuing Entity of the Notes Citibank Credit Card Issuance Trust (issuing entity)

Issuing Entity of the Collateral Certificate Citibank Credit Card Master Trust I (master trust)

Sponsor, Servicer, Originator and Depositor Citibank, N.A.

Master Trust Trustee, Indenture Trustee Deutsche Bank Trust Company Americas

Issuance Trust Trustee BNY Mellon Trust of Delaware

Asset Representations Reviewer [Name of Asset Representations Reviewer]

[Derivative Counterparty] [Name of Counterparty]

Securities Offered $[·] [Floating Rate] [[·]%] Class 201[·]-[·][·] Notes of [·] 20[·] (legal maturity date [·] 20[·]).

These Class 201[·]-[·][·] notes are part of a multiple issuance series of notes called the Citiseries. The Citiseries consists of Class A notes, Class B notes and Class C notes. These Class 201[·]-[·][·] notes are a subclass of Class [·] notes of the Citiseries.

1

These Class 201[·]-[·][·] notes are issued by, and are obligations of, Citibank Credit Card Issuance Trust. The issuance trust has issued and expects to issue other classes and subclasses of notes of the Citiseries with different interest rates, payment dates, legal maturity dates and other characteristics. The issuance trust may also issue additional Class 201[·]-[·][·] notes in the future. Holders of these Class 201[·]-[·][·] notes will not receive notice of, or have the right to consent to, any subsequent issuance of notes, including any issuance of additional Class 201[·]-[·][·] notes. See “The Notes—Issuances of New Series, Classes and Subclasses of Notes” in this prospectus.

Multiple Issuance Series The Class  201[·]-[· ][·] notes are a subclass of notes of the Citiseries. The Citiseries is a multiple issuance series. A multiple issuance series is a series of notes consisting of three classes: Class A, Class B and Class C. Each class may consist of multiple subclasses. Notes of any subclass can be issued on any date so long as there are enough outstanding subordinated notes to provide the necessary subordination protection for outstanding and newly issued senior notes. The expected principal payment dates and legal maturity dates of the senior and subordinated classes of a multiple issuance series may be different, and subordinated notes may have expected principal payment dates and legal maturity dates earlier than some or all senior notes of the same series. Subordinated notes will generally not be paid before their legal maturity date, unless, after payment, the remaining subordinated notes provide the required amount of subordination protection for the senior notes of that series.

All of the subordinated notes of a multiple issuance series provide subordination protection to the senior notes of the same series to the extent of the required subordinated amount, regardless of whether the subordinated notes are issued before, at the same time as, or after the senior notes of that series.

[Asset Backed Securities][Other Interests] Not Offered]] [Description of [asset backed securities][other interests] not offered by this prospectus.]

2

[The following relates to fixed-rate notes:]

Interest These Class 201[·]-[·][·] notes will accrue interest at the rate of [·]% per annum.

Interest on these Class 201[·]-[·][·] notes will accrue from the issuance date and will be calculated on the basis of a 360-day year of twelve 30-day months.

The issuance trust will make interest payments on these Class 201[·]-[·][·] notes on the [·] day of each [month or list specific month[s] depending on interest payment frequency], beginning [·] 20[·]. If an event of default or early redemption event occurs with respect to these Class 201[·]-[·][·] notes, or if these Class 201[·]-[·][·] notes are not paid in full on the expected principal payment date, the issuance trust will begin making interest payments on the [·] day of every month. Interest payments due on a day that is not a business day in New York and South Dakota will be made on the following business day.

The payment of accrued interest on a class of notes of the Citiseries from finance charge collections is not senior to or subordinated to payment of interest on any other class of notes of the Citiseries.

[The following relates to floating
-rate notes:]

Interest These Class 201[·]-[·][·] notes will accrue interest at a per annum rate equal to the [·]-month LIBOR rate for U.S. dollar deposits for the applicable interest period [plus] [minus] a margin of [·]%. [However, the interest rate for these Class 201[·]-[·][·] notes for the initial interest period will be determined on [·] [·], 20[·] by reference to a straight-line interpolation—based on the actual number of days in the initial interest period—between [·] and [·] LIBOR.]

Interest on these Class 201[·]-[·][·] notes will accrue from [·] and will be calculated on the basis of the actual number of days in the year divided by a 360-day year.

3

The LIBOR rate for each interest period will be determined by the issuance trust two business days before the beginning of that interest period. For purposes of determining LIBOR, a business day is any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market. The applicable LIBOR rate will be the rate for deposits in U.S. dollars for the applicable interest period which appears on the Reuters Screen LIBOR01 Page (successor to Telerate Page 3750)—or any other page as may replace that page on that service or any successor service for the purpose of displaying comparable rates or prices—as of 11:00 a.m., London time, on that date.

If the LIBOR rate does not appear on the Reuters Screen LIBOR01 Page (successor to Telerate Page 3750)—or any other page as may replace that page on that service or any successor service for the purpose of displaying comparable rates or prices—the LIBOR rate for the applicable interest period will be determined on the basis of the rate at which deposits in U.S. dollars are offered by four major banks in the London interbank market, selected by the issuance trust, at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for the applicable interest period.

The issuance trust will request the principal London office of each reference bank to provide a quotation of its LIBOR rate for the applicable interest period. If at least two quotations are provided as requested, the applicable LIBOR rate will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the applicable LIBOR rate will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the issuance trust, at approximately 11:00 a.m., New York City time, on that day for loans in U.S. dollars to leading European banks for the applicable interest period.

The payment of accrued interest on a class of notes of the Citiseries from finance charge collections is not senior to or subordinated to payment of interest on any other class of notes of the Citiseries.

4

The issuance trust will make interest payments on these Class 201[·]-[·][·] notes on the [·] day of each [month or list specific month[s] depending on interest payment frequency], beginning [·]. Interest payments due on a day that is not a business day in New York and South Dakota will be made on the following business day.

Principal The issuance trust expects to pay the stated principal amount of these Class 201[·]-[·][· ] notes in one payment on [·] [·], 20[·], which is the expected principal payment date, and is obligated to do so if funds are available for that purpose. However, if the stated principal amount of these Class 201[·]-[·][·] notes is not paid in full on the expected principal payment date, noteholders will not have any remedies against the issuance trust until [·] [·], 20[·], the legal maturity date of these Class 201[·]-[·][· ] notes.

If the stated principal amount of these Class 201[·]-[·][·] notes is not paid in full on the expected principal payment date, then subject to the principal payment rules described below under “Subordination,” principal and interest payments on these Class  201[·]-[· ][·] notes will be made monthly until they are paid in full or the legal maturity date occurs, whichever is earlier. However, if the nominal liquidation amount of these Class 201[·]-[·][·] notes has been reduced, the amount of principal collections and finance charge collections available to pay principal of and interest on these Class 201[·]-[·][·] notes will be reduced. The nominal liquidation amount of a class of notes corresponds to the portion of the invested amount of the collateral certificate that is allocable to support that class of notes.

The initial nominal liquidation amount of these Class 201[·]-[·][·] notes is $[·]. If this amount is reduced [by reallocations of principal of these Class [B][C] notes to pay interest on a senior class, or] as a result of charge-offs to the principal receivables in the master trust, and not reimbursed as described in this prospectus, not all of the principal of these Class 201[·]-[·][·] notes will be repaid. For a more detailed discussion of nominal liquidation amount, see “The Notes—Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of Notes” in this prospectus.

5

Principal of these Class 201[·]-[·][·] notes may be paid earlier than the expected principal payment date if an early redemption event or an event of default occurs with respect to these notes. See “Covenants, Events of Default and Early Redemption Events—Early Redemption Events” and “—Events of Default” in this prospectus.

If principal payments on these Class 201[·]-[·][·] notes are made earlier or later than the expected principal payment date, the monthly principal date for principal payments will be the [·] day of each month, or if that day is not a business day, the following business day.

[the following heading will
be included only in prospectuses for
Class A subclasses]

Monthly Accumulation Amount $[·]. This amount is one-twelfth of the initial dollar principal amount of these Class 201[·]-A[·] notes, and is targeted to be deposited in the principal funding subaccount for these Class 201[·]-A[·] notes each month beginning with the twelfth month before the expected principal payment date of these Class 201[·]-A[·] notes. This amount will be increased if the date for beginning the budgeted deposits is postponed, as described under “Deposit and Application of Funds—Targeted Deposits of Principal Collections to the Principal Funding Account—Budgeted Deposits” in this prospectus.

[Outstanding Dollar Principal Amount] $[·]. [Include only for foreign currency notes.]

Subordination; [Credit Enhancement] No payment of principal will be made on any Class B note of the Citiseries[, including these Class 201[·]-B[·] notes,] unless, following the payment, the remaining available subordinated amount of Class B notes of this series is at least equal to the required subordinated amount for the outstanding Class A notes of this series.

Similarly, no payment of principal will be made on any Class C note of the Citiseries[, including these Class 201[·]-C[·] notes,] unless, following the payment, the remaining available subordinated amount of Class C

6

notes of this series is at least equal to the required subordinated amounts for the outstanding Class A notes and Class B notes of this series. However, there are some exceptions to this rule. See “The Notes—Subordination of Principal” and “Deposit and Application of Funds—Limit on Repayments of Subordinated Classes of Multiple Issuance Series” in this prospectus.

[The maximum amount of principal of Class B notes of the Citiseries that may be applied to provide subordination protection to these Class 201[·]-A[·] notes is $[·] ([·]% of the initial principal amount of these Class 201[·]-A[·] notes). The maximum amount of principal of Class C notes of the Citiseries that may be applied to provide subordination protection to these Class 201[·]-A[·] notes is $[·] ([·]% of the initial principal amount of these Class 201[·]-A[·] notes). This amount of principal of Class C notes may also be applied to provide subordination protection to the Class B notes of the Citiseries.] [This language is only for issuance of Class A subclasses.]

[At least $[·] of principal of Class C notes of the Citiseries must be outstanding and available to provide subordination protection to these Class 201[·]-B[·] notes at the time these Class 201[·]-B[·] notes are issued. The maximum amount of principal of Class C notes that may be applied to provide subordination protection to these Class 201[·]-B[·] notes is $[·]. This amount of principal of Class C notes may also be applied to provide subordination protection to the Class A notes of the Citiseries. However, that maximum amount of Class C notes may not be outstanding unless they are required to be issued to provide subordination protection for Class A notes of the Citiseries. See “The Notes—Issuances of New Series, Classes and Subclasses of Notes—Required Subordination Protection in Multiple Issuance Series” and “—Required Subordinated Amount” in this prospectus.] [This language is only for issuances of Class B subclasses.]

[The principal of these Class C notes may be applied to provide subordination protection to the Class A notes and Class B notes of the Citiseries.] [This language is only for issuance of Class C subclasses.]

7

The issuance trust may at any time change the amount of subordination required or available for any class of notes of the Citiseries, [including these Class  201[·]-[· ][·] notes], or the method of computing the amounts of that subordination without the consent of any noteholders so long as the issuance trust has received confirmation from the rating agencies that have rated any outstanding notes of the Citiseries that the change will not result in the rating assigned to any outstanding notes of the Citiseries to be withdrawn or reduced, and the issuance trust has received the tax opinions described in “The Notes—Required Subordinated Amount” in this prospectus.

[See “Deposit and Application of Funds” in this prospectus for a description of the subordination protection of these Class 201[·]-[·][·] notes.]

[the following heading will be included
only in prospectuses for Class C subclasses]

[Class C Reserve Account The issuance trust will establish an unfunded Class C reserve subaccount to provide credit enhancement solely for the holders of these Class 201[·]-C[·] notes. The Class C reserve subaccount will not be funded unless and until surplus finance charge collections fall below the levels described in the table below or an early redemption event or event of default occurs. For a discussion of surplus finance charge collections, see the definition of “Surplus Finance Charge Collections” in the glossary to this prospectus.

The Class C reserve subaccount will be funded each month, as necessary, from finance charge collections allocated to the collateral certificate that month after payment of fees and expenses of the master trust servicer and the indenture trustee, targeted deposits to the interest funding account, reimbursement of charge-offs of principal receivables in the master trust that are allocated to the collateral certificate and reimbursement of any deficits in the nominal liquidation amounts of the notes.

In addition, if a new issuance of notes of the Citiseries results in an increase in the funding deficit of the Class C

8

reserve subaccount, the issuance trust will make a cash deposit to the Class C reserve subaccount in the amount of that increase. See “The Notes—Issuances of New Series, Classes and Subclasses of Notes” in this prospectus.

Funds on deposit in the Class C reserve subaccount will be available to holders of these Class 201[·]-C[·] notes to cover shortfalls of interest payable on interest payment dates. Funds on deposit in the Class C reserve subaccount will also be available to holders of these Class 201[·]-C[·] notes on any day when principal is payable, but only to the extent that the nominal liquidation amount of these Class 201[·]-C[·] notes plus other funds being held by the indenture trustee for payment of principal to holders of these Class 201[·]-C[·] notes is less than the outstanding dollar principal amount of these Class 201[·]-C[·] notes. The nominal liquidation amount of a class of notes corresponds to the portion of the invested amount of the collateral certificate that is allocable to support that class of notes.

No funds will be deposited into the Class C reserve subaccount on the date these Class 201[·]-C[·] notes are issued. The Class C reserve subaccount will be funded if surplus finance charge collections fall below the levels described below. The left column of the table below gives the level of surplus finance charge collections, expressed as a percentage of principal receivables in the master trust allocable to the collateral certificate. The right column gives the percentage of the aggregate outstanding dollar principal amount of notes of the Citiseries that, when multiplied by the ratio which the nominal liquidation amount of these Class 201[·]-C[·] notes bears to the aggregate nominal liquidation amount of all Class C notes of the Citiseries, will be required to be deposited in the Class C reserve subaccount.

Percentage of surplus finance charge
collections, averaged over the three
most recent months
Percentage of aggregate outstanding
dollar principal amount of notes of
the Citiseries

The amount targeted to be in the Class C reserve subaccount will be adjusted monthly to the percentages

9

specified in the table as the surplus finance charge collections rise and fall. If an early redemption event or event of default occurs with respect to these Class 201[·]-C[·] notes, the targeted Class C reserve subaccount amount will be the greater of [·] % of the aggregate outstanding dollar principal amount of notes of the Citiseries and $[·], multiplied by the ratio which the nominal liquidation amount of these Class 201[·]-C[·] notes bears to the aggregate nominal liquidation amount of all Class C notes of the Citiseries.

See “Deposit and Application of Funds—Targeted Deposits to the Class C Reserve Account” in this prospectus.”

Monthly reports concerning the performance of the credit card receivables in the master trust will be filed with the Securities and Exchange Commission. The level of surplus finance charge collections will be included in these publicly-available reports.]

[the following heading will be included
only in prospectuses with interest
rate swaps]

The Interest Rate Swap In order to manage interest rate risk, the issuance trust intends to enter into an interest rate swap with [·], a [·], as swap counterparty. [The swap counterparty provides a wide range of business and banking services, including [·]]. The swap counterparty is rated “[·]” or its equivalent by [at least [·] nationally recognized rating [agency][agencies]]. [If the swap counterparty is Citibank, N.A., include the following: The swap counterparty is the sole owner of the beneficial interest in the issuance trust.]

The interest rate swap will have a notional amount equal to the outstanding dollar principal amount of these Class 201[·]-[·][·] notes and will terminate on the expected principal payment date of these Class 201[·]-[·][·] notes.

Under the interest rate swap, the issuance trust will pay interest monthly to the swap counterparty on the notional amount [at a fixed rate of [·]%][based on a floating rate

10

of interest equal to [·]-month LIBOR plus a margin of 0.[·]% per annum] and the swap counterparty will pay interest monthly to the issuance trust on the notional amount based on the rate of interest applicable to these Class 201[·]-[·][·] notes.

The issuance trust’s net swap payments will be paid out of funds available in the interest funding subaccount for these Class 201[·]-[·][·] notes. Net swap receipts from the swap counterparty will be deposited into the interest funding subaccount for these Class 201[·]-[·][·] notes and will be available to pay interest on these Class 201[·]-[·][·] notes.

Neither a rating downgrade or a default by the swap counterparty nor a termination of the interest rate swap will constitute an early redemption event or an event of default with respect to these Class 201[·]-[·][·] notes, nor affect the obligation of the issuance trust to apply interest and principal on the Class 201[·]-[·][·] notes.

Based on a reasonable good faith estimate of maximum probable exposure, the significance percentage of the interest rate swap is [less than 10%][[·]%].

[If the significance percentage of the interest rate swap is 10% or more, but less than 20%, include selected financial data complying with Item 1115(b)(1) of Regulation AB in this prospectus.]

[If the significance percentage of the interest rate swap is 20% or more, include financial statements complying with Item 1115(b)(2) of Regulation AB in this prospectus.]

Optional Redemption by the Issuance Trust The issuance trust has the right, but not the obligation, to redeem these Class 201[·]-[·][· ] notes in whole but not in part on any day on or after the day on which the aggregate nominal liquidation amount of these Class 201[·]-[·][·] notes is reduced to less than 5% of its initial dollar principal amount. This repurchase option is referred to as a clean-up call. [However, the issuance trust will not redeem subordinated notes[, including these

11

Class 201[·]-B[·] notes,] [, including these Class 201[·]-C[·] notes,] if those notes are required to provide subordination protection for senior classes of notes of the Citiseries.]

If the issuance trust elects to redeem these Class 201[·]-[·][·] notes, it will notify the registered holders of the redemption at least 30 days prior to the redemption date. The redemption price of a note so redeemed will equal 100% of the outstanding dollar principal amount of that note, plus accrued but unpaid interest on the note to but excluding the date of redemption.

If the issuance trust is unable to pay the redemption price in full on the redemption date, monthly payments on these Class 201[·]-[·][·] notes will thereafter be made[, subject to the principal payment rules described above under “Subordination[;Credit Enhancement],”] until the outstanding dollar principal amount of these Class 201[·]-[·][·] notes, plus all accrued and unpaid interest, is paid in full or the legal maturity date occurs, whichever is earlier. Any funds in the principal funding subaccount and interest funding subaccount [and Class C reserve subaccount] for these Class  201[·]-[· ][·] notes will be applied to make the principal and interest payments on these Class 201[·]-[·][·] notes on the redemption date.

Security for the Notes These Class  201[·]-[· ][·] notes are secured by a shared security interest in the collateral certificate and the collection account, but are entitled to the benefits of only that portion of those assets allocated to them under the indenture. These Class 201[·]-[·][·] notes are also secured by a security interest in the applicable principal funding subaccount and the applicable interest funding subaccount[, payments received from the swap counterparty under the interest rate swap,] [and the applicable Class C reserve subaccount]. See “Sources of Funds to Pay the Notes—The Collateral Certificate” and “—The Trust Accounts” in this prospectus.

12

Limited Recourse to the Issuance Trust The sole source of payment for principal of or interest on these Class 201[·]-[·][·] notes is provided by:

• the portion of the principal collections and finance charge collections received by the issuance trust under the collateral certificate and available to these Class 201[·]-[·][·] notes after giving effect to all allocations and reallocations; and

• funds in the applicable trust accounts for these Class 201[·]-[·][·] notes; [and

• payments received from the swap counterparty under the interest rate swap.]

Class 201[·]-[·][·] noteholders will have no recourse to any other assets of the issuance trust or any other person or entity for the payment of principal of or interest on these Class 201[·]-[·][·] notes.

Master Trust Assets and Receivables The collateral certificate, which is the issuance trust’s primary source of funds for the payment of principal of and interest on all of the notes issued by the issuance trust, including these 201[·]-[· ][·] notes, is an investor certificate issued by Citibank Credit Card Master Trust I. The collateral certificate represents an undivided interest in the assets of the master trust. The master trust assets include credit card receivables from selected MasterCard, VISA and American Express revolving credit card accounts that meet the eligibility criteria for inclusion in the master trust. These eligibility criteria are discussed in this prospectus under “The Master Trust—Master Trust Assets.”

The credit card receivables in the master trust consist of principal receivables and finance charge receivables. Principal receivables include amounts charged by cardholders for merchandise and services and amounts advanced to cardholders as cash advances. Finance charge receivables include periodic finance charges, annual membership fees, cash advance fees, late charges and some other fees billed to cardholders, as well as amounts representing a discount from the face amount of principal receivables.

13

The aggregate amount of credit card receivables in the master trust as of [·] [·], 20[·] was $[·], of which $[·] were principal receivables and $[·] were finance charge receivables. Citibank may from time to time execute substantial lump removals of credit card receivables in excess of the required seller’s interest (as determined by the pooling and servicing agreement and the rating agencies). See “The Master Trust Receivables and Accounts” in Annex I of this prospectus for more detailed financial information on the receivables and the accounts.

In addition:

• Citibank may at its option designate additional credit card accounts to the master trust, and the receivables arising in those accounts will then be transferred daily to the master trust.

• If the amount of receivables in the master trust falls below a required minimum amount, Citibank is required to designate additional accounts to the master trust.

• Citibank may also designate newly originated accounts to the master trust. The number of newly originated accounts that may be designated to the master trust is limited to quarterly and yearly maximums.

• Citibank may remove receivables from the master trust by ending the designation of the related account to the master trust.

All additions and removals of accounts are subject to additional conditions. See “The Master Trust—Master Trust Assets” in this prospectus for a fuller description.

The Citiseries As of [·] [·], 20[·], there were [·] subclasses of notes of the Citiseries outstanding, with an aggregate outstanding dollar principal amount of $[·], consisting of:

Class A notes $[·]

Class B notes $[·]

Class C notes $[·]

14

As of [·] [·], 20[·], the weighted average interest rate payable by the issuance trust in respect of the outstanding subclasses of notes of the Citiseries was [·]% per annum, consisting of:

Class A notes [·]% per annum

Class B notes [·]% per annum

Class C notes [·]% per annum

The weighted average interest rate calculation takes into account:

• the actual rate of interest in effect on floating rate notes at the time of calculation; and

• all net payments to be made or received under performing derivative agreements.

No series of issuance trust notes other than the Citiseries is currently outstanding.

For a list and description of each outstanding subclass of notes of the Citiseries, see the issuance trust’s monthly reports filed with the Securities and Exchange Commission on Form 10-D.

Other Master Trust Series The collateral certificate is a certificate of beneficial ownership issued by the master trust. Pursuant to an amended and restated supplement to the pooling and servicing agreement dated May 1, 2009, as amended and restated as of August 9, 2011, as further amended as of July 10, 2012, the master trust issued a new certificate of beneficial interest—the Series 2009 certificate—to the seller in order to provide credit enhancement to the collateral certificate and the notes. The Series 2009 certificate has a fluctuating principal amount which will generally equal 7.66865% of the invested amount of the collateral certificate (which equals the aggregate nominal liquidation amount of all of the issuance trust’s notes). For a description of the Series 2009 certificate, see “The Master Trust—The Series 2009 Certificate” in this prospectus.

In addition to the collateral certificate and the Series 2009 certificate, other master trust certificates may be issued

15

from time to time. See “The Master Trust—Allocation of Collections, Losses and Fees” in this prospectus.

No master trust certificates other than the collateral certificate and the Series 2009 certificate are currently outstanding.

Participation with Other Classes of Notes Each class of notes of the Citiseries, including these Class 201[·]-[·][·] notes, will be included in “[Group 1].” In addition to the Citiseries, the issuance trust may issue other series of notes that are included in [Group 1].

Collections of finance charge receivables allocable to each class of notes in [Group 1] will be aggregated and shared by each class of notes in [Group 1] pro rata based on the applicable interest rate of each class. See “Deposit and Application of Funds—Allocation to Interest Funding Subaccounts” in this prospectus. Under this system, classes of notes in [Group 1] with high interest rates take a larger proportion of the collections of finance charge receivables allocated to [Group 1] than classes of notes with low interest rates. Consequently, the issuance of later classes of notes with high interest rates can have the effect of reducing the finance charge collections available to pay interest on your notes, or available to reimburse reductions in the nominal liquidation amount of your notes.

[Stock Exchange Listing Application will be made to the Irish Stock Exchange for these Class 201[·]-[·][·] notes to be admitted to the Official List and trading on its regulated market. The issuance trust cannot guarantee that the application for the listing will be accepted. You should consult with Arthur Cox Listing Services Limited, the Irish listing agent for these Class 201[·]-[·][·] notes, Earlsfort Centre, Earlsfort Terrace, Dublin, Ireland, phone number: 353-1-618-0000, to determine whether these Class 201[·]-[·][·] notes have been listed on the Irish Stock Exchange.]

[No Listing The Class  201[·]-[· ][·] notes will not be listed on any stock exchange.]

16

Denominations These Class  201[·]-[· ][·] notes will be issued in minimum denominations of $[100,000] and multiples of $[1,000] in excess of that amount.

Ratings The issuance trust will issue these Class 201[·]-[·][·] notes only if they are rated [at least] “[·]” or its equivalent by at least one nationally recognized rating agency. See “Risk Factors—If the ratings of the notes are lowered or withdrawn, or if an unsolicited rating is issued, the market value of the notes could decrease” in this prospectus. Citibank expects at least one nationally recognized rating agency to monitor these Class 201[·]-[·][·] notes as long as they are outstanding.

17

PROSPECTUS SUMMARY

This summary does not contain all the information you may need to make an informed investment decision. You should read this prospectus in its entirety before you purchase any notes.

There is a glossary beginning on page [181] where you will find the definitions of some terms used in this prospectus.

Securities Offered The issuance trust may periodically offer notes in one or more series, class or subclasses. The notes will be issued pursuant to an indenture between the issuance trust and Deutsche Bank Trust Company Americas, as indenture trustee. References to the “notes” in this summary and elsewhere in this prospectus refer to the notes offered by this prospectus, unless the context requires otherwise.

The issuance trust is offering only the Class 201[·]-[·][·] notes by means of this prospectus. The Class 201[·]-[·][·] notes are part of the series of notes called the Citiseries. As of the date of this prospectus, the Citiseries is the only issued and outstanding series of the issuance trust. The Class 201[·]-[·][·] notes are a subclass of Class [·] notes of the Citiseries. When issued, the Class  201[·]-[· ][·] notes will be issued by, and obligations of, Citibank Credit Card Issuance Trust.

Issuance Trust Citibank Credit Card Issuance Trust, a Delaware statutory trust, is the issuing entity in respect of the notes. The issuance trust’s primary asset is the collateral certificate issued by the master trust. The address of the issuance trust is Citibank Credit Card Issuance Trust, c/o Citibank, N.A., as managing beneficiary, 701 East 60th Street, North, Mail Code 1251, Sioux Falls, South Dakota 57117. Its telephone number is (605) 331-1567.

Master Trust Citibank Credit Card Master Trust I is the issuing entity in respect of the collateral certificate, which is the primary asset of the issuance trust. For a description of the collateral certificate, see “Sources of Funds to Pay the Notes—The Collateral Certificate.” The master trust’s assets consist primarily of credit card receivables arising in a portfolio of revolving credit card accounts. For a description of the master trust, see “The Master Trust.”

18

Sponsor and Depositor Citibank, N.A., a national banking association, is the sponsor and depositor of the master trust and the issuance trust.

Citibank (South Dakota), National Association and Citibank (Nevada), National Association formed the master trust and the issuance trust, and transferred the credit card receivables to the master trust. On October 1, 2006, Citibank (Nevada) merged with and into Citibank (South Dakota), with Citibank (South Dakota) as the surviving entity. On July 1, 2011, Citibank (South Dakota) merged with and into Citibank, with Citibank as the surviving entity. References to “Citibank” in this summary and elsewhere in this prospectus include Citibank’s predecessors, Citibank (South Dakota) and Citibank (Nevada), unless the context requires otherwise.

Manager of the Issuance Trust Citibank is the manager of the issuance trust, and is responsible for making determinations with respect to the issuance trust and allocating funds received by the issuance trust. Citibank does not receive a fee for its activities as manager of the issuance trust.

Servicer Citibank is the servicer of the credit card accounts and the master trust, and is responsible for servicing, managing and making collections on the credit card receivables in the master trust, and making determinations with respect to the master trust and allocating funds received by the master trust. For each series of master trust investor certificates, the servicer receives monthly compensation equal to 0.37% per annum of the invested amount of the investor certificates of that series so long as Citibank or an affiliate is the servicer, or 0.77% per annum if there is a different servicer, plus, the investor certificateholders’ portion of finance charge collections that is attributable to interchange up to a maximum amount equal to 1.50% per annum of the invested amount of the investor certificates of that series. The servicer’s fee is paid from finance charge collections allocated to each series of master trust certificates before the finance charge collections are allocated to the collateral certificate or the notes.

19

Master Trust Trustee and Indenture Trustee Deutsche Bank Trust Company Americas, a New York banking corporation, is the trustee of the master trust under the pooling and servicing agreement and the trustee under the indenture for the notes. See “The Master Trust Trustee” and “The Indenture Trustee.”

Issuance Trust Trustee BNY Mellon Trust of Delaware, a Delaware banking corporation, is the trustee of the issuance trust. Under the terms of the trust agreement that established the issuance trust, the role of the issuance trust trustee is limited. See “The Issuance Trust Trustee.”

Asset Representations Reviewer [Name of Asset Representations Reviewer]. See “The Issuance Trust—[Name of Asset Representations Reviewer].”

Series of Notes The notes will be issued in series. Each series will be either a single issuance series or a multiple issuance series.

Single Issuance Series.    A single issuance series is a series of notes consisting of three classes, Class A, Class B and Class C, issued on or about a single date. The expected principal payment dates and legal maturity dates of the subordinated classes of a single issuance series will either be the same as or later than those of the senior classes of that series. No new notes will be issued as part of a single issuance series after the initial issuance date.

The subordinated notes of a single issuance series provide subordination only to the senior notes of that series.

Multiple Issuance Series.    A multiple issuance series is a series of notes consisting of three classes: Class A, Class B and Class C. Each class may consist of multiple subclasses. These Class 201[·]-[·][·] notes are a subclass of the Citiseries Class [·] notes. The Citiseries is a multiple issuance series. Notes of any subclass can be issued on any date so long as there are enough outstanding subordinated notes to provide the necessary subordination protection for outstanding and newly issued senior notes. See “The Notes—Issuances of New Series, Classes and Subclasses of Notes.” The expected principal payment

20

dates and legal maturity dates of the senior and subordinated classes of a multiple issuance series may be different, and subordinated notes may have expected principal payment dates and legal maturity dates earlier than some or all senior notes of the same series.

Subordinated notes will not be paid before their legal maturity date, unless, after payment, the remaining subordinated notes provide the required amount of subordination protection for the senior notes of that series.

All of the subordinated notes of a multiple issuance series provide subordination protection to the senior notes of that series to the extent of the required subordinated amount of the senior notes of that series, regardless of whether the subordinated notes are issued before, at the same time as, or after the senior notes of that series.

Interest Payments [These Class 201[·]-[·][·] notes will accrue interest at a per annum rate equal to the [·]-month LIBOR rate for U.S. dollar deposits for the applicable interest period [plus][minus] a margin of [·].[·]%. However, the interest rate for these Class 201[·]-[·][·] notes for the initial interest period will be determined on [·] [·], [201·] by reference to a straight-line interpolation—based on the actual number of days in the initial interest period—between [·]-month and [·]-month LIBOR.]

Interest on these Class 201[·]-[·][·] notes will accrue from the issuance date and will be calculated on the basis of the actual number of days in the year divided by a 360-day year.

The LIBOR rate for each interest period will be determined by the issuance trust two business days before the beginning of that interest period. For purposes of determining LIBOR, a business day is any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market. The applicable LIBOR rate will be the rate for deposits in U.S. dollars for the applicable interest period which appears on the Reuters Screen LIBOR01 Page (successor to Telerate Page 3750)—or any other page as may replace that page on that service or any successor service for the purpose of displaying comparable rates or prices—as of 11:00 a.m., London time, on that date.

21

If the LIBOR rate does not appear on the Reuters Screen LIBOR01 Page (successor to Telerate Page 3750)—or any other page as may replace that page on that service or any successor service for the purpose of displaying comparable rates or prices—the LIBOR rate for the applicable interest period will be determined on the basis of the rate at which deposits in U.S. dollars are offered by four major banks in the London interbank market, selected by the issuance trust, at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for the applicable interest period.

The issuance trust will request the principal London office of each reference bank to provide a quotation of its LIBOR rate for the applicable interest period. If at least two quotations are provided as requested, the applicable LIBOR rate will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the applicable LIBOR rate will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the issuance trust, at approximately 11:00 a.m., New York City time, on that day for loans in U.S. dollars to leading European banks for the applicable interest period.

The issuance trust will make interest payments on these Class 201[·]-[·][·] notes on the [·] day of each month, beginning [·] [·], [·]. Interest payments due on a day that is not a business day in New York and South Dakota will be made on the following business day. The payment of accrued interest on a class of notes of the Citiseries from finance charge collections is not senior to or subordinated to payment of interest on any other class of notes of the Citiseries.

[These Class A notes will accrue interest at the rate of [·].[·]% per annum. Interest on these Class A notes will accrue from the issuance date and will be calculated on the basis of a 360-day year of twelve 30-day months. The issuance trust will make interest payments on these Class 201[·]-[·][·] notes on the [·] day of each [·] and [·], beginning [·], [201·]. If an event of default or early redemption event occurs with respect to these Class 201[·]-[·][·] notes, or if these Class 201[·]-[·][·]

22

notes are not paid in full on the expected principal payment date, the issuance trust will begin making interest payments on the [·] day of every month. Interest payments due on a day that is not a business day in New York and South Dakota will be made on the following business day. The payment of accrued interest on a class of notes of the Citiseries from finance charge collections is not senior to or subordinated to payment of interest on any other class of notes of the Citiseries.]

Expected Principal Payment Date and Legal Maturity Date The issuance trust expects to pay the stated principal amount of each Class 201[·]-[·][· ] note in one payment on its expected principal payment date. The expected principal payment date of a note is two years before its legal maturity date. The legal maturity date is the date on which a note is legally required to be fully paid. The expected principal payment date and legal maturity date for the Class 201[·]-[·][· ] notes are specified on the cover of this prospectus.

The issuance trust is obligated to pay the stated principal amount of each Class 201[·]-[·][·] note on its expected principal payment date specified on the cover page of this prospectus, or upon the occurrence of an early redemption event or event of default only to the extent that funds are available for that purpose and, in the case of subordinated notes [like the Class 201[·]-[B][C] notes], that payment is permitted by the subordination provisions of the senior notes of the same Citiseries. The remedies a noteholder may exercise following an event of default and acceleration or on the legal maturity date are described in “Covenants, Events of Default and Early Redemption Events—Events of Default” and “Deposit and Application of Funds—Sale of Credit Card Receivables.”

Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of Notes Each note has a stated principal amount, an outstanding dollar principal amount and a nominal liquidation amount.

• Stated Principal Amount.    The stated principal amount of a note is the amount that is stated on the

23

face of the note to be payable to the holder. It can be denominated in U.S. dollars or a foreign currency.

• Outstanding Dollar Principal Amount.    For U.S. dollar notes, the outstanding dollar principal amount will be the same as the stated principal amount, less principal payments to noteholders. For foreign currency notes, the outstanding dollar principal amount will be the U.S. dollar equivalent of the stated principal amount of the notes at the time of issuance, less dollar payments to derivative counterparties with respect to principal.

• Nominal Liquidation Amount.    The nominal liquidation amount of a note is a U.S. dollar amount based on the outstanding dollar principal amount of the note, but after deducting

— all reallocations of principal of that note to pay interest on senior classes of notes of the same series;

— allocations of that note’s proportionate share of the charge-offs of principal receivables in the master trust;

— amounts on deposit in the principal funding subaccount for that note after giving effect to all reallocations to or from that subaccount;

and adding back all reimbursements, from excess finance charge collections allocated to that note, of reallocations of principal collections to pay interest on senior classes of notes or charge-offs of principal receivables in the master trust. Excess finance charge collections are the finance charge collections that remain after the payment of interest and other required payments under the master trust and with respect to the notes. For more information, see the definition of “Excess Finance Charge Collections” in the glossary.

The nominal liquidation amount of a class of notes corresponds to the portion of the invested amount of the collateral certificate that is allocated to support that class of notes.

24

The aggregate nominal liquidation amount of all of the notes is equal to the invested amount of the collateral certificate. The invested amount of the collateral certificate corresponds to the amount of principal receivables in the master trust that is allocated to support the collateral certificate. For a more detailed discussion, see “Invested Amount” in the glossary. Anything that increases or reduces the invested amount of the collateral certificate will also increase or reduce the aggregate nominal liquidation amount of the notes.

See page [(vi)] of this prospectus for a diagram that illustrates the relationship of the seller’s interest, the invested amount of the collateral certificate and the nominal liquidation amount of the notes.

Upon a sale of credit card receivables held by the master trust directed by a class of notes following an event of default and acceleration, or on that class’s legal maturity date, as described in “Deposit and Application of Funds—Sale of Credit Card Receivables,” the nominal liquidation amount of that class will be reduced to zero.

For a detailed discussion of nominal liquidation amount, see “The Notes—Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of Notes.”

Subordination of Principal Payments Principal payments on the Class B notes of the Citiseries [(including these Class 201[·]-B[·] notes)] are subordinated to payments on the Class A notes of the Citiseries [(including the Class 201[·]-A[·] notes)]. Principal payments on the Class C notes of the Citiseries [(including the Class 201[·]-C[·] notes)] are subordinated to payments on the Class A notes of the Citiseries [(including the Class 201[·]-A[·] notes)] and Class B notes of the Citiseries [(including the Class 201[·]-B[·] notes)]. See “The Notes—Subordination of Principal” and “Deposit and Application of Funds” for a discussion of the extent, manner and limitations of the subordination of Class B and Class C notes.

25

Sources of Funds to Pay the Class 201[·]-[·][·] Notes The issuance trust will have the following sources of funds to pay principal and interest on the notes (including the Class 201[·]-[·][·] notes):

• The collateral certificate issued by Citibank Credit Card Master Trust I.    The collateral certificate is an investor certificate issued by the master trust to the issuance trust. It represents an undivided interest in the assets of the master trust. The master trust owns primarily credit card receivables arising in selected MasterCard, VISA and American Express revolving credit card accounts. Citibank transfers the credit card receivables to the master trust in accordance with the terms of a pooling and servicing agreement between Citibank, as seller and servicer, and Deutsche Bank Trust Company Americas, as trustee. Both principal collections and finance charge collections on the receivables will, in general, be allocated pro rata among holders of interests in the master trust—including the collateral certificate—based on the investment in credit card receivables of each interest in the master trust. If collections of receivables allocable to the collateral certificate are less than expected, payments of principal of and interest on the notes could be delayed or remain unpaid.

• Derivative Agreements.    Some classes of notes may have the benefit of interest rate or currency swaps, caps or collars with various counterparties. Citibank or any of its affiliates may be counterparties to a derivative agreement. [The Class 201[·]-[·][·] notes [do not] have the benefit of an [interest rate] [currency] [swap] [cap] [collar].]

• The Trust Accounts.    The issuance trust has established a collection account for the purpose of receiving payments of finance charge collections and principal collections from the master trust payable under the collateral certificate.

The issuance trust has also established a principal funding account, an interest funding account and a Class C reserve account. Each one of those accounts will have

26

subaccounts for a class or subclass of notes of a series. With respect to the Class 201[·]-[·][·] notes, there will be a principal funding subaccount [and][,] interest funding subaccount [and a Class C reserve subaccount]. The issuance trust may also establish supplemental accounts for any series, class or subclass of notes.

Each month, distributions on the collateral certificate will be deposited into the collection account. Those deposits will then be reallocated to

• the principal funding account;

• the interest funding account;

• the Class C reserve account;

• any supplemental account;

• payments under any applicable derivative agreements; and

• the other purposes as specified in “Deposit and Application of Funds.”

Funds on deposit in the principal funding account and the interest funding account will be used to make payments of principal of and interest on the notes.

Allocations of Finance Charge Collections

Finance charge collections allocable to the collateral certificate are applied as follows:

• first, to pay the fees and expenses of, and other amounts due to, the indenture trustee;

• second, to pay interest on notes or to make payments under any applicable derivative agreements;

• third, to reimburse certain reductions in the nominal liquidation amount of notes;

• fourth, to make deposits to the Class C reserve account;

• fifth, to make any other required payment or deposit; and

• sixth, to the issuance trust.

27

See “Deposit and Application of Funds—Allocation of Finance Charge Collections to Accounts” for a fuller description of the application of finance charge collections, and Annex III to this prospectus for a diagram of the allocation of finance charge collections.

Allocations of Principal Collections Principal collections allocable to the collateral certificate are applied as follows:

• first, from principal collections that would be allocated to subordinated classes of notes, to pay any interest on senior classes of notes that cannot be paid from finance charge collections;

• second, to make targeted deposits to the principal funding account; and

• third, to the master trust, to be reinvested in the collateral certificate.

See “Deposit and Application of Funds—Allocation of Principal Collections to Accounts” for a fuller description of the application of principal collections, and Annex IV to this prospectus for a diagram of the allocation of principal collections.

Class C Reserve Account The Class C reserve account will initially not be funded. If the finance charge collections generated by the master trust fall below a level specified [under “The Class  201[·]-[· ][·] Notes—Summary of Terms” in the prospectus][in the prospectus relating to a subclass of the Class C notes], the Class C reserve account will be funded as described under “Deposit and Application of Funds—Targeted Deposits to the Class C Reserve Account.”

Funds on deposit in the Class C reserve account for a subclass of Class C notes will be available to holders of Class C notes [including the Class 201[·]-C[·] notes,] to cover shortfalls of interest payable on interest payment dates. Funds on deposit in the Class C reserve account for a subclass of Class C notes will also be available to holders of Class C notes [including the Class 201[·]-C[·] notes,] on any day when principal is payable, but only to the extent that the nominal liquidation amount of the

28

Class C notes plus funds on deposit in the Class C principal funding account is less than the outstanding dollar principal amount of the Class C notes.

Only the holders of Class C notes [including the Class 201[·]-[·][·] notes] will have the benefit of the Class C reserve [account][subaccount established for the Class 201[·]-[·][·] notes]. See “Deposit and Application of Funds—Withdrawals from the Class C Reserve Account.”

Allocations of Charge-Offs Charge-offs of principal receivables are allocated, first, among each series of notes based on the nominal liquidation amount of all notes in the series and, second, within each series based on the nominal liquidation amount of each class of notes in the series. Charge-offs of principal receivables allocated to senior classes of notes (Class A and Class B) will be reallocated, first, to the Class C notes and then (in the case of Class A notes) to the Class B notes to the extent of the required subordinated amount of the senior class of notes. Charge-offs of principal receivables in excess of the required subordinated amount of a senior class of notes will be allocated among those notes based on their nominal liquidation amount. These allocations will reduce the nominal liquidation amount of those notes. Unless the reduction in the nominal liquidation amount of any class of notes is reimbursed through the reinvestment of Excess Finance Charge Collections or as otherwise described in this prospectus, the stated principal amount of those notes may not be paid in full. In addition, principal shortfalls on the Class C notes may be covered by the Class C Reserve Account. See “The Notes—Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of Notes” and “Deposit and Application of Funds—Final Payment of Notes.”

Limited Recourse to the Issuance Trust The sole source of payment for principal of or interest on the Class 201[·]-[·][·] notes is provided by:

• the portion of the principal collections and finance charge collections received by the issuance trust under the collateral certificate and available to the Class  201[·]-[· ][·] notes after giving effect to all allocations and reallocations;

29

• funds in the applicable trust accounts for the Class 201[·]-[·][·] notes[.][; and]

• [payments received under any applicable derivative agreement for that class of notes.]

Class 201[·]-[·][·] noteholders will have no recourse to any other assets of the issuance trust or any other person or entity for the payment of principal of or interest on the Class  201[·]-[· ][·] notes.

A further restriction applies if a class of notes directs the master trust to sell credit card receivables following an event of default and acceleration, or on the applicable legal maturity date, as described in “Deposit and Application of Funds—Sale of Credit Card Receivables.” In that case, the Class 201[·]-[·][·] notes have recourse only to the proceeds of that sale and investment earnings on those proceeds.

Security for the Notes The notes of all series are secured by a shared security interest in the collateral certificate and the collection account, but each class of notes is entitled to the benefits of only that portion of those assets allocated to it under the indenture.

The Class  201[·]-[· ][·] notes are also secured by

• a security interest in the applicable principal funding subaccount;

• the applicable interest funding subaccount;

• [the applicable Class C reserve subaccount;]

• [any applicable supplemental account; and]

• [by a security interest in any derivative agreement for that class.]

Redemption and Early Redemption of Notes If so determined at the time of issuance, the issuance trust or a noteholder may, at its option, redeem the notes of any series or class before its expected principal payment date. [The Class  201[·]-[· ][·] notes may not, at the option of the [issuance trust] [a Class  201[·]-[· ][·] noteholder] be redeemed before the expected principal payment date for

30

the Class  201[·]-[· ][·] notes.] [The Class 201[·]-[·][·] notes may, at the option of the [issuance trust] [a Class  201[·]-[· ][·] noteholder] be redeemed before the expected principal payment date for the Class 201[·]-[·][·] notes.]

In addition, the issuance trust is required to redeem any note upon the occurrence of an early redemption event with respect to that note, but only to the extent of available funds. Available funds are funds that are available to that note after giving effect to all allocations and reallocations.

In addition, payment of subordinated notes that provide subordination protection to senior notes is limited as described under “Limit on Repayment of All Notes” in this summary. It is not an event of default if the issuance trust fails to redeem a note because it does not have sufficient funds available or because payment of the note is delayed to provide required subordination protection to a senior class of notes.

Early redemption events with respect to the Class 201[·]-[·][·] notes include the following:

• the occurrence of the expected principal payment date of the Class 201[·]-[·][·] notes;

• each of the early amortization events applicable to the collateral certificate, as described under “The Master Trust—Early Amortization Events”;

• mandatory prepayment of the entire collateral certificate resulting from a breach of a representation or warranty by Citibank under the pooling and servicing agreement;

• the amount of surplus finance charge collections averaged over three consecutive months being less than the required level for the most recent month;

• the yield on the portfolio of receivables is less than the weighted average interest rates for all notes that share principal collections with it;

• the issuance trust becomes an “investment company” under the Investment Company Act of 1940;

31

• the occurrence of a PFA Negative Carry Event; and

• [any additional early redemption events to be specified as applicable to the Class  201[·]-[· ][·] notes].

See “Covenants, Events of Default and Early Redemption Events—Early Redemption Events” for a fuller description of the early redemption events and their consequences to holders of notes.

Events of Default The documents that govern the terms and conditions of the Class 201[·]-[·][·] notes include a list of adverse events known as “events of default.” Some events of default result in an automatic acceleration of the Class 201[·]-[·][·] notes, and others result in the right of the holders of the Class  201[·]-[· ][·] notes to demand acceleration after an affirmative vote by holders of more than 50% of the Class 201[·]-[·][·] notes.

Events of default of the Class 201[·]-[·][·] notes include the following:

• the issuance trust fails to pay interest on any Class 201[·]-[·][·] note within five business days of its due date;

• the issuance trust fails to pay in full principal on any Class 201[·]-[·][·] note on its legal maturity date;

• the issuance trust defaults on any covenant or breaches any agreement under the indenture after applicable notice and cure periods, and the default or breach is materially adverse to the Class 201[·]-[·][·] noteholders;

• the occurrence of some events of bankruptcy, insolvency or reorganization of the issuance trust; and

• [any additional events of default to be specified as applicable to the Class 201[·]-[·][·] notes].

Other series, classes or subclasses of notes can have the same or different events of default. See “Covenants, Events of Default and Early Redemption Events—Events of Default” for a fuller description of the events of default and their consequences to holders of notes.

32

It is not an event of default if the stated principal amount of the Class 201[·]-[·][·] notes is not paid on its expected principal payment date.

Event of Default Remedies After an event of default and acceleration of the Class 201[·]-[·][·] notes, funds on deposit in the principal funding subaccount and the interest funding subaccount for the Class 201[·]-[·][·] notes will be applied to pay principal of and interest on the Class 201[·]-[·][·] notes. Then, in each following month, principal collections and finance charge collections allocated to the Class 201[·]-[·][·] notes will be applied to make monthly principal and interest payments on the Class 201[·]-[·][·] notes until the earlier of the date the Class 201[·]-[·][·] notes are paid in full and the legal maturity date of the Class 201[·]-[·][·] notes. [However, because the Class 201[·]-[B[·]][C[· ]] notes are subordinated notes, you will receive full payment of principal of the Class 201[·]-[B[·]][C[·]] notes only if and to the extent that, after giving effect to that payment, the required subordinated amount will be maintained for senior notes in the Citiseries. See “Deposit and Application of Funds—Limit on Repayments of Subordinated Classes of Single Issuance Series” and “—Limit on Repayments of Subordinated Classes of Multiple Issuance Series.”

If an event of default of the Class 201[·]-[·][·] notes occurs and the Class 201[·]-[·][·] notes are accelerated, the indenture trustee may, and at the direction of the majority of the Class 201[·]-[·][·] noteholders will, direct the master trust to sell credit card receivables. However, this sale of receivables may occur only if the conditions specified in “Covenants, Events of Default and Early Redemption Events—Events of Default” are satisfied or on the legal maturity date of the Class  201[·]-[· ][·] notes. The proceeds of a sale of credit card receivables will be deposited directly to the principal funding subaccount for the accelerated Class  201[·]-[· ][·] notes. Upon the sale of the receivables of the accelerated Class  201[·]-[· ][·] notes, the nominal liquidation amount of the Class  201[·]-[· ][·] notes will be reduced to zero. See “Deposit and Application of Funds—Sale of Credit Card Receivables.”

33

Limit on Repayment of All Notes You may not receive full repayment of your Class 201[·]-[·][·] notes if:

• the nominal liquidation amount of your Class 201[·]-[·][·] notes has been reduced by charge-offs of principal receivables in the master trust or as the result of reallocations of principal collections to pay interest on senior classes of notes, and those amounts have not been reimbursed from Excess Finance Charge Collections; or

• receivables are sold after an event of default and acceleration or on the legal maturity date and the proceeds from the sale of receivables are insufficient.

[Because they are subordinated notes, the Class 201[·]-[B][C][·] notes that reach their expected principal payment date, or that have an early redemption event, event of default or other optional or mandatory redemption, will not be paid to the extent that the Class 201[·]-[B][C][·] notes are necessary to provide the required subordinated amount to senior classes of notes of the Citiseries. If the Class 201[·]-[B][C][·] notes cannot be paid because of the subordination provisions of the indenture, prefunding of the principal funding subaccounts for the senior notes of the Citiseries will begin, as described in “Deposit and Application of Funds—Targeted Deposits of Principal Collections to the Principal Funding Account.” After that time, the remaining amount of the Class 201[·]-[B][C][·] notes will be paid only to the extent that:

• enough notes of senior classes of the Citiseries are repaid so that the Class 201[·]-[B][C][·] notes that are paid are no longer necessary to provide the required subordinated amount; or

• new classes of subordinated notes of the Citiseries are issued so that the Class 201[·]-[B][C][·] notes that are paid are no longer necessary to provide the required subordinated amount; or

• the principal funding subaccounts for the senior classes of notes of the Citiseries are fully prefunded so that none of the Class 201[·]-[B][C][·] notes that are paid are necessary to provide the required subordinated amount; or

34

• the Class 201[·]-[B][C][·] notes reach their legal maturity date.

On the legal maturity date of the Class 201[·]-[B][C][·] notes, all amounts on deposit in the principal funding subaccount for the Class 201[·]-[B][C][·] notes, after giving effect to all allocations, reallocations and sales of receivables, will be paid to the Class 201[·]-[B][C][·] noteholders, even if payment would reduce the amount of subordination protection below the required subordinated amount of the senior classes of the Citiseries.]

See “Deposit and Application of Funds—Targeted Deposits of Principal Collections to the Principal Funding Account—Prefunding of the Principal Funding Account for Senior Classes,” and “—Sale of Credit Card Receivables.”

Registration, Clearance and Settlement The Class  201[·]-[· ][·] notes will be registered in the name of The Depository Trust Company or its nominee, and purchasers of the Class 201[·]-[·][·] notes will not be entitled to receive a definitive certificate except under limited circumstances. Owners of the Class 201[·]-[·][·] notes may elect to hold their notes through The Depository Trust Company in the United States or through Clearstream Banking, société anonyme or the Euroclear System in Europe. Transfers will be made in accordance with the rules and operating procedures of those clearing systems. See “The Notes—Book-Entry Notes.”

ERISA Eligibility The indenture permits benefit plans to purchase notes of every class. A fiduciary of a benefit plan should consult its counsel as to whether a purchase of notes by the plan is permitted by ERISA and the Internal Revenue Code.

Tax Status In the opinion of Cravath, Swaine & Moore LLP, special U.S. Federal tax counsel to the issuance trust, for United States federal income tax purposes (1) the Class 201[·]-[·][·] notes will be treated as indebtedness and (2) the issuance trust will not be an association or a publicly traded partnership taxable as a corporation. In addition, the Class 201[·]-[·][·] noteholders will agree, by acquiring notes, to treat the notes as debt of Citibank for federal, state and local income and franchise tax purposes.

35

Record Date The record date for payment of the Class 201[·]-[·][·] notes will be the last day of the month before the related payment date.

Ratings It is a condition to the issuance of any notes that they are rated no lower than the following rating categories by one or more nationally recognized rating agencies:

Note	Rating
Class A	AAA or its equivalent
Class B	A or its equivalent
Class C	BBB or its equivalent

If a class of notes has subclasses, each subclass offered by this prospectus will have the same rating requirement as the class of notes of which it is a part.

The issuance trust may also issue notes not offered by this prospectus that do not meet these rating requirements so long as the issuance trust obtains (i) confirmation from each rating agency that has rated any outstanding notes that the new series, class or subclass of notes to be issued will not cause a reduction, qualification or withdrawal of the ratings of any outstanding notes rated by that rating agency and (ii) appropriate tax opinions.

See “Risk Factors—If the ratings of the notes are lowered or withdrawn, their market value could decrease.”

36

RISK FACTORS

The following is a summary of the material risks that apply to an investment in the notes. The remainder of this prospectus provides much more detailed information about these risks. You should consider the following risk factors in deciding whether to purchase the notes.

There is a glossary beginning on page [181] where you will find the definitions of some terms used in this prospectus.

Only some of the assets of the issuance trust are available for payments on any class of notes

The sole source of payment of principal of or interest on a class of notes is provided by:

• the portion of the principal collections and finance charge collections received by the issuance trust under the collateral certificate and available to that class of notes after giving effect to all allocations and reallocations;

• the applicable trust accounts for that class of notes; and

• payments received under any applicable derivative agreement for that class of notes.

As a result, you must rely only on the particular allocated assets as security for your class of notes for repayment of the principal of and interest on your notes. You will not have recourse to any other assets of the issuance trust or any other person for payment of your notes. See “Sources of Funds to Pay the Notes.”

A further restriction applies if a class of notes directs the master trust to sell credit card receivables following an event of default and acceleration, or on the applicable legal maturity date, as described in “Deposit and Application of Funds—Sale of Credit Card Receivables.” In that case, that class of notes has recourse only to the proceeds of that sale and investment earnings on those proceeds.

Cardholder payment patterns, finance charge rates and credit card usage may affect the timing and amount of payments to you

The amount of principal collections and finance charge collections available to pay your notes on any payment date or to make deposits into the funding accounts will depend on many factors, including:

• the rate of repayment of credit card balances by cardholders, which may be earlier or later than expected;

• the periodic finance charge rates applicable to the accounts designated to the master trust;

• the extent of credit card usage by cardholders, and the creation of additional receivables in the accounts designated to the master trust; and

• the rate of default by cardholders, which means that receivables may not be paid at all.

37

Changes in payment patterns, finance charge rates and credit card usage result from a variety of economic, social and legal factors. Economic factors include the rate of inflation, unemployment levels, the availability and cost of credit (including mortgages) and real estate values. Social factors include consumer and business confidence levels and the public’s attitude about incurring debt and the stigma of personal bankruptcy. In addition, acts of terrorism or natural disasters in the United States and the political and/or military response to any such events may have an adverse effect on general economic conditions, consumer and business confidence and general market liquidity. During periods of economic recession, high unemployment, increased mortgage foreclosure rates and low consumer and business confidence levels, card usage generally declines and delinquency and loss rates generally increase, resulting in a decrease in the amount of finance charge and principal collections, and these changes in card usage, delinquency and loss rates and the amount of finance charge and principal collections may be material. During the financial crisis that began in 2007 and the ensuing economic recession, concerns over the availability and cost of credit, increased mortgage foreclosure rates, declining real estate values and geopolitical issues contributed to increased volatility and diminished expectations for the economy and the markets going forward. These factors, combined with volatile oil prices, declining business and consumer confidence and increased unemployment, precipitated a recession, which resulted in declines in card usage and adverse changes in payment patterns, causing increases in delinquencies and losses in the accounts designated to the master trust. Future changes in conditions in the economy and financial markets could result in declines in card usage, adverse changes in payment patterns and increased delinquencies and losses, which could be material. For some of the legal factors, see “—Legal aspects could affect the timing and amount of payments to you” below. Changes in, or termination of, incentive or other award programs (including under co-brand arrangements) may also affect cardholders’ actions. We cannot predict how or when these or other factors will affect repayment patterns or card use and, consequently, the timing and amount of payments on your notes.

Class A and Class B notes of a multiple issuance series can lose their subordination protection under some circumstances

Class B notes and Class C notes of a multiple issuance series may have expected principal payment dates and legal maturity dates earlier than some or all of the notes of the senior classes of that series.

If notes of a subordinated class reach their expected principal payment date at a time when they are needed to provide subordination protection to the senior classes of the same series, and the issuance trust is unable to issue additional notes of that subordinated class, prefunding of the senior classes of that series will begin. The principal funding subaccounts for the senior classes will be prefunded with monthly collections of principal receivables in the master trust allocable to that series in an amount necessary to maintain the required subordination protection for the senior classes, if available. See “Deposit and Application of Funds—Targeted Deposits of Principal Collections to the Principal Funding Account.”

There will be a two-year period between the expected principal payment date and the legal maturity date of the subordinated notes to prefund the principal funding subaccounts for

38

the senior classes of that series. The subordinated notes will be paid on their legal maturity date, to the extent that funds are available from the applicable Class C reserve subaccount or from proceeds of the sale of receivables or otherwise, whether or not the senior classes of notes of that series have been fully prefunded.

If the rate of repayment of principal receivables in the master trust were to decline to less than an average of 4-  ¹/₂% per month during this two-year prefunding period, then the principal funding subaccounts for the senior classes of notes may not be fully prefunded before the legal maturity date of the subordinated notes. In that event and only to the extent not fully prefunded, the senior classes of that series would lose their subordination protection on the legal maturity date of those subordinated notes, unless additional subordinated notes of that class were issued or a sufficient amount of senior notes of that series have matured so that the remaining outstanding subordinated notes provide the necessary subordination protection.

Since January 2000 the monthly rate of repayment of principal receivables in the master trust has ranged from a low of 15% to a high of more than 27%. Principal payment rates may change due to a variety of factors including economic, social and legal factors, changes in the terms of credit card accounts designated to the master trust or the addition of credit card accounts with different characteristics to the master trust. There can be no assurance that the rate of principal repayment will remain in this range in the future.

Monthly reports concerning the performance of the credit card receivables in the master trust will be filed with the Securities and Exchange Commission. The monthly rate of repayment of principal receivables will be included in these publicly available reports.

You may receive principal payments earlier or later than the expected principal payment date

There is no assurance that the stated principal amount of your notes will be paid on its expected principal payment date.

The effective yield on the credit card receivables owned by the master trust could decrease due to, among other things, a change in periodic finance charges on the accounts, an increase in the level of delinquencies or increased convenience use of the card whereby cardholders pay their credit card balance in full each month and incur no finance charges. A significant decrease in the amount of credit card receivables in the master trust for any reason, including termination of a material co-brand arrangement, could result in an early redemption event and in early payment of your notes, as well as decreased protection to you against defaults on the accounts. If surplus finance charge collections calculated using a three-month moving average decreases below the required surplus finance charge amount, an early redemption event will occur and could result in an early payment of your notes. See “Covenants, Events of Default and Early Redemption Events—Early Redemption Events.” For a discussion of surplus finance charge collections and required surplus finance charge amount, see “Surplus Finance Charge Collections” and “Required Surplus Finance Charge Amount” in the glossary.

39

If, for any reason, cardholders make payments on their credit card accounts later than expected or default on the payments on their credit card accounts the allocations of principal collections to the collateral certificate and to the notes may be reduced, and the principal of the notes may be paid later than expected or not paid at all.

Reductions in the nominal liquidation amount could reduce payment of principal to you

You may not receive full repayment of your notes if the nominal liquidation amount of your notes has been reduced by charge-offs of principal receivables in the master trust or as the result of reallocations of principal collections to pay interest on senior classes of notes, and those amounts have not been reimbursed from Excess Finance Charge Collections. See “Deposit and Application of Funds—Final Payment of the Notes.” For a discussion of nominal liquidation amount, see “The Notes—Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of Notes.”

Allocations of charged-off receivables in the master trust could reduce payments to you

Citibank, as servicer of the master trust, will charge off the receivables arising in the accounts in the master trust portfolio if the receivables become uncollectible or are otherwise more than 179 days delinquent. The collateral certificate will be allocated a portion of these charged-off receivables. If the amount of charged-off receivables allocated to the collateral certificate exceeds the amount of funds available for reimbursement of those charge-offs, the issuance trust, as the holder of the collateral certificate, may not receive a sufficient amount under the collateral certificate to pay the full stated principal amount of your notes. See “The Master Trust Receivables and Accounts—Loss and Delinquency Experience” in Annex I to this prospectus, “Sources of Funds to Pay the Notes—The Collateral Certificate,” “Deposit and Application of Funds—Allocation of Principal Collections to Accounts,” “—Targeted Deposits of Principal Collections to the Principal Funding Account,” “—Reallocation of Funds on Deposit in the Principal Funding Subaccounts” and “—Final Payment of the Notes.”

The rate of charge-offs in the accounts designated to the master trust are subject to a variety of factors which may cause the future rate of charge-offs to differ from current and historical results. These factors include overall conditions in the economy and financial markets, unemployment rates, real estate values and mortgage foreclosure rates. The financial crisis that began in 2007 and the ensuing economic recession and high unemployment and mortgage foreclosure rates resulted in significant increases in net losses in the accounts designated to the master trust. Future weakness in economic conditions could result in increases in net losses in future periods, and such increases could be material.

Reset of interest rate on credit card receivables in the master trust may reduce the amount of finance charge collections available for interest payments on the notes

A majority of the credit card receivables in the master trust bear interest at the prime rate plus a margin. The notes generally bear interest at a fixed or floating rate. If the prime rate declines, the amount of collections of finance charge receivables on the accounts in the master trust may be reduced while the interest payments on fixed rate notes required to be funded out of those collections will remain constant.

40

Changes in the interest rate indices applicable to floating rate notes might not be reflected in the prime rate, resulting in an increase or decrease in the difference between the amount of collections of finance charge receivables on the accounts in the master trust and the amount of interest payable on the floating rate notes.

In addition, a decrease in the difference between collections of finance charge receivables and those collections allocated to make interest payments on the notes could cause an early redemption event which could result in early payment of your notes. See “Covenants, Events of Default and Early Redemption Events—Early Redemption Events.”

Citibank’s ability to change terms of the credit card accounts could alter payment patterns

The master trust owns the credit card receivables generated in designated credit card accounts, but Citibank or one of its affiliates will continue to own the accounts themselves. Citibank or its affiliate thus will have the right to determine the fees, periodic finance charges including the interest rate index used to compute periodic finance charges, and other charges that will apply to the credit card accounts. They may also change the minimum monthly payment or other terms of the accounts. A decrease in the effective yield on the credit card receivables could cause an early redemption event, resulting in an early payment of the notes. See “Covenants, Events of Default and Early Redemption Events—Early Redemption Events.” Also, changes in account terms could affect payment patterns on the credit card receivables, which could cause an acceleration, delay or reduction in the payment of principal of the notes.

In the pooling and servicing agreement, Citibank has agreed—and each affiliate that owns accounts designated to the master trust will agree—generally to avoid taking actions that would

• reduce the portfolio yield of the receivables in the master trust below specified levels;

• change the terms of the credit card accounts designated to the master trust, unless it is changing the terms of all similar accounts in its portfolio; or

• decrease the finance charges on the credit card accounts designated to the master trust below a specified level after the occurrence of an early redemption event resulting from surplus finance charge collections being less than the required surplus finance charge amount.

For a discussion of portfolio yield, surplus finance charge collections and required surplus finance charge amount, see “Portfolio Yield,” “Surplus Finance Charge Collections” and “Required Surplus Finance Charge Amount” in the glossary.

There are no other restrictions in the pooling and servicing agreement on Citibank’s or its affiliates’ ability to change the terms of the credit card accounts designated to the master trust, and we can provide no assurance that finance charges or other fees will not be reduced.

41

Addition of accounts to the master trust may affect credit quality and lessen the issuance trust’s ability to make payments to you

The assets of the master trust, and therefore the assets allocable to the collateral certificate held by the issuance trust, change every day. Citibank may choose, or may be required, to add credit card receivables to the master trust. The credit card accounts from which these receivables arise may have different terms and conditions from the credit card accounts already designated to the master trust. For example, the new credit card accounts may have higher or lower fees or interest rates, or different payment terms. In addition, the composition of the new credit card accounts in terms of FICO^®* score ranges, channels of origination, amount of seasoning or other account metrics may also vary significantly from the credit card accounts already designated to the master trust. The new credit card accounts may have materially different account metrics, such as lower FICO score ranges, higher expected loss rates, riskier origination channels or lower credit standards, and consequently, the new credit card accounts may be of lower credit quality than the credit card accounts currently designated to the master trust. Further, the new credit card accounts may experience materially different usage and payment patterns as compared to existing or removed accounts, which in turn, could materially adversely affect certain characteristics of the master trust such as payment rates and excess spread. If the credit quality or the performance of the assets in the master trust were to deteriorate, the issuance trust’s ability to make payments on the notes could be adversely affected. See “The Master Trust—Master Trust Assets.”

The issuance trust’s ability to make payments on the notes will be impaired if sufficient new credit card receivables are not generated by Citibank. We do not guarantee that new credit card receivables will be created, that any credit card receivables will be added to the master trust or that credit card receivables will be repaid at a particular time or with a particular pattern.

Changes in, or termination of, material co-branding arrangements could adversely affect the performance of the receivables in the master trust and the timing and amount of payments on the notes

Citibank has entered into co-branding arrangements with third parties pursuant to which cardholders earn benefits through card usage, such as frequent flyer miles, rewards points, discounts and rebates. Competition among credit card issuers, including Citibank, for these co­branding arrangements is significant. These co-branding arrangements generally have a fixed term, and may or may not be extended or renewed by the parties at the end of the scheduled term of the arrangements. These co-branding arrangements may also be terminated early in certain circumstances such as a party’s breach of the related program agreement, a material change in financial condition, bankruptcy, merger, consolidation or restructuring, a significant change in law or other similar events. Some of these co-branding arrangements, if not extended or renewed, are scheduled to terminate while the Class 201[·]-[·][·] notes are outstanding.

* FICO^® is a registered trademark of Fair, Issac & Company.

42

A significant portion of the receivables in the master trust relate to credit cards issued under these co-branding arrangements. If any material co-branding arrangement (including the Citibank/American Airlines AAdvantage co-brand program) experiences reduced volume or terminates for any reason, including nonrenewal, early termination or negative developments in the business of the co-brand partner, it could adversely affect the performance of the receivables in the master trust, including usage and payment rates, and the timing and amount of payments on the notes. Some of these co-branding arrangements (including the Citibank/American Airlines AAdvantage co-brand program) provide that, upon scheduled or early termination, the co-brand partner has the option to purchase, or designate a third party to purchase, all or a portion of the receivables generated under the program, which may include receivables that are in the master trust. As of [·], 20[·], if certain of these co-branding arrangements are not extended before the end of their term, approximately [·]% of the master trust’s total receivables would be subject to purchase prior to the expected final payment date of the Class 201[·]-[·][·] notes. Further, upon scheduled or early termination of a co-branding arrangement, cardholders may shift their card usage to credit card issuers other than Citibank. In the case of a scheduled or early termination of a material co-branding arrangement, particularly if there is an exercise of an option to purchase the related receivables, if Citibank is unable to designate alternate accounts to the master trust of similar credit quality and with similar usage and payment rates to the master trust, the performance of the master trust at such time could be adversely affected or an early amortization event could occur and could result in an early payment of your notes. For information about the Citibank/American Airlines AAdvantage co-brand program, see “The Master Trust Receivables and Accounts” in Annex I to this prospectus.

Citibank may not be able to designate new accounts to the master trust when required by the pooling and servicing agreement

The pooling and servicing agreement provides that Citibank must add additional credit card receivables to the master trust if the total amount of principal receivables in the master trust falls below specified percentages of the total invested amounts of investor certificates in the master trust. The total amount of principal receivables in the master trust could decline due to a variety of economic, social and legal factors, as well as changes in, or termination of, incentive or other award programs (including under co-brand arrangements). See “Cardholder payment patterns, finance charge rates and credit card usage may affect the timing and amount of payments to you.” There is no guarantee that Citibank will have enough receivables to add to the master trust. If Citibank does not make an addition of receivables within five business days after the date it is required to do so, an early amortization event will occur with respect to the collateral certificate. This would constitute an early redemption event and could result in an early payment of your notes. See “The Master Trust—Master Trust Assets” and “—Early Amortization Events” and “Covenants, Events of Default and Early Redemption Events—Early Redemption Events.”

43

Class B notes and Class C notes bear losses before Class A notes

Class B notes of a series are subordinated in right of payment of principal to Class A notes of that series, and Class C notes of a series are subordinated in right of payment of principal to Class A notes and Class B notes of that series. In general, interest payments on a class of notes are not subordinated in right of payment to interest payments on any other class of notes.

In all series, principal collections that are allocable to subordinated classes of notes may be reallocated to pay interest on senior classes of notes of that series. In addition, losses on charged-off receivables in the master trust are allocated first to the subordinated classes of a series. See “The Notes—Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of Notes—Nominal Liquidation Amount” and “Deposit and Application of Funds—Allocation of Principal Collections to Accounts.” If these reallocations and losses are not reimbursed from Excess Finance Charge Collections, the full stated principal amount of the subordinated classes of notes may not be repaid.

If there is a sale of the credit card receivables owned by the master trust due to a sale or repurchase of the interest represented by the collateral certificate after a default by the servicer of the master trust, the net proceeds of the sale allocable to principal payments with respect to the collateral certificate will generally be used first to pay amounts due to Class A noteholders, next to pay amounts due to Class B noteholders of that series, and lastly, for amounts due to Class C noteholders. This could cause a loss to Class C noteholders, if the amount available to them plus the amount, if any, available under their credit enhancement—the applicable Class C reserve account—is not enough to pay the Class C notes in full. It could also cause a loss to Class B noteholders if the amount available to them plus the amount, if any, available under their credit enhancement—the applicable Class C notes—is not enough to pay the Class B notes in full.

Payment of Class B notes and Class C notes may be delayed due to the subordination provisions

For a single issuance series, in general no payment of principal of Class B notes of that series will be made until all principal of Class A notes of that series has been paid in full, and no payment of principal of Class C notes of that series will be made until all principal of Class A notes and Class B notes of that series has been paid in full, even if the subordinated notes have reached their expected principal payment date, or have had an early redemption event, event of default or other optional or mandatory redemption. See “The Notes—Subordination of Principal” and “Deposit and Application of Funds—Limit on Repayments of Subordinated Classes of Single Issuance Series.”

For a multiple issuance series, subordinated notes generally, except as noted in the following paragraph, will be paid only to the extent that they are not necessary to provide the required subordinated amount to senior classes of notes of the same series. In addition, if a senior class of notes has reached its expected principal payment date, or has had an early redemption event, event of default or other optional or mandatory redemption, any principal collections allocable to a subordinated class of notes or funds on deposit in the principal

44

funding account for a subordinated class of notes of the same series—other than proceeds of sales of credit card receivables or funds from the Class C reserve account—will be reallocated to the senior class.

If you have subordinated notes of a single issuance series or multiple issuance series that reach their expected principal payment date, or that have an early redemption event, event of default or other optional or mandatory redemption, and your notes cannot be paid because of the subordination provisions of the indenture, prefunding of the principal funding subaccounts for the senior notes of your series will begin, as described in “Deposit and Application of Funds—Targeted Deposits of Principal Collections to the Principal Funding Account.” After that time, your notes will be paid only if, and to the extent that:

• enough notes of senior classes of that series are repaid so that your notes are no longer necessary to provide the required subordinated amount, or

• in the case of multiple issuance series, new classes of subordinated notes of the same series are issued so that your notes are no longer necessary to provide the required subordinated amount, or

• the principal funding subaccounts for the senior classes of notes of that series are fully prefunded so that your notes are no longer necessary to provide the required subordinated amount; or

• your notes reach their legal maturity date.

This may result in a delay or loss of principal payments to holders of subordinated notes. See “Deposit and Application of Funds—Limit on Repayment of Subordinated Classes of Single Issuance Series,” “—Limit on Repayment of Subordinated Classes of Multiple Issuance Series” and “—Targeted Deposits of Principal Collections to the Principal Funding Account—Prefunding of the Principal Funding Account for Senior Classes.”

You may not be able to reinvest any early redemption proceeds in a comparable security

If your notes are redeemed at a time when prevailing interest rates are relatively low, you may not be able to reinvest the redemption proceeds in a comparable security with an effective interest rate as high as that of your notes.

The objective of the asset representations review process is to independently identify non-compliance with a representation or warranty concerning the receivables but no assurance can be given as to its effectiveness

[Name of Asset Representations Reviewer] will act as the asset representations reviewer under the asset representations review agreement. As more particularly described under “New Requirements for SEC Shelf Registration—Asset Representations Review,” once both the delinquency trigger and the voting trigger have been met, the asset representations reviewer will conduct a review of receivables in the master trust portfolio that are 60 or more days delinquent, including the related credit card accounts, for compliance with certain representations and warranties concerning those receivables made in the pooling and servicing

45

agreement. The objective of the review process, including the final determination by the asset representations reviewer, is to independently identify non-compliance with a representation or warranty concerning the receivables. Citibank will investigate any findings of non-compliance contained in the asset representations reviewer’s final report and make a determination regarding whether any such non-compliance constitutes a breach of any contractual provision of any transaction document. If Citibank determines that a breach has occurred, it will provide notice to the master trust and the master trust trustee. See “The Master Trust––Master Trust Assets” for a discussion of the obligations of Citibank and the rights of the master trust trustee and certificateholders, if Citibank breaches certain representations and warranties concerning the receivables made in the pooling and servicing agreement.

None of the accounts or receivables comprising the master trust portfolio have been subject to the asset representations review process, and no assurance can be given that the asset representations review process will achieve the intended result of identifying non-compliance with representations and warranties concerning the receivables. A determination by the asset representations reviewer represents the analysis and the opinion of the reviewer based on the testing related to the performance of its review, and there can be no assurance that any asset representations review will identify all inaccurate representations and warranties concerning the subject receivables. As a result, there can be no assurance that the asset representations review will provide Citibank or the master trust trustee with an effective tool to identify a breach of any contractual provision. Neither investors nor the master trust trustee will be able to change the scope of the testing procedures or any review using the testing procedures, or to contest any finding or determination by the asset representations reviewer.

The asset representations review agreement provides that, in connection with any review, Citibank will grant the asset representations reviewer access to copies of documentation related to the performance of its review of the accounts and receivables. The asset representations reviewer will conduct its review based on the information in the review materials provided to it and other generally available information. Therefore, the asset representations reviewer’s ability to determine if a receivable has failed to comply with a representation or warranty will depend on whether the review materials for that receivable provide a sufficient basis for that conclusion.

Finally, even if none of the representations and warranties concerning the receivables are breached, the receivables may still suffer from delinquencies and charge-offs, and the notes may incur losses or have reduced market values.

Your ability to resell notes may be limited

It may be difficult for you to resell your notes at the time and at the price you desire. We expect that the underwriters of and agents for the notes will make a market in the notes, but no underwriter or agent will be required to do so. Even if a secondary market does develop, it may not provide you with liquidity for the notes, and it may not continue until the maturity of the notes.

46

In addition, some notes have a more limited trading market and experience more price volatility because they were designed for specific investment objectives or strategies. There may be a limited number of buyers when you decide to sell those notes. This may affect the price you receive for the notes or your ability to sell the notes at all.

Moreover, adverse events in financial markets, such as increased illiquidity, devaluation of financial assets in secondary markets and the lowering of ratings on certain asset-backed securities, as experienced during the financial crisis that began in 2007 and the ensuing economic recession, may reduce the market price or adversely affect the liquidity of your notes. You should not purchase notes unless you understand and know you can bear the investment risks.

If the ratings of the notes are lowered or withdrawn, or if an unsolicited rating is issued, the market value of the notes could decrease

The initial rating of a note addresses the likelihood of the payment of interest on that note when due and the ultimate payment of principal of that note by its legal maturity date. The ratings do not address the possibility of an early payment or acceleration of a note, which could be caused by an early redemption event or an event of default. See “Covenants, Events of Default and Early Redemption Events—Early Redemption Events” and “—Events of Default.”

The ratings of the notes are not a recommendation to buy, hold or sell the notes. Any rating of the notes may be lowered or withdrawn entirely at any time by the applicable rating agency. The market value of the notes could decrease if the ratings are lowered or withdrawn. See “Prospectus Summary—Ratings.”

The issuance trust will hire one or more rating agencies and will pay each of them a fee to assign ratings on the notes. Rules promulgated by the Securities and Exchange Commission require that information relating to the notes provided to a hired rating agency also be made available to non-hired nationally recognized statistical rating organizations (NRSROs) to enable them to assign unsolicited ratings on the notes. An unsolicited rating could be assigned at any time, including prior to the closing date. If any non-hired NRSRO assigns an unsolicited rating on the notes, there can be no assurance that such rating will not be lower than the ratings assigned by the hired rating agencies, which could decrease the market value of the notes.

Issuance of additional notes or master trust investor certificates may affect the timing and amount of payments to you

The issuance trust expects to issue notes from time to time, and the master trust may issue new investor certificates from time to time. New notes and master trust investor certificates may be issued without notice to existing noteholders, and without their consent, and may have different terms from outstanding notes and investor certificates. For a description of the conditions that must be met before the master trust can issue new investor

47

certificates or the issuance trust can issue new notes, see “The Master Trust—Master Trust Issuances; Seller’s Interest” and “The Notes—Issuances of New Series, Classes and Subclasses of Notes.”

The issuance of new notes or master trust investor certificates could adversely affect the timing and amount of payments on outstanding notes. For example, if notes issued after your notes have a higher interest rate than your notes, the result could be that there is a smaller amount of finance charge collections available to pay interest on your notes because finance charge collections are allocated among the classes of notes based on the interest accrued on those classes. Also, when new notes or investor certificates are issued, the voting rights of your notes may be diluted. See “Risk Factors—You may have limited control of actions under the indenture and the pooling and servicing agreement.”

Legal aspects could affect the timing and amount of payments to you

Transfer of credit card receivables could be a security interest

Although Citibank sells credit card receivables to the master trust, it is possible that a court could treat those sales as an assignment of collateral for the benefit of the holders of the master trust investor certificates, including the collateral certificate, instead of a sale. If the transfer of credit card receivables to the master trust were to be treated as assignments of collateral rather than sales:

• A tax or government lien on property of Citibank arising before the credit card receivables came into existence may have priority over the master trust’s interest, and therefore over the issuance trust’s interest, in the receivables.

• If the FDIC were appointed as conservator or receiver of Citibank, its administrative expenses may also have priority over the master trust’s interest, and therefore the issuance trust’s interest, in the receivables.

Insolvency or bankruptcy of Citibank could adversely affect you

Citibank is chartered as a national banking association and subject to regulation and supervision primarily by the Office of the Comptroller of the Currency. If Citibank becomes insolvent, is in an unsafe or unsound condition or engages in any violation of law, rule or regulation or unsafe or unsound banking practice that is likely to cause the insolvency or substantial dissipation of assets or earnings of Citibank or weaken the condition of Citibank, or if other similar circumstances occur, the OCC is authorized to appoint the FDIC as conservator or receiver.

If the FDIC were appointed a conservator or receiver for Citibank, then an early amortization event would occur under the pooling and servicing agreement, thus causing an early redemption event for the notes. Under the terms of the pooling and servicing agreement, no new principal receivables would be transferred to the master trust and the master trust trustee would sell the credit card receivables unless holders of more than 50% of the unpaid

48

principal amount of master trust investor certificates of each class of each series, including the collateral certificate, and each other holder, if any, of an interest in the master trust, give the master trust trustee other instructions. In that event

• the master trust would terminate;

• an early amortization event would occur with respect to the collateral certificate, thus causing an early payment of the notes; and

• you would have a loss if proceeds from the sale of the credit card receivables allocable to the collateral certificate were insufficient to pay your notes in full.

However, the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, gives the FDIC powers when it is acting as receiver or conservator for a bank, including the power:

• to prevent the start of an early amortization period under the pooling and servicing agreement, thereby preventing the termination of the master trust and a possible early payment of the notes;

• to continue to require Citibank to transfer new principal receivables to the master trust;

• to prevent the early sale, liquidation or disposition of the credit card receivables in the master trust; and

• to increase the amount or priority of the servicing fee due to Citibank or otherwise alter the terms under which it services the receivables for the master trust or manages the issuance trust.

In addition, if Citibank defaults on its obligations as servicer under the pooling and servicing agreement solely because a conservator or receiver is appointed for it, the conservator or receiver might have the power to prevent either the master trust trustee or the master trust certificateholders from appointing a new servicer under the pooling and servicing agreement.

The transfer of the receivables by Citibank to the master trust has been documented as a sale. If the transfer is respected as a sale under applicable state law, taking account of the principles developed under federal bankruptcy law, and if no fraud or other misconduct has occurred and the pooling and servicing agreement satisfies the regulatory requirements of the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the FDIC as conservator or receiver for Citibank could not reclaim the receivables or limit Citibank’s subsequent transfer or exercise of rights with respect to the receivables. We believe that the FDIC, acting as a receiver or conservator of Citibank, would not interfere with the continued transfer and liquidation of credit card receivables between Citibank and the master trust.

However, the transfer of the receivables by Citibank to the master trust may constitute, under applicable state and federal law, the grant of a security interest rather than a sale. Nevertheless, the FDIC has announced, through the promulgation of a “safe harbor”

49

regulation, that it will refrain from exercising its authority under the FDIA to reclaim, recover or recharacterize a transfer by a bank of financial assets such as the receivables in connection with a securitization if:

• the transfer satisfied the conditions for treatment as a sale under generally accepted accounting principles in effect for reporting periods prior to November 15, 2009 – in other words, the transfer must constitute a sale under Financial Accounting Standard No. 140, but it need not constitute a sale under Financial Accounting Standards Nos. 166 and 167;

• the issuing entity in the securitization was a revolving trust or master trust that had issued securities prior to September 27, 2010;

• the bank received adequate consideration for the transfer at the time of the transfer; and

• the financial assets were not transferred by the bank fraudulently, in contemplation of the bank’s insolvency, or with the intent to hinder, delay, or defraud the bank or its creditors.

The pooling and servicing agreement, the transfer of the receivables by Citibank to the master trust and the issuance by the issuance trust of notes (and the corresponding increase in the invested amount of the collateral certificate) have been structured to satisfy all of these conditions.

If, however, a condition required under the FDIC’s regulation were found not to have been met, the FDIC could seek to recover or reclaim the receivables. We believe the FDIC would not seek to do so, so long as:

• Citibank’s transfer of the receivables to the master trust is the grant of a valid security interest in the receivables to the master trust;

• the security interest is validly perfected before the insolvency of Citibank and was neither taken in contemplation of its insolvency nor with the intent to hinder, delay or defraud Citibank or its creditors; and

• the pooling and servicing agreement is continuously an official record of Citibank and represents a bona fide and arm’s length transaction undertaken for adequate consideration in the ordinary course of business.

The FDIC could, however, assert a contrary position, and seek to:

• avoid the master trust’s security interest in the credit card receivables;

• require the master trust trustee to go through an administrative claims procedure to establish its right to payments collected on the credit card receivables in the master trust;

• request a stay of proceedings with respect to Citibank; or

• repudiate the pooling and servicing agreement and limit the master trust’s resulting claim to “actual direct compensatory damages” measured as of the date of receivership.

50

If the FDIC were to take any of those actions, payments of outstanding principal and interest on the notes could be delayed and possibly reduced.

Regulatory action against Citibank could adversely affect you

The operations and financial condition of Citibank, as a national banking association, are subject to extensive regulation and supervision under federal law. The OCC, which is the primary federal agency empowered to regulate and supervise national banks, has broad enforcement powers over Citibank. These enforcement powers may adversely affect the operations of the issuance trust and/or the master trust and your rights under the securitization agreements prior to the appointment of a receiver or conservator of Citibank.

If, at any time, the OCC were to conclude that any securitization agreement of Citibank, or the performance of any obligation under such an agreement, or any activity of Citibank that is related to the operation of its credit card business or its obligations under the related securitization agreements, constitutes an unsafe or unsound banking practice or violates any law, rule, regulation or written condition or agreement applicable to Citibank, the OCC has the power to order Citibank to, among other things, rescind or amend that securitization agreement, refuse to perform that obligation, terminate that activity or take any other action as the OCC determines to be appropriate, including taking actions that may violate the provisions of that securitization agreement. If the OCC were to reach such a conclusion and ordered Citibank to rescind or amend its securitization agreements or to cease any activity or take any other such actions, payments of outstanding principal and interest on the notes could be delayed or reduced. In addition, Citibank may not be liable to you for contractual damages for complying with such an order and you may not have any legal recourse against that federal agency.

Changes to consumer protection laws may impede Citibank’s origination or collection efforts, change cardholder use patterns, or alter timing and amount of collections

The credit card industry is extensively regulated by federal, state and local consumer protection laws and regulations. Receivables that do not comply with consumer protection laws may not be enforceable against the obligors of those receivables.

The most significant federal consumer protection laws are

• the Truth in Lending Act;

• the Equal Credit Opportunity Act;

• the prohibition on unfair, deceptive and abusive acts and practices in the Dodd-Frank Wall Street Reform and Consumer Protection Act;

• the Fair Credit Reporting Act; and

• the Fair Debt Collection Practices Act.

These laws affect how loans are made, enforced and collected. The United States Congress and the states may pass new laws, or may amend existing laws, to regulate further the credit card industry or to reduce finance charges or other fees applicable to credit card accounts. This could make collection of credit card receivables more difficult for Citibank, as servicer, and could decrease the amount of finance charge receivables received by the master trust and thus available for interest payments on the notes.

51

Changes in applicable federal laws and regulations limiting the finance charges and other fees related to credit card accounts reflect increased scrutiny on practices of credit card issuers. For example, in 2009, the federal Truth in Lending Act, among other laws, was amended by the “Credit Card Accountability, Responsibility and Disclosure Act” (“Credit CARD Act”) to establish fair and transparent practices relating to the extension of credit through consumer credit cards. The Federal Reserve Board also adopted significant revisions to Regulation Z (implementing the federal Truth in Lending Act). The enactment of the Credit CARD Act and the implementation of the Regulation Z rules has had and will continue to have a significant impact on credit card issuers and their practices.

Among the changes, the Credit CARD Act and its implementing regulations limit or prohibit certain increases in annual percentage rates and fees and prohibit credit card issuers from allocating payments in excess of the minimum payment first to the balance with the lowest annual percentage rate.

With respect to increases in annual percentage rates and some fees, and to certain other changes to account terms, credit card issuers are now required to give written notice of such changes to consumers at least 45 days prior to effectiveness and, in some cases, to give the consumer the right to cancel the account before the change effective date. During the first year after a credit card account is opened, credit card issuers are now prohibited from applying increased rates or certain fee increases to an account, except that at any time after account opening, credit card issuers may increase a rate at the expiration of a specified promotional period of six months or longer (provided that the increased rate was disclosed at account opening), may increase a rate and certain fees when the consumer is more than 60 days delinquent or fails to abide by the conditions of a workout arrangement, and may increase a variable rate due to the operation of an index. After the first year following opening of the account, credit card issuers are permitted to increase rates for new transactions pursuant to advance notice under the Credit CARD Act and Regulation Z. A credit card issuer is now required to terminate any rate increase imposed on certain transactions as a result of a delinquency of more than 60 days not later than six months after the date it is imposed if the credit card issuer receives the required minimum payments on time during that period.

In addition to the limitations on increases in interest rates and certain fees on credit card accounts and on the allocation of cardholder payments, the Credit CARD Act among other requirements and restrictions restricts the ability of credit card issuers to charge certain fees and to change certain terms of credit card accounts. With respect to fees, credit card issuers are prohibited from charging overlimit fees unless the consumer has elected to permit the credit card issuer to complete such transactions and are prohibited from charging fees (other than fees for expedited service) based on the particular manner in which the consumer makes a payment. In addition, credit card issuers are prohibited from charging certain fees in excess of 25% of the initial credit limit within one year of the account origination. Credit card issuers are also prohibited from charging fees for violating the terms of a credit card account in excess of the dollar amount associated with the violation.

The Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in 2010, significantly increases the regulation of consumer financial products and services. It created an

52

independent Consumer Financial Protection Bureau with broad powers to develop consumer protection rules for companies that offer consumer financial products or services. The Bureau may, among other measures, determine that an act or practice in connection with the offering or provision of a consumer financial product or service is unfair, deceptive, or abusive. The Bureau also has broad authorities to investigate financial companies, including service providers, for potential violations of federal consumer financial laws. Citibank is unable to predict what specific measures the Bureau may take in applying its regulatory authorities or what new requirements may be adopted in connection with its consumer financial protection mandates. Therefore, no assurances can be given as to the short- or long-term impact of the creation of the Bureau or the nature and extent of regulations to be promulgated by the Bureau on the activities of the issuance trust, the master trust or Citibank, including on the level of receivables held in the master trust and the servicing of those receivables.

In May 2016 the Bureau issued proposed regulations under the Dodd-Frank Act that, among other things, would prohibit the use of class action waivers in arbitration clauses in connection with a broad range of consumer financial products and services, including credit cards. If the proposed regulations were to go into effect as proposed, no assurance can be given that the new rules would not have an adverse effect on Citibank or its credit card business, particularly as a result of increased litigation and related costs.

As a result of ongoing changes occurring in the regulatory environment and the actions of the Bureau and other regulatory agencies, the amount of finance charges and other fees collected by Citibank could decrease, the number of additional accounts originated could decrease, and consumers may choose to use credit cards less frequently. This could be exacerbated should additional new laws and regulations—particularly those regulating the credit card industry or consumer bankruptcy cases—be adopted in the future. Each of these results, independently or collectively, could reduce the effective yield on the credit card receivables in the master trust, which could result in an early redemption event and possible early or reduced payments on your notes.

Under the Servicemembers Civil Relief Act, as amended, any person in military service on active duty may cap the interest rate at 6% per year on any debt—including consumer credit card debt—incurred by that person before active duty began. This relief remains in effect during the entire period that person is on active duty unless a court finds that person’s ability to pay has not been materially affected by military service. The term “interest” in this context includes service charges, renewal charges fees and related charges (other than insurance) in respect of that debt. In addition, subject to judicial discretion, any action or court proceeding in which a person in military service is involved may be stayed if that person’s rights would be prejudiced by denial of a stay. Currently, a small portion of the credit card accounts designated to the master trust may be affected by the limitations and restrictions of the Servicemembers Civil Relief Act. We do not expect that these accounts will have a material adverse effect on investors in the notes.

In July 2015, the Department of Defense published amendments to the regulations implementing the Military Lending Act of 2006. The Military Lending Act provides protections to persons in military service on active duty and their dependents at the time they

53

originate certain types of consumer credit transactions. The amendments expanded the definition of “consumer credit” to include consumer credit cards. Among other things, the Military Lending Act limits interest to 36 percent, prohibits arbitration and prepayment penalties, and requires delivery of special disclosures before provision of consumer credit. The interest rate cap of 36 percent includes finance charges under Regulation Z, as well as other charges defined as interest by the Military Lending Act, which includes service charges, renewal charges, credit insurance premiums, and credit-related ancillary products. The revised regulation will impact Citibank’s origination practices by imposing additional requirements for credit cards issued to qualifying military borrowers and their dependents. The final rule became effective on October 1, 2015, and compliance with these regulations is required with respect to consumer credit cards by October 3, 2017, subject to a potential extension of the compliance date for an additional year.

Citibank makes representations and warranties about its compliance with applicable state and federal laws and regulations, and about the validity and enforceability of the credit card receivables and the accounts. These representations and warranties are made for the benefit of the holders of investor certificates under the master trust, and are not made for your benefit. If the credit card receivables do not comply with applicable state and federal law in all material respects, the issuance trust’s interest in the receivables will be reassigned to Citibank, and you will have no other remedy.

A breach of the representations and warranties relating to the credit card receivables and accounts generally results in the seller’s interest being reduced by the amount of the reassigned receivables. However, a breach of some representations and warranties results in Citibank paying a reassignment price for the receivables generally equal to the aggregate invested amount of all series of investor certificates, including the collateral certificate and the Series 2009 certificate, issued by the master trust, plus accrued and unpaid interest on those certificates. See “The Master Trust—Master Trust Assets.” A breach of these representations and warranties could result in a possible early payment of the notes.

Litigation against Citibank or affecting the credit card industry could adversely affect you

Citibank and its affiliates are, from time to time, subject to various legal proceedings arising out of their credit card origination and servicing activities. In addition, we have been named as defendants in litigation affecting the credit industry in general. For example, over the past several years, MasterCard and VISA, as well as some of their member banks, have been involved in several different lawsuits challenging various practices of MasterCard and VISA, and we have been named as defendants in some of these lawsuits. See “Legal Proceedings” for a description of pending legal proceedings to which we are parties that we believe could be material to investors in the notes. We cannot assure you that we will not be adversely affected in the future either by lawsuits against us or affecting the credit card industry generally. We cannot predict at this time whether or when any such lawsuits will be instituted or their potential effects on Citibank, its credit card business, the credit card receivables in the master trust or the notes issued by the issuance trust nor can we assure you that such effects will not be material.

54

Financial regulatory reforms could have a significant impact on the activities of the issuance trust, the master trust or Citibank

The Dodd-Frank Wall Street Reform and Consumer Protection Act enacts extensive changes to the laws regulating financial services firms and financial products and services. Among other things, the Dodd-Frank Act has created new federal regulatory agencies and eliminated certain others, and grants authorities and responsibilities to existing regulatory agencies, including authorities to identify and address emerging systemic risks posed by the activities of financial services firms. In addition, the Dodd-Frank Act has established a new system for the orderly liquidation of certain systemically significant financial entities, including Citigroup Inc. and its significant legal entities such as Citibank. The Dodd-Frank Act also provides for enhanced regulation of derivatives and asset-backed securities, certain prohibitions and restrictions on the ability of a banking entity to engage in proprietary trading, restrictions on executive compensation, heightened capital and liquidity requirements for banks and enhanced oversight of credit rating agencies. The Dodd-Frank Act has created a new consumer protection regulator, the Consumer Financial Protection Bureau, that regulates consumer financial products and services. The Dodd-Frank Act also limits the ability of federal financial laws to preempt state and local consumer financial laws.

Due to the Dodd-Frank Act, federal agencies have adopted extensive regulations and also, as noted above, gives several agencies broad power to set new regulations that may affect Citibank’s credit card business. It is not clear, however, what form future regulations will ultimately take, or how the master trust, the issuance trust or Citibank will be affected.

No assurance can be given that the Dodd-Frank Act or any regulations adopted under the Act will not have an adverse impact on the activities of the issuance trust, the master trust or Citibank, including on the level of receivables held in the master trust, the servicing of those receivables, the structure of Citibank’s credit card securitization program, and the amount of notes issued by the issuance trust in the future.

Competition in the credit card industry could affect the timing and amount of payments to you

The credit card industry is very competitive and operates in a legal and regulatory environment increasingly focused on the cost of services charged to consumers for credit cards. Through advertising, target marketing, pricing competition and incentive programs, credit card issuers compete to attract and retain customers. Citibank and other credit card issuers may offer cards with different benefits or lower fees and/or finance charges than the credit card accounts that have been designated as part of the master trust. Also, Citibank or any of its affiliates that own accounts designated to the master trust may solicit existing cardholders to open other accounts with benefits not available under the designated accounts. If cardholders choose to use competing sources of credit, the rate at which new credit card receivables are generated may be reduced and the pattern of payments may be affected. If the credit card receivables decline significantly, Citibank may be required to designate additional accounts to the master trust, or an early amortization event with respect to the collateral certificate could occur and the notes could be paid early.

55

You may have limited control of actions under the indenture and the pooling and servicing agreement

Under the indenture, some actions require the vote of noteholders holding a specified percentage of the aggregate outstanding dollar principal amount of notes of a series, class or subclass or all the notes. These actions include accelerating the payment of principal of the notes or consenting to amendments relating to the collateral certificate. In the case of votes by series or votes by holders of all of the notes, the Class A outstanding dollar principal amount will generally be substantially greater than the Class B or Class C outstanding dollar principal amounts. Consequently, the Class A noteholders will generally have the ability to determine whether and what actions should be taken. The Class B and Class C noteholders will generally need the concurrence of the Class A noteholders to cause actions to be taken.

The collateral certificate is an investor certificate under the pooling and servicing agreement, and noteholders have indirect voting rights under the pooling and servicing agreement. See “Meetings, Voting and Amendments.” Under the pooling and servicing agreement, some actions require the vote of a specified percentage of the aggregate principal amount of all of the investor certificates. These actions include causing the early amortization of the investor certificates or consenting to amendments to the pooling and servicing agreement. In the case of votes by holders of all of the investor certificates, the outstanding principal amount of the collateral certificate is and may continue to be substantially smaller than the outstanding principal amount of the other series of investor certificates. Consequently, the holders of investor certificates—other than the collateral certificate—will generally have the ability to determine whether and what actions should be taken. The noteholders, in exercising their voting powers under the collateral certificate, will generally need the concurrence of the holders of the other investor certificates to cause actions to be taken.

Your remedies upon default may be limited

Your remedies may be limited if an event of default under your class of notes occurs. After an event of default affecting your class of notes, any funds in the principal funding subaccount and the interest funding subaccount with respect to that class of notes will be applied to pay principal of and interest on those notes or reallocated or retained for the benefit of senior classes of notes. Then, in each following month, principal collections and finance charge collections allocated to those notes will either be deposited into the applicable principal funding subaccount or interest funding subaccount, and applied to make monthly principal and interest payments on those notes or reallocated or retained for the benefit of senior classes of notes until the earlier of the date those notes are no longer necessary to provide subordination protection for senior classes of notes or until the legal maturity date of those notes.

Any funds in the applicable principal funding subaccount that are not reallocated to other classes of that series, any funds in the applicable interest funding subaccount, and in the case of Class C notes, any funds in the applicable Class C reserve account, will be available to pay principal of and interest on that class of notes. However, if your notes are Class B notes or Class C notes, you generally will receive full payment of principal of those notes only if and to the extent that, after giving effect to that payment, the required subordinated amount will be maintained for the senior classes of notes in that series. See “Risk Factors—Payment of Class B notes and Class C notes may be delayed due to the subordination provisions.”

56

Following an event of default and acceleration, and on the applicable legal maturity date, holders of notes will have the ability to direct a sale of credit card receivables—or a sale of interests in credit card receivables—held by the master trust only under the limited circumstances as described in “Covenants, Events of Default and Early Redemption Events—Events of Default” and “Deposit and Application of Funds—Sale of Credit Card Receivables.” Even if a sale of receivables is permitted, we can give no assurance that the proceeds of the sale will be enough to pay unpaid principal of and interest on the accelerated notes.

Payments on your notes may be delayed, reduced or otherwise adversely affected if the servicer fails to perform its servicing obligations

As servicer, Citibank is responsible for collecting and depositing all funds received on the receivables in the master trust and for reporting the amounts of such funds received. The failure by the servicer to deposit these funds on a timely basis could result in insufficient cash being available to cover amounts payable on your notes when such amounts are due. In addition, the failure by the servicer to report accurately the amount or character of funds received could result in incorrect amounts being paid on your notes.

If the servicer’s failure to perform its obligations results in a servicer default, as discussed under “The Master Trust—The Servicer—Resignation and Removal of the Servicer,” the master trust trustee could terminate Citibank as servicer and appoint a successor servicer. A transfer of servicing obligations to a successor servicer could have a disruptive effect on the collection and deposit of funds received on the master trust receivables, resulting in delays or shortfalls in payments due on your notes. If a successor servicer has not been appointed or has not accepted its appointment at the time when the servicer ceases to act as servicer, the master trust trustee will automatically be appointed the successor servicer.

Citibank’s Operational Systems and Networks Have Been, and Will Continue to Be, Subject to an Increasing Risk of Continually Evolving Cybersecurity or Other Technological Risks Which Could Result in the Disclosure of Confidential Client or Customer Information, Damage to Citi’s Reputation, Additional Costs to Citi, Regulatory Penalties and Financial Losses.

Citibank’s credit card business relies heavily on the secure processing, storage and transmission of significant amounts of personal and client-specific information for its customers and partners and must accurately record and reflect their extensive account transactions. Citibank’s computer systems, software and networks are subject to ongoing cyber incidents such as unauthorized access; loss or destruction of data (including confidential client information); account takeovers; unavailability of service; computer viruses or other malicious code; cyber attacks; and other events. These threats may arise from human error, fraud or malice on the part of employees or third parties, or may result from accidental technological failure. Additional challenges are posed by external parties, including extremist parties and certain foreign state actors that engage in cyber activities as a means to promote political ends. As further evidence of the increasing and potentially significant impact of cyber incidents, during 2014 and 2015, certain U.S. financial institutions reported cyber incidents affecting their computer systems that resulted in the data of millions of customers being

57

compromised. In addition, several U.S. retailers and other multinational companies reported cyber incidents that compromised customer data, including credit card account data.

While these incidents did not impact, or did not have a material impact, on the issuance trust, the master trust or Citibank, Citibank has been subject to other intentional cyber incidents from external sources over the last several years, including (i) denial of service attacks, which attempted to interrupt service to clients and customers; (ii) data breaches, which aimed to obtain unauthorized access to customer account data; and (iii) malicious software attacks on client systems, which attempted to allow unauthorized entrance to Citibank’s systems under the guise of a client and the extraction of client data. While Citibank’s monitoring and protection services were able to detect and respond to the incidents targeting its systems before they became significant, they still resulted in losses in some instances as well as increases in expenditures to monitor against the threat of similar future cyber incidents. There can be no assurance that such cyber incidents will not occur again, and they could occur more frequently and on a more significant scale.

Although Citibank devotes significant resources to implement, maintain, monitor and regularly upgrade its systems and networks with measures such as intrusion detection and prevention and firewalls to safeguard critical business applications, there is no guarantee that these measures or any other measures can provide absolute security. In addition, because the methods used to cause cyber attacks change frequently or, in some cases, are not recognized until launched, Citibank may be unable to implement effective preventive measures or proactively address these methods.

If Citibank were to be subject to a cyber incident, it could result in the disclosure of confidential client information, damage to Citibank’s reputation with its customers and partners, additional costs to Citi (such as repairing systems, replacing customer payment cards or adding new personnel or protection technologies), regulatory penalties, exposure to litigation and other financial losses to both Citibank and its customers and partners. Such events could also cause interruptions or malfunctions in the operations of Citibanks credit card business, as well as the operations of its customers or other third parties.

THE ISSUANCE TRUST

Citibank Credit Card Issuance Trust is the issuing entity in respect of the notes. It is a Delaware statutory trust formed by Citibank (South Dakota) and Citibank (Nevada) on September 12, 2000.

The governing documents of the issuance trust provide that it exists for the exclusive purposes of:

• acquiring and holding the collateral certificate and other trust assets, including the proceeds of these assets;

• issuing series of notes, including the Class 201[·]-[·][·] notes;

• making payments on the notes; and

• engaging in other activities that are necessary or incidental to accomplish these limited purposes.

58

The issuance trust is operated pursuant to a trust agreement between Citibank and BNY Mellon Trust of Delaware, as trustee. The issuance trust does not have any officers or directors. Its manager is Citibank. As manager of the issuance trust, Citibank will generally direct the actions to be taken by the issuance trust.

The assets of the issuance trust consist primarily of:

• the collateral certificate;

• derivative agreements that the issuance trust enters into from time to time to manage interest rate or currency risk relating to some classes of notes; and

• the trust accounts.

The issuance trust does not expect to have any other significant assets. Under the terms of the trust agreement, the issuance trust is not permitted to incur any indebtedness for money borrowed or incur any obligations except in connection with the purposes set forth in the trust agreement.

Bankruptcy Matters Relating to the Issuance Trust

The issuance trust intends to operate in a manner that will minimize the likelihood of bankruptcy proceedings being filed by or against the issuance trust and minimize the likelihood that there would be claims against the issuance trust if bankruptcy proceedings were commenced. The issuance trust has not engaged in and does not intend to engage in any activity other than acquiring and holding the collateral certificate and other issuance trust assets, issuing series of notes, making payments on the notes, and engaging in other activities that are necessary or incidental to accomplish these limited purposes. The issuance trust has no officers or directors and does not intend to conduct unrelated business activities. The obligation of the issuance trust to make payments under the indenture is limited in recourse to the extent that proceeds from the principal and finance charge receivables received on the collateral certificate and other issuance trust assets are available to make such payments. The indenture includes a non-petition covenant prohibiting the indenture trustee, any derivative counterparty or any noteholder, from at any time instituting or joining in a bankruptcy proceeding against the issuance trust in connection with the notes, the indenture or any derivative agreement. The trust agreement that governs the issuance trust’s activities requires that the issuance trust and Citibank are to maintain the issuance trust’s books and records separate and apart from those of any other person, and are to cause the issuance trust to hold itself out as a person separate and apart from any other person; in addition, the issuance trust is prohibited from engaging in any business or owning any assets unrelated to its purposes. Furthermore, the trust agreement prohibits the issuance trust from entering into any voluntary bankruptcy or insolvency proceeding without a finding that the issuance trust’s liabilities exceed its assets or that the issuance trust is unable to pay its debts in a timely manner as they become due. However, the trust agreement does not specify the party permitted to make such a finding. No assurance can be given that a bankruptcy petition will not be filed by or against the issuance trust, thereby resulting in adverse consequences for the holders of the notes.

59

The Owner

Citibank, N.A. is the sole owner of the beneficial interest in the issuance trust. Citibank is sometimes referred to as “CBNA” in this prospectus. Affiliates of Citibank may in the future become owners of beneficial interests in the issuance trust.

Citibank is a national banking association and an indirect wholly owned subsidiary of Citigroup Inc., a Delaware corporation. Citibank was originally organized on June 16, 1812, and is a commercial bank that, along with its subsidiaries and affiliates, offers a wide range of banking and trust services to its customers throughout the United States and the world. As a result of the merger with Citibank (South Dakota), Citibank is one of the nation’s largest credit card issuers. The principal executive office of Citibank is located at 388 Greenwich Street, New York, New York 10013. Its telephone number is (212) 559-1000.

The Issuance Trust Trustee

BNY Mellon Trust of Delaware is the issuance trust trustee under the trust agreement. The issuance trust trustee is a Delaware banking corporation and its principal office is located at 301 Bellevue Parkway, Wilmington, DE 19809

Under the terms of the trust agreement that established the issuance trust, the role of the issuance trust trustee is limited to ministerial actions. All material actions concerning the issuance trust are taken by Citibank as managing beneficiary of the issuance trust.

[Name of Asset Representations Reviewer]

[Name of Asset Representations Reviewer], a [Form/Jurisdiction of Organization] is the asset representations reviewer. [Information regarding the asset representations reviewer to be provided here pursuant to Items 1109(b)(1), 1109(b)(2), and 1119(a)(7) of Regulation AB.]

USE OF PROCEEDS

The issuance trust will pay the proceeds from the sale of a class of notes to Citibank. Citibank will use such proceeds to increase the investor interest of the collateral certificate, acquire additional receivables, and for its general corporate purposes. Citibank will be responsible for the payment of all expenses incurred in connection with the selection and addition of accounts designated to the master trust.

THE NOTES

The notes will be issued pursuant to the indenture. The indenture does not limit the aggregate stated principal amount of notes that may be issued.

The notes will be issued in series. Each series of notes is expected to consist of Class A notes, Class B notes and Class C notes. Each class of notes may have subclasses and may be issued on different days. Whenever a “class” of notes is referred to in this prospectus, it also includes all subclasses of that note, unless the context requires otherwise. References to the

60

“notes” in this prospectus refer to the Class 201[·]-[·][·] notes offered by this prospectus, unless the context requires otherwise.

The issuance trust may issue Class A notes, Class B notes and Class C notes of a series at the same time or at different times, but no Class A notes or Class B notes of a series may be issued unless a sufficient amount of subordinated Class B notes and/or Class C notes of that series have previously been issued and are outstanding. See “—Required Subordinated Amount.” The notes of a series may be included in a group of series for purposes of sharing of principal collections and/or finance charge collections.

The issuance trust may offer notes denominated in any foreign currency.

The noteholders of a particular class may have the benefit of an interest rate or currency swap, cap or collar, for the exclusive benefit of that class. Citibank or any of its affiliates may be counterparties to a derivative agreement.

The issuance trust will pay principal of and interest on a class of notes solely from the portion of finance charge collections and principal collections under the collateral certificate which are available to that class of notes after giving effect to all allocations and reallocations, amounts in any trust account relating to that class of notes, and amounts received under any derivative agreement relating to that class of notes. If those sources are not sufficient to pay the notes of that class, those noteholders will have no recourse to any other assets of the issuance trust or any other person or entity for the payment of principal of or interest on those notes.

The following terms of the notes will be determined in connection with the issuance of such notes:

• the series designation;

• whether the series is a single issuance series or a multiple issuance series;

• if the series will be part of a group of series for purposes of allocations and reallocations of principal collections and/or finance charge collections, the manner and extent to which each series in the group will participate in those allocations and reallocations;

• the stated principal amount of the notes and whether they are Class A notes, Class B notes or Class C notes or a subclass of any of those classes;

• the required subordinated amount, if any, for that class of notes;

• the currency of payment of principal of and interest on the notes, if other than U.S. dollars;

• the price or prices at which the notes will be issued;

• the expected principal payment date of the notes, which will be at least two years before the termination date of the collateral certificate;

• the legal maturity date of the notes, which will be no later than the termination date of the collateral certificate;

• the times at which the notes may, pursuant to any optional or mandatory redemption provisions, be redeemed, and the other terms and provisions of those redemption provisions;

61

• the rate per annum at which the notes will bear interest, if any, or the formula or index on which that rate will be determined, including the relevant definitions, and the date from which interest will accrue;

• the interest payment dates, if any, for the notes;

• if the notes are foreign currency notes, the initial outstanding dollar principal amount of those notes, and the means for calculating the outstanding dollar principal amount of those notes;

• whether or not application will be made to list the notes on any stock exchange;

• any additional events of default or early redemption events for the notes;

• if the notes have the benefit of a derivative agreement, the terms of that agreement and a description of the counterparty to that agreement; and

• any other terms of the notes consistent with the provisions of the indenture.

Holders of notes of any outstanding series, class or subclass will not have the right to prior review of, or consent to, any subsequent issuance of notes, including any issuance from time to time of additional notes of the same series, class or subclass.

Interest

The Class 201[·]-[·][ ·] notes will bear interest at a [fixed] [floating] rate on its outstanding principal amount until final payment of that note as described under “Deposit and Application of Funds—Final Payment of the Notes.”

Each payment of interest on a note will include all interest accrued from the preceding interest payment date—or, for the first interest period, from the issuance date—through the day preceding the current interest payment date, or any other period determined in connection with the issuance of such note. We refer to each period during which interest accrues as an “interest period.” Interest on a note will be due and payable on each interest payment date.

If finance charge collections allocable to the collateral certificate are less than expected, principal collections allocable to the subordinated classes of notes under the collateral certificate may be used to pay interest on the senior classes of notes of the same series. However, this reallocation of principal would reduce the Invested Amount of the collateral certificate, as well as the nominal liquidation amount of the subordinated classes of notes of that series, and thus reduce later principal collections and finance charge collections allocable to the collateral certificate, unless the principal reduction is reimbursed from Excess Finance Charge Collections. See “Deposit and Application of Funds—Allocation of Principal Collections to Accounts.”

If interest on a note is not paid within five business days after it is due an event of default will occur with respect to that note. See “Covenants, Events of Default and Early Redemption Events—Events of Default.”

For a more detailed discussion of interest with respect to the Class  201[·]-[· ][·] notes, see “Prospectus Summary—Interest Payments.”

62

Principal

The timing of payment of principal of a note will be determined in connection with the issuance of such note.

The issuance trust expects to pay the stated principal amount of each note in one payment on that note’s expected principal payment date, and the issuance trust is obligated to do so if funds are available for that purpose. It is not an event of default if the principal of a note is not paid on its expected principal payment date because no funds are available for that purpose or because the notes are required to provide subordination protection to a senior class of notes of the same series. The expected principal payment date for the Class 201[•]-[•][•] notes is specified on the cover of this prospectus.

Principal of a note may be paid earlier than its expected principal payment date if an early redemption event or an event of default occurs. See “Covenants, Events of Default and Early Redemption Events—Early Redemption Events” and “—Events of Default.”

Principal of a note may be paid later than its expected principal payment date if sufficient funds are not allocable from the master trust to the collateral certificate, or are not allocable under the collateral certificate to the series and class of the note to be paid. Each note will have a legal maturity date two years after its expected principal payment date. If the stated principal amount of a note is not paid in full on its legal maturity date, an event of default will occur with respect to that note. See “Covenants, Events of Default and Early Redemption Events—Events of Default.”

See “Risk Factors—You may receive principal payments earlier or later than the expected principal payment date” for a discussion of factors that may affect the timing of principal payments on the notes.

Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of Notes

In order to understand the subordination of the different classes of notes and the allocations of funds to different classes of notes, an investor needs to understand three concepts:

• the stated principal amount of the notes;

• the outstanding dollar principal amount of the notes; and

• the nominal liquidation amount of the notes.

Each class of notes has a stated principal amount, an outstanding dollar principal amount and a nominal liquidation amount.

Stated Principal Amount

The stated principal amount of a class of notes is the amount that is stated on the face of the notes to be payable to the holder. It can be denominated in U.S. dollars or in a foreign currency.

63

Outstanding Dollar Principal Amount

For U.S. dollar notes, the outstanding dollar principal amount will be the same as the stated principal amount, less principal payments to the noteholders. For foreign currency notes, the outstanding dollar principal amount will be the U.S. dollar equivalent of the stated principal amount of the notes, less dollar payments to derivative counterparties with respect to principal. The outstanding dollar principal amount of a class of notes will also be reduced by the dollar principal amount of any note that is held by Citibank, the issuance trust or any of their affiliates and canceled.

Nominal Liquidation Amount

The nominal liquidation amount of a class of notes is a U.S. dollar amount based on the outstanding dollar principal amount of that class of notes, but with some reductions— including reductions from reallocations of principal collections and allocations of charge-offs of credit card receivables in the master trust—and increases described under this heading. The aggregate nominal liquidation amount of all of the notes will always be equal to the Invested Amount of the collateral certificate, and the nominal liquidation amount of a class of notes corresponds to the portion of the Invested Amount of the collateral certificate that would be allocated to that class of notes if the master trust were liquidated.

In most circumstances, the nominal liquidation amount of a class of notes, together with any funds on deposit in the applicable principal funding subaccount, will be equal to the outstanding dollar principal amount of that class. However, if there are reductions in the nominal liquidation amount of a class of notes as a result of reallocations of principal collections from that class to pay interest on senior classes, or as a result of charge-offs of principal receivables in the master trust, there will be a deficit in the nominal liquidation amount of that class. Unless that deficiency is reimbursed through the reinvestment of Excess Finance Charge Collections in the collateral certificate, the stated principal amount of some notes will not be paid in full.

The nominal liquidation amount is used to calculate the maximum amount of funds that may be reallocated from a subordinated class of notes to pay interest on a senior class of notes of the same series. The nominal liquidation amount is also used to calculate the amount of principal collections that can be allocated for payment to a class of notes, or paid to the counterparty to a derivative agreement, if applicable. This means that if the nominal liquidation amount of a class of notes has been reduced by charge-offs of principal receivables in the master trust or by reallocations of principal collections to pay interest on senior classes of notes, the holders of notes with the reduced nominal liquidation amount may receive less than the full stated principal amount of their notes, either because the amount of U.S. dollars allocated to pay them is less than the outstanding dollar principal amount of the notes, or because the amount of U.S. dollars allocated to pay the counterparty to a derivative agreement is less than the amount necessary to obtain enough of the applicable foreign currency for payment of their notes in full.

The nominal liquidation amount of a class of notes may be reduced as follows:

• If there are charge-offs of principal receivables in the master trust, the portion of charge-offs allocated to the collateral certificate will reduce the Invested Amount of

64

the collateral certificate. The reduction allocated to the collateral certificate will then be reallocated among the series of notes pro rata based on the nominal liquidation amount of all notes in the series. Within each series, the reductions will initially be allocated pro rata to each class of notes based on the nominal liquidation amount of that class. Then, the reductions initially allocated to the Class A notes of that series will be reallocated, first, to the Class C notes of that series, and second, to the Class B notes of that series, in each case to the extent of the required subordinated amount of the Class A notes. The reductions initially allocated to the Class B notes of that series will be reallocated to the Class C notes of that series to the extent of the required subordinated amount of the Class B notes.

These reallocations will be made from a senior class to a subordinated class only to the extent that the senior class has not used all of its required subordinated amount. For a single issuance series, the subordination usage limit is the same as the limit described in “Deposit and Application of Funds—Limit on Reallocations of Principal Collections from Subordinated Classes Taken to Benefit Senior Classes of Single Issuance Series.” For multiple issuance series, the subordination usage limit is the same as the limit described in “Deposit and Application of Funds—Limit on Reallocations of Principal Collections from Subordinated Classes Taken to Benefit Senior Classes of Multiple Issuance Series.” Reductions that cannot be reallocated to a subordinated class will reduce the nominal liquidation amount of the class to which the reductions were initially allocated.

• If principal collections are allocated from a subordinated class of notes of a series to pay interest on the senior classes of notes of that series, the nominal liquidation amount of that subordinated class will be reduced by the amount of the reallocations. The amount of the reallocation of principal collections to pay interest on Class A notes will be applied first, to reduce the nominal liquidation amount of Class C notes of the same series to the extent of the required subordinated amount of Class C notes for that class of Class A notes, and second, to reduce the nominal liquidation amount of Class B notes of the same series to the extent of the required subordinated amount of Class B notes for that class of Class A notes. The amount of the reallocation of principal collections to pay interest on Class B notes will be applied to reduce the nominal liquidation amount of Class C notes of the same series to the extent of the required subordination amount of Class C notes for that class of Class B notes. No principal of Class A notes may be reallocated to pay interest on any class of notes. In a multiple issuance series, these reductions will be allocated to each outstanding subclass of the series, based on the nominal liquidation amount of each subclass. See Annex IV to this prospectus for a diagram of the allocation of principal collections.

• The nominal liquidation amount of a class of notes will be reduced by the amount on deposit in its principal funding subaccount after giving effect to all allocations, reallocations and payments. This includes principal collections that are deposited directly into that class’s principal funding subaccount, or reallocated from the principal funding subaccount for a subordinated class.

• The nominal liquidation amount of a class of notes will be reduced by the amount of all payments of principal of that class.

65

• If a class of notes directs a sale of credit card receivables after an event of default and acceleration or on its legal maturity date, its nominal liquidation amount is reduced to zero. See “Deposit and Application of Funds—Sale of Credit Card Receivables.”

There are two ways in which the nominal liquidation amount of a note can be increased.

• If Excess Finance Charge Collections are available, they will be applied to reimburse earlier reductions in nominal liquidation amount from charge-offs of principal receivables in the master trust, or from reallocations of principal collections from subordinated classes to pay interest on senior classes. These reimbursements will be allocated to each series pro rata based on the sum of all unreimbursed reductions of each class in that series. Within each series, the increases will be allocated first, to any Class A notes with a deficiency in their nominal liquidation amount, second, to any Class B notes with a deficiency in their nominal liquidation amount, and third, to any Class C notes with a deficiency in their nominal liquidation amounts. In multiple issuance series, the increases will be allocated to each subclass of a class pro rata based on the deficiency in the nominal liquidation amount in each subclass.

• If principal collections have been reallocated from the principal funding subaccount for a subordinated class to the principal funding subaccount for a senior class of notes of the same series, the nominal liquidation amount of the subordinated class will be increased by the amount of the reallocation, and the nominal liquidation amount of the senior class will be reduced by the same amount.

If the nominal liquidation amount of your notes has been reduced by charge-offs of principal receivables in the master trust and reallocations of principal collections to pay interest on senior classes of notes, and the reduction has not been reimbursed from Excess Finance Charge Collections, you will likely not receive repayment of all of your principal. See “Deposit and Application of Funds—Final Payment of the Notes.”

The nominal liquidation amount of a class of notes may not be reduced below zero, and may not be increased above the outstanding dollar principal amount of that class of notes, less any amounts on deposit in the applicable principal funding subaccount.

If a note held by Citibank, the issuance trust or any of their affiliates is canceled, the nominal liquidation amount of that note is reduced to zero, with a corresponding reduction in the Invested Amount of the collateral certificate.

For a single issuance series, the cumulative amount of reductions of the nominal liquidation amount of any class of notes due to reallocation of principal collections to pay interest on senior classes of notes and charge-offs of principal receivables in the master trust cannot exceed the outstanding dollar principal amount of that class. See “Deposit and Application of Funds—Limit on Reallocations of Principal Collections from Subordinated Classes Taken to Benefit Senior Classes of Single Issuance Series.”

For Class B notes and Class C notes of a multiple issuance series like the Citiseries, the reductions in the nominal liquidation amount due to reallocation of principal collections to pay

66

interest on senior classes of notes and charge-offs of principal receivables in the master trust may be allocated to a subclass of Class C notes and Class B notes only to the extent that subordination of that series is available. Subordination is limited so that no senior class of notes can utilize more than its required subordinated amount of subordinated classes of notes of the same series as described in “Deposit and Application of Funds—Limit on Reallocations of Principal Collections from Subordinated Classes Taken to Benefit Senior Classes of Multiple Issuance Series.”

Because reductions to the nominal liquidation amount are limited as described in the prior two paragraphs, it is possible that the nominal liquidation amount of a subordinated class will be greater than zero, but no further reductions will be allocated to that class, and any further reductions will be allocated to the next senior class in that series. This can occur, for example, when the nominal liquidation amount of a class of Class C notes of a series has been reduced to zero as a result of the allocation of charge-offs of principal receivables in the master trust to that class and the reallocation of principal collections from that class to pay interest on senior classes of notes, but the reduction in the Class C nominal liquidation amount is later reimbursed from Excess Finance Charge Collections. Because the nominal liquidation amount of those Class C notes has been reduced to zero, the Class A notes and Class B notes of that series have received the full benefit of the subordination of those Class C notes, and no further reductions will be allocated to those Class C notes, even if those Class C notes later have a positive nominal liquidation amount from reimbursements. However, in the case of multiple issuance series like the Citiseries, reimbursements of reductions in the nominal liquidation amount of subordinated classes of notes may be counted toward the required subordinated amount of senior classes of that series, but only for subclasses that are issued after the date of that reimbursement. See “—Subordination of Principal.”

Allocations of charge-offs of principal receivables in the master trust and reallocations of principal collections to senior classes of notes reduce the nominal liquidation amount of outstanding notes only, and do not affect notes that are issued after that time.

Subordination of Principal

Principal payments on Class B notes and Class C notes of a series are subordinated to payments on Class A notes of that series. Subordination of Class B notes and Class C notes of a series provides credit enhancement for Class A notes of that series.

Principal payments on Class C notes of a series are subordinated to payments on Class A notes and Class B notes of that series. Subordination of Class C notes of a series provides credit enhancement for the Class A notes and Class B notes of that series.

In all series, principal collections that are allocable to subordinated classes of notes may be reallocated to pay interest on senior classes of notes of that series. In addition, losses of charged-off receivables in the master trust are allocated first to the subordinated classes of a series. See “The Notes—Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of Notes—Nominal Liquidation Amount” and “Deposit and Application of Funds—Allocation of Principal Collections to Accounts,” and Annex IV to this prospectus for a diagram of the allocation of principal collections.

67

In a single issuance series, no principal payments will be made on a subordinated class of notes of that series until all principal of the senior classes of notes of that series has been paid in full. However, there are several exceptions to this rule. Principal may be paid to the holders of subordinated classes while notes of senior classes of that series are still outstanding under the following circumstances:

• If the nominal liquidation amount of a subordinated class has been reduced as a result of an allocation of charge-offs of principal receivables to that class or reallocation of principal collections from that class to pay interest on a senior class, and that reduction is later reimbursed from Excess Finance Charge Collections, the amount of that reimbursement is no longer subordinated to the senior classes of that series and may be paid to the holders of the subordinated class while those notes of senior classes are still outstanding.

• If the principal funding subaccounts for the senior classes of notes of a series have been prefunded as described in “Deposit and Application of Funds—Targeted Deposits of Principal Collections to the Principal Funding Account—Prefunding of the Principal Funding Account for Senior Classes,” the subordinated classes of notes of that series may be paid.

• Class C notes may be paid with funds available from the applicable Class C reserve subaccount. See “Deposit and Application of Funds—Withdrawals from the Class C Reserve Account.”

In a multiple issuance series like the Citiseries, payment of principal may be made on a subordinated class of notes of that series before payment in full of each senior class of notes of that series but only under the following circumstances:

• If after giving effect to the proposed principal payment there is still a sufficient principal amount of subordinated notes to support the outstanding senior notes of that series. See “Deposit and Application of Funds—Limit on Repayments of Subordinated Classes of Multiple Issuance Series.” For example, if a subclass of Class A notes has matured and been repaid, this generally means that at least some Class B notes and Class C notes may be repaid, even if other subclasses of Class A notes are outstanding and require reallocation of principal collections from subordinated classes.

• If the nominal liquidation amount of a subordinated class has been reduced as a result of allocation of charge-offs of principal receivables in the master trust to that class or reallocation of principal collections from that class to pay interest on a senior class, and that reduction is later reimbursed from Excess Finance Charge Collections, then the amount of that reimbursement is no longer subordinated to the senior classes of notes of that series that were outstanding before the date of reimbursement and may be paid to the holders of the subordinated class while those notes of senior classes are still outstanding. However, that reimbursed amount of a subordinated class of notes is subordinated to the senior classes of notes that are issued on or after the date of the reimbursement.

68

• Subordinated classes of notes of a multiple issuance series may be paid before senior classes of notes of that series if the principal funding subaccounts for the senior classes of notes have been prefunded as described in “Deposit and Application of Funds—Targeted Deposits of Principal Collections to the Principal Funding Account—Prefunding of the Principal Funding Account for Senior Classes,” and Class C notes may be paid with funds available from the applicable Class C reserve subaccount. See “Deposit and Application of Funds—Withdrawals from the Class C Reserve Account.”

• On the legal maturity date of a subordinated class of notes, funds on deposit in that class’s principal funding subaccount will be paid to the subordinated noteholders. As a result, there could be senior classes of that series that remain outstanding without the required subordination protection.

The payment of accrued interest on a class of notes of a series from finance charge collections is not senior to or subordinated to payment of interest on any other class of notes of that series.

Redemption and Early Redemption of Notes

Each class of notes will be subject to mandatory redemption on its expected principal payment date, which will be two years before its legal maturity date.

If determined at the time of issuance of the applicable subclass of notes, the issuance trust may, at its option, redeem the notes of any class before its applicable expected principal payment date. In connection with the issuance of any notes subject to such redemption, the issuance trust will determine at what times the issuance trust may exercise that right of redemption and if the redemption may be made in whole or in part as well as any other terms of the redemption. The issuance trust will give notice to holders of the affected notes before any optional redemption date. [The issuance trust may [not], at is option, redeem the Class 201[·]-[·][·] notes before the expected principal payment date.] [If the Class 201[·]-[· ][·] notes may be redeemed, insert description of what times the issuance trust may exercise that right of redemption, if the redemption may be made in whole or in part and the terms of notice of such redemption as well as any other material terms of redemption.]

If determined at the time of issuance of the applicable subclass of notes, a noteholder may, at its option, require the issuance trust to redeem notes before the applicable expected principal payment date. In connection with the issuance of any notes subject to such redemption, the issuance trust will determine at what times a noteholder may exercise that right of redemption and if the redemption may be made in whole or in part as well as any other terms of the redemption. [Each noteholder of Class 201[·]-[·][·] notes may [not], at is option, redeem the Class 201[·]-[·][·] notes before the expected principal payment date.] [If the Class  201[·]-[· ][·] notes may be redeemed by noteholders of the Class  201[·]-[· ][·] notes, insert description of what times the noteholders may exercise that right of redemption, if the redemption may be made in whole or in part and the terms of notice of such redemption as well as any other material terms of redemption.]

69

In addition, if an early redemption event occurs, the issuance trust will be required to redeem each class of affected notes before the note’s expected principal payment date to the extent funds are available for that purpose. The issuance trust will give notice to holders of the affected notes before an early redemption date. See “Covenants, Events of Default and Early Redemption Events—Early Redemption Events” for a description of the early redemption events and their consequences to holders of notes.

Whenever the issuance trust is required to redeem a class of notes before its legal maturity date, it will do so only if funds are allocated to the collateral certificate and to that class of notes, and only to the extent that the class of notes to be redeemed is not required to provide required subordinated amount to a senior class of notes. A noteholder will have no claim against the issuance trust if the issuance trust fails to make a required redemption of notes because no funds are available for that purpose or because the notes to be redeemed are required to provide subordination protection to a senior class of notes. The failure to redeem before the legal maturity date under these circumstances will not be an event of default.

The issuance trust will not issue any notes that would be “redeemable securities” within the meaning of the Investment Company Act of 1940.

Issuances of New Series, Classes and Subclasses of Notes

Conditions to Issuance

The issuance trust may issue new notes of a series, class or subclass, so long as the conditions of issuance are met. These conditions include:

• on or before the fourth business day before a new issuance of notes, the issuance trust gives the indenture trustee and the rating agencies notice of the issuance;

• the issuance trust delivers to the indenture trustee a certificate stating that

— the issuance trust reasonably believes that the new issuance will not at the time of its occurrence or at a future date (1) cause an early redemption event or event of default, (2) adversely affect the amount or timing of payments to holders of notes of any series or (3) adversely affect the security interest of the indenture trustee in the collateral securing the outstanding notes;

— all instruments furnished to the indenture trustee conform to the requirements of the indenture and constitute sufficient authority under the indenture for the indenture trustee to authenticate and deliver the notes;

— the form and terms of the notes have been established in conformity with the provisions of the indenture;

— all laws and requirements with respect to the execution and delivery by the issuance trust of the notes have been complied with;

— the issuance trust has the power and authority to issue the notes;

— the notes have been duly authorized, are binding obligations of the issuance trust, and are entitled to the benefits of the indenture; and

— any other matters as the indenture trustee may reasonably request;

70

• the issuance trust delivers to the indenture trustee and the rating agencies an opinion of counsel that for federal and South Dakota income and franchise tax purposes (1) the new issuance will not adversely affect the characterization as debt of any outstanding series or class of master trust investor certificates issued by the master trust, other than the collateral certificate, (2) the new issuance will not cause a taxable event to holders of master trust investor certificates, and (3) following the new issuance, the master trust will not be an association, or publicly traded partnership, taxable as a corporation, except, if the Threshold Conditions are satisfied, the issuance trust at its option will not be required to deliver the foregoing opinions;

• the issuance trust delivers to the indenture trustee and the rating agencies an opinion of counsel that for federal and Delaware income and franchise tax purposes (1) the new issuance will not adversely affect the characterization of the notes of any outstanding series, class or subclass as debt, (2) the new issuance will not cause a taxable event to holders of any outstanding notes, (3) following the new issuance, the issuance trust will not be an association, or publicly traded partnership, taxable as a corporation, and (4) following the new issuance, the newly issued notes will be properly characterized as debt, except, if the Threshold Conditions are satisfied, the issuance trust at its option will not be required to deliver the foregoing opinions;

• either all of the following conditions are satisfied:

— the notes of the new issuance are denominated in U.S. dollars;

— the interest rate applicable to notes of the new issuance is either a fixed rate of interest, or a floating rate of interest based on LIBOR, the prime rate or base rate of Citibank or another major bank, the federal funds rate or the Treasury bill rate, or another interest rate index that has been approved in advance by the rating agencies;

— if the new issuance has the benefit of a derivative agreement, the form of the derivative agreement and the identity of the derivative counterparty have been approved in advance by the rating agencies;

— the legal maturity date of the new issuance is no more than fourteen years after the date of issuance; and

— any other conditions specified by a rating agency to the issuance trust in writing,

or the issuance trust obtains confirmation from the rating agencies that the new issuance of notes will not cause a reduction, qualification or withdrawal of the rating of any outstanding notes rated by that rating agency;

• at the time of the new issuance, either the ratings condition described in “Prospectus Summary—Ratings” is satisfied or the issuance trust obtains confirmation from the rating agencies that the new issuance of notes will not cause a reduction, qualification or withdrawal of the rating of any outstanding notes rated by that rating agency;

• no early amortization event with respect to the collateral certificate has occurred and is continuing as of the date of the new issuance;

71

• if the new issuance is a subclass of Class A notes or Class B notes of a multiple issuance series, the new issuance will have the required subordination protection described under “—Required Subordination Protection in Multiple Issuance Series” and “—Required Subordinated Amount;” and

• if the new issuance results in an increase in the funding deficit of the Class C reserve account for any subclass of Class C notes of a multiple issuance series, the issuance trust makes a cash deposit to that Class C reserve account in the amount of that increase.

[In addition to the conditions listed above, in order to issue the Class 201[·]-[·][·] notes [insert any additional issuance conditions].]

The issuance trust may from time to time issue additional notes of an outstanding subclass of a multiple issuance series like the Citiseries, so long as the conditions of issuance are met. These conditions include the conditions described above as well as the following conditions:

• the issuance trust obtains confirmation from the rating agencies that the issuance of additional notes will not cause a reduction, qualification or withdrawal of the rating of any outstanding notes of that subclass rated by that rating agency;

• as of the date of issuance of the additional notes, all amounts due and owing to the holders of outstanding notes of that subclass have been paid, and there are no unreimbursed reductions in the nominal liquidation amount of that subclass due to a reallocation of principal collections to pay interest on senior classes of notes of that series or charge-offs of principal receivables in the master trust; and

• the additional notes of that subclass will be fungible with the original notes of that subclass for federal income tax purposes—this means that an investor buying notes at any particular time and for any particular price will have exactly the same federal income tax consequences regardless of whether it buys original notes or additional notes.

There are no restrictions on the timing or amount of any additional issuance of notes of a subclass of a multiple issuance series, so long as the conditions described above are met. As of the date of any additional issuance of notes, the stated principal amount, outstanding dollar principal amount and nominal liquidation amount of that subclass will be increased to reflect the principal amount of the additional notes. If the additional notes are a subclass of notes that has the benefit of a derivative agreement, the issuance trust will enter into another derivative agreement for the benefit of the additional notes. If the additional notes are a subclass of Class A notes, the monthly accumulation amount for targeted deposits to the principal funding subaccount will be increased proportionately to reflect the principal amount of the additional notes.

When issued, the additional notes of a subclass will be identical in all respects to the other outstanding notes of that subclass and will be equally and ratably entitled to the benefits of the indenture as the other outstanding notes of that subclass without preference, priority or distinction.

72

Notes other than the Class 201[·]-[·][·] notes offered by this prospectus may have different conditions to issuance, to the extent acceptable to the rating agencies.

Required Subordination Protection in Multiple Issuance Series

No Class A notes or Class B notes of a multiple issuance series may be issued unless the required subordinated amount of subordinated classes for that class of notes is available at the time of its issuance, as described in the following paragraphs.

In order to issue Class A notes of a multiple issuance series, the issuance trust must calculate the available subordinated amount of Class B notes and Class C notes of that series. The issuance trust will first calculate the subordinated amount of Class B notes required for Class A notes. This is done by computing the following:

• the aggregate nominal liquidation amount of all outstanding Class B notes of that series on that date, plus all funds on deposit in the principal funding subaccounts for Class B notes of that series—other than receivables sales proceeds in those subaccounts—on that date, after giving effect to issuances, deposits, allocations or payments with respect to Class B notes to be made on that date;

• minus, the aggregate amount of the Class A required subordinated amount of Class B notes for all other Class A notes of that series which are outstanding on that date after giving effect to any issuances or repayments in full of any Class A notes to be made on that date; and

• plus, the amount of usage by outstanding Class A notes of Class B required subordinated amount, as described in “Deposit and Application of Funds—Limit on Reallocations of Principal Collections from Subordinated Classes Taken to Benefit Senior Classes of Multiple Issuance Series.”

The calculation in the prior paragraph will be made in the same manner for calculating the subordinated amount of Class C notes required for Class A notes. The calculation in the prior paragraph will also be made in the same manner for determining the subordinated amount of Class C notes required for Class B notes, except that the amount of usage by outstanding Class B notes of Class C required subordinated amount that is added back to the available subordinated amount of Class C notes will be limited to usage of Class C notes that directly benefits Class B notes of the same series.

Required Subordinated Amount

The required subordinated amount of a senior class of notes of a multiple issuance series is the amount of a subordinated class that is required to be outstanding and available on the date when the senior class of notes is issued to provide subordination protection for that senior class. It is also used to determine whether a subordinated class of a multiple issuance series of notes may be repaid before the legal maturity date while senior classes of notes of that series are outstanding.

In general, the subordinated notes of a multiple issuance series serve as credit enhancement for the senior notes of that series, regardless of whether the subordinated notes

73

are issued before, at the same time as, or after the senior notes of that series. However, some subclasses of senior notes of a multiple issuance series may not require subordination from each class of notes subordinated to it. For example, if a subclass of Class A notes of a multiple issuance series requires credit enhancement solely from Class C notes, the Class B notes of that series will not, in that case, provide credit enhancement for that subclass of Class A notes. In addition, notes of different subclasses within a single class of a multiple issuance series may have different required subordinated amounts.

On the date of issuance of Class A notes of a multiple issuance series, including the Citiseries, the required subordinated amount for Class B notes will be 5.98291% and for Class C notes 7.97721%, in each case expressed as a percentage of the initial outstanding dollar principal amount of those Class A notes. These required subordinated amounts will be available to provide credit enhancement to the Class A notes, and the required subordinated amount of Class C notes of that series will be shared with the Class B notes of that series.

On the date of issuance of Class B notes of a multiple issuance series, including the Citiseries, the required subordinated amount for Class C notes will be 7.52688%, expressed as a percentage of the initial outstanding dollar principal amount of those Class B notes. However, Class B notes share the credit enhancement provided by Class C notes of the same series with Class A notes of that series. Except for purposes of determining whether Class B notes of a multiple issuance series may be issued or Class C notes may be repaid, the required subordinated amount for Class C notes will be 133.33333%, expressed as a percentage of the initial outstanding dollar principal amount of that subclass of Class B notes. This larger percentage determines how much Class C credit enhancement may be applied to Class B notes of the same series, up to the amount of Class C notes outstanding.

For example, in order to issue $1,000,000 of Class A notes of a multiple issuance series, at least $59,829 ($1,000,000 x 5.98291%) of Class B notes and $79,772 ($1,000,000 x 7.97721%) of Class C notes must be outstanding and available in that series. In order to issue $59,829 of Class B notes, at least $4,503 of Class C notes ($59,829 x 7.52688%) must be outstanding and available, but the Class B notes are entitled to share up to $79,772 ($59,829 x 133.33333%) of Class C credit enhancement with the Class A notes. In this example, if no Class A notes are outstanding, only $4,503 of Class C notes must be outstanding and available in order for the Class B notes to be issued. If Class A notes are issued, additional Class C notes must be issued to provide credit enhancement to the Class A notes, and the Class B notes will share the credit enhancement provided by the additional Class C notes up to the amount of $79,772. The smaller amount of Class C credit enhancement required for the issuance of Class B notes is also used in determining whether Class C notes may be repaid or canceled as described under “Deposit and Application of Funds—Limit on Repayments of Subordinated Classes of Multiple Issuance Series.”

On the issuance date of any Class A notes or Class B notes of a multiple issuance series, including this Citiseries, immediately after giving effect to that issuance, the aggregate nominal liquidation amount of all outstanding Class C notes of that series, plus all funds on deposit in the principal funding subaccounts for Class C notes of that series, must equal at least 7.52688% of the outstanding dollar principal amount of the Class A notes and Class B notes of that series.

74

The issuance trust may change the amount of subordination required or available for any class of notes of a multiple issuance series, or the method of computing the amount of that subordination, at any time without the consent of any noteholders so long as the issuance trust has received:

• confirmation from the rating agencies that have rated any outstanding notes of that series that the change will not result in the rating assigned to any outstanding notes in that series to be withdrawn or reduced;

• an opinion of counsel that for federal and South Dakota income and franchise tax purposes (1) the change will not adversely affect the characterization as debt of any outstanding series or class of investor certificates issued by the master trust, other than the collateral certificate and the Series 2009 certificate, (2) the change will not cause a taxable event to holders of master trust investor certificates, other than the collateral certificate and Series 2009 certificate, and (3) following the change, the master trust will not be an association, or publicly traded partnership, taxable as a corporation; and

• an opinion of counsel that for federal and Delaware income and franchise tax purposes (1) the change will not adversely affect the characterization of the notes of any outstanding series or class as debt, (2) the change will not cause a taxable event to holders of any outstanding notes, and (3) following the change, the issuance trust will not be an association, or publicly traded partnership, taxable as a corporation.

Payments on Notes; Paying Agent

The Class 201[·]-[·][·] notes will be issued in book-entry form and payments of principal of and interest on the Class  201[·]-[· ][·] notes will be made in U.S. dollars as described under “—Book-Entry Notes.”

The issuance trust and the indenture trustee, and any agent of the issuance trust or the indenture trustee, will treat the registered holder of any note as the absolute owner of that note, whether or not the note is overdue and notwithstanding any notice to the contrary, for the purpose of making payment and for all other purposes.

The issuance trust will make payments on a note to the registered holder of the note at the close of business on the record date established for the related payment date.

The issuance trust has designated the corporate trust office of Citibank, N.A., in New York City, as its paying agent for the notes of each series. The issuance trust will identify any other entities appointed to serve as paying agents on notes of a series or class. The issuance trust may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts. However, the issuance trust will be required to maintain a paying agent in each place of payment for a series or class of notes.

After notice by publication, all funds paid to a paying agent for the payment of the principal of or interest on any note of any series which remains unclaimed at the end of two

75

years after the principal or interest becomes due and payable will be repaid to the issuance trust. After funds are repaid to the issuance trust, the holder of that note may look only to the issuance trust for payment of that principal or interest.

Denominations

The Class 201[·]-[·][·] notes will be issued in minimum denominations of $[100,000] and multiples of $[1,000] in excess of that amount.

Record Date

The record date for payment of the notes, including the Class  201[·]-[· ][·] notes, will be the last day of the month before the related payment date.

Governing Law

The laws of the State of New York will govern the notes, including the Class 201[·]-[·][·] notes, and the indenture.

Form, Exchange, and Registration and Transfer of Notes

The notes will be issued in registered form. The notes will be represented by one or more global notes registered in the name of The Depository Trust Company, as depository, or its nominee. We refer to each beneficial interest in a global note as a “book-entry note.” For a description of the special provisions that apply to book-entry notes, see “—Book-Entry Notes.”

A holder of notes may exchange those notes for other notes of the same class of any authorized denominations and of the same aggregate stated principal amount and tenor.

Any holder of a note may present that note for registration of transfer, with the form of transfer properly executed, at the office of the note registrar or at the office of any transfer agent that the issuance trust designates. Holders of notes will not be charged any service charge for the exchange or transfer of their notes. Holders of notes that are to be transferred or exchanged will be liable for the payment of any taxes and other governmental charges described in the indenture before the transfer or exchange will be completed. The note registrar or transfer agent, as the case may be, will effect a transfer or exchange when it is satisfied with the documents of title and identity of the person making the request.

The issuance trust has appointed Citibank, N.A. as the note registrar for the notes. The issuance trust also may at any time designate additional transfer agents for any series or class of notes. The issuance trust may at any time rescind the designation of any transfer agent or approve a change in the location through which any transfer agent acts. However, the issuance trust will be required to maintain a transfer agent in each place of payment for a series or class of notes.

76

Book-Entry Notes

The notes, including the Class 201[·]-[·][·] notes, will be in book-entry form. This means that, except under the limited circumstances described in this subheading under “Definitive Notes,” purchasers of notes will not be entitled to have the notes registered in their names and will not be entitled to receive physical delivery of the notes in definitive paper form. Instead, upon issuance, all the notes of a class will be represented by one or more fully registered permanent global notes, without interest coupons.

Each global note will be deposited with a securities depository named The Depository Trust Company and will be registered in the name of its nominee, Cede & Co. No global note representing book-entry notes may be transferred except as a whole by DTC to a nominee of DTC, or by a nominee of DTC to another nominee of DTC. Thus, DTC or its nominee will be the only registered holder of the notes and will be considered the sole representative of the beneficial owners of notes for purposes of the indenture.

The registration of the global notes in the name of Cede & Co. will not affect beneficial ownership and is performed merely to facilitate subsequent transfers. The book-entry system, which is also the system through which most publicly traded common stock is held, is used because it eliminates the need for physical movement of securities. The laws of some jurisdictions, however, may require some purchasers to take physical delivery of their notes in definitive form. These laws may impair the ability to transfer book-entry notes.

Purchasers of notes in the United States can hold interests in the global notes only through DTC, either directly, if they are participants in that system—such as a bank, brokerage house or other institution that maintains securities accounts for customers with DTC or its nominee—or otherwise indirectly through a participant in DTC. Purchasers of notes in Europe can hold interests in the global notes only through Clearstream or through Euroclear Bank S.A./N.V., as operator of the Euroclear system.

Because DTC will be the only registered owner of the global notes, Clearstream and Euroclear will hold positions through their respective U.S. depositories, which in turn will hold positions on the books of DTC.

As long as the notes are in book-entry form, they will be evidenced solely by entries on the books of DTC, its participants and any indirect participants. DTC will maintain records showing

• the ownership interests of its participants, including the U.S. depositories; and

• all transfers of ownership interests between its participants.

The participants and indirect participants, in turn, will maintain records showing

• the ownership interests of their customers, including indirect participants, that hold the notes through those participants; and

• all transfers between these persons.

77

Thus, each beneficial owner of a book-entry note will hold its note indirectly through a hierarchy of intermediaries, with DTC at the “top” and the beneficial owner’s own securities intermediary at the “bottom.”

The issuance trust, the indenture trustee and their agents will not be liable for the accuracy of, and are not responsible for maintaining, supervising or reviewing DTC’s records or any participant’s records relating to book-entry notes. The issuance trust, the indenture trustee and their agents also will not be responsible or liable for payments made on account of the book-entry notes.

Until definitive notes are issued to the beneficial owners as described in this subheading under “Definitive Notes,” all references to “holders” of notes means DTC. The issuance trust, the indenture trustee and any paying agent, transfer agent or securities registrar may treat DTC as the absolute owner of the notes for all purposes.

Beneficial owners of book-entry notes should realize that the issuance trust will make all distributions of principal and interest on their notes to DTC and will send all required reports and notices solely to DTC as long as DTC is the registered holder of the notes. DTC and the participants are generally required by law to receive and transmit all distributions, notices and directions from the indenture trustee to the beneficial owners through the chain of intermediaries.

Similarly, the indenture trustee will accept notices and directions solely from DTC. Therefore, in order to exercise any rights of a holder of notes under the indenture, each person owning a beneficial interest in the notes must rely on the procedures of DTC and, in some cases, Clearstream or Euroclear. If the beneficial owner is not a participant in that system, then it must rely on the procedures of the participant through which that person owns its interest. DTC has advised the issuance trust that it will take actions under the indenture only at the direction of its participants, which in turn will act only at the direction of the beneficial owners. Some of these actions, however, may conflict with actions it takes at the direction of other participants and beneficial owners.

Notices and other communications by DTC to participants, by participants to indirect participants, and by participants and indirect participants to beneficial owners will be governed by arrangements among them.

Beneficial owners of book-entry notes should also realize that book-entry notes may be more difficult to pledge because of the lack of a physical note. Beneficial owners may also experience delays in receiving distributions on their notes since distributions will initially be made to DTC and must be transferred through the chain of intermediaries to the beneficial owner’s account.

The Depository Trust Company

DTC is a limited-purpose trust company organized under the New York Banking Law and is a “banking organization” within the meaning of the New York Banking Law. DTC is

78

also a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934. DTC was created to hold securities deposited by its participants and to facilitate the clearance and settlement of securities transactions among its participants through electronic book-entry changes in accounts of the participants, thus eliminating the need for physical movement of securities. DTC is indirectly owned by a number of its participants. The DTC rules applicable to its participants are on file with the Securities and Exchange Commission.

Clearstream

Clearstream Banking, société anonyme is registered as a public limited liability company in Luxembourg. Clearstream holds securities for its customers and facilitates the clearance and settlement of securities transactions by electronic book-entry transfers between their accounts. Clearstream provides various services, including safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic securities markets in a number of countries. Clearstream has established an electronic bridge with Euroclear in Brussels to facilitate settlement of trades between Clearstream and Euroclear.

Clearstream’s customers are worldwide financial institutions including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. Clearstream’s U.S. customers are limited to securities brokers and dealers, and banks. Indirect access to Clearstream is available to other institutions that clear through or maintain a custodial relationship with an account holder of Clearstream.

Euroclear System

Euroclear was created in 1968 to hold securities for participants of Euroclear and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment. This system eliminates the need for physical movement of securities and any risk from lack of simultaneous transfers of securities and cash. Euroclear includes various other services, including securities lending and borrowing and interfaces with domestic markets in several countries. The Euroclear Operator is Euroclear Bank S.A./N.V., under contract with Euro-clear Clearance Systems S.C., a Belgian cooperative corporation, known as the “Cooperative.” The Euroclear Operator conducts all operations. All Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear participants. Euroclear participants include banks, including central banks, securities brokers and dealers and other professional financial intermediaries and may include the underwriters. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly.

Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating

79

Procedures of the Euroclear System, and applicable Belgian law. These Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific securities to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear participants, and has no record of or relationship with persons holding through Euroclear participants.

This information about DTC, Clearstream and Euroclear has been provided by each of them for informational purposes only and is not intended to serve as a representation, warranty or contract modification of any kind.

Distributions on Book-Entry Notes

The issuance trust will make distributions of principal of and interest on book-entry notes to DTC. These payments will be made in immediately available funds by the issuance trust’s paying agent, Citibank, N.A., at the office of the paying agent in New York City that the issuance trust designates for that purpose.

In the case of principal payments, the global notes must be presented to the paying agent in time for the paying agent to make those payments in immediately available funds in accordance with its normal payment procedures.

Upon receipt of any payment of principal of or interest on a global note, DTC will immediately credit the accounts of its participants on its book-entry registration and transfer system. DTC will credit those accounts with payments in amounts proportionate to the participants’ respective beneficial interests in the stated principal amount of the global note as shown on the records of DTC. Payments by participants to beneficial owners of book-entry notes will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in “street name,” and will be the responsibility of those participants.

Distributions on book-entry notes held beneficially through Clearstream will be credited to cash accounts of Clearstream participants in accordance with its rules and procedures, to the extent received by its U.S. depository.

Distributions on book-entry notes held beneficially through Euroclear will be credited to the cash accounts of Euroclear participants in accordance with the Terms and Conditions, to the extent received by its U.S. depository.

In the event definitive notes are issued, distributions of principal and interest on definitive notes will be made directly to the holders of the definitive notes in whose names the definitive notes were registered at the close of business on the related record date.

Global Clearance and Settlement Procedures

Initial settlement for the notes will be made in immediately available funds. Secondary market trading between DTC participants will occur in the ordinary way in accordance with

80

DTC’s rules and will be settled in immediately available funds using DTC’s Same-Day Funds Settlement System. Secondary market trading between Clearstream participants and/or Euroclear participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream and Euroclear and will be settled using the procedures applicable to conventional eurobonds in immediately available funds.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream or Euroclear participants, on the other, will be effected in DTC in accordance with DTC’s rules on behalf of the relevant European international clearing system by the U.S. depositories. However, cross-market transactions of this type will require delivery of instructions to the relevant European international clearing system by the counterparty in that system in accordance with its rules and procedures and within its established deadlines, European time. The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its U.S. depository to take action to effect final settlement on its behalf by delivering or receiving notes in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream participants and Euroclear participants may not deliver instructions directly to DTC.

Because of time-zone differences, credits to notes received in Clearstream or Euroclear as a result of a transaction with a DTC participant will be made during subsequent securities settlement processing and will be credited the business day following a DTC settlement date.

The credits to or any transactions in the notes settled during processing will be reported to the relevant Euroclear or Clearstream participants on that business day. Cash received in Clearstream or Euroclear as a result of sales of notes by or through a Clearstream participant or a Euroclear participant to a DTC participant will be received with value on the DTC settlement date, but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

Although DTC, Clearstream and Euroclear have agreed to these procedures in order to facilitate transfers of notes among participants of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform these procedures and these procedures may be discontinued at any time.

Definitive Notes

Beneficial owners of book-entry notes may exchange those notes for definitive notes registered in their name only if:

• DTC is unwilling or unable to continue as depository for the global notes or ceases to be a registered “clearing agency” and the issuance trust is unable to find a qualified replacement for DTC;

• the issuance trust, in its sole discretion, elects to terminate the book-entry system through DTC; or

81

• any event of default has occurred with respect to those book-entry notes, and beneficial owners evidencing not less than 50% of the unpaid outstanding dollar principal amount of the notes of that class advise the indenture trustee and DTC that the continuation of a book-entry system is no longer in the best interests of those beneficial owners.

If any of these three events occurs, DTC is required to notify the beneficial owners through the chain of intermediaries that the definitive notes are available. The appropriate global note will then be exchangeable in whole for definitive notes in registered form of like tenor and of an equal aggregate stated principal amount, in specified denominations. Definitive notes will be registered in the name or names of the person or persons specified by DTC in a written instruction to the registrar of the notes. DTC may base its written instruction upon directions it receives from its participants. Thereafter, the holders of the definitive notes will be recognized as the “holders” of the notes under the indenture.

Replacement of Notes

The issuance trust will replace at the expense of the holder any mutilated note, upon surrender of that note to the indenture trustee. The issuance trust will replace at the expense of the holder any notes that are destroyed, lost or stolen upon delivery to the indenture trustee of evidence of the destruction, loss or theft of those notes satisfactory to the issuance trust and the indenture trustee. In the case of a destroyed, lost or stolen note, the issuance trust and the indenture trustee may require the holder of the note to provide an indemnity satisfactory to the indenture trustee and the issuance trust before a replacement note will be issued.

Acquisition and Cancellation of Notes by the Issuance Trust and Citibank

The issuance trust, Citibank and their affiliates may acquire notes in the open market, through tender offers or otherwise. The issuance trust, Citibank and their affiliates may cause the notes acquired by them to be canceled and notes so canceled will no longer be outstanding. The nominal liquidation amount and outstanding dollar principal amount of a class of notes will be reduced by the nominal liquidation amount and outstanding dollar principal amount, respectively, of any notes of that class that are canceled in this manner. Any cancellation of notes will observe the same limitations for payments of subordinated classes as described in “Deposit and Application of Funds—Limit on Repayments of Subordinated Classes of Single Issuance Series” and “—Limit on Repayments of Subordinated Classes of Multiple Issuance Series.”

82

SOURCES OF FUNDS TO PAY THE NOTES

The Collateral Certificate

The primary source of funds for the payment of principal of and interest on the notes is the collateral certificate issued by the master trust to the issuance trust. For a description of the master trust and its assets, see “The Master Trust.” Currently, the collateral certificate and the Series 2009 certificate are the only master trust investor certificates issued and outstanding. Aside from Citibank, as the holder of the Series 2009 certificate, the issuance trust is the only holder of an interest in the master trust. Holders of investor certificates in the master trust, whether currently outstanding or issued on a later date, will be allocated funds as described under “The Master Trust—Allocation of Collections, Losses and Fees.”

Finance charge collections allocated to the collateral certificate will be deposited every month by the master trust into the issuance trust’s collection account. Finance charge collections allocated to the collateral certificate are not shared with or reallocated to any other series of investor certificates issued by the master trust.

Each month, the issuance trust will request the master trust to deposit into the collection account the amount of principal collections the issuance trust needs to reallocate to the interest funding account and for deposits into the principal funding account. To the extent principal collections are allocable to the collateral certificate, the master trust will deposit the requested amount of principal collections into the collection account.

The collateral certificate represents an undivided interest in the assets of the master trust. The assets of the master trust consist primarily of credit card receivables arising in selected MasterCard, VISA and American Express* revolving credit card accounts that have been transferred by Citibank. The amount of credit card receivables in the master trust will fluctuate from day to day as new receivables are generated or added to or removed from the master trust and as other receivables are collected, charged off as uncollectible, or otherwise adjusted.

The collateral certificate has a fluctuating Invested Amount, representing the investment of that certificate in credit card receivables. The Invested Amount of the collateral certificate will be the same as the total nominal liquidation amount of the outstanding notes. For a discussion of Invested Amount, see “Invested Amount” in the glossary.

The collateral certificate has no specified interest rate. The issuance trust, as holder of the collateral certificate, is entitled to receive its allocable share of cash collections from two kinds of credit card receivables payable to the master trust: finance charge receivables and principal receivables.

Finance charge receivables include periodic finance charges, annual membership fees, cash advance fees and late charges on amounts charged for merchandise and services,

* MasterCard^® is a registered trademark of MasterCard International Incorporated, VISA^® is a registered trademark of VISA U.S.A. Inc. and American Express^® is a registered trademark of American Express Company.

83

interchange, which is described below in this paragraph, and some other fees designated by Citibank. Under the pooling and servicing agreement, Citibank, as seller, may also apply a discount to the face amount of principal receivables and treat the discounted amount as finance charge receivables. Principal receivables include amounts charged by cardholders for merchandise and services, amounts advanced to cardholders as cash advances and all other fees billed to cardholders on the credit card accounts. Recoveries of charged-off receivables are credited to the category from which they were charged off. Credit card issuing banks participating in the MasterCard International, VISA and American Express systems receive interchange or similar fee income—referred to in this prospectus as “interchange”—as compensation for performing issuer functions, including taking credit risk, absorbing certain fraud losses and funding receivables for a limited period before initial billing. Acquiring banks and issuing banks are free to reach separately negotiated agreements governing compensation, whether generally or with respect to a particular merchant client of the acquiring bank. To promote efficiency, however, each network sets a schedule establishing default interchange rates, which may change from time to time. Interchange generally ranges from approximately 1% to 2% of the transaction amount, but may be higher for some card products or transactions.

In general, the allocable share of monthly collections of finance charge receivables and principal receivables available to the collateral certificate, to the Series 2009 certificate, to other series of investor certificates issued by the master trust and to the seller’s interest is determined as follows:

• first, collections of finance charge receivables and collections of principal receivables are allocated among the different series of certificates issued by the master trust, including the series to which the collateral certificate and the Series 2009 certificate belong, pro rata based on the Invested Amount of each series; and

• second, following the allocation to each series, collections of finance charge receivables and principal receivables are further allocated between the holders of each series of investor certificates under the master trust and Citibank pro rata based on the aggregate Invested Amount of the master trust investor certificates and the principal receivables allocable to the seller’s interest.

In general, the Invested Amount of each series of certificates issued by the master trust other than the collateral certificate will equal the stated dollar amount of investor certificates issued to investors in that series less unreimbursed charge-offs of principal receivables in the master trust allocated to those investors, principal payments made to those investors and deposits made to any principal funding account for the series. In the case of the Series 2009 certificate, its invested amount will also be reduced by principal collections that are reallocated to the collateral certificate to cover the uncovered collateral certificate default amount (see “The Master Trust—The Series 2009 Certificate”). The seller’s interest, which is owned by Citibank, represents the interest in the principal receivables in the master trust at the end of the relevant month not represented by any series of investor certificates.

Servicing fees and losses on principal receivables in the master trust arising from failure of cardholders to pay, charge-offs or otherwise are allocated among series and between

84

investors in each series and the seller’s interest generally in the same manner as finance charge collections.

Each month, the master trust will allocate collections of finance charge receivables and principal receivables as well as the servicing fee and losses to the investor certificates outstanding under the master trust, including the collateral certificate and, subject to certain subordination provisions, the Series 2009 certificate. The master trust deducts the collateral certificate’s share of the servicing fee from its share of the collections of finance charge receivables, and deducts the collateral certificate’s share of losses from its share of collections of finance charge receivables and/or principal receivables. The servicing fee is described under “The Master Trust—The Servicer.”

Allocations of losses, servicing fees and collections of finance charge receivables and principal receivables are made pro rata for each month based on the invested amount of each investor certificate under the master trust, including the collateral certificate and, subject to certain subordination provisions, the Series 2009 certificate, and the principal receivables allocable to the seller’s interest. For example, if the total principal receivables in the master trust for a given month is $600, the invested amount of the collateral certificate is $500, the invested amounts of the other investor certificates are $20 and the seller’s interest is $80, the collateral certificate is entitled, in general, to 83.33%—or 500/600—of the cash received that month.

There is an exception to the pro rata allocations described in the preceding paragraph. In the master trust, when the principal amount of a master trust investor certificate other than the collateral certificate begins to amortize, a special allocation procedure is followed. In this case, collections of principal receivables continue to be allocated between investors in the series and the seller’s interest as if the invested amount of the series had not been reduced by principal collections deposited to a principal funding account or paid to investors. Allocations of principal collections between the investors in a series and the seller’s interest is based on the invested amount of the series “fixed” at the time immediately before the first deposit of principal collections into a principal funding subaccount or the time immediately before the first payment of principal collections to investors. Distributions of ongoing collections of finance charge receivables, as well as losses and expenses, however, are not allocated on this type of a fixed basis. In the case of the collateral certificate, each class of notes is treated as a separate series of investor certificates that becomes “fixed” immediately before the issuance trust begins to allocate principal collections to the principal funding subaccount for that class, whether for budgeted deposits or prefunding, or upon the occurrence of the expected principal payment date, an early redemption event, event of default or other optional or mandatory redemption.

If principal collections allocated to the collateral certificate are needed to pay the notes or to make a deposit into the trust accounts within a month, they will be deposited into the issuance trust’s collection account. Otherwise, collections of principal receivables allocated to the collateral certificate will be reallocated to other series of master trust investor certificates which have principal collection shortfalls—which does not reduce the Invested Amount of the collateral certificate—or reinvested in the master trust to maintain the Invested Amount of the

85

collateral certificate. If the collateral certificate has a principal collection shortfall, but other series of investor certificates have excess principal collections, a portion of the other excess principal collections allocated to other series of investor certificates will be reallocated to the collateral certificate and deposited into the issuance trust’s collection account—which reduces the Invested Amount of the collateral certificate.

To the extent that the amount of charge-offs of principal receivables allocated to the collateral certificate exceeds the amount of finance charge collections allocated to the holder of the collateral certificate, minus the sum of following amounts with respect to the collateral certificate: (a) the aggregate amount of the servicer interchange for such period, (b) accrued and unpaid fees and expenses and other amounts due to the indenture trustee, (c) the amount of targeted deposits into the interest funding account and (d) monthly servicing fees, then the excess amount is treated as an “uncovered collateral certificate default amount” and an amount of principal collections allocated to the Series 2009 certificate equal to the lesser of the uncovered collateral certificate default amount and the Series 2009 required subordinated amount will be reallocated to the collateral certificate to cover the deficiency. The principal collections reallocated from the Series 2009 certificate to the collateral certificate will be treated as a portion of the finance charge collections available to the issuance trust as holder of the collateral certificate. For a description of the Series 2009 certificate, see “The Master Trust—The Series 2009 Certificate.”

For example, if the total principal receivables in the master trust for a given month is $600, the invested amount of the collateral certificate is $500 and the invested amount of the Series 2009 certificate is $22.26, the collateral certificate is entitled, in general, to 83.33% (500/600) and the Series 2009 certificate is entitled to 3.71% (22.26/600) of collections of principal receivables in that month. If collections of principal receivables for that month are $100, $83.33 of principal collections are initially allocated to the collateral certificate and $3.71 of principal collections are initially allocated to the Series 2009 certificate. If the uncovered collateral certificate default amount for that month is $2, that amount will be reallocated from the Series 2009 certificate to the collateral certificate and the invested amount of the Series 2009 certificate will be reduced by $2.00 to $20.26. If the amount of principal collections allocated to the Series 2009 certificate in any month is insufficient to cover the uncovered collateral certificate default amount, then excess principal collections allocated to other master trust certificates, including the collateral certificate, will be reallocated to the Series 2009 certificate to the extent of the shortfall and then further reallocated to the collateral certificate to cover the uncovered collateral certificate default amount. Reallocations of excess principal collections from the Series 2009 certificate to the collateral certificate will further reduce the invested amount of the Series 2009 certificate.

If a class of notes has directed the master trust to sell credit card receivables following an event of default and acceleration, or on the applicable legal maturity date, as described in “Deposit and Application of Funds—Sale of Credit Card Receivables,” the only source of funds to pay principal of and interest on that class will be the proceeds of that sale and investment earnings on the applicable principal funding subaccount.

86

Derivative Agreements

Some notes may have the benefit of interest rate or currency swaps, caps or collars with various counterparties. Citibank or any of its affiliates may be counterparties to a derivative agreement. In general, the issuance trust will receive payments from counterparties to the derivative agreements in exchange for the issuance trust’s payments to them, to the extent required under the derivative agreements. We refer to the agreements described in this paragraph as “derivative agreements.”

The Class 201[·]-[·][·] notes do [not] have a derivative agreement associated with them. See “Prospectus Summary—Sources of Funds to Pay the Class 201[·]-[·][·] Notes.”

The Trust Accounts

The issuance trust has established a collection account for the purpose of receiving payments of finance charge collections and principal collections from the master trust payable under the collateral certificate.

The issuance trust has also established a principal funding account and interest funding account, which will have subaccounts for each class and subclass of notes of a series, and a Class C reserve account, which will have subaccounts for each class and subclass of Class C notes of a series. The issuance trust may establish supplemental accounts for any series, class or subclass of notes. See “Prospectus Summary—Sources of Funds to Pay the Class 201[·]-[·][·] Notes” for a description of the subaccounts for the Class 201[·]-[· ][·] notes.

Each month, distributions on the collateral certificate will be deposited into the collection account, and then reallocated to the principal funding account, the interest funding account, the Class C reserve account, any supplemental account, to payments under any applicable derivative agreements, and to the other purposes as specified in “Deposit and Application of Funds.”

Funds on deposit in the principal funding account and the interest funding account will be used to make payments of principal of and interest on the notes. Payments of principal of and interest on the notes will be made from funds on deposit in the accounts when the payments are due, either in the month when the funds are deposited into the accounts, or in later months—for example, if principal must be accumulated for payment at a later date, or if interest is payable quarterly, semiannually or at another interval less frequently than monthly.

If the issuance trust anticipates that the amount of principal collections that will be deposited into the collection account in a particular month will not be enough to pay all of the stated principal amount of a note that has an expected principal payment date in that month, the issuance trust may begin to withdraw funds from the collection account in months before the expected principal payment date and deposit those funds into the principal funding subaccount established for that class to be held until the expected principal payment date of that note. If the earnings on funds in the principal funding subaccount are less than the yield payable on the applicable class of notes—after giving effect to net payments and receipts

87

under any derivative agreements—additional funds will be deposited in the interest funding subaccount as described under “Deposit and Application of Funds—Deposit of Principal Funding Subaccount Earnings in Interest Funding Subaccounts; Principal Funding Subaccount Earnings Shortfall.”

If interest on a note is not scheduled to be paid every month—for example, if interest on that note is payable quarterly, semiannually or at another interval less frequently than monthly—the issuance trust will withdraw a portion of funds from the collection account in months in which no interest payment is due and deposit those funds into the interest funding subaccount for that note to be held until the interest is due. The schedule for the payment of interest on the Class 201[·]-[· ][·] notes is specified on the cover of this prospectus. See “Deposit and Application of Funds—Targeted Deposits of Finance Charge Collections to the Interest Funding Account.”

The Class C reserve account will initially not be funded. If the finance charge collections generated by the master trust fall below a level [specified in the prospectus relating to the issuance of any Class C notes] [specified under “The Class 201[·]-[·][·] Notes—Summary of Terms—The Class C Reserve Account”], the Class C reserve account will be funded as described under “Deposit and Application of Funds—Targeted Deposits to the Class C Reserve Account.”

Funds on deposit in the Class C reserve account will be available to holders of Class C notes to cover shortfalls of interest payable on interest payment dates. Funds on deposit in the Class C reserve account will also be available to holders of Class C notes on any day when principal is payable, but only to the extent that the nominal liquidation amount of the Class C notes plus funds on deposit in the applicable Class C principal funding subaccount is less than the outstanding dollar principal amount of the Class C notes.

Only the holders of Class C notes will have the benefit of the Class C reserve account. See “Deposit and Application of Funds—Withdrawals from the Class C Reserve Account.”

The accounts described in this Section are referred to as “trust accounts.” Trust accounts may be maintained only in:

• a segregated trust account with the corporate trust department of a United States bank or a domestic branch of a foreign bank; or

• a segregated account at a United States bank or a domestic branch of a foreign bank that is rated in the highest long term or short term rating category by the rating agencies that rate the issuance trust’s notes.

The trust accounts are currently maintained in the corporate trust department at Citibank.

Funds maintained in the trust accounts may only be invested in Eligible Investments. Investment earnings on funds in the principal funding subaccount for a class of notes will be applied to make interest payments on that class of notes. Investment earnings on funds in the

88

other trust accounts will be allocated as described under “Deposit and Application of Funds— Allocation of Finance Charge Collections to Accounts.” Any loss resulting from the investment of funds in the trust accounts will be charged to the trust subaccount incurring the loss.

Limited Recourse to the Issuance Trust; Security for the Notes

Only the portion of finance charge collections and principal collections under the collateral certificate available to a class of notes after giving effect to all allocations and reallocations, the applicable trust accounts, any applicable derivative agreement and proceeds of sales of credit card receivables held by the master trust provide the source of payment for principal of or interest on any class of notes. Noteholders will have no recourse to any other assets of the issuance trust or any other person or entity for the payment of principal of or interest on the notes.

The notes of all series are secured by a shared security interest in the collateral certificate and the collection account, but each class of notes is entitled to the benefits of only that portion of those assets allocated to it under the indenture. Each class of notes is also secured by a security interest in the applicable principal funding subaccount, the applicable interest funding subaccount, in the case of classes of Class C notes, the applicable Class C reserve subaccount, any applicable supplemental account, and by a security interest in any applicable derivative agreement.

The Indenture Trustee

Deutsche Bank Trust Company Americas is the trustee under the indenture for the notes. Its principal corporate trust office is located at 60 Wall Street, Attention: Global Securities Services—Structured Finance Services, New York, New York 10005. It is a New York banking corporation that provides trustee services, and has served as trustee in numerous asset-backed securitization transactions and programs involving pools of credit card receivables.

Under the terms of the indenture, the issuance trust has agreed to pay to the indenture trustee reasonable compensation for performance of its duties under the indenture. The indenture trustee has agreed to perform only those duties specifically set forth in the indenture. Many of the duties of the indenture trustee are described throughout this prospectus. Under the terms of the indenture, the indenture trustee’s limited responsibilities include the following:

• to deliver to noteholders of record and rating agencies notices, reports and other documents received by the indenture trustee, as required under the indenture;

• to authenticate, deliver, cancel and otherwise administer the notes;

• to maintain custody of the collateral certificate;

• to establish and maintain necessary issuance trust accounts and to maintain accurate records of activity in those accounts as specified in the indenture;

• to invest funds in the issuance trust accounts at the direction of the issuance trust;

89

• to represent the noteholders in interactions with clearing agencies and other similar organizations;

• to distribute and transfer funds in accordance with the terms of the indenture;

• to periodically report on and notify noteholders of matters relating to actions taken by the indenture trustee, property and funds that are subject to the lien of the indenture and other similar matters; and

• to perform other administrative functions identified in the indenture.

In addition, the indenture trustee has the discretion to require the issuance trust to institute and maintain suits to protect the interest of the noteholders in the collateral certificate. The indenture trustee is not liable for any errors of judgment as long as the errors are made in good faith and the indenture trustee was not negligent. The indenture trustee is not responsible for any investment losses to the extent that they result from investments permitted under the indenture.

If an event of default occurs, in addition to the responsibilities described above, the indenture trustee is required to exercise its rights and powers under the indenture to protect the interests of the noteholders using the same degree of care and skill in their exercise as a fiduciary would under the same circumstances in the conduct of its own affairs. If an event of default occurs and is continuing, the indenture trustee will be responsible for enforcing the agreements and the rights of the noteholders. The indenture trustee may, under limited circumstances, have the right or the obligation to do the following:

• demand immediate payment by the issuance trust of all principal and accrued interest on the notes;

• elect to continue to hold the collateral certificate and make payments to noteholders to the extent funds are received on the collateral certificate;

• protect the interests of the noteholders in the collateral certificate or the receivables in a bankruptcy or insolvency proceeding;

• prepare and send timely notice to noteholders and rating agencies rating the notes of the event of default, and timely publish such notice in an authorized newspaper in accordance with the indenture;

• institute judicial proceedings for the collection of amounts due and unpaid; and

• cause the master trust to sell credit card receivables.

Following an event of default, the majority holders of any series or class of notes will have the right to direct the indenture trustee to exercise remedies available to the indenture trustee under the indenture. In such case, the indenture trustee may decline to follow the direction of the majority holders only if it determines that: (1) the action so directed conflicts with applicable state or federal law or (2) the action so directed would involve it in personal liability.

90

The indenture trustee may resign at any time. The issuance trust may also remove the indenture trustee if the indenture trustee is no longer eligible to act as trustee under the indenture or under the Trust Indenture Act of 1939, if the indenture trustee becomes incapable of acting in respect of the notes or if the indenture trustee becomes insolvent. In all circumstances, the issuance trust must appoint a successor trustee for the notes. Any resignation or removal of the indenture trustee and appointment of a successor trustee will not become effective until the successor trustee accepts the appointment.

The issuance trust or its affiliates may maintain accounts and other banking or trustee relationships with the indenture trustee and its affiliates.

The issuance trust will indemnify the indenture trustee for any loss, claim or expense incurred in connection with its capacity as indenture trustee. The aggregate amount payable to the indenture trustee for any monthly period, whether for accrued fees and expenses, indemnity payments or other amounts, is limited to the lesser of (i) $400,000 and (ii) 0.05% of the aggregate nominal liquidation amount of the outstanding notes as of the end of the preceding monthly period. The indenture trustee has recourse only to finance charge collections for these payments, and such payments are secured by a lien prior to the notes on all property of the issuance trust, except funds held in the trust accounts. See Annex V to this prospectus for a table describing the fees and expenses payable from finance charge collections.

91

DEPOSIT AND APPLICATION OF FUNDS

The indenture specifies how finance charge collections and principal collections allocated to the collateral certificate and payments received from counterparties under derivative agreements will be deposited into the trust accounts established for each class or subclass of notes to provide for the payment of principal and interest on those notes as the payments become due. Following are summaries of those provisions.

Allocation of Finance Charge Collections to Accounts

Each month, the indenture trustee will allocate, or cause to be allocated, finance charge collections—together with any other funds to be treated as finance charge collections—received that month from the collateral certificate and investment earnings on funds in the trust accounts other than the principal funding account as follows:

• first, to pay the fees and expenses of, and other amounts due to, the indenture trustee;

• second, to make the targeted deposit to the interest funding account to fund the payment of interest on the notes, other than any class of notes that has directed the master trust to sell credit card receivables as described in “—Sale of Credit Card Receivables”;

• third, to make a reinvestment in the collateral certificate if the nominal liquidation amount of any class of notes, plus any amounts on deposit in that class’s principal funding subaccount, is less than the outstanding dollar principal amount of that class, or to reimburse reallocations from the principal funding subaccount of any class of notes that has directed a sale of receivables;

• fourth, to make the targeted deposit to the Class C reserve account, if any;

• fifth, to make any other payment or deposit required by any series, class or subclass of notes; and

• sixth, to the issuance trust.

See Annex III to this prospectus for a diagram of the allocation of finance charge collections.

Other funds to be treated as finance charge collections include income and other gain on the trust accounts—other than the principal funding account—and amounts remaining on deposit in the trust subaccounts after payment in full of the applicable subclass of notes.

The indenture trustee has appointed Citibank as the indenture trustee’s agent to make the allocations of finance charge collections described above.

92

Allocation of Principal Collections to Accounts

Each month, the indenture trustee will allocate, or cause to be allocated, principal collections received that month from the collateral certificate—together with other funds that are to be treated as principal collections—as follows:

• first, if the amount available under item second under “—Allocation of Finance Charge Collections to Accounts” is not enough to make the full targeted deposit into the interest funding subaccount for any class of notes, principal collections allocable to the subordinated classes of notes of that series—together with proceeds of sales of principal receivables described under “—Sale of Credit Card Receivables” in the principal funding subaccounts of the subordinated classes of notes of that series—will be reallocated to the senior classes of notes of that series to the extent of the required subordinated amount of the senior classes of notes of that series. Those reallocations will be made in the following order:

— from Class C notes of that series to Class A notes of that series;

— from Class C notes of that series to Class B notes of that series; and

— from Class B notes of that series to Class A notes of that series;

• second, to make the targeted deposits to the principal funding account; and

• third, to the master trust, to be reinvested in the collateral certificate.

See Annex IV to this prospectus for a diagram of the allocation of principal collections.

Other funds that are to be treated as principal collections include funds released from principal funding subaccounts when prefunding is no longer necessary, as described in “—Withdrawals from Principal Funding Account.” If a class of notes directs the master trust to sell credit card receivables as described in “—Sale of Credit Card Receivables,” the proceeds of that sale will be treated as principal collections for item first, but not for item second or third.

The amount of principal collections that may be allocated to pay interest is limited as described under “—Limit on Reallocations of Principal Collections from Subordinated Classes Taken to Benefit Senior Classes of Single Issuance Series” and “—Limit on Reallocations of Principal Collections from Subordinated Classes Taken to Benefit Senior Classes of Multiple Issuance Series.”

The Invested Amount of the collateral certificate will be reduced by the amount of principal collections used to make deposits into the interest funding account and deposits into the principal funding account. If the Invested Amount of the collateral certificate is reduced because principal collections have been used to make deposits into the interest funding account, the amount of finance charge collections and principal collections allocated to the collateral certificate will be reduced in later months unless the reduction in the Invested Amount is reimbursed from Excess Finance Charge Collections.

The indenture trustee has appointed Citibank as the indenture trustee’s agent to make the allocations of principal collections described above.

93

Targeted Deposits of Finance Charge Collections to the Interest Funding Account

The aggregate deposit targeted to be made each month to the interest funding account with finance charge collections and other amounts that are to be treated as finance charge collections will be equal to the sum of the interest funding account deposits targeted to be made for each class or subclass of notes. These requirements are set forth below. The deposit targeted for any month will also include any shortfall in the targeted deposit from any prior month. Notes other than the notes offered by this prospectus may have different targeted deposits.

• Interest Payments not Covered by a Derivative Agreement.    If a class or subclass of notes provides for interest payments that are not covered by a derivative agreement, the deposit targeted for that class or subclass of notes for any month will be equal to the amount of interest accrued on the outstanding dollar principal amount of that class or subclass, during the period from the prior Monthly Interest Date—or the date of issuance of that class or subclass for the determination for the first Monthly Interest Date—to the first Monthly Interest Date after the end of the month. If a class or subclass of notes provides for interest payments that are partially covered by a derivative agreement—for example, an interest rate cap—the deposit targeted for that class or subclass for any month will be computed in the same manner, but will be reduced by the amount of the payment for interest received from the derivative counterparty.

• Notes with Performing Derivative Agreements.    If a class or subclass of U.S. dollar notes or foreign currency notes has a Performing derivative agreement for interest that provides for monthly payments to the applicable derivative counterparty, the deposit targeted for that class or subclass of notes is equal to the amount required to be paid to the applicable derivative counterparty on the payment date following the end of that month.

If a class or subclass of U.S. dollar notes or foreign currency notes has a Performing derivative agreement for interest that provides for payments less frequently than monthly to the applicable derivative counterparty, the deposit targeted for that class or subclass of notes for each month is equal to the amount required to be paid to the applicable derivative counterparty on the next payment date following the end of that month taking into account the applicable interest rate and day count convention, but allocated pro rata to that month as provided in the derivative agreement, or as otherwise provided in the applicable derivative agreement.

• U.S. Dollar Notes with Non-Performing Derivative Agreements.    If a class or subclass of U.S. dollar notes has a non-Performing derivative agreement for interest, the deposit targeted for that class or subclass for each month unless otherwise provided in the applicable derivative agreement will be equal to the amount of interest accrued on the outstanding dollar principal amount of those notes, after deducting any amounts on deposit in the applicable principal funding subaccount, during the period from the prior Monthly Interest Date to the first Monthly Interest Date after the end of that month to the extent which that interest would have been covered by the non-Performing derivative agreement.

94

• Foreign Currency Notes with Non-Performing Derivative Agreements.     If a class or subclass of foreign currency notes has a non-Performing derivative agreement for interest that provides for monthly payments to the applicable derivative counterparty, then the calculation of the targeted deposit is made with reference to the amount of U.S. dollars that would have been payable to the applicable derivative counterparty on the payment date following the applicable month if the derivative agreement were Performing, or as otherwise provided in the applicable derivative agreement.

If a class or subclass of foreign currency notes has a non-Performing derivative agreement for interest that provides for payments less frequently than monthly to the applicable derivative counterparty, the deposit targeted for that class or subclass of notes for each month is equal to the amount that would have been required to be paid to the applicable derivative counterparty on the next payment date following the end of that month taking into account the applicable interest rate and day count convention, but allocated pro rata to that month as provided in the derivative agreement, or as otherwise provided in the applicable derivative agreement.

Each of the deposits described above will be reduced proportionately for any funds on deposit in the principal funding subaccount for the applicable class or subclass of notes, for which the applicable deposit will be made to the interest funding account as described under “Deposits of Principal Funding Subaccount Earnings in Interest Funding Subaccount; Principal Funding Subaccount Earnings Shortfall.”

In addition, for each month each of the following deposits will be targeted to be made to the interest funding account with finance charge collections and other amounts to be treated as finance charge collections, pro rata with the deposits described above.

• Specified Deposits.    [The Class 201[·]-[·][·] notes do not have any different or additional deposits than described above.][The Class 201[·]-[·][·] notes have the following different or additional deposits [insert description of deposits.]

• Interest on Overdue Interest.    The deposit targeted for any class or subclass of notes that has accrued and overdue interest for any month will be the interest accrued on that overdue interest. Interest on overdue interest will be computed from and including the interest payment date in that month to but excluding the interest payment date next following that month, at the rate of interest applicable to principal of that class or subclass.

If the amount of finance charge collections is not enough to make all of the deposits described above for any class of notes, then principal collections allocable to subordinated classes of notes and receivables sales proceeds received by subordinated classes of notes as described under “—Sale of Credit Card Receivables” will be reallocated first, from the Class C notes of that series to the Class A notes of that series, second, from the Class C notes of that series to the Class B notes of that series, and third, from the Class B notes of that series to the Class A notes of that series, in each case, to the extent of the required subordinated amount of the senior class of notes.

95

Each deposit to the interest funding account will be made on the applicable Monthly Interest Date, or as much earlier as necessary to make timely deposit or payment to the applicable interest funding subaccount or derivative counterparty.

A single class or subclass of notes may be entitled to more than one of the preceding deposits, plus deposits from other sources, described under “—Deposit of Principal Funding Subaccount Earnings in Interest Funding Subaccounts; Principal Funding Subaccount Earnings Shortfall.”

A class of notes that has directed the master trust to sell credit card receivables as described in “—Sale of Credit Card Receivables,” will not be entitled to receive any of the preceding deposits to be made to its interest funding subaccount from finance charge collections, other amounts to be treated as finance charge collections or reallocated principal collections.

Payments Received from Derivative Counterparties for Interest

Payments received under derivative agreements for interest on notes payable in U.S. dollars will be deposited into the applicable interest funding subaccount. Payments received under derivative agreements for interest on foreign currency notes will be made directly to the applicable paying agent for payment to the holders of those notes. For a discussion of the derivative agreement associated with the Class 201[·]-[·][·] notes, see “The Class 201[·]-[·][·] Notes—Summary of Terms—The Interest Rate Swap.”

Deposit of Principal Funding Subaccount Earnings in Interest Funding Subaccounts; Principal Funding Subaccount Earnings Shortfall

Investment earnings on amounts on deposit in the principal funding subaccount for a class of notes will be deposited monthly into that class’s interest funding subaccount.

The issuance trust will notify the master trust from time to time of the aggregate amount on deposit in the principal funding account, other than with respect to classes that have directed the master trust to sell credit card receivables as described in “—Sale of Credit Card Receivables.” Whenever there is any amount on deposit in any principal funding subaccount, other than with respect to classes that have directed the master trust to sell receivables, the master trust will designate an equal amount of the seller’s interest, and the finance charge collections allocable to the designated portion of the seller’s interest will be applied as follows: Each month the issuance trust will calculate the targeted amount of principal funding subaccount earnings for each class or subclass of notes, which will be equal to the amount that the funds on deposit in each principal funding subaccount would earn at the interest rate payable by the issuance trust—taking into account payments and receipts under applicable derivative agreements—on the related class or subclass of notes. As a general rule, if the amount actually earned on the funds on deposit is less than the targeted amount of earnings, then the shortfall will be made up from the finance charge collections allocated to the corresponding designated portion of the seller’s interest. A class of notes that has directed the

96

master trust to sell credit card receivables as described in “—Sale of Credit Card Receivables,” will not be entitled to any finance charge collections from the designated portion of the seller’s interest if there is an earnings shortfall in its principal funding subaccount.

If the amount of principal funding subaccount earnings for any class or subclass of notes for any month is greater than the targeted principal funding subaccount earnings for that month, the amount of the excess will be treated as finance charge collections.

Deposits of Withdrawals from the Class C Reserve Account to the Interest Funding Account

Withdrawals made from any Class C reserve subaccount will be deposited into the applicable interest funding subaccount to the extent described under “—Withdrawals from the Class C Reserve Account.”

Allocation to Interest Funding Subaccounts

The aggregate deposit of finance charge collections and reallocated principal collections made each month to the interest funding account will be allocated, and a portion deposited in the interest funding subaccount established for each class or subclass of notes, based on the following rules:

(1) Available Amounts Are Equal to Targeted Amounts.    If the aggregate amount of finance charge collections available for deposit to the interest funding account is equal to the sum of the deposits of finance charge collections targeted by each class or subclass of notes, then that targeted amount is deposited in the interest funding subaccount established for each class or subclass.

(2) Available Amounts Are Less Than Targeted Amounts.    If the aggregate amount of finance charge collections available for deposit to the interest funding account is less than the sum of the deposits of finance charge collections targeted by each class or subclass of notes, then the amount available to be deposited into the interest funding account will be allocated to each series of notes pro rata based on the aggregate nominal liquidation amount of notes in that series.

• For all series of notes identified as “Group 1” series, the allocation of finance charge collections is reaggregated into a single pool, and reallocated to each series, class or subclass of notes in Group 1 pro rata based on the amount of the deposit targeted by that series, class or subclass and not based on the nominal liquidation amount of notes in that series, class or subclass.

• For all series of notes identified as in another group, the allocation of finance charge collections will be based on a rule for that group determined at the time of issuance of such notes.

(3) Other Funds not Reallocated.    Funds on deposit in an interest funding subaccount from earlier months, funds representing interest on amounts in deposit in the related

97

principal funding subaccount, and payments received from derivative counterparties in the current month will not be reallocated to other interest funding subaccounts. These funds remain in the interest funding subaccount into which they were deposited until they are withdrawn to be paid to the applicable noteholder or derivative counterparty.

The principal collections deposited into the interest funding account will be allocated to each class or subclass of Class A notes and Class B notes based on the amount of the deposit targeted by that class or subclass. However, these deposits are limited to the extent described under “—Limit on Reallocations of Principal Collections from Subordinated Classes Taken to Benefit Senior Classes of Single Issuance Series” and “—Limit on Reallocations of Principal Collections from Subordinated Classes Taken to Benefit Senior Classes of Multiple Issuance Series.”

Withdrawals from Interest Funding Account

After giving effect to all deposits and reallocations of funds in the interest funding account in a month, the following withdrawals from the applicable interest funding subaccount will be made, but in no event more than the amount on deposit in the applicable interest funding subaccount. A class or subclass of notes may be entitled to more than one of the following withdrawals in a particular month. Notes other than the Class  201[·]-[· ][·] notes offered by this prospectus may be entitled to different withdrawals.

(1) Withdrawals for U.S. Dollar Notes with no Derivative Agreement for Interest.    On each applicable interest payment date for each class or subclass of U.S. dollar notes, an amount equal to interest due on the applicable class or subclass of notes on the applicable interest payment date will be withdrawn from that interest funding subaccount and paid to the applicable paying agent.

(2) Withdrawals for Notes with Performing Derivative Agreements for Interest.    On each date on which a payment is required under the applicable derivative agreement, or a date specified in this prospectus, with respect to any class or subclass of notes that has a Performing derivative agreement for interest, an amount equal to the amount of the payment to be made under the applicable derivative agreement will be withdrawn from that interest funding subaccount and paid to the applicable derivative counterparty.

(3) Withdrawals for Notes with Non-Performing Derivative Agreements for Interest in U.S. Dollars.    On each interest payment date, or a date otherwise specified in this prospectus, for a class or subclass of U.S. dollar notes that has a non-Performing derivative agreement for interest, an amount equal to the amount of interest payable on that interest payment date will be withdrawn from that interest funding subaccount and paid to the applicable paying agent.

If the aggregate amount available for withdrawal from an interest funding subaccount is less than all withdrawals required to be made from that subaccount in a month after giving

98

effect to all deposits and reallocations, then the amounts on deposit in the interest funding account will be withdrawn and, if payable to more than one person, applied pro rata based on the amounts of the withdrawals required to be made.

After payment in full of any class or subclass of notes, any amount remaining on deposit in the applicable interest funding subaccount will be treated as finance charge collections.

Targeted Deposits of Principal Collections to the Principal Funding Account

The aggregate amount targeted to be deposited into the principal funding account in any month will be the sum of the following amounts. If a single class or subclass of notes is entitled to more than one of the following deposits in any month, the deposit targeted for that month will be the highest of the targeted amounts for that month, plus any shortfall in the targeted deposit from any prior month, but not more than the nominal liquidation amount of that class of notes. These requirements are set forth below. Notes other than the notes offered by this prospectus may have different targeted deposits.

(1) Expected Principal Payment Date.    With respect to the last month before the expected principal payment date of a class or subclass of notes, and each following month, the deposit targeted for that class or subclass of notes with respect to that month is equal to the aggregate nominal liquidation amount of that class or subclass of notes.

(2) Budgeted Deposits.    Each month beginning with the twelfth month before the expected principal payment date of a class or subclass of Class A notes, the deposit targeted to be made into the principal funding subaccount for that class or subclass will be the monthly accumulation amount for that class or subclass if no amount is specified, equal to, in the case of a single issuance series, one-eleventh, and in the case of a multiple issuance series, one-twelfth, of the projected outstanding dollar principal amount of that class or subclass of notes as of its expected principal payment date, after deducting any amounts already on deposit in the applicable principal funding subaccount.

The issuance trust may postpone the date of the targeted deposits under the previous sentence. If the issuance trust and the master trust determine that less than eleven months or twelve months, as applicable, would be required to accumulate the principal collections necessary to pay a class of notes on its expected principal payment date, using conservative historical information about payment rates of principal receivables under the master trust, and after taking into account all of the other expected payments of principal of master trust investor certificates and notes to be made in the next eleven months or twelve months, as applicable, then the start of the accumulation period may be postponed each month by one month, with proportionately larger accumulation amounts for each month of postponement.

(3) Prefunding of the Principal Funding Account for Senior Classes.    If the issuance trust determines that any expected principal payment date, early redemption event, event of default or other date on which principal is payable because of a mandatory

99

or optional redemption with respect to any class or subclass of Class C notes will occur at a time when the payment of all or part of that class or subclass of Class C notes would be prohibited because it would cause a deficiency in the required subordinated amount of the Class A notes or Class B notes of the same series, the targeted deposit amount for the Class A notes and Class B notes of that series will be an amount equal to the portion of the nominal liquidation amount of the Class A notes and Class B notes that would have to cease to be outstanding in order to permit the payment of that class of Class C notes.

If the issuance trust determines that any expected principal payment date, early redemption event, event of default or other date on which principal is payable because of a mandatory or optional redemption with respect to any Class B notes will occur at a time when the payment of all or part of that class or subclass of Class B notes would be prohibited because it would cause a deficiency in the required subordinated amount of the Class A notes of that series, the targeted deposit amount for the Class A notes of that series will be an amount equal to the portion of the nominal liquidation amount of the Class A notes that would have to cease to be outstanding in order to permit the payment of that class of Class B notes.

Prefunding of the principal funding subaccount for the senior classes of a series will continue until

• enough notes of senior classes of that series are repaid so that the subordinated notes that are payable are no longer necessary to provide the required subordinated amount of the outstanding senior notes; or

• in the case of multiple issuance series, new classes of subordinated notes of that series are issued so that the subordinated notes that are payable are no longer necessary to provide the required subordinated amount of the outstanding senior notes; or

• the principal funding subaccounts for the senior classes of notes of that series are prefunded so that none of the subordinated notes that are paid are necessary to provide the required subordinated amount.

When the prefunded amounts are no longer necessary, they will be withdrawn from the principal funding account and treated as principal collections for allocation to other classes of notes as described in “Deposit and Application of Funds—Allocation of Principal Collections to Accounts,” or reinvested in the collateral certificate.

If any class of senior notes becomes payable as a result of an early redemption event, event of default or other optional or mandatory redemption, or upon reaching its expected principal payment date, any prefunded amounts on deposit in its principal funding subaccount will be paid to senior noteholders of that class and deposits to pay the notes will continue as necessary to pay that class.

(4) Event of Default, Early Redemption Event or Other Optional or Mandatory Redemption.    If any class or subclass of notes has been accelerated after the occurrence of an event of default during that month, or if any class or subclass of

100

notes is required to be redeemed following an early redemption event or other optional or mandatory redemption, the deposit targeted for that class or subclass of notes with respect to that month is equal to the nominal liquidation amount of that class or subclass of notes.

Payments Received from Derivative Counterparties for Principal

It is unlikely that any class or subclass of U.S. dollar notes will have a derivative agreement for principal. Payments received under derivative agreements for principal of foreign currency notes will be made directly to the applicable paying agent for payment to the holders of the applicable class or subclass of notes.

Deposits of Withdrawals from the Class C Reserve Account to the Principal Funding Account

Withdrawals from any Class C reserve subaccount will be deposited into the applicable principal funding subaccount to the extent described under “—Withdrawals from the Class C Reserve Account.”

Deposits of Proceeds of the Sale of Credit Card Receivables

The net proceeds of the sale of any credit card receivables by the master trust that are received by the issuance trust will be deposited into the applicable principal funding subaccount. See “—Sale of Credit Card Receivables.”

Reallocation of Funds on Deposit in the Principal Funding Subaccounts

Funds on deposit in the principal funding account each month will be allocated, and a portion deposited in the principal funding subaccount established for each class or subclass of notes, based on the following rules:

(1) Deposits Equal Targeted Amounts.    If the aggregate deposit to the principal funding account is equal to the sum of the deposits targeted by each class or subclass of notes, then the targeted amount is deposited in the principal funding subaccount established for each class or subclass.

(2) Deposits Are Less Than Targeted Amounts.    If the amount on deposit in any principal funding subaccount for a subclass of Class A notes of a series is less than the sum of the deposits targeted with respect to that subclass, other than the amount targeted for deposit with respect to an optional redemption of a subclass of notes of that class, then amounts on deposit or to be deposited in the principal funding subaccounts established for Class B notes and Class C notes for that series will be reallocated to make the targeted deposit into the Class A principal funding subaccount, to be made first from the Class C principal funding subaccount in that series and second from Class B principal funding subaccount in that series, in each case, to the extent of the required subordinated amount of the Class A notes of that series. If more than one subclass of Class A notes of a series needs to use amounts on deposit in the principal funding subaccount for the Class B notes and the Class C

101

notes of that series, then withdrawals will be allocated pro rata based on the nominal liquidation amounts of the classes or subclasses of Class A notes that require funding.

If the amount on deposit in any principal funding subaccount for a subclass of Class B notes of a series is less than the sum of the deposits targeted with respect to that subclass, other than the amount targeted for deposit with respect to an optional redemption of a subclass of notes of that class, then amounts on deposit or to be deposited in the principal funding subaccount established for Class C notes of that series will be reallocated to make the targeted deposit into the Class B principal funding subaccount to the extent of the required subordinated amount of the Class B Notes of that series. If more than one subclass of Class B notes of a series needs to use amounts on deposit in the principal funding subaccount for the Class C notes of that series, then withdrawals will be allocated pro rata based on the nominal liquidation amounts of the classes or subclasses of Class B notes that require funding.

See Annex IV to this prospectus for a diagram of the allocation of principal collections.

(3) Proceeds of Sales of Credit Card Receivables.    Proceeds of sales of credit card receivables on deposit in the principal funding subaccount for a class of notes may not be reallocated to the principal funding subaccount for any senior class but may be reallocated to be treated as finance charge collections to pay interest on senior classes of notes of the same series or to reimburse charge-offs of principal receivables in the master trust. See “—Sale of Credit Card Receivables.”

(4) Other Funds not Reallocated.    Funds on deposit in a principal funding subaccount from withdrawals from the Class C reserve account or payments received from derivative counterparties will not be reallocated to other principal funding subaccounts.

Because the nominal liquidation amount of a class of notes is reduced by amounts on deposit in that class’s principal funding subaccount, the deposit of principal collections into the principal funding subaccount for a subordinated class of notes initially reduces the nominal liquidation amount of that subordinated class. However, if funds are reallocated from the principal funding subaccount for a subordinated class to the principal funding subaccount for a senior class of the same series, the result is that the nominal liquidation amount of the senior class, and not of the subordinated class, is reduced by the amount of the reallocation.

If the nominal liquidation amount of a subordinated class of notes has been reduced by charge-offs of principal receivables in the master trust and reallocations of principal collections to pay interest on senior classes of notes, and then reimbursed from Excess Finance Charge Collections, the reimbursed portion is no longer subordinated to notes of the senior classes of the same series that were outstanding on the date of that reimbursement. This reimbursed amount will not be reallocated to any notes that were outstanding before the date of that reimbursement. However, in a multiple issuance series, the reimbursed amount is

102

subordinated to any notes of the senior classes of the same series that were issued after the date of that reimbursement, and may be reallocated to those notes.

Withdrawals from Principal Funding Account

After giving effect to all deposits and reallocations of funds in the principal funding account in a month, the following withdrawals from the applicable principal funding subaccount will be made, but in no event more than the amount on deposit in the applicable principal funding subaccount. A class or subclass of notes may be entitled to more than one of the following withdrawals in a particular month. Notes other than the notes offered by this prospectus may be entitled to different withdrawals.

(1) Withdrawals for U.S. Dollar Notes with no Derivative Agreement for Principal.    On each applicable principal payment date, or a date determined in connection with the issuance of a class or subclass of notes, with respect to each class or subclass of U.S. dollar notes that has no derivative agreement for principal, an amount equal to the principal due on the applicable class or subclass of notes on the applicable principal payment date will be withdrawn from the applicable principal funding subaccount and [paid to the applicable paying agent] [describe any other alternative treatment applicable to the Class  201[·]-[· ][·] notes].

(2) Withdrawals for Notes with Performing Derivative Agreement for Principal.    On each date on which a payment is required under the applicable derivative agreement, or a date determined in connection with the issuance of a class or subclass of notes, with respect to any class or subclass of notes that has a Performing derivative agreement for principal, an amount equal to the amount of the payment to be made under the applicable derivative agreement will be withdrawn from the applicable principal funding subaccount and [paid to the applicable derivative counterparty] [describe any other alternative treatment applicable to the Class  201[·]-[· ][·] notes].

(3) Withdrawals for Foreign Currency Notes with Non-Performing Derivative Agreements for Principal.    On each principal payment date with respect to a class or subclass of foreign currency notes that has a non-Performing derivative agreement for principal, or a date determined in connection with the issuance of such class or subclass of notes, an amount equal to the amount of U.S. dollars necessary to be converted at the applicable exchange rate to pay the foreign currency principal due on that class or subclass of notes on the applicable principal payment date will be withdrawn from the applicable principal funding subaccount and converted to the applicable foreign currency at the prevailing spot exchange rate and [paid to the applicable paying agent] [describe any other alternative treatment applicable to the Class 201[·]-[·][·] notes]. Any excess U.S. dollar amount will be retained on deposit in the applicable principal funding subaccount to be applied to make principal payments on later principal payment dates.

(4) Withdrawal of Prefunded Amount.    If prefunding of the principal funding subaccounts for senior classes of notes is no longer necessary as a result of payment of senior notes or issuance of additional subordinated notes, as described under “—Targeted Deposits

103

of Principal Collections to the Principal Funding Account— Prefunding of the Principal Funding Account for Senior Classes,” the prefunded amounts will be withdrawn from the principal funding account and treated as principal collections for allocation to other classes of notes as described in “—Allocation of Principal Collections to Accounts,” or reinvested in the collateral certificate.

(5) Withdrawal of Proceeds of Sales of Credit Card Receivables.    If a subordinated class of notes has directed the master trust to sell credit card receivables as described in “—Sale of Credit Card Receivables,” the proceeds of that sale will be withdrawn from the principal funding subaccount to the extent those proceeds are required to be treated as finance charge collections to make targeted deposits in the interest funding account as described in “—Allocation of Finance Charge Collections to Accounts” for the benefit of senior classes of the same series, and to the extent required to reimburse the master trust for credit card charge-offs allocated to the senior classes of the same series.

After payment in full of any class or subclass of notes, any amount remaining on deposit in the applicable principal funding subaccount will be treated as finance charge collections.

Limit on Reallocations of Principal Collections from Subordinated Classes Taken to Benefit Senior Classes of Single Issuance Series

For single issuance series, the amount of principal collections that may be reallocated from subordinated classes of notes to senior classes of the same series is limited as follows:

With respect to any Class A notes of a single issuance series, the aggregate amount of

• all principal collections reallocated from Class C notes of that series to the interest funding subaccounts for Class A notes or Class B notes of that series; and

• all reductions in the nominal liquidation amount of the Class C notes of that series from allocations of charge-offs of principal receivables in the master trust

may not exceed the initial dollar principal amount of Class C notes for that series. Likewise the aggregate amount of

• all principal collections reallocated from Class B notes of that series to the interest funding subaccounts for Class A notes of that series; and

• all reductions in the nominal liquidation amount of the Class B notes of that series from allocations of charge-offs of principal receivables in the master trust

may not exceed the initial dollar principal amount of Class B notes for that series.

With respect to any Class B notes of a single issuance series, the aggregate amount of

• all principal collections reallocated from Class C notes of that series to the interest funding subaccounts for Class A notes or Class B notes of that series; and

104

• all reductions in the nominal liquidation amount of the Class C notes of that series from allocations of charge-offs of principal receivables in the master trust may not exceed the initial dollar principal amount of Class C notes for that series.

Proceeds of the sale of credit card receivables as described under “—Sale of Credit Card Receivables” that are reallocated from a subordinated class of notes to a senior class of notes are treated the same as reallocated principal collections for purposes of computing the limits on reallocations.

Limit on Reallocations of Principal Collections from Subordinated Classes Taken to Benefit Senior Classes of Multiple Issuance Series

For multiple issuance series, the amount of principal collections that may be reallocated from subordinated classes of notes to senior classes of the same series is limited as follows:

Limit on Reallocations to a Subclass of Class A Notes from Class C Notes.    Principal collections that would otherwise have been allocated to the Class C notes of a series may be reallocated to the interest funding subaccount for a subclass of Class A notes of the same series only to the extent, after giving effect to that reallocation, that the Class A usage of the Class C subordinated amount is not greater than the required subordinated amount of Class C notes for that subclass of Class A notes. For this purpose, Class A usage of Class C subordinated amount is equal to the sum of the following amounts:

• the cumulative sum of principal collections previously reallocated from Class C notes of that series to the interest funding subaccount for that subclass of Class A notes.

• plus, a portion of each reallocation of principal collections from Class C notes of that series to the interest funding subaccounts for Class B notes of that series while that subclass of Class A notes is outstanding. These amounts will be treated as usage of the Class A required subordinated amount of Class C notes pro rata based on the ratio of the Class A required subordinated amount of Class B notes to the aggregate outstanding dollar principal amount of all Class B notes of that series.

• plus, the portion of the cumulative amount of charge-offs of principal receivables in the master trust that is treated as usage of the Class A required subordinated amount of Class C notes. This amount is equal to the sum of the following amounts, and is calculated on each day on which there is an allocation of charge-offs of principal receivables in held in the master trust:

— the amount of charge-offs of principal receivables in the master trust that are initially allocated to that subclass of Class A notes but then reallocated to Class C notes of that series.

— plus, a portion of the charge-offs of principal receivables in the master trust that are initially allocated to Class B notes of that series but then reallocated to Class C notes of that series. These amounts will be treated as usage of the Class A required subordinated amount of Class C notes pro rata based on the

105

ratio of the Class A required subordinated amounts of Class B notes to the aggregate outstanding dollar principal amount of the Class B notes of that series.

— plus, a portion of the charge-offs of principal receivables in the master trust that are initially allocated to Class C notes of that series. These amounts will be treated as usage of the Class A required subordinated amount of Class C notes pro rata based on the ratio of the Class A required subordinated amounts of Class C notes to the aggregate outstanding dollar principal amount of the Class C notes of that series.

Limit on Reallocations to a Subclass of Class A Notes from Class B Notes.    Principal collections that would otherwise have been allocated to the Class B notes of a series may be reallocated to the interest funding subaccount for a subclass of Class A notes of the same series only to the extent, after giving effect to that reallocation, that the Class A usage of the Class B subordinated amount is not greater than the required subordinated amount of Class B notes for that subclass of Class A notes. For this purpose, Class A usage of Class B subordinated amount is equal to the sum of the following amounts:

• the cumulative sum of principal collections reallocated from Class B notes of that series to the interest funding subaccount for that subclass of Class A notes.

• plus, the portion of the charge-offs of principal receivables in the master trust that is treated as usage of the Class A required subordinated amount of Class B notes. This amount is equal to the sum of the following amounts, and is calculated on each day on which there is an allocation of charge-offs of principal receivables in held in the master trust:

— the amount of charge-offs of principal receivables in the master trust that are initially allocated to that subclass of Class A notes but then reallocated to Class B notes of that series.

— plus, a portion of the charge-offs of principal receivables in the master trust that are initially allocated to Class B notes of that series and not reallocated to Class C notes of that series. These amounts will be treated as usage of the Class A required subordinated amount of Class B notes pro rata based on the ratio of the Class A required subordinated amounts of Class B notes to the aggregate outstanding dollar principal amount of the Class B notes of that series.

106

Limit on Reallocations to a Subclass of Class B Notes from Class C Notes.    Principal collections that would otherwise have been allocated to the Class C notes of a series may be reallocated to the interest funding subaccount for a subclass of Class B notes of the same series only to the extent, after giving effect to that reallocation, that the Class B usage of the Class C subordinated amount is not greater than the required subordinated amount of Class C notes for that subclass of Class B notes. For this purpose, Class B usage of Class C subordinated amount is equal to the sum of the following amounts:

• the cumulative sum of principal collections reallocated from Class C notes of that series to the interest funding subaccount for that subclass of Class B notes.

• plus, a portion of each reallocation of principal collections from Class C notes of that series to the interest funding subaccounts for Class A notes of that series while that subclass of Class B notes is outstanding. These amounts will be treated as usage of the Class B required subordinated amount of Class C notes pro rata based on the ratio of the nominal liquidation amount of that subclass of Class B notes to the aggregate nominal liquidation amount of all Class B notes of that series. However, because some of the issuance trust’s Class A notes—not offered by this prospectus—do not have the benefit of subordination protection of any Class B notes, reallocations of principal collections from Class C notes to those Class A notes does not count as Class B usage of Class C subordinated amount.

• plus, the portion of the charge-offs of principal receivables in the master trust that is treated as usage of the Class B required subordinated amount of Class C notes. This amount is equal to the sum of the following amounts, and is calculated on each day on which there is an allocation of charge-offs of principal receivables in the master trust:

— the amount of charge-offs of principal receivables in the master trust that are initially allocated to that subclass of Class B notes but then reallocated to Class C notes of that series.

— plus, a portion of the charge-offs of principal receivables in the master trust that are initially allocated to Class A notes of that series but then reallocated to Class C notes of that series. These amounts will be treated as usage of the Class B required subordinated amount of Class C notes pro rata based on the ratio of nominal liquidation amount of that subclass of Class B notes to the aggregate nominal liquidation amount of the Class B notes of that series. However, because some of the issuance trust’s Class A notes—not offered by this prospectus—do not have the benefit of subordination protection of any Class B notes, charge-offs of principal receivables reallocated from those Class A notes to Class C notes do not count as Class B usage of Class C subordinated amount.

— plus, a portion of the charge-offs of principal receivables in the master trust that are initially allocated to Class C notes of that series. These amounts will be treated as usage of the Class B required subordinated amount of Class C notes pro rata based on the ratio of the Class B required subordinated amounts of Class C notes to the aggregate outstanding dollar principal amount of the Class C notes of that series.

107

Proceeds of the sale of credit card receivables as described under “—Sale of Credit Card Receivables” that are reallocated from a subordinated class of notes to a senior class of notes are treated the same as reallocated principal collections for purposes of computing the limits on reallocations.

Limit on Repayments of Subordinated Classes of Single Issuance Series

In general, in the case of a single issuance series, no funds on deposit in a principal funding subaccount will be applied to pay principal of any Class B note of that series or to make a payment under a derivative agreement with respect to principal for any Class B note of that series, and no Class B note of that series held by the issuance trust, Citibank or their affiliates will be canceled, unless, immediately before giving effect to that payment or cancellation, no Class A notes of that series are outstanding. However, funds on deposit in a principal funding subaccount may be applied to pay principal of any Class B note of a single issuance series:

• to the extent that amounts on deposit in the principal funding subaccount for the Class B notes are attributable to reimbursements of earlier reductions in the nominal liquidation amount of the Class B notes; or

• if the Class A principal funding account has been prefunded as described in “—Targeted Deposits of Principal Collections to the Principal Funding Account— Prefunding of the Principal Funding Account for Senior Classes.”

In general, in the case of a single issuance series, no funds on deposit in a principal funding subaccount will be applied to pay principal of any Class C note of that series or to make a payment under a derivative agreement with respect to principal for any Class C note of that series, and no Class C note of that series held by the issuance trust, Citibank or their affiliates will be canceled, unless, immediately before giving effect to that payment or cancellation, no Class A or Class B notes of that series are outstanding. However, funds on deposit in a principal funding subaccount may be applied to pay principal of any Class C note of a single issuance series:

• to the extent that amounts on deposit in the principal funding subaccount for the Class C notes are attributable to reimbursements of earlier reductions in the nominal liquidation amount of the Class C notes;

• if the Class A and Class B principal funding subaccounts have been prefunded as described in “—Targeted Deposits of Principal Collections to the Principal Funding Account—Prefunding of the Principal Funding Account for Senior Classes,” or

• with funds available from the applicable Class C reserve subaccount.

Limit on Repayments of Subordinated Classes of Multiple Issuance Series

In the case of a multiple issuance series, in general, no funds on deposit in a principal funding subaccount will be applied to pay principal of any note of a subordinated class of that series or to make a payment under a derivative agreement with respect to principal for any note of a subordinated class of that series, and no note of a subordinated class of that series held by the issuance trust, Citibank or their affiliates will be canceled, unless, following that

108

payment or cancellation, the remaining available subordinated amount of notes of that subordinated class of that series is at least equal to the required subordinated amount for the outstanding notes of the senior classes of that series.

For determining whether Class B notes may be repaid or canceled while Class A notes of the same series are outstanding, the remaining available subordinated amount of Class B notes is equal to the sum of:

• the aggregate nominal liquidation amount of all Class B notes of that series that will remain outstanding after giving effect to the repayment or cancellation of the Class B notes to be repaid or canceled in that month;

• plus, the aggregate amount on deposit in the principal funding subaccounts for all Class B notes of that series after giving effect to the repayment or cancellation of all Class B notes that are to be repaid or canceled in that month (other than receivables sales proceeds on deposit in those subaccounts);

• plus, the amount of Class A usage of Class B required subordinated amount in that series, as described in “—Limit on Reallocations of Principal Collections from Subordinated Classes Taken to Benefit Senior Classes of Multiple Issuance Series.”

For determining whether Class C notes may be repaid or canceled while Class A notes of the same series are outstanding, the remaining available subordinated amount of Class C notes is equal to the sum of:

• the aggregate nominal liquidation amount of all Class C notes of that series that will remain outstanding after giving effect to the repayment or cancellation of the Class C notes of that series to be repaid or canceled in that month;

• plus, the aggregate amount on deposit in the principal funding subaccounts for all Class C notes of that series after giving effect to the repayment or cancellation of all Class C notes that are to be repaid or canceled in that month (other than receivables sales proceeds on deposit in those subaccounts);

• plus, the amount of Class A usage of Class C required subordinated amount in that series, as described in “—Limit on Reallocations of Principal Collections from Subordinated Classes Taken to Benefit Senior Classes of Multiple Issuance Series.”

For determining whether Class C notes may be repaid or canceled while Class B notes of the same series are outstanding, the remaining available subordinated amount of Class C notes is equal to the sum of:

• the aggregate nominal liquidation amount of all Class C notes of that series that will remain outstanding after giving effect to the repayment or cancellation of the Class C notes of that series to be repaid or canceled in that month;

• plus, the aggregate amount on deposit in the principal funding subaccounts for all Class C notes of that series after giving effect to the repayment or cancellation of all Class C notes that are to be repaid or canceled in that month (other than receivables sales proceeds on deposit in those subaccounts);

109

• plus, the amount of Class B usage of Class C required subordinated amount in that series that directly benefits Class B notes of that series, as described in “—Limit on Reallocations of Principal Collections from Subordinated Classes Taken to Benefit Senior Classes of Multiple Issuance Series.”

In determining whether Class C notes of a multiple issuance series may be repaid or canceled, the remaining available subordinated amount is compared to the Class B required subordinated amount of Class C notes for the issuance of Class B notes, not the maximum subordinated amount of Class C notes that the Class B notes share with Class A notes of that series. See “The Notes—Issuances of New Series, Classes and Subclasses of Notes—Required Subordination Protection in Multiple Issuance Series” and “—Required Subordinated Amount.”

There are exceptions to the limit on repayment of subordinated classes of a multiple issuance series described in this subheading. These are when the senior classes of notes have been prefunded as described in “—Targeted Deposits of Principal Collections to the Principal Funding Account—Prefunding of the Principal Funding Account for Senior Classes,” when Class C notes are paid with funds available from the applicable Class C reserve subaccount as described in “—Withdrawals from the Class C Reserve Account” and when the subordinated notes reach their legal maturity date.

Subordinated notes that reach their expected principal payment date, or that have an early redemption event, event of default or other optional or mandatory redemption, will not be paid on the next following Monthly Principal Date to the extent that they are necessary to provide the required subordinated amount to senior classes of notes of the same series. If a class of subordinated notes cannot be paid because of the subordination provisions of the indenture, prefunding of the principal funding subaccounts for the senior notes of the same series will begin, as described in “—Targeted Deposits of Principal Collections to the Principal Funding Account.” Thereafter, the subordinated notes will be paid on following Monthly Principal Dates only if:

• enough notes of senior classes of that series are repaid so that the subordinated notes that are paid are no longer necessary to provide the required subordinated amount of the remaining senior notes; or

• new classes of subordinated notes of that series are issued so that the subordinated notes that are paid are no longer necessary to provide the required subordinated amount of the outstanding senior notes; or

• the principal funding accounts of the senior classes of notes of that series are prefunded so that none of the subordinated notes that are paid are necessary to provide the required subordinated amount for senior notes of the same series; or

• the subordinated notes reach their legal maturity date.

On the legal maturity date of a class of notes, all amounts on deposit in the principal funding subaccount for that class, after giving effect to allocations, reallocations, deposits and sales of receivables, will be paid to the noteholders of that class, even if payment would reduce the amount of subordination protection below the required subordinated amount of the senior classes of notes of that series. See “—Targeted Deposits of Principal Collections to the

110

Principal Funding Account—Prefunding of the Principal Funding Account for Senior Classes,” “—Sale of Credit Card Receivables” and “—Final Payment of the Notes.”

Limit on Allocations of Principal Collections of All Classes or Subclasses of Notes

No principal collections will be allocated to a class or subclass of notes with a nominal liquidation amount of zero, even if the stated principal amount of that class or subclass of notes has not been paid in full. However, any funds in the applicable principal funding subaccount that are not reallocated to other classes of that series, any funds in the applicable interest funding subaccount, and in the case of Class C notes, any funds in the applicable Class C reserve account, will still be available to pay principal of and interest on that class of notes. If the nominal liquidation amount of a class of notes has been reduced due to reallocation of principal collections to pay interest on senior classes of notes or charge-offs of principal receivables in the master trust, it is possible for that class’s nominal liquidation amount to be increased by allocations of Excess Finance Charge Collections.

Targeted Deposits to the Class C Reserve Account

The Class C reserve account will initially not be funded. The Class C reserve account will not be funded unless and until finance charge collections generated by the master trust fall below a level determined in connection with the issuance of each subclass of Class C notes. The Class C reserve account will be funded each month, as necessary, from finance charge collections allocated to the collateral certificate that month after payment of fees and expenses of the master trust servicer and the indenture trustee, targeted deposits to the interest funding account, reimbursement of charge-offs of principal receivables in the master trust that are allocated to the collateral certificate and reimbursement of any deficits in the nominal liquidation amounts of the notes.

The aggregate deposit to be made to the Class C reserve account in each month from finance charge collections will be the sum of Class C reserve account deposits targeted to be made for each class or subclass of Class C notes. The amount of that deposit and the circumstances that require that deposit to be made in connection with the Class 201[·]-[·][·] notes is set forth below.

If the aggregate deposit made to the Class C reserve account is less than the sum of the targeted deposits for each class of Class C notes, then the amount available will first be allocated to each class that requires a deposit pro rata based on the ratio of the nominal liquidation amount of that class to the aggregate nominal liquidation amount of all Class C notes that have a targeted deposit. Any amount in excess of the amount targeted to be deposited to the Class C reserve subaccount for any class of notes will be reallocated to classes of notes that did not receive their targeted deposits as a result of the initial allocation on the same basis until all available funds are applied.

In addition, if a new issuance of notes of a multiple issuance series results in an increase in the funding deficit of the Class C reserve account for any subclass of Class C notes of that series, the issuance trust will make a cash deposit to that Class C reserve account in the amount of that increase. See “The Notes—Issuances of New Series, Classes and Subclasses of Notes.”

111

[See “The Class  201[·]-[· ][·] Notes—Summary of Terms—Class C Reserve Account” for a description of the events triggering a deposit and the amounts of such deposits for the Class 201[·]-[·][·] notes.]

Withdrawals from the Class C Reserve Account

Withdrawals will be made from the Class C reserve subaccounts, but in no event more than the amount on deposit in the applicable Class C reserve subaccount, in the following order:

• Interest and Payments with Respect to Derivative Agreements for Interest.    If the amount on deposit in the interest funding subaccount for any class or subclass of Class C notes is insufficient to pay in full the amounts for which withdrawals are required, the amount of the deficiency will be withdrawn from the applicable Class C reserve subaccount and deposited into the applicable interest funding subaccount.

• Payments of Principal and Payments with Respect to Derivative Agreements for Principal.    If the amount on deposit in the principal funding subaccount for any class or subclass of Class C notes is insufficient to pay in full the amounts for which withdrawals are required, an amount equal to the lesser of (i) the amount of the deficiency and (ii) the amount by which the nominal liquidation amount of the class or subclass of Class C notes plus funds on deposit in the applicable Class C principal funding subaccount is less than the outstanding dollar principal amount of the subclass of Class C notes will be withdrawn from the applicable Class C reserve subaccount and deposited into the applicable principal funding subaccount.

• Amounts Treated as Finance Charge Collections.    If at any time the amount on deposit in a Class C reserve subaccount is greater than the required amount, the excess will be withdrawn and treated as finance charge collections. In addition, after payment in full of any class or subclass of Class C notes, any amount remaining on deposit in the applicable Class C reserve subaccount will be withdrawn and treated as finance charge collections.

Sale of Credit Card Receivables

If a class of notes has an event of default and is accelerated before its legal maturity date, the master trust may sell credit card receivables—or an interest in credit card receivables if appropriate tax opinions are received—if the conditions described in “Covenants, Events of Default and Early Redemption Events—Events of Default” are satisfied. This sale will take place at the option of the indenture trustee or at the direction of the holders of a majority of aggregate outstanding dollar principal amount of notes of that class. Those majority holders will also have the power to determine the time of the sale, except that any sale of receivables for a subordinated class of notes will be delayed until the senior classes of notes of the same series are prefunded to such an extent that the proceeds of the receivables are sufficient to provide the required subordination protection for the non-prefunded portion of the senior classes of that series. If principal of or interest on a class of notes has not been paid in full on the legal maturity date, the sale will automatically take place on that date. There may be only one sale of credit card receivables for each class of notes.

112

The amount of credit card receivables sold will be up to 110% of the nominal liquidation amount of the class of notes that directed the sale to be made. The proceeds of the sale of receivables will be deposited into the principal funding account for the applicable class up to the outstanding dollar principal amount of the applicable class. Any excess will be deposited into the interest funding subaccount for that class, to be applied to future payments of interest and to reimburse withdrawals of proceeds of the sale of receivables from the principal funding subaccount of that class.

In the case of any accelerated class of Class A notes, or any class of notes that has reached its legal maturity date, or any class of notes that is not prevented from being repaid by virtue of the subordination provisions of the indenture, the master trust will sell either an ownership interest in specific principal receivables and finance charge receivables, or an amortizing undivided interest in the pool of receivables in the master trust. In any other case, the master trust will sell a undivided interest in the pool of receivables in the master trust that is initially a revolving undivided interest in the pool of receivables in the master trust, that then converts either to an ownership interest in specific receivables or to an amortizing undivided interest in receivables. In this case, the undivided interest would revolve from the date of the sale until the earlier of the legal maturity date of the affected class of notes and the date when the affected class of notes is not prevented from being paid by the subordination provisions of the indenture. While an undivided interest is revolving, the principal collections allocated to it by the master trust will be treated as principal collections that are allocated to the notes and applied as described in item second under “—Allocation of Principal Collections to Accounts” or reinvested in credit card receivables in the master trust. In the case of an amortizing undivided interest, the principal collections allocated to it by the master trust will be paid to the purchaser, and will not be available to noteholders or reinvested. For both revolving and amortizing undivided interests, the finance charge collections allocated to the undivided interest will be paid to the purchaser, and will not be available to the noteholders. Both revolving and amortizing undivided interests will be reduced by a pro rata allocation of charged-off credit card receivables in the master trust.

The nominal liquidation amount of the class of notes that directed the sale to be made will be reduced to zero. No more principal collections will be allocated to that class.

The only sources of funds to pay principal of a class of notes that has directed a sale of credit card receivables will be the proceeds of the sale of receivables, receipts under derivative agreements, funds available in any applicable reserve account and funds available under item third under “—Allocation of Finance Charge Collections to Accounts” to reimburse amounts withdrawn from the principal funding subaccount of that class to provide subordination protection for senior classes of the same series. That class will not receive any further distributions of principal collections under the collateral certificate. Interest on that class of notes will be paid only with funds on deposit in that class’s interest funding subaccount, investment earnings on funds in that class’s principal funding subaccount, receipts under any derivative agreement and funds available in any applicable reserve account.

113

If Class A notes direct a sale of credit card receivables to be made, the proceeds will be paid out on the next Monthly Principal Date following the date of the sale. However, proceeds of a sale directed by a subordinated class of notes will not be paid before the legal maturity date of that class, to the extent those notes are necessary to provide the required subordinated amount of a senior class of notes of the same series. If a class of notes cannot be paid because of the subordination provisions of the indenture, prefunding of the principal funding subaccounts for the senior notes of the same series—which will have begun when the subordinated class had its event of default—will continue as described in “—Targeted Deposits of Principal Collections to the Principal Funding Account.” Thereafter, receivables sales proceeds will be paid to the applicable noteholders when the subordination provisions of the indenture permit, or on the legal maturity date of the applicable notes. On the legal maturity date of a subordinated class of notes, any funds on deposit in that class’s principal funding subaccount will be paid to the noteholders of that class, even if payment would reduce the amount of subordination protection below the required subordinated amount of the senior classes of that series.

So long as the proceeds of sales of credit card receivables are on deposit in the principal funding subaccount for a subordinated class of notes, those funds will be treated like principal collections for purposes of reallocations to pay interest on senior classes of notes, or to reimburse charge-offs of principal receivables in the master trust, to the extent that the nominal liquidation amount of that class would have been available for the same purposes. The proceeds of sales of credit card receivables on deposit in the principal funding subaccount for a subordinated class of notes will not be reallocated to the principal funding subaccount for a senior class if the senior classes of notes of that series have reached their expected principal payment date, or have an early redemption event, event of default or other optional or mandatory redemption, or require prefunding, or for the other purposes described under “—Targeted Deposits of Principal Collections to the Principal Funding Account.”

If a class of notes directs a sale of credit card receivables, then that class will no longer be entitled to subordination protection from subordinated classes of notes of the same series. However, the proceeds of the sale of credit card receivables on deposit in the principal funding subaccount for a subordinated class of notes continue to provide subordination protection to the senior classes of notes of the same series until the legal maturity date of the subordinated class of notes.

Classes of notes that have directed sales of credit card receivables are generally not considered to be outstanding under the indenture, including for purposes of

• allocations of finance charge collections and principal collections,

• computing the required subordinated amount available for new issuances of senior notes of a multiple issuance series, and

• computing Surplus Finance Charge Collections and the weighted average interest rate of the notes.

114

After giving effect to a sale of receivables for a class of notes, the amount of proceeds on deposit in a principal funding subaccount may be less than the outstanding dollar principal amount of that class. This deficiency can arise if the nominal liquidation amount of that class was reduced before the sale of receivables or if the sale price for the receivables was low. These types of deficiencies will not be reimbursed. A deficiency can also arise if proceeds on deposit in a subordinated class’s principal funding subaccount have been reallocated to pay interest on senior classes of notes or reimburse charge-offs of principal receivables in the master trust. Until the legal maturity date of a class of notes, finance charge collections under item third under “—Allocation of Finance Charge Collections to Accounts” that are available to reimburse reductions in the nominal liquidation amount of the notes will be shared pro rata to reimburse this kind of deficiency.

Final Payment of the Notes

Noteholders will not be entitled to payment of principal, or in the case of foreign currency notes, to have any payment made by the issuance trust under a derivative agreement with respect to principal, in excess of the highest outstanding dollar principal amount of that class

• minus, any unreimbursed reductions in the nominal liquidation amount of that class from charge-offs of principal receivables in the master trust;

• minus, any unreimbursed reallocations of principal collections to pay interest on senior classes of notes; and

• plus, in the case of classes of Class C notes, funds in the applicable Class C reserve account.

As an exception to this rule, the proceeds of a sale of receivables following acceleration or on the legal maturity date of a class of notes will be available to the extent necessary to pay the outstanding dollar principal amount of that class on the date of the sale.

A class of notes will be considered to be paid in full, the holders of those notes will have no further right or claim, and the issuance trust will have no further obligation or liability for principal or interest, on the earliest to occur of

• the date of the payment in full of the stated principal amount of and all accrued interest on that class of notes;

• the date on which the outstanding dollar principal amount of that class of notes is reduced to zero, and all accrued interest on that class of notes is paid in full; or

• on the legal maturity date of that class of notes, after giving effect to all deposits, allocations, reallocations, sales of credit card receivables and payments to be made on that date.

Pro Rata Payments Within a Class or Subclass

With respect to single issuance series, all notes of a class will receive payments of principal and interest pro rata based on the outstanding dollar principal amount of each note in

115

that class. With respect to multiple issuance series, all notes of a subclass will receive payments of principal and interest pro rata based on the outstanding dollar principal amount of each note in that subclass.

COVENANTS, EVENTS OF DEFAULT AND EARLY REDEMPTION EVENTS

Issuance Trust Covenants

The issuance trust will not, among other things

• except as expressly permitted by the indenture or related documents, sell, transfer, exchange or otherwise dispose of any of the assets of the issuance trust that constitutes collateral for the notes, unless directed to do so by the indenture trustee,

• claim any credit on or make any deduction from the principal and interest payable on the notes, other than amounts withheld under the Internal Revenue Code or other applicable tax law,

• voluntarily dissolve or liquidate, or

• permit (A) the validity or effectiveness of the indenture to be impaired or permit any person to be released from any covenants or obligations with respect to the notes under the indenture except as may be expressly permitted by the indenture, (B) any lien, charge, excise, claim, security interest, mortgage or other encumbrance to be created on or extend to or otherwise arise upon or burden the collateral for the notes or proceeds thereof except as may be created by the terms of the indenture or (C) the lien of the indenture not to constitute a valid security interest in the assets of the issuance trust that secure the notes.

The issuance trust may not engage in any activity other than the activities specified under “The Issuance Trust.” The issuance trust will not incur, assume or guarantee any indebtedness for borrowed money other than indebtedness incurred on the notes and under the indenture.

Events of Default

Each of the following events is an “event of default” for any class of notes:

• the issuance trust’s failure, uncured after five business days, to pay interest on any note of that class when due;

• the issuance trust’s failure to pay the stated principal amount of any note of that class on its legal maturity date;

• the issuance trust’s default in the performance, or breach, of any other of its covenants or warranties in the indenture, uncured 60 days after written notice by the indenture trustee or by the holders of 10% of the aggregate outstanding dollar principal amount of the outstanding notes of the affected class—other than a covenant or warranty included in the indenture solely for the benefit of series or classes of notes other than that particular class—and that default or breach is materially adverse to those noteholders;

116

• the occurrence of some events of bankruptcy, insolvency or reorganization of the issuance trust; and

• any additional events of default determined in connection with the issuance of such class of notes, as applicable. [Insert any additional events of default applicable to the Class 201[·]-[·][·] notes.]

Notes other than the notes offered by this prospectus may have different events of default, to the extent acceptable to the rating agencies.

Failure to pay the full stated principal amount of a note on its expected principal payment date will not constitute an event of default. An event of default with respect to one class of notes will not necessarily be an event of default with respect to any other class of notes. The remedies available upon the occurrence of an event of default will be available only to a series or class of notes to which the event of default relates.

The occurrence of an event of default involving the bankruptcy or insolvency of the issuance trust results in an automatic acceleration of all of the notes. If other events of default occur and are continuing with respect to any class, either the indenture trustee or the holders of more than 50% in aggregate outstanding dollar principal amount of the notes of that class may declare the principal of all those outstanding notes to be immediately due and payable. This declaration of acceleration may generally be rescinded by the holders of a majority in aggregate outstanding dollar principal amount of outstanding notes of that class.

If a class of notes is accelerated before its legal maturity date, the indenture trustee may at any time thereafter, and at the direction of the holders of a majority of aggregate outstanding dollar principal amount of notes of that class at any time thereafter will, direct the master trust to sell credit card receivables—or an interest in credit card receivables if appropriate tax opinions are received—as described in “Deposit and Application of Funds—Sale of Credit Card Receivables,” but only if at least one of the following conditions is met:

• 90% of the holders of the accelerated class of notes consent; or

• the proceeds of the sale would be sufficient to pay all outstanding amounts due on the accelerated class of notes; or

• the indenture trustee determines that the funds to be allocated to the accelerated class of notes, taking into account finance charge collections and principal collections allocable to the collateral certificate, payments to be received under derivative agreements and amounts on deposit in the applicable principal funding subaccount and interest funding subaccount and, in the case of Class C notes, the applicable Class C reserve subaccount is not likely to be sufficient to make payments on the accelerated notes when due, and the holders of 66-2/3% of the aggregate outstanding principal dollar amount of notes of the accelerated class consent to the sale.

117

If net sale proceeds of the credit card receivables would be less than the nominal liquidation amount of accelerated subordinated notes, prefunding of the principal funding subaccounts for the senior classes will begin and continue until the principal funding subaccounts have been prefunded to the extent necessary to permit the sale of the applicable credit card receivables and deposit of proceeds of the sale to the principal funding subaccount for the subordinated class. See “Deposit and Application of Funds—Targeted Deposits of Principal Collections to the Principal Funding Account—Prefunding of the Principal Funding Account for Senior Classes.” The sale of credit card receivables will be delayed until the prefunding is complete or until the legal maturity date of the accelerated notes.

In addition, as a condition to a sale of an undivided interest in receivables rather than an absolute ownership, the indenture trustee must obtain appropriate tax opinions.

If a sale of credit card receivables does not take place following an acceleration of a class of notes, then:

• The issuance trust will continue to hold the collateral certificate, and distributions on the collateral certificate will continue to be applied in accordance with the distribution provisions of the indenture.

• Principal and interest will be paid monthly on the accelerated class of notes to the extent funds are received from the master trust and available to the accelerated class after giving effect to all allocations and reallocations and to the extent payment is permitted by the subordination provisions of the accelerated class.

• If the accelerated notes are of a subordinated class, and subordination requirements prevent the payment of the accelerated subordinated class, prefunding of the senior classes of that series will begin, as described in “Deposit and Application of Funds—Targeted Deposits of Principal Collections to the Principal Funding Account.” Thereafter, payment will be made to the extent described in “Deposit and Application of Funds—Limit on Repayments of Subordinated Classes of Single Issuance Series” and “—Limit on Repayments of Subordinated Classes of Multiple Issuance Series.”

• On the legal maturity date of the accelerated notes, if the notes have not been paid in full and if the notes have a nominal liquidation amount in excess of zero, the indenture trustee will direct the master trust to sell credit card receivables as described under “Deposit and Application of Funds—Final Payment of the Notes.”

The holders of a majority in aggregate outstanding dollar principal amount of any accelerated class of notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the indenture trustee, or exercising any trust or power conferred on the indenture trustee. However, this right may be exercised only if the direction provided by the noteholders does not conflict with applicable state and federal law or the indenture or have a substantial likelihood of involving the indenture trustee in personal liability.

118

Generally, if an event of default occurs and any notes are accelerated, the indenture trustee is not obligated to exercise any of its rights or powers under the indenture unless the holders of affected notes offer the indenture trustee reasonable indemnity. Upon acceleration of the maturity of a series or class of notes following an event of default, the indenture trustee will have a lien on the collateral for those notes ranking senior to the lien of those notes for its unpaid fees and expenses.

If an event of default occurs consisting of failure to pay principal of or interest on a class of notes in full on the legal maturity date, the issuance trust will automatically direct the master trust to sell credit card receivables on that date, as described in “Deposit and Application of Funds—Sale of Credit Card Receivables.”

The indenture trustee has agreed, and the noteholders will by their purchase of notes be deemed to agree, that they will not at any time institute against the issuance trust, Citibank or the master trust any bankruptcy, reorganization or other proceeding under any federal or state bankruptcy or similar law.

Early Redemption Events

The issuance trust is required to redeem in whole or in part, to the extent that funds are available for that purpose, any class of notes of a series upon the occurrence of an early redemption event with respect to that class. Early redemption events include the following:

• the occurrence of a note’s expected principal payment date;

• each of the early amortization events applicable to the collateral certificate, as described under “The Master Trust—Early Amortization Events;”

• mandatory prepayment of the entire collateral certificate resulting from a breach of a representation or warranty by Citibank under the pooling and servicing agreement;

• the amount of Surplus Finance Charge Collections averaged over any three consecutive months being less than the Required Surplus Finance Charge Amount for the most recent month;

• for any notes that are entitled to receive allocations of principal collections, the Portfolio Yield for any month is less than the weighted average interest rates for all notes of the same group as of the last day of the month, taking into account all net payments to be made or received under Performing derivative agreements;

• the issuance trust becoming an “investment company” within the meaning of the Investment Company Act of 1940;

• with respect to any notes that have funds on deposit in the applicable principal funding subaccount on the last day of any month, the occurrence of a PFA Negative Carry Event; or

• any additional early redemption event determined in connection with the issuance of such series or class of notes, as applicable. [Insert any additional early redemption events applicable to the Class 201[·]-[·][·] notes.]]

119

Notes other than the notes offered by this prospectus may have different early redemption events, to the extent acceptable to the rating agencies.

The redemption price of a note so redeemed will be the outstanding dollar principal amount of that note, plus accrued interest but unpaid on that note to but excluding the date of redemption, which will be the next Monthly Principal Date. If the amount of principal collections and finance charge collections of credit card receivables allocable to the class of notes to be redeemed, together with funds on deposit in the applicable principal funding subaccount, interest funding subaccount and, in the case of Class C notes, the Class C reserve account are insufficient to pay the redemption price in full on the next Monthly Principal Date after giving effect to subordination and allocations to any other notes ranking equally with that note, monthly payments on the notes to be redeemed will thereafter be made on each Monthly Principal Date until the outstanding dollar principal amount of the notes plus all accrued and unpaid interest is paid in full, or the legal maturity date of the notes occurs, whichever is earlier.

No principal collections will be allocated to a class of notes with a nominal liquidation amount of zero, even if the outstanding dollar principal amount of that class has not been paid in full. However, any funds in the applicable principal funding subaccount that are not reallocated to other classes of that series, and any funds in the applicable interest funding subaccount and, in the case of Class C notes, the Class C reserve account will still be available to pay principal of and interest on that class of notes. In addition, if Excess Finance Charge Collections are available, they can be applied to reimburse reductions in the nominal liquidation amount of that class resulting from reallocations of principal collections to pay interest on senior classes of notes, or from charge-offs of principal receivables in the master trust.

Payments on redeemed notes will be made in the same priority as described in “The Notes—Subordination of Principal.” The issuance trust will give notice to holders of the affected notes before an early redemption date. [An early redemption event relating to one series or class of notes will not necessarily be an early redemption event relating to any other series or class of notes. The issuance trust will only be required to redeem each series or class of notes to which the early redemption event relates, and only to the extent described above.]

120

MEETINGS, VOTING AND AMENDMENTS

Meetings

The indenture trustee may call a meeting of the holders of notes of a series or class at any time. The indenture trustee will call a meeting upon request of the issuance trust or the holders of at least 10% in aggregate outstanding dollar principal amount of the outstanding notes of the series or class. In any case, a meeting will be called after notice is given to holders of notes in accordance with “Notices and Reports—Notices.”

The quorum for a meeting is a majority of the holders of the outstanding dollar principal amount of the notes, the series of notes or the class of notes that is to have the meeting, as the case may be, unless a higher percentage is specified for approving action taken at the meeting, in which case the quorum is the higher percentage.

Voting

Any action or vote to be taken by the holders of a majority or larger specified percentage of the notes, any series of notes or any class of notes may be adopted by the affirmative vote of the holders of a majority or the applicable larger specified percentage in aggregate outstanding dollar principal amount of the outstanding notes, of that series or of that class, as the case may be.

Any action or vote taken at any meeting of holders of notes duly held in accordance with the indenture will be binding on all holders of the affected notes or the affected series or class of notes, as the case may be.

Notes held by the issuance trust, Citibank or their affiliates will not be deemed outstanding for purposes of voting or calculating quorum at any meeting of noteholders.

Amendments to the Pooling and Servicing Agreement

Citibank and the master trust trustee may amend the pooling and servicing agreement and any supplement to that agreement without the consent of the master trust investor certificateholders so long as the master trust trustee receives an opinion of counsel that the amendment will not materially adversely affect the interests of the investor certificateholders and each of the rating agencies confirms that the amendment will not cause its rating assigned to any outstanding series or class to be withdrawn or reduced. Accordingly, neither the issuance trust nor any holder of any note will be entitled to vote on any such amendment.

121

The pooling and servicing agreement and any supplement to that agreement may also be amended with the consent of master trust investor certificateholders holding not less than 66-2/3% of the aggregate outstanding dollar principal amount of the investor certificates of all adversely affected series for the purpose of adding, changing or eliminating any provisions of the agreement or any supplement or of modifying the rights of those investor certificateholders. However, no amendment may

• reduce the amount of, or delay the timing of, any distribution to be made to investor certificateholders or the amount available under any series enhancement without the consent of each affected investor certificateholder,

• change the definition or the manner of calculating the interest of any investor certificate without the consent of each affected investor certificateholder,

• reduce the percentage of investor certificateholders required to consent to any amendment without the consent of each investor certificateholder, or

• adversely affect the rating of any series or class of investor certificates without the consent of investor certificateholders holding not less than 66-2/3% of the aggregate outstanding dollar principal amount of that series or class.

Amendments to the Indenture

The issuance trust and the indenture trustee may modify and amend the indenture or any supplemental indenture with the consent of the holders of not less than a majority in aggregate dollar principal amount of the outstanding notes of each series affected by that modification or amendment. However, if the modification or amendment would result in any of the following events occurring, it may be made only with the consent of the holders of each outstanding note affected by the modification or amendment:

• a change in any date scheduled for the payment of interest on any note, the expected principal payment date or legal maturity date of any note, or the date determined for any mandatory or optional redemption of any note;

• a reduction of the stated principal amount, outstanding dollar principal amount or nominal liquidation amount of, or interest rate on, any note;

• an impairment of the right to institute suit for the enforcement of any payment on any note;

• a reduction of the percentage in outstanding dollar principal amount of notes of any series or class, the consent of whose holders is required for modification or amendment of the indenture or any supplemental indenture or for waiver of compliance with provisions of the indenture or supplemental indenture or for waiver of defaults;

• permission is given to create any lien ranking senior to the lien of the indenture or terminate the lien of the indenture;

• a change in any obligation of the issuance trust to maintain an office or agency in the places and for the purposes required by the indenture; or

122

• a change in the method of computing the amount of principal of, or interest on, any note on any date.

The issuance trust and the indenture trustee may also amend, supplement or otherwise modify the indenture without the consent of any noteholders in any manner that would not adversely affect, in any material respect, the interests of the noteholders, including for purposes of curing ambiguities, correcting inconsistencies, and providing for the new issuances of notes. In addition, without the consent of any noteholders, the issuance trust may amend the indenture to change the amount of subordination required or available for any class of notes of a multiple issuance series, or the method of computing the amount of that subordination, so long as the issuance trust has received confirmation from each of the rating agencies that the change will not result in its rating assigned to any outstanding notes to be withdrawn or reduced.

The holders of a majority in aggregate outstanding dollar principal amount of the notes of a series may waive, on behalf of the holders of all the notes of that series, compliance by the issuance trust with specified restrictive provisions of the indenture.

The holders of a majority in aggregate outstanding dollar principal amount of the notes of an affected series or class may, on behalf of all holders of notes of that series or class, waive any past default under the indenture with respect to notes of that series or class. However, the consent of the holders of all outstanding notes of a class is required to waive any past default in the payment of principal of, or interest on, any note of that class or in respect of a covenant or provision of the indenture that cannot be modified or amended without the consent of the holders of each outstanding note of that class.

Amendments to the Trust Agreement

Citibank and the issuance trust trustee may amend the trust agreement without the consent of the noteholders so long as the indenture trustee receives an opinion of counsel that the amendment will not adversely affect in any material respect the interests of the noteholders and each of the rating agencies confirms that the amendment will not cause its rating assigned to any outstanding series or class of notes to be withdrawn or reduced. Accordingly, neither the indenture trustee nor any holder of any note will be entitled to vote on any such amendment.

The trust agreement may also be amended with the consent of noteholders holding not less than 66-2/3% of the aggregate outstanding dollar principal amount of the notes of all adversely affected series for the purpose of adding, changing or eliminating any provisions of the agreement or of modifying the rights of those noteholders.

Tax Opinions for Amendments

No amendment to the indenture or the trust agreement will be effective unless the issuance trust has delivered to the indenture trustee and the rating agencies an opinion of counsel that:

• for federal and South Dakota income and franchise tax purposes (1) the amendment will not adversely affect the characterization as debt of any outstanding series or

123

class of master trust investor certificates issued by the master trust, other than the collateral certificate and the Series 2009 certificate, (2) the amendment will not cause a taxable event to holders of master trust investor certificates, other than the collateral certificate and the Series 2009 certificate, and (3) following the amendment, the master trust will not be an association, or publicly traded partnership, taxable as a corporation; and

• for federal and Delaware income and franchise tax purposes (1) the amendment will not adversely affect the characterization of the notes of any outstanding series or class as debt, (2) the amendment will not cause a taxable event to holders of any outstanding notes, and (3) following the amendment, the issuance trust will not be an association, or publicly traded partnership, taxable as a corporation.

Treatment of Noteholders

The pooling and servicing agreement provides that, for purposes of voting on or giving consents or directions with regard to matters arising under that agreement, noteholders will be deemed to be holders of investor certificates for such purposes. For purposes of any vote or consent under the pooling and servicing agreement or any giving of instructions or directions to the master trust trustee (such as upon the occurrence of a servicer default or the declaration of an early amortization event):

• that requires action by each holder of a master trust investor certificate, each holder of a note will be treated as a holder of an investor certificate under the pooling and servicing agreement;

• that requires action by any series of investor certificates, each series of notes will be treated as a series of investor certificates under the pooling and servicing agreement;

• that requires action by any class of investor certificates, each subclass of notes will be treated as a class of investor certificates under the pooling and servicing agreement; and

• any notes owned by the issuance trust, Citibank or any of their affiliates will be deemed not to be outstanding.

NOTICES AND REPORTS

Notices

Notices to holders of the Class 201[·]-[·][ ·] notes will be given by mail sent to the addresses of the holders as they appear in the note register.

Issuance Trust’s Annual Compliance Statement

The issuance trust is required to furnish annually to the indenture trustee a statement concerning its performance or fulfillment of covenants, agreements or conditions in the indenture as well as the presence or absence of defaults under the indenture.

124

Indenture Trustee’s Annual Report

The indenture trustee, to the extent required under the Trust Indenture Act of 1939, will mail each year to all noteholders a report concerning

• its eligibility and qualifications to continue as trustee under the indenture,

• any amounts advanced by it under the indenture,

• the amount, interest rate and maturity date or indebtedness owing by the issuance trust to it in the indenture trustee’s individual capacity,

• the property and funds physically held by it as indenture trustee,

• any release or release and substitution of collateral subject to the lien of the indenture that has not previously been reported, and

• any action taken by it that materially affects the notes and that has not previously been reported.

List of Noteholders

Three or more holders of notes of any series, each of whom has owned a note for at least six months, may, upon written request to the indenture trustee, obtain access to the current list of noteholders of the issuance trust for purposes of communicating with other noteholders concerning their rights under the indenture or the notes. The indenture trustee may elect not to give the requesting noteholders access to the list if it agrees to mail the desired communication or proxy to all applicable noteholders.

Reports

Monthly reports will be filed with the Securities and Exchange Commission. These monthly reports will contain information regarding the following:

• the collateral securing the notes, including the amount of principal receivables in the master trust and data regarding purchase and repayment rates and losses and delinquencies on the accounts;

• the collateral certificate, including finance charge collections and principal collections allocable to the collateral certificate;

• the notes, including the outstanding principal amounts of each class, balances and targeted deposits for the interest and principal funding accounts and the Class C reserve account, the enhancement amounts available to each senior class from each subordinated class, and reductions and reimbursements of the nominal liquidation amounts for each class; and

• distributions to noteholders, including amounts and dates of distributions of interest and principal for each class.

These reports will not be sent to noteholders. See “Where You Can Find Additional Information” for information as to how these reports may be accessed.

125

The servicer will prepare the annual report on assessment of compliance with the servicing criteria for asset-backed securities and the annual statement of compliance required by applicable SEC regulations. In addition, an independent accounting firm will prepare an annual report that attests to, and reports on, the assessment of compliance made by the servicer. These reports and statements will be filed as exhibits to the issuance trust’s annual report on Form 10-K filed with the SEC.

On or before January 31 of each calendar year, the paying agent, on behalf of the indenture trustee, will furnish to each person who at any time during the prior calendar year was a noteholder of record a statement containing the information required to be provided by an issuer of indebtedness under the Internal Revenue Code. See “Tax Matters.”

THE SPONSOR

Citibank, N.A. is the sponsor of the master trust and the issuance trust.

Citibank (South Dakota) and Citibank (Nevada) established the master trust (originally known as the Standard Credit Card Master Trust I) on May 29, 1991, and the issuance trust on September 12, 2000. On October 1, 2006, Citibank (Nevada) merged with and into Citibank (South Dakota), with Citibank (South Dakota) as the surviving entity. On July 1, 2011, Citibank (South Dakota) merged with and into Citibank, with Citibank as the surviving entity. References to “Citibank” in this prospectus include Citibank’s predecessors, Citibank (South Dakota) and Citibank (Nevada), unless the context requires otherwise.

Citibank was originally organized on June 16, 1812, and now is a national banking association and an indirect wholly-owned subsidiary of Citigroup Inc., a Delaware corporation. Citibank is a commercial bank that, along with its subsidiaries and affiliates, offers a wide range of banking and trust services to its customers throughout the United States and the world. As a result of the merger with Citibank (South Dakota), Citibank is one of the nation’s largest credit card issuers. As a national bank, Citibank is a regulated entity permitted to engage only in banking and activities incidental to banking. Citibank is primarily regulated by the Office of the Comptroller of the Currency.

Citibank has sponsored programs of securitization of credit card receivables since 1988 through the establishment of securitization vehicles such as the National Credit Card Trust (1988 and 1989), the Standard Credit Card Trust (1990), the Euro Credit Card Trust (1989 and 1990), the Money Market Credit Card Trust (1989) and the master trust. Citibank has also sponsored commercial paper programs, such as the DAKOTA program. In addition, Citibank sponsors a securitization trust a significant portion of whose assets consist of receivables generated in private-label and co-brand credit card accounts and which currently issues its securities through private placements. Through these and other vehicles, Citibank has sponsored the issuance of over $230 billion of credit card receivable-backed securities in more than 350 transactions.

Citibank is the servicer and the only seller into the master trust and is the sole beneficiary of the issuance trust. Citibank is also the manager of the issuance trust.

126

Citibank establishes the credit and risk criteria for the origination and acquisition of credit card accounts owned by it, including the accounts in the master trust. Citibank’s U.S. credit card business is described under “The U.S. Credit Card Business of Citibank” which is set forth in Annex II to this prospectus.

Citibank’s role and responsibilities as servicer of the credit card receivables in the master trust are described under “The Master Trust—The Servicer.”

Credit Risk Retention¹

Citibank owns the seller’s interest, which represents the interest in master trust not represented by the investor certificates issued and outstanding under the master trust or the rights, if any, of any credit enhancement providers to receive payments from the master trust. Pursuant to the pooling and servicing agreement, Citibank will allocate among each series of investor certificates issued and outstanding and the seller’s interest, all amounts collected on finance charge receivables and principal receivables, defaulted receivables and miscellaneous payments, based on a varying percentage called the allocation percentage. Citibank will make each allocation by referenced to the applicable allocation percentage for each series and the sellers’ percentage, and, in certain circumstances, the percentage interest of certain series enhancement providers, with respect to such series. Until principal amounts are needed to be accumulated to pay any series, class or subclass of notes (including the Class-201[·]-[·][·] notes), principal amounts allocable to those notes will be applied to other Citiseries notes which are accumulating principal or paid to Citibank, as holder of the seller’s interest. Amounts payable to the holder of the seller’s interest with respect to amounts collected on principal receivables will be paid to that holder if, and only to the extent that, the seller’s interest on such day (after giving effect to any new receivables transferred to the master trust on the applicable day) exceeds the required seller’s interest, but otherwise will be deposited in the collection account as unallocated principal collections.

Citibank will comply with U.S. risk retention requirements through retention by Citibank of an interest in the seller’s interest in an amount equal to not less than five percent of the excess of the aggregate unpaid principal balance of all outstanding notes issued by the issuance trust over the aggregate amount of principal collections on deposit in the related principal funding subaccounts, measured in accordance with the requirements of the U.S. risk retention rule and determined at the closing of each issuance of notes and monthly thereafter, as provided in the U.S. risk retention rule. We refer to this excess as the “aggregate adjusted outstanding ABS investor interests” in this section. In determining the aggregate unpaid principal balance of all outstanding notes, any notes held for the life of such notes by Citibank or its wholly owned affiliates may be disregarded and deemed not to be outstanding. A “wholly-owned affiliate” refers to a person (other than the issuance trust) that, directly or indirectly, wholly controls, is wholly controlled by, or is wholly under common control with, another person. For purposes of this definition, “wholly controls” means ownership of 100 percent of the equity of any entity.

¹  To be included in prospectuses in connection with the issuances of notes after the compliance date for the final U.S. risk retention rule.

127

The amount of the seller’s interest fluctuates each day as new principal receivables are created and others are paid or charged-off as uncollectible. Therefore, the amount of the seller’s interest will fluctuate each day to reflect the changes in the amount of principal receivables in the master trust. In addition, the seller’s interest will generally increase to reflect reductions in the Invested Amount of any investor certificates, and will generally decrease as a result of the issuance of a new series of investor certificates by the master trust. Similarly, the seller’s interest will generally increase as a result of the reduction of the amount of the Invested Amount of the collateral certificate due to payment of principal on a series, class or subclass of notes, and will generally decrease as a result of an increase in the Invested Amount of the collateral certificate due to an issuance of a new series, class or subclass of notes or due to an issuance of additional notes for an existing subclass of notes. The seller’s interest was approximately $[·] as of [·] [·], 201[·], representing approximately [·] percent of the aggregate unpaid principal balance of all outstanding investor certificates at such date, measured in accordance with the requirements of the U.S. risk retention rule.²

Citibank expects its interest in the seller’s interest to be equal to approximately $[·], representing approximately [·]% of the adjusted outstanding ABS investor interests, as of the closing date for the Class 201[·]-[·][ ·] notes, measured in accordance with the provisions of the U.S. risk retention rule. As permitted under the U.S. risk retention rule, for purposes of determining the size of Citibank’s interest in the seller’s interest on that closing date, we have used the aggregate principal balance of the receivables in the master trust portfolio as of [insert date not more than 60 days prior the to the date of first use of this disclosure with investors] and the aggregate unpaid principal balance of all notes issued by the issuance trust that are expected to be outstanding as of that closing date, including $[·] of the Class 201[·]-[·][· ] notes. The amount of Citibank’s interest in the seller’s interest retained on the closing date for the Class 201[·]-[·][·] notes will be disclosed by the issuing entity in a current report on Form 8-K within a reasonable time after closing if that amount is materially different from the amount disclosed in this prospectus.

Certain Interests in Master Trust and the Issuance Trust

Citibank owns the seller’s interest, which represents the interest in the master trust not represented by the investor certificates issued and outstanding under the master trust or the rights, if any, of any credit enhancement providers to receive payments from the master trust. The amount of principal receivables in the master trust will vary each day as new principal receivables are created and others are paid or charged off as uncollectible. Therefore, the amount of the seller’s interest will fluctuate each day to reflect the changes in the amount of the principal receivables in the master trust. In addition, the seller’s interest will generally increase to reflect reductions in the Invested Amount of any series of investor certificates, and will generally decrease as a result of the issuance of a new series of investor certificates by the master trust. Similarly, the seller’s interest will generally increase as a result of the reduction of the Invested Amount of the collateral certificate due to payment of principal on a series, class or subclass of notes, and will generally decrease as a result of an increase in the invested

²  Insert amount reported as of the end of the most recent distribution period for which a Form 10-D has been filed prior to the date of the prospectus.

128

amount of the collateral certificate due to the issuance of a new series, class or subclass of notes, or due to an issuance of additional notes for an existing subclass of notes. The seller’s interest was approximately $[·] as of [·] [·], 201[·].³

RELATED PARTIES

Citibank, the sponsor and depositor of the issuance trust and the master trust, is an indirect wholly owned subsidiary of Citigroup Inc. Citigroup Global Markets Inc., which acts as an underwriter of the notes, is also an indirect wholly owned subsidiary of Citigroup Inc.

LEGAL PROCEEDINGS

Beginning in 2005, several putative class actions were filed against Citigroup Inc. and certain of its subsidiaries, including Citibank, N.A. (collectively Citigroup), together with Visa, MasterCard and other banks and their affiliates, in various federal district courts and consolidated with other related cases in a multi-district litigation proceeding before Judge Gleeson in the United States District Court for the Eastern District of New York. This proceeding is captioned IN RE PAYMENT CARD INTERCHANGE FEE AND MERCHANT DISCOUNT ANTITRUST LITIGATION.

The plaintiffs, merchants that accept Visa- and MasterCard-branded payment cards as well as membership associations that claim to represent certain groups of merchants, allege, among other things, that defendants have engaged in conspiracies to set the price of interchange and merchant discount fees on credit and debit card transactions and to restrain trade through various Visa and MasterCard rules governing merchant conduct, all in violation of Section 1 of the Sherman Act and certain California statutes. Plaintiffs seek, on behalf of classes of U.S. merchants, treble damages, including all interchange fees paid to all Visa and MasterCard members with respect to Visa and MasterCard transactions in the U.S. since at least January 1, 2004, as well as injunctive relief. Supplemental complaints have also been filed against defendants in the putative class actions alleging that Visa’s and MasterCard’s respective initial public offerings were anticompetitive and violated Section 7 of the Clayton Act, and that MasterCard’s initial public offering constituted a fraudulent conveyance.

On July 13, 2012, all parties to the putative class actions, including Citigroup, entered into a Memorandum of Understanding (MOU) setting forth the material terms of a class settlement. The class settlement contemplated by the MOU provides for, among other things, a total payment by all defendants to the class of $6.05 billion; a rebate to merchants participating in the damages class settlement of 10 basis points on interchange collected for a period of eight months by the Visa and MasterCard networks; changes to certain network rules that would permit merchants to surcharge some payment card transactions subject to certain limitations and conditions, including disclosure to consumers at the point of sale; and broad

³  Insert amount reported as of the end of the most recent distribution period for which a Form 10-D has been filed prior to the date of the prospectus.

129

releases in favor of the defendants. Subsequently, all defendants and certain of the plaintiffs who had entered into the MOU executed a settlement agreement consistent with the terms of the MOU.

Visa and MasterCard have also entered into a settlement agreement with merchants that filed individual, non-class actions. While Citigroup is not a party to the individual merchant non-Class settlement agreement, it is contributing to that settlement, and the agreement provides for a release of claims against Citigroup.

On November 27, 2012, the court entered an order granting preliminary approval of the proposed class settlements and provisionally certified two classes for settlement purposes only. The court held a hearing on September 12, 2013 to consider whether the class settlements should be finally approved. On December 13, 2013, the court entered an order granting final approval to the class settlement, and on January 14, 2014, the court entered a final judgment. On July 28, 2015, various objectors to the class settlement filed motions in the U.S. District Court to vacate the court’s prior approval of the class settlement, alleging improprieties by two of the lawyers involved in the Interchange MDL. Also, a number of objectors have filed an appeal of the final approval order with the Second Circuit Court of Appeals, which heard oral argument regarding the appeals on September 28, 2015. On June 30, 2016, the Second Circuit Court of Appeals issued an order, vacating certification of the two settlement classes, overturning the class settlement and remanding the matter to the District Court for further proceedings. Additional information concerning these consolidated actions is publicly available in court filings under the docket number MDL 05-1720 (E.D.N.Y.) (Brodie, J.) and 12-4671 (2d Cir.).

Numerous merchants, including large national merchants, have requested exclusion (opted out) from the class settlements, and some of those opting out have filed complaints against Visa, MasterCard, and in some instances one or more issuing banks. On July 18, 2014, the court denied defendants’ motions to dismiss complaints filed by opt-out merchants. Two of the opt-out suits, 7-ELEVEN, INC., ET AL. v. VISA INC., ET AL., and SPEEDY STOP FOOD STORES, LLC, ET AL. v. VISA INC., ET AL., name Citigroup as a defendant. Additional information concerning these actions is publicly available in court filings under the docket number 13-cv-4442 (S.D.N.Y.) (Hellerstein, J.), and 13-10-75377A (Tex. Dist. Ct.).

Deutsche Bank Trust Company Americas (“DBTCA”), the indenture trustee and the master trust trustee, have been sued by investors in civil litigation concerning their role as trustees of certain residential mortgage backed securities (“RMBS”) trusts. On June 18, 2014, a group of investors, including funds managed by Blackrock Advisors, LLC, PIMCO-Advisors, L.P., and others, filed a derivative action against DBTCA and Deutsche Bank National Trust Company (“DBNTC”) in New York State Supreme Court purportedly on behalf of and for the benefit of 544 private-label RMBS trusts asserting claims for alleged violations of the U.S. Trust Indenture Act of 1939 (TIA), breach of contract, breach of fiduciary duty and negligence based on DBNTC and DBTCA’s alleged failure to perform their duties as trustees for the trusts. Plaintiffs subsequently dismissed their state court complaint and filed a derivative and class action complaint in the U.S. District Court for the

130

Southern District of New York on behalf of and for the benefit of 564 private-label RMBS trusts, which substantially overlapped with the trusts at issue in the state court action. The complaint alleges that the trusts at issue have suffered total realized collateral losses of U.S. $89.4 billion, but the complaint does not include a demand for money damages in a sum certain. DBNTC and DBTCA filed a motion to dismiss, and on January 19, 2016, the court partially granted the motion on procedural grounds: as to the 500 trusts that are governed by Pooling and Servicing Agreements, the court declined to exercise jurisdiction. The court did not rule on substantive defenses asserted in the motion to dismiss. On March 22, 2016, plaintiffs filed an amended complaint in federal court. In the amended complaint, plaintiffs assert claims in connection with 62 trusts governed by Indenture Agreements. The amended complaint alleges that the trusts at issue have suffered total realized collateral losses of U.S. $9.8 billion, but the complaint does not include a demand for money damages in a sum certain. DBNTC and DBTCA filed a motion to dismiss the amended complaint on July 15, 2016. Discovery is ongoing.

On March 25, 2016, the BlackRock plaintiffs filed a state court action against DBTCA in the Superior Court of California, Orange County with respect to 513 trusts. On May 18, 2016, plaintiffs filed an amended complaint with respect to 465 trusts, and included DBNTC as an additional defendant. The amended complaint asserts three causes of action: breach of contract; breach of fiduciary duty; and breach of the duty to avoid conflicts of interest. Plaintiffs purport to bring the action on behalf of themselves and all other current owners of certificates in the 465 trusts. The amended complaint alleges that the trusts at issue have suffered total realized collateral losses of U.S. $75.7 billion, but does not include a demand for money damages in a sum certain.

On December 30, 2015, IKB International, S.A. in Liquidation and IKB Deutsche Industriebank A.G. (collectively, “IKB”), as an investor in 37 RMBS trusts, filed a summons with notice in the Supreme Court of the State of New York, New York County, against DBNTC and DBTCA as trustees of the trusts. On May 27, 2016, IKB served its complaint asserting claims for breach of contract, breach of fiduciary duty, breach of duty to avoid conflicts of interest, violation of New York’s Streit Act, violation of the Trust Indenture Act, violation of Regulation AB, and violation of Section 9 of the Uniform Commercial Code. IKB alleges that DBNTC and DBTCA are liable for over U.S. $268 million in damages.

It is DBTCA’s belief that it has no pending legal proceedings (including, based on DBTCA’s present evaluation, the litigation disclosed in the foregoing paragraphs) that would materially affect its ability to perform its duties as the trustee for the issuance trust and the master trust.

Note that in connection with its role as trustee of certain RMBS transactions, Citibank has been named as a defendant in the same and similar civil litigation as DBTCA and DBNTC. These litigation matters relating to Citibank’s role as trustee of certain RMBS transactions are not expected to materially affect Citibank’s ability to perform its duties as they relate to the issuance trust and the master trust, including as sponsor, depositor, managing beneficiary, servicer and paying agent.

131

THE MASTER TRUST

Citibank Credit Card Master Trust I is a New York common law trust formed by Citibank (South Dakota) and Citibank (Nevada) in May 1991 to securitize a portion of their portfolios of credit card receivables. The master trust is operated pursuant to a pooling and servicing agreement between Citibank, as seller and servicer, and Deutsche Bank Trust Company Americas, as trustee.

Citibank has acquired, and may acquire in the future, credit card receivables in accounts owned by its affiliates and transfer those receivables to the master trust. In addition, other affiliates of Citibank may in the future sell credit card receivables to the master trust by becoming additional sellers under the pooling and servicing agreement.

The master trust does not engage in any activity other than acquiring and holding trust assets and the proceeds of those assets, issuing series of investor certificates, making distributions and related activities.

The master trust has no employees and does not conduct unrelated business activities.

Master Trust Assets

The master trust assets consist primarily of credit card receivables arising in a portfolio of revolving credit card accounts, and collections on the accounts. Citibank sells and assigns the credit card receivables to the master trust. The receivables arise in accounts that are generated under MasterCard International, VISA or American Express programs. The accounts are originated by Citibank or one of its affiliates or purchased from other credit card issuers. Citibank will provide disclosure of variations in the underwriting criteria for accounts purchased from other credit card issuers that are sold and assigned to the master trust under the heading “Changes in Underwriting Criteria” in Annex I

Citibank is the owner of all of the credit card accounts designated to the master trust.

Accounts designated to the master trust must meet the eligibility requirements specified in the pooling and servicing agreement. Eligible accounts are revolving credit card accounts that

• are in existence and maintained by Citibank or one of its affiliates,

• are payable in U.S. dollars,

• have a cardholder who has not been identified as being involved in a voluntary or involuntary bankruptcy proceeding,

• have not been identified as an account with respect to which the related card has been lost or stolen,

• have not been sold or pledged to any other party except for any sale to any seller of receivables to the master trust or any of its affiliates, and

• do not have receivables that have been sold or pledged to any other party other than any sale to a seller of receivables to the master trust.

132

In addition, the accounts designated to the master trust at the time of its formation in 1991 were required to be MasterCard or VISA revolving credit card accounts with a cardholder billing address located in the United States or its territories or possessions or a military address.

Citibank believes that the accounts are representative of the eligible accounts in its portfolio and that the inclusion of the accounts, as a whole, does not represent an adverse selection by it from among the eligible accounts. See “The Master Trust Receivables and Accounts” attached as Annex I to this prospectus for financial information on the receivables and the accounts.

Citibank is compensated for the transfer of the credit card receivables to the master trust from two sources: (1) the net cash proceeds received by Citibank, as owner of the seller’s interest, from the sale to third party investors of certificates representing beneficial ownership interests in receivables held through the master trust and (2) the increase in the amount of the seller’s interest, which represents the beneficial interest in the pool of receivables retained by Citibank and not sold to third party investors.

Citibank may, at its option, designate additional credit card accounts to the master trust, the receivables in which will be sold and assigned to the master trust. This type of designation is referred to as a “lump addition.” Since the creation of the master trust, Citibank has made lump additions and may make lump additions in the future. See Annex I to this prospectus for a listing of recent lump additions.

In addition, Citibank is required to make a lump addition if as of the end of any calendar week the total amount of principal receivables in the master trust is less than the greater of the following two amounts:

• 105% of the aggregate outstanding Invested Amount of the master trust investor certificates; and

• 102% of the aggregate initial Invested Amount of master trust investor certificates that cannot increase in Invested Amount plus 102% of the aggregate outstanding Invested Amount of master trust investor certificates that can increase in Invested Amount.

Citibank may reduce the foregoing percentages if certain conditions are satisfied, including confirmation from each rating agency that such action will not result in the reduction or withdrawal of the rating of any series or class with respect to which it is a rating agency.

After a required lump addition, the total amount of principal receivables in the master trust will be at least equal to the required amount. A lump addition may consist of

• credit card receivables arising in eligible accounts in Citibank’s or another affiliate’s credit card portfolio,

• credit card receivables arising in portfolios of revolving credit card accounts acquired by Citibank from other credit card issuers,

133

• credit card receivables previously transferred by Citibank to other trusts formed by Citibank that have reached their maturity dates, and/or

• credit card receivables arising in any other revolving credit card accounts of a type that has previously not been included in the accounts.

Citibank may also designate newly originated credit card accounts—or “new accounts”— to be included as accounts, if it meets the conditions in the pooling and servicing agreement. The number of new accounts designated for any quarterly period may not exceed 15% of the number of accounts as of the first day of that period, and the number of new accounts designated during any calendar year may not exceed 20% of the number of accounts as of the first day of that calendar year, unless the rating agencies otherwise consent. Since the creation of the master trust, Citibank has designated new accounts and may continue to do so in the future.

Credit card accounts designated to the master trust in the future may have different terms and conditions, performance, usage and credit characteristics and may not be accounts of the same type previously included in the master trust. Therefore, we cannot provide any assurance that additional accounts will be of the same credit quality as the accounts currently designated to the master trust. These additional accounts may contain receivables that consist of fees, charges and amounts that are different from the fees, charges and amounts applicable to the accounts previously designated to the master trust. These additional accounts may also have different credit limits, balances and ages. In addition, the inclusion in the master trust of additional accounts with lower periodic finance charges may reduce the Portfolio Yield of the master trust receivables.

Citibank may remove receivables relating to specified credit card accounts from the master trust by ending the designation of the credit card accounts to the master trust, if conditions in the pooling and servicing agreement are met. These conditions include:

• the rating agencies confirm that the removal will not cause the rating assigned to any outstanding series or class of master trust investor certificates to be withdrawn or reduced, and

• Citibank delivers an officers’ certificate that Citibank reasonably believes that the removal will not (1) cause an early amortization event or a reduction of the amount of finance charge collections for any series of master trust investor certificates below the level required by the rating agencies that have rated the certificates issued by the master trust or (2) adversely affect the amount or timing of payments to investor certificateholders of any series.

Citibank intends to file with the Securities and Exchange Commission, on behalf of the master trust, a Current Report on Form 8-K with respect to any addition or removal of accounts that would have a material effect on the composition of the accounts designated to the master trust.

Citibank—and any affiliate that owns accounts designated to the master trust—has the right to change or terminate any terms, conditions, services or features of the accounts, including increasing or decreasing periodic finance charges or minimum payments.

134

Citibank has agreed—and each affiliate that owns accounts designated to the master trust will agree—that, except as otherwise required by law or it deems necessary to maintain its credit card business on a competitive basis, it will not take actions that reduce the Portfolio Yield on the receivables in the master trust to be less than the sum of

• the weighted average certificate rate of each class of investor certificates of each series, and

• the weighted average of the net servicing fee rate allocable to each class of investor certificates of each series.

In addition, Citibank has agreed—and each affiliate that owns accounts designated to the master trust will agree—that, unless required by law, it will not reduce the Portfolio Yield to less than the highest certificate rate for any outstanding series or class of master trust investor certificates. Citibank has also agreed—and each affiliate that owns accounts designated to the master trust will agree—that it will change the terms relating to the credit card accounts designated to the master trust only if that change is made applicable to a comparable segment of the portfolio of accounts with similar characteristics owned or serviced by it, and not only to the accounts designated to the master trust.

On the issuance date for a series of master trust investor certificates and on the date any additional accounts are designated to the master trust the sellers make representations and warranties to the master trust relating to the credit card receivables and accounts, including the following:

• each account was an eligible account generally as of the date the receivables arising in that account were initially conveyed to the master trust,

• each of the receivables then existing in the accounts is an eligible receivable, and

• as of the date of creation of any new receivable, that receivable is an eligible receivable.

Eligible receivables are credit card receivables

• that have arisen under an eligible account,

• that were created in compliance in all material respects with all requirements of law and pursuant to a credit card agreement that complies in all material respects with all requirements of law,

• with respect to which all material consents, licenses, approvals or authorizations of, or registrations with, any governmental authority required to be obtained or given in connection with the creation of that receivable or the execution, delivery and performance by Citibank or by the original credit card issuer, if not Citibank, of the related credit card agreement have been duly obtained or given and are in full force and effect,

• as to which at the time of their transfer to the master trust, the sellers or the master trust have good and marketable title, free and clear of all liens, encumbrances, charges and security interests,

135

• that have been the subject of a valid transfer and assignment from the sellers to the master trust of all the sellers’ right, title and interest in the receivable or the grant of a first priority perfected security interest in the receivable and its proceeds,

• that will at all times be a legal, valid and binding payment obligation of the cardholder enforceable against the cardholder in accordance with its terms, except for bankruptcy-related and equity matters,

• that at the time of their transfer to the master trust, have not been waived or modified except as permitted under the seller’s credit card guidelines and which waiver or modification has been reflected in the seller’s computer files,

• that are not at the time of their transfer to the master trust subject to any right of rescission, set off, counterclaim or defense, including the defense of usury, other than bankruptcy-related defenses,

• as to which the sellers have satisfied all obligations to be fulfilled at the time it is transferred to the master trust,

• as to which the sellers have done nothing, at the time of its transfer to the master trust, to impair the rights of the master trust or investor certificateholders, and

• that constitutes an “account” under the Uniform Commercial Code in effect in the State of South Dakota.

If the sellers breach any of these representations or warranties and the breach has a material adverse effect on the investor certificateholders’ interest, the receivables in the affected account will be reassigned to the sellers if the breach remains uncured after a specified cure period. In general, the seller’s interest will be reduced by the amount of the reassigned receivables. However, if there is not sufficient seller’s interest to bear the reduction, the sellers will be obligated to contribute funds equal to the amount of the deficiency.

Each seller also represents and warrants to the master trust that as of the issuance date for a series of investor certificates—and as of the date any additional accounts are designated to the master trust—the pooling and servicing agreement and related series supplement—or the assignment relating to the additional accounts, as applicable—create a valid sale, transfer and assignment to the master trust of all right, title and interest of the seller in the receivables or the grant of a first priority perfected security interest in those receivables under the Uniform Commercial Code. If a seller breaches this representation and warranty and the breach has a material adverse effect on the investor certificateholders’ interest, the master trust trustee or the holders of the investor certificates may direct the seller to accept the reassignment of the receivables in the master trust. The reassignment price will generally be equal to the aggregate invested amount of all series of investor certificates, including the collateral certificate, issued by the master trust, plus accrued and unpaid interest on those certificates.

We cannot assure that all of the credit card accounts designated to the master trust will continue to meet the eligibility requirements that were satisfied upon their inclusion in the master trust throughout the life of the master trust.

136

In addition, as more particularly described under “New Requirements for SEC Shelf Registration—Asset Representation Review,” once both the delinquency trigger and the voting trigger have been met, the asset representations reviewer will conduct a review of receivables in the master trust portfolio that are 60 or more days delinquent, including the related credit card accounts, for compliance with certain representations and warranties concerning those receivables made in the pooling and servicing agreement. The objective of the review process is to independently identify non-compliance with a representation or warranty concerning the receivables. The asset representations reviewer will provide a final report setting out the findings and conclusions of its review to the master trust trustee and to Citibank. Citibank will investigate any findings of non-compliance contained in the asset representations reviewer’s final report and make a determination regarding whether any such non-compliance constitutes a breach of any contractual provision of any transaction document. If Citibank determines that a breach has occurred, it will provide notice to the master trust and the master trust trustee.

The Series 2009 Certificate

Pursuant to an amended and restated supplement to the pooling and servicing agreement dated May 1, 2009, as amended and restated as of August 9, 2011, as further amended as of July 10, 2012, the master trust issued a new certificate of beneficial interest (the “Series 2009 certificate”) to the seller in order to provide credit enhancement to the collateral certificate and the notes. The Series 2009 certificate has a fluctuating principal amount which will generally equal 7.66865% of the Invested Amount of the collateral certificate (which equals the aggregate nominal liquidation amount of all of the issuance trust’s notes).

In addition to the collateral certificate and the Series 2009 certificate, other master trust certificates may be issued from time to time. See “The Master Trust—Allocation of Collections, Losses and Fees.” No master trust certificates other than the collateral certificate and the Series 2009 certificate are currently outstanding.

The following discussion summarizes the way in which the Series 2009 certificate provides credit enhancement. These summaries do not purport to be complete and are qualified in their entirety by reference to the provisions of the Series 2009 supplement to the pooling and servicing agreement and the Series 2009 certificate.

The Series 2009 certificate is subordinated to the collateral certificate. With respect to any monthly period, to the extent that the amount of charge-offs of principal receivables allocated to the collateral certificate exceeds the amount of finance charge collections allocated to the holder of the collateral certificate, minus the sum of following amounts with respect to the collateral certificate: (a) the aggregate amount of the servicer interchange for such period, (b) accrued and unpaid fees and expenses and other amounts due to the indenture trustee, (c) the amount of targeted deposits into the interest funding account and (d) monthly servicing fees, then the excess amount is treated as an “uncovered collateral certificate default amount” and an amount of principal collections allocated to the Series 2009 certificate equal to the lesser of the uncovered collateral certificate default amount and the Series 2009 required

137

subordinated amount will be reallocated to the collateral certificate to cover the deficiency. The principal collections reallocated from the Series 2009 certificate to the collateral certificate will be treated as a portion of the finance charge collections available to the issuance trust as holder of the collateral certificate.

The Series 2009 required subordinated amount is currently equal to 7.66865% of the Invested Amount of the collateral certificate. After the first monthly period with respect to which principal collections are reallocated to the collateral certificate, the Series 2009 required subordinated amount will be equal to 7.66865% of the Invested Amount of the collateral certificate immediately prior to such first reallocation, minus the cumulative amount of the Series 2009 reallocated principal collections, plus 7.66865% of any increases in the Invested Amount of the collateral certificate after such first reallocation date, minus 7.66865% of any decreases in the Invested Amount of the collateral certificate after such first reallocation date. The Series 2009 required subordinated amount and its method of calculation may be changed at any time by the seller with the consent of the Series 2009 certificateholders but without the consent of any other investor certificateholders, subject to confirmation from each of the rating agencies that such change will not cause its rating assigned to any outstanding investor certificates or notes to be withdrawn or reduced.

The legal maturity date of the Series 2009 certificate is the distribution date that is 24 months after the Series 2009 expected final payment date, which is currently the February 2017 distribution date and, thereafter, the distribution date designated by the seller from time to time, subject to confirmation from each of the rating agencies that such designation will not cause its rating assigned to any outstanding investor certificates or notes to be withdrawn or reduced. The distribution date for the Series 2009 certificate is the seventh day of each calendar month or if such seventh day is not a business day, the next succeeding business day.

On each distribution date with respect to the early amortization period, on the Series 2009 expected final payment date and on each distribution date thereafter, all amounts on deposit in the Series 2009 principal funding account, to the extent of the Series 2009 invested amount, will be distributed for payment to the Series 2009 certificateholders, except that (x) no such distribution will be made and no cancellation of the Series 2009 certificate by Citibank will be permitted, unless, after giving effect to such payment or cancellation, the Series 2009 invested amount, together with the amount of any other enhancement then available for the benefit of the collateral certificate, is at least equal to the Series 2009 required subordinated amount and (y) to the extent that the payment to the Series 2009 certificateholders of any portion of the amounts on deposit in the Series 2009 principal funding account would cause the Series 2009 invested amount, together with the amount of any other enhancement then available for the benefit of the collateral certificate, to be less than the Series 2009 required subordinated amount, such portion will be retained on deposit in the Series 2009 principal funding account and continue to be treated as investor principal collections that may be reallocated to the collateral certificate.

The Series 2009 certificate will accrue interest at a floating rate. If the Series 2009 monthly interest for the interest period applicable to any distribution date exceeds the amount

138

which will be on deposit in the Series 2009 interest funding account on such distribution date (after giving effect to all deposits and withdrawals to be made on such date), the unpaid portion of the Series 2009 monthly interest will be treated as a Series 2009 interest shortfall and will be payable, without the accrual of any further interest thereon, on the first distribution date following such distribution date on which sufficient funds are on deposit in the Series 2009 interest funding account for the payment thereof. The failure to distribute the full amount of Series 2009 monthly interest or unpaid Series 2009 interest shortfall on any distribution date will not be an amortization event as long as all funds on deposit in the Series 2009 interest funding account are applied to the payment of such amounts.

Bankruptcy Matters Relating to the Master Trust

The master trust has been organized, and its activities are limited, to minimize the likelihood of bankruptcy proceedings being commenced against the master trust and to minimize the likelihood that there would be claims against the master trust if bankruptcy proceedings were commenced against it. The master trust has not and will not engage in any activity other than acquiring and holding master trust assets and proceeds therefrom, issuing investor certificates, making distributions and related activities. The master trust has no employees and does not conduct unrelated business activities. The obligation of the master trust trustee to make distributions pursuant to the pooling and servicing agreement and any related series supplement is limited to the extent that proceeds from the principal and finance charge receivables and other master trust assets are available to make such distributions. Finally, the pooling and servicing agreement includes a nonpetition covenant prohibiting the servicer of the master trust, the master trust trustee and each seller from initiating, or causing the master trust to initiate, a bankruptcy proceeding with respect to the master trust until after one year and one day following the termination of the master trust.

The Servicer

The pooling and servicing agreement designates Citibank to service the credit card accounts on behalf of the master trust. The servicer is required to service the accounts in accordance with customary and usual procedures for servicing credit card receivables. Its duties include billing, collecting and recording payments on the receivables, communicating with cardholders, investigating payment delinquencies on accounts, maintaining records for each cardholder account and other managerial and custodial functions.

The servicer also deposits collections on the receivables into a collection account maintained for the master trust, calculates amounts from those collections to be allocated to each series of investor certificates issued by the master trust and prepares monthly reports. The servicer is required to deposit funds received from cardholders into the collection account within two business days of their receipt and processing. However, if Citibank has a certificate of deposit rating of at least A-1 by Standard & Poor’s and P-1 by Moody’s, Citibank may commingle funds received from cardholders until the business day before the payment date of a class of notes.

139

The servicer receives a monthly fee as compensation for its servicing activities. For each series of master trust investor certificates, the servicer receives monthly compensation equal to

• 0.37% per annum of the invested amount of the investor certificates of that series so long as Citibank or an affiliate is the servicer, or 0.77% per annum if there is a different servicer,

• plus, the investor certificateholders’ portion of finance charge collections that is attributable to interchange up to a maximum amount equal to 1.50% per annum of the invested amount of the investor certificates of that series.

The compensation paid to the servicer may be changed at any time by the servicer, the seller and the master trust trustee upon compliance with the conditions described under “Meetings, Voting and Amendments—Amendments to the Pooling and Servicing Agreement.”

The servicer’s fee is paid from finance charge collections allocated to each series of master trust certificates before the finance charge collections are allocated to the collateral certificate or the notes. The servicer is responsible to pay from its servicing compensation expenses of the master trust, including the fees and expenses of the master trust trustee and independent accountants. See Annex V to this prospectus for a table describing the fees and expenses payable from finance charge collections.

The servicer indemnifies the master trust, the master trust trustee and its directors, officers and agents for any losses sustained by reason of any acts or omissions of the servicer with respect to the master trust pursuant to the pooling and servicing agreement. Indemnification pursuant to the pooling and servicing agreement will not be payable from the master trust assets. Except for that indemnity, neither the servicer nor any of its directors, officers, employees or agents will be liable to the master trust, the master trust trustee, the certificateholders (including the issuance trust as holder of the collateral certificate) or any other person for any action or omission in good faith in its capacity as servicer under the pooling and servicing agreement. However, the servicer will not be protected against any liability resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of obligations and duties under the pooling and servicing agreement. In addition, the servicer is not under any obligation to appear in, prosecute or defend any legal action which is not incidental to its servicing responsibilities under the pooling and servicing agreement and which in its reasonable judgment may expose it to any expense or liability.

The servicer may consolidate with or merge into any other entity or convey or transfer its properties and assets substantially as an entirety if the surviving entity, if other than the servicer:

• is organized and existing under the laws of the United States of America or any state or the District of Columbia;

• is a savings and loan association, a national banking association, a bank or other entity which is not subject to Title 11 of the United States Code;

140

• expressly assumes the covenants and obligations of the servicer;

• the servicer delivers to the master trust trustee an officer’s certificate and an opinion of counsel stating that the merger, consolidation or transfer comply with the pooling and servicing agreement and that all applicable conditions have been met;

• the entity is an eligible servicer; and

• confirmation has been received from each rating agency that has rated any master trust investor certificates that the merger, consolidation or transfer will not result in a withdrawal or downgrade of the then current rating of those master trust investor certificates.

Servicer’s Representations, Warranties and Covenants

The servicer makes customary representations, warranties and covenants on the establishment of the master trust and on each master trust series issuance date. The representations and warranties include:

• the servicer is a national banking association existing under the laws of the United States and has, in all material respects, power and authority to conduct its credit card business and to perform its obligations under the pooling and servicing agreement;

• the servicer is qualified to do business in each jurisdiction where it is required to do so, except where it would not have a material adverse effect on its ability to perform its obligations as servicer;

• the pooling and servicing agreement has been duly authorized by the servicer;

• the pooling and servicing agreement constitutes a legal, valid, binding and enforceable obligation of the servicer, subject to customary bankruptcy and equitable exceptions;

• the servicer’s performance of its obligations under the pooling and servicing agreement will not violate any law or agreement binding on the servicer or its properties;

• there are no proceedings or investigations pending or, to the best knowledge of the servicer, threatened against the servicer before any governmental authority seeking to block any of the transactions contemplated by the pooling and servicing agreement or seeking any ruling that, in the reasonable judgment of the servicer, would materially and adversely affect the performance by the servicer of its obligations; and

• all consents or approvals of any governmental authority required to be obtained by the servicer in connection with its obligations under the pooling and servicing agreement have been obtained and are in full force and effect.

The covenants require the servicer:

• to satisfy all obligations on its part under or in connection with the transferred receivables and the related accounts, to maintain in effect all qualifications required

141

under law in order to service properly each receivable and the related account and to materially comply with all other relevant laws in connection with servicing each receivable and the related account the failure to comply with which would have a material adverse effect on the master trust;

• to not permit any rescission or cancellation of any receivable except in accordance with its credit card guidelines or as ordered by a court of competent jurisdiction or other governmental authority;

• to take no action which, nor omit to take any action the omission of which, would impair the rights of certificateholders in any receivable or the related account, nor will it reschedule, revise or defer payments due on any receivable except in accordance with its credit card guidelines; and

• except in connection with its enforcement or collection of an account, to take no action to cause any receivable to be evidenced by any instrument (as defined in the uniform commercial code).

If the servicer breaches the covenants set forth above with respect to any transferred receivable or the related account, and as a result, the master trust’s rights with respect to the related transferred receivables are materially adversely affected and the breach is not cured within a specified cure period, all transferred receivables in the accounts to which the breach relates will be repurchased by the servicer at a price equal to the amount of the affected receivables.

Resignation and Removal of the Servicer

The servicer may not resign from its obligations and duties, except:

• upon a determination by the servicer that performance of its duties is no longer permissible under applicable state or federal law, and there is no reasonable action that the servicer could take to make the performance of its duties so permissible; or

• if the successor servicer is a wholly owned subsidiary of Citigroup Inc. and an eligible servicer.

An “eligible servicer” is an entity that is in the business of servicing credit card receivables, has to the satisfaction of the master trust trustee demonstrated its ability to service the master trust receivables with a high standards of skill and care, and meets net worth and ratings tests specified in the pooling and servicing agreement.

The servicer’s resignation will not become effective until a successor has assumed the servicer’s obligations and duties. The servicer may delegate any of its servicing duties to any of its affiliates that agrees to conduct such duties in accordance with the credit card guidelines and the pooling and servicing agreement, but the servicer’s delegation of its duties will not relieve it of its liability and responsibility with respect to the delegated duties, and such delegation will not constitute a resignation under the pooling and servicing agreement.

142

If the servicer defaults in the performance of its duties then the servicer may be terminated and the master trust trustee or a third party meeting the eligibility requirements specified in the pooling and servicing agreement will replace the servicer. If a successor servicer has not been appointed or has not accepted its appointment at the time when the servicer ceases to act as servicer, the master trust trustee will automatically be appointed the successor servicer. Notwithstanding the foregoing, if the master trust trustee is legally unable so to act, it will petition a court of competent jurisdiction to appoint an eligible servicer as the successor servicer.

The following events constitute servicer defaults:

• any failure by the servicer to make any payment, transfer or deposit or to give instructions or to give notice to the master trust trustee to make such payment, transfer or deposit by the date occurring five business days after the date such payment, transfer or deposit or such instruction or notice is required to be made or given, as the case may be;

• failure on the part of the servicer to observe or perform in any material respect any of its other covenants or agreements in the pooling and servicing agreement if the failure has a material adverse effect on the master trust which continues unremedied for a period of 60 days after notice to the servicer from the master trust trustee;

• any representation, warranty or certification made by the servicer in the pooling and servicing agreement, or in any certificate delivered pursuant to the pooling and servicing agreement, proves to have been incorrect when made if it:

— has a material adverse effect on the rights of the master trust; and

— continues to be incorrect in any material respect for a period of 60 days after the date on which notice, requiring the same to be remedied, has been given to the servicer by the master trust trustee, or to the servicer and the master trust trustee by certificateholders evidencing not less than 10% of the aggregate unpaid principal amount of all certificates (or, with respect to any such representation, warranty or certification that does not relate to all series, 10% of the aggregate unpaid principal amount of all series to which such representation, warranty or certification relates); or

• insolvency, liquidation, conservatorship, receivership or similar events relating to the servicer.

The servicer has the benefit of an extra grace period of 10 to 60 days if the delay or failure of performance could not be prevented by the exercise of reasonable diligence by the servicer and such delay or failure was caused by a natural catastrophe, war or other force majeure.

The Master Trust Trustee

Deutsche Bank Trust Company Americas is the master trust trustee under the pooling and servicing agreement. Its principal corporate trust office is located at 60 Wall Street, Attention:

143

Global Securities Services—Structured Finance Services, New York, New York 10005. It is a New York banking corporation that provides trustee services, and has served as trustee in numerous asset-backed securitization transactions and programs involving pools of credit card receivables.

Under the terms of the pooling and servicing agreement, the servicer agrees to pay to the master trust trustee reasonable compensation for performance of its duties under the pooling and servicing agreement. The master trust trustee has agreed to perform only those duties specifically set forth in the pooling and servicing agreement. Many of the duties of the master trust trustee are described throughout this prospectus. Under the terms of the pooling and servicing agreement, the master trust trustee’s responsibilities include the following:

• to deliver notices, reports and other documents received by the master trust trustee, as required under the pooling and servicing agreement;

• to authenticate, deliver and administer the master trust investor certificates;

• to remove and reassign ineligible receivables and accounts from the master trust;

• to maintain necessary master trust accounts;

• to invest funds in the master trust accounts at the direction of the servicer;

• to distribute and transfer funds at the direction of the servicer in accordance with the terms of the pooling and servicing agreement;

• to enforce the rights of the certificateholders against the servicer, if necessary;

• to notify the certificateholders and other parties, to sell the receivables, and to allocate the proceeds of such sale, in the event of the termination of the master trust; and

• to perform other administrative functions identified in the pooling and servicing agreement.

If Citibank becomes insolvent, the master trust trustee will manage the disposal of the receivables as provided in the pooling and servicing agreement.

If a servicer default occurs, in addition to the responsibilities described above, the master trust trustee may be required to appoint a successor servicer under the pooling and servicing agreement. See “Master Trust—The Servicer.” In addition, if a servicer default occurs, the master trust trustee, in its discretion, may proceed to protect its rights or the rights of the investor certificateholders under the pooling and servicing agreement by a suit, action or other judicial proceeding.

The master trust trustee is not liable for any errors of judgment as long as the errors are made in good faith and the master trust trustee was not negligent.

The holders of a majority of investor certificates have the right to direct the time, method or place of conducting any proceeding for any remedy available to the master trust trustee under the pooling and servicing agreement.

144

The master trust trustee may resign at any time, in which event Citibank will be obligated to appoint a successor master trust trustee. The servicer may also remove the master trust trustee if (i) the master trust trustee ceases to be eligible to act as trustee under the pooling and servicing agreement, (ii) the master trust trustee becomes legally unable to act as such under the pooling and servicing agreement, or (iii) if the master trust trustee becomes bankrupt or insolvent or has a receiver or any public officer take charge or control of its property or affairs. In such circumstances, the servicer will be obligated to appoint a successor master trust trustee. Any resignation or removal of the master trust trustee and appointment of a successor master trust trustee does not become effective until acceptance of the appointment by the successor master trust trustee.

The servicer will indemnify the master trust trustee against losses, claims and expenses sustained by reason of any acts or omissions of the servicer pursuant to the pooling and servicing agreement. This indemnification is not payable from the master trust assets.

Citibank and its affiliates may enter into normal banking and trustee relationships with the master trust trustee and its affiliates.

Master Trust Issuances; Seller’s Interest

The master trust is permitted to issue multiple series of investor certificates. Each series represents an undivided ownership interest in the assets of the master trust. The terms of each series are determined at the time of issuance and are contained in a supplement to the pooling and servicing agreement.

Each of the collateral certificate—which is the issuance trust’s primary source of funds for payments on the notes—and the Series 2009 certificate are a series of investor certificates.

The ability of the master trust to issue a new series of investor certificates is limited by some conditions, including the conditions that Citibank delivers the required tax opinions, the issuance will not result in an early amortization event and the issuance will not cause the rating assigned to any outstanding series or class of investor certificates by a rating agency to be withdrawn or reduced.

The seller’s interest is the economic interest in the master trust remaining after subtracting from the aggregate economic interests in the master trust the interests represented by the collateral certificate and all other investor certificates issued by the master trust. The seller’s interest is owned by Citibank.

Allocation of Collections, Losses and Fees

Cardholder payments received each month are separated into principal collections and finance charge collections.

145

In general, finance charge collections, principal collections, losses and expenses are allocated to the master trust investor certificates, including the collateral certificate and the Series 2009 certificate, and to the seller’s interest as follows:

• first, collections of finance charge receivables and collections of principal receivables are allocated among the different series of certificates issued by the master trust, including the collateral certificate and the Series 2009 certificate, pro rata based on the invested amount of each series; and

• second, following the allocation to each series, collections of finance charge receivables and principal receivables are further allocated between the investors in the series and the seller’s interest on a similar basis.

There is an exception to the pro rata allocations described in the preceding paragraph. In the master trust, when the principal amount of an investor certificate other than the collateral certificate begins to amortize, a special allocation procedure is followed. In this case, collections of principal receivables continue to be allocated between investors in the series and the seller’s interest as if the invested amount of the series had not been reduced by principal collections deposited to a principal funding subaccount or paid to investors. Allocations of principal collections between the investors in a series and the seller’s interest is based on the invested amount of the series “fixed” at the time immediately before the first deposit of principal collections into a principal funding account or the time immediately before the first payment of principal collections to investors. Distributions of ongoing collections of finance charge receivables, as well as losses and expenses, however, are not allocated on this type of a fixed basis. In the case of the collateral certificate, each class of notes is treated as a separate series of investor certificates that becomes “fixed” immediately before the issuance trust begins to allocate principal collections to the principal funding subaccount for that class, whether for budgeted deposits or prefunding, or upon the occurrence of the expected principal payment date, an early redemption event, event of default or other optional or mandatory redemption.

Principal collections that are allocated to any series of master trust investor certificates, including the collateral certificate and, subject to certain subordination provisions, the Series 2009 certificate, are first used to pay any principal of those investor certificates, or in the case of the collateral certificate, the notes, if due, and any excess is then reallocated to pay principal of any other series of investor certificates that has a shortfall of principal collections. Principal collections that are not needed to pay investor certificates or notes are generally reinvested in newly generated credit card receivables.

For the application of finance charge collections and principal collections that are allocated to the collateral certificate, see “Deposit and Application of Funds.”

146

Early Amortization Events

An early payout of principal to master trust investor certificateholders of a series will occur under the circumstances specified in the pooling and servicing agreement. Each condition is described as an “early amortization event.” Early amortization events include:

• the failure of Citibank to (1) make any payment or deposit required under the pooling and servicing agreement or the related series supplement within five business days after the payment or deposit was required to be made or (2) observe or perform any of its other covenants or agreements in the pooling and servicing agreement or series supplement, and that failure has a material adverse effect on investors and continues unremedied for 60 days after notice;

• a breach of any representation or warranty made by Citibank in the pooling and servicing agreement or related series supplement that continues to be incorrect in any material respect for 60 days after notice;

• the occurrence of some bankruptcy events relating to Citibank referred to as “insolvency events”;

• the failure by Citibank to make a lump addition of credit card receivables to the master trust within five business days after the date it was required to be made;

• the master trust becomes an “investment company” within the meaning of the Investment Company Act of 1940;

• the occurrence of a servicer default by Citibank; and

• Citibank is unable to transfer credit card receivables to the master trust.

A series of master trust investor certificates may have additional early amortization events applicable to that series. Neither the collateral certificate nor the Series 2009 certificate has any additional amortization events applicable to it, but your notes may have early redemption events or events of default that may cause an early payment of principal of your notes.

After an early amortization event occurs, principal collections will be used to make monthly payments of principal to the master trust investor certificateholders of that series until the earlier of payment of the outstanding principal amount of the certificates of that series and its legal maturity date. See “—Optional Termination; Final Payment of Master Trust Investor Certificates.” An early amortization event for the collateral certificate is also an early redemption event for the notes. See “Covenants, Events of Default and Early Redemption Events—Early Redemption Events.”

In addition to the consequences of an early amortization event described in the preceding paragraph, if an insolvency event occurs Citibank will immediately cease to transfer credit card receivables to the master trust. After that time, the master trust trustee will sell the credit card receivables in the master trust in a commercially reasonable manner and on commercially reasonable terms unless holders of more than 50% of the unpaid principal amount of investor certificates of each class of each series including the collateral certificate and the Series 2009

147

certificate and each other holder, if any, of an interest in the master trust, give the master trust trustee other instructions. The proceeds of that sale or liquidation will be applied to payments on the investor certificates.

Optional Termination; Final Payment of Master Trust Investor Certificates

Citibank may repurchase the master trust investor certificates of a series—other than the collateral certificate and the Series 2009 certificate—if the invested amount of the certificates of that series is five percent or less of the initial aggregate principal amount of the investor certificates. The purchase price will be equal to the invested amount, plus accrued interest.

If the invested amount of the master trust investor certificates of a series is greater than zero on its legal maturity date, the master trust trustee will sell credit cards receivables in an amount, generally, of up to 110% of the invested amount. The net proceeds of the sale will be allocated to the investor certificates. Sale proceeds allocable to the collateral certificate will be treated as principal collections and allocated to the notes. The legal maturity date (termination date) of the collateral certificate is September 7, 2060, but may be extended from time to time by notice from the issuance trust to the master trust, with confirmation from the rating agencies that the extension will not cause the rating assigned to any outstanding series or class of investor certificates to be withdrawn or reduced and the delivery of the type of federal tax opinions needed for the issuance of a new series of notes. See “The Notes—Issuances of New Series, Classes and Subclasses of Notes.”

NEW REQUIREMENTS FOR SEC SHELF REGISTRATION

The SEC has adopted certain new transaction requirements that we must satisfy in connection with each offering of notes (referred to as a takedown) from a shelf registration statement, including the offering of the Class 201[·]-[·][·] notes. These new transaction requirements include:

• a requirement to file a certification by the chief executive officer (CEO) of the depositor at the time of each such takedown concerning the disclosure contained in the related prospectus and the structure of the securitization; and

• a requirement that the underlying transaction documents relating to each such takedown include certain provisions that are intended to help investors enforce repurchase obligations contained in those agreements, as follows:

— a provision requiring the appointment of an asset representations reviewer to review certain receivables comprising the master trust portfolio for compliance with representations and warranties about those receivables once a specified level of delinquencies and specified investor action has occurred;

— a provision requiring specified dispute resolution procedures to address a repurchase request that remains unresolved more than 180 days after the request was made pursuant to the terms of the underlying transaction documents; and

148

— a provision to provide for the reporting of requests by investors in the certificates and notes to communicate with other investors in the certificates and notes in connection with the exercise of their rights under the terms of those securities.

In connection with these new requirements for shelf registration, the transferor confirms that it has reasonable grounds to believe that it met the registrant requirements set forth in General Instruction I.A.1 to Form SF-3, as in effect on the shelf eligibility determination date, as of such date. The term “shelf eligibility determination date” refers to either (i) the initial filing date of the Form SF-3 shelf registration statement of which this prospectus forms a part, or (ii) on the ninetieth day after the end of the transferor’s most recent fiscal year, whichever is the most recent to have occurred prior to the date of this prospectus.

CEO Certification

Citibank, on behalf of the issuance trust, will file the CEO certification relating to the offering of the Class 201[·]-[·][·] notes with the SEC under cover of Form 8-K on or before the date that the final prospectus is required to be filed, which is no later than the second business day following the date the final prospectus is first used. The certification is an expression of the CEO’s current belief only and is not a guarantee of the future performance of the receivables comprising the master trust portfolio or the Class 201[·]-[·][·] notes. Future developments, including developments relating to the risks and uncertainties disclosed in this prospectus, could adversely affect the performance of the receivables and the Class 201[·]-[·][·] notes and could cause the CEO’s views on the matters addressed in the certification to change. The certification should not be construed as in any way mitigating or discounting those risks and uncertainties through the structuring of the securitization or otherwise. We undertake no obligation to update you if, as a result of facts or events arising after the date of this prospectus, the CEO’s views on the matters addressed in the certification were to change.

Asset Representations Review

General

In the pooling and servicing agreement, Citibank makes representations and warranties concerning the receivables that are transferred by Citibank to the master trust. See “The Master Trust—Master Trust Assets.”

[Name of Asset Representations Reviewer], a [Form/Jurisdiction of Organization], has been appointed as the asset representations reviewer under the asset representations review agreement. See “The Issuance Trust—[Name of Asset Representations Reviewer]” for a description of [Name of Asset Representations Reviewer]. Under the terms of the asset representations review agreement, in certain limited situations described below, the asset representations reviewer is responsible for reviewing certain receivables comprising the master trust portfolio, including the related credit card accounts, for compliance with representations and warranties concerning those receivables made in the pooling and servicing agreement that, if breached, could give rise to an obligation to accept repurchase or reassignment of some or all of the receivables comprising the master trust portfolio.

149

A review would be required upon the occurrence of both of the following trigger events:

• first, the average for any three consecutive calendar months of the delinquency rates for receivables in the master trust portfolio that are 60 or more days delinquent (referred to as the three-month average 60+-day delinquency rate), measured as of the end of the related monthly periods, equals or exceeds the delinquency trigger rate, as that rate may be reviewed and adjusted from time to time as described under “—Delinquency Trigger” below (and subject to the additional requirements and conditions described under “—Delinquency Trigger” below); and

• second, if that delinquency trigger has occurred, then the asset representations reviewer is directed by vote of the certificateholders to perform a review, as follows (and subject to the additional requirements and conditions described under “—Voting Trigger” below):

— within 90 days following the date on which the issuance trust reports in its distribution report on Form 10-D that the delinquency trigger has occurred, certificateholders holding at least 5% of the aggregate unpaid principal amount of investor certificates outstanding under the master trust submit a written petition to Citibank and the master trust trustee directing that a vote be taken on whether to initiate a review; and

— if the requisite percentage of certificateholders direct within the prescribed 90-day petition period that a vote be taken, then the master trust trustee will be required to conduct a solicitation of votes in accordance with the voting procedures described below and, in a vote in which an asset review quorum participates, certificateholders holding more than 50% of the aggregate unpaid principal amount of investor certificates casting a vote must direct that a review be undertaken.

Delinquency Trigger

For purposes of the delinquency trigger described above, the delinquency rate for any calendar month will be calculated as the ratio (expressed as a percentage) of the aggregate dollar amount of receivables in the master trust portfolio that are 60 or more days delinquent to the aggregate dollar amount of all of the receivables in the master trust portfolio, measured as of the end of the related monthly period. For purposes of this delinquency rate calculation, the aggregate dollar amount of receivables in the master trust portfolio that are 60 or more days delinquent does not include receivables that are charged off as uncollectable.

In determining the delinquency trigger, including the delinquency trigger rate, we sought to identify a circumstance when rising delinquencies might begin to cause a reasonable investor concern that the receivables comprising the master trust portfolio might not have complied with the representations and warranties concerning those receivables made in the pooling and servicing agreement.

We determined to use the delinquency rate for receivables that are 60 or more days delinquent because it is a relatively stable metric by which to measure nonperforming assets at

150

different points in time. We determined to use a rolling three-month average of that delinquency rate because it is a measure of nonperforming assets over a period of time and is, therefore, a better measure of the significance of that nonperformance than is a measure of nonperforming assets at any particular point in time.

The “delinquency trigger rate” will initially equal [    ]%, which percentage will be reviewed and may be adjusted as described further below. In determining the delinquency trigger rate, we considered two primary factors: (i) the historical peak delinquency rate for receivables in the master trust portfolio that are 60 or more days delinquent and (ii) the history of repurchase demands for receivables in the master trust portfolio where the breach of a representation or warranty had been asserted. During the period from inception of the master trust in [Date Year] to [Month] 2016, the historical peak delinquency rate for receivables in the master trust portfolio that are 60 or more days delinquent was [    ]%. During that same period, neither the master trust trustee nor any certificateholder has made a repurchase demand or asserted a breach of a representation or warranty concerning the receivables. We believe that delinquency rates that do not exceed the historical peak rate by a reasonable margin are far less likely to bear either a causal or a correlative relationship to any putative or actual breaches of representations and warranties concerning delinquent receivables, particularly in the case of the master trust, where no repurchase demand has ever been made nor breach of a representation or warranty been asserted. Based on these considerations and as specified above, we set the initial delinquency trigger rate at [     ]%, determined by multiplying the historical peak rate of [    ]% by a factor of [    ], which we believe to be a conservative multiple for a securitization platform that was established more than 20 years ago and with no history of repurchase demands.

The delinquency trigger rate will be reviewed and may be adjusted upon the occurrence of any of the following events:

(i) the filing of a new registration statement with the SEC relating to any notes or investor certificates to be offered and sold from time to time by Citibank, on behalf of the issuance trust or the master trust; and

(ii) a change in law or regulation (including any new or revised interpretation of an existing law or regulation) that, in Citibank’s judgment, could reasonably be expected to have a material effect on the delinquency rate for cardholder payments on the credit card accounts comprising the master trust portfolio or the manner by which delinquencies are defined or determined;

provided, however, that, for so long as a delinquency trigger has occurred and is continuing, a review of the delinquency trigger rate that would otherwise be required as specified above will be delayed until the date on which the issuance trust first reports in its distribution report on Form 10-D that the delinquency trigger is no longer continuing.

In the case of a review undertaken upon the occurrence of an event described in clause (i) above, we may increase or decrease the delinquency trigger rate by any amount we reasonably determine to be appropriate based on the composition of the master trust portfolio

151

at the time of the review. In the case of a review undertaken upon the occurrence of an event described in clause (ii) above, we may increase or decrease the delinquency trigger rate by any amount we reasonably determine to be appropriate as a result of the related change in law or regulation. Any adjustment to the delinquency trigger rate will be disclosed in the issuance trust’s distribution report on Form 10-D for the distribution period in which the adjustment occurs, which report will include a description of how the adjusted delinquency trigger rate was determined to be appropriate.

Voting Trigger

For purposes of the voting trigger described above, the collateral certificateholder will be disregarded and, instead, each noteholder will be deemed to be an investor certificateholder and will be deemed to be the holder of an aggregate unpaid principal amount of the collateral certificate equal to the Adjusted Outstanding Dollar Principal Amount of such noteholder’s notes. In addition, in determining whether the requisite percentage of investor certificateholders have given any direction, notice or consent, any investor certificates or notes owned by the issuance trust, Citibank, any other holder of the seller’s interest, the asset representations reviewer, or any of their respective affiliates will be disregarded and deemed not to be outstanding, except that, in determining whether the master trust trustee shall be protected in relying upon any such direction, notice, or consent, only investor certificates or notes that the master trust trustee knows to be so owned shall be so disregarded. Investor certificates or notes so owned that have been pledged in good faith will not be disregarded and may be regarded as outstanding if the pledgee establishes to the master trust trustee’s satisfaction the pledgee’s right so to act with respect to such investor certificates or notes and that the pledgee is not the issuance trust, Citibank, any other holder of the seller’s interest, the asset representations reviewer, or any of their respective affiliates.

If the requisite percentage of certificateholders direct that a vote be taken on whether to initiate a review, then the master trust trustee will be required (i) to promptly provide notice of such direction to all certificateholders by delivering notice of such direction to certificateholders at their addresses appearing on the certificate register, and (ii) to conduct a solicitation of votes of certificateholders to initiate a review, which solicitation of votes must occur within 90 days of the delivery of such notice by the master trust trustee. If a vote in which an asset review quorum participates occurs within the 90-day period and certificateholders holding more than 50% of the aggregate unpaid principal amount of investor certificates casting a vote direct that a review be undertaken, then the master trust trustee will be required to promptly provide notice to Citibank and certificateholders in the same manner as described above and a review will commence as described below. In connection with the solicitation of votes to authorize an asset review as described above, an “asset review quorum” means certificateholders evidencing at least 5% of the aggregate unpaid principal amount of investor certificates outstanding.

The voting procedures relating to the voting trigger described above are subject to the following additional conditions:

First, as described above, once the delinquency trigger has occurred, a vote will be taken on whether to initiate a review only if the requisite percentage of certificateholders direct

152

within the prescribed 90-day petition period that a vote be taken. For so long as the delinquency trigger has occurred and is continuing, a new 90-day petition period will commence each month, beginning on the date on which the issuance trust reports in the related distribution report on Form 10-D that the delinquency trigger is continuing.

Second, subject to the additional requirements and conditions described in this section, if a petition to direct that a vote be taken, a vote itself, or an asset representations review is underway, certificateholders may not initiate another petition, vote, or review unless and until the prior petition, vote, or review is completed. For this purpose —

• a petition will be considered completed only (i) if the petition does not result in a vote, (ii) if a vote occurs, such vote does not result in a review, or (iii) if a review occurs, at such time as a summary of the asset representations reviewer’s final report setting out the findings of its review is included in the issuance trust’s distribution report on Form 10-D, as described under “—Asset Review” below;

• a vote will be considered completed only (i) if the vote does not result in a review or (ii) if a review occurs, at such time as a summary of the asset representations reviewer’s final report setting out the findings of its review is included in the issuance trust’s distribution report on Form 10-D, as described under “—Asset Review” below; and

• a review will be considered completed only at such time as a summary of the asset representations reviewer’s final report setting out the findings of its review is included in the issuance trust’s distribution report on Form 10-D, as described under “—Asset Review” below.

Asset Review

Once both triggers have occurred (i.e., the delinquency trigger rate has been reached or exceeded and certificateholders have voted to conduct a review in accordance with the procedures described above), the servicer will deliver to the asset representations reviewer a current account schedule that identifies each credit card account designated to the master trust portfolio with receivables that are 60 or more days delinquent, as reported in the issuance trust’s most recent distribution report on Form 10-D, together with each account’s receivables balance. The asset representations reviewer will then conduct a review of the accounts and the receivables arising in those accounts in accordance with the process described below. The objective of the asset representations review process is to enable the asset representations reviewer to independently identify non-compliance with a representation or warranty concerning the receivables.

The asset representations review agreement provides that, in connection with any review, the servicer will grant the asset representations reviewer access to copies of documentation related to the performance of its review of the accounts and receivables, such access being afforded without charge but only (i) upon reasonable request, (ii) during normal business hours, (iii) subject to the servicer’s normal security and confidentiality procedures and (iv) at offices designated by the servicer. The asset representations reviewer will conduct its review

153

based on information contained in this documentation and other generally available information. Therefore, the asset representations reviewer’s ability to determine if a receivable has failed to comply with a representation or warranty will depend on whether the review materials for that receivable provide a sufficient basis for that conclusion. Neither noteholders nor the master trust trustee will be able to change the scope of the testing procedures or any review using the testing procedures, or to contest any finding or determination by the asset representations reviewer.

[Description of the asset representations reviewer’s duties and responsibilities under the asset representations review agreement, including the procedures for performing its review and any other actions required of the asset representations reviewer, as required by Item 1109(b)(3) of Regulation AB.]

Following the completion of its review of the accounts identified on the schedule of delinquent accounts and the receivables arising in those accounts, the asset representations reviewer will provide a preliminary report setting out the findings of its review to the master trust trustee and the servicer. The preliminary report will be provided before the servicer has had an opportunity to provide additional information in writing regarding the receivables to refute any such findings and the preliminary report may be revised by the asset representations reviewer after consideration of such additional written information. The servicer will provide the preliminary report to Citibank within [·] business days of receipt of the report. If, within [·] days of the date that Citibank receives the preliminary report, the servicer receives additional written documentation to potentially refute any finding in the preliminary report, the servicer will within [·] business days of its receipt make such documentation available to the asset representations reviewer. The asset representations reviewer will then consider such documentation and either confirm or revise its preliminary report and provide a final report setting out the findings of its review to the master trust trustee and the servicer, redacted to protect personally identifiable information in any form relating to obligors, as determined by the asset representations reviewer with the concurrence of the servicer.

If, within [·] days after the date that the asset representations reviewer provided its preliminary report to the servicer, the servicer has not made available to the asset representations reviewer additional written documentation to potentially refute a finding in the preliminary report, the asset representations reviewer will make its final report (which will be based on the findings set forth in the preliminary report) available to the master trust trustee and the servicer, redacted to protect personally identifiable information in any form relating to obligors, as determined by the asset representations reviewer with the concurrence of the servicer. The servicer will provide the final report to the master trust within [·] business days of receipt of the report.

A summary of the asset representations reviewer’s final report will also be included in the issuance trust’s distribution report on Form 10-D for the distribution period in which the final report is provided to the master trust trustee and the servicer.

Any review conducted by the asset representations reviewer will be for the sole purpose of determining compliance with the related representations and warranties. As required by

154

relevant SEC regulations, the asset representations review agreement expressly prohibits the asset representations reviewer from determining whether any finding of non-compliance with these representations and warranties constitutes a breach of any contractual provision of the pooling and servicing agreement. Following its receipt of the asset representations reviewer’s final report, Citibank will investigate any findings of non-compliance contained in the report and make a determination regarding whether any such non-compliance constitutes a breach of any contractual provision of any transaction document. If Citibank determines that a breach has occurred, it will provide notice to the master trust and the master trust trustee. See “The Master Trust—Master Trust Assets” for a discussion of the obligations of Citibank and the rights of the master trust trustee and certificateholders, if Citibank breaches certain representations and warranties concerning the receivables made in the pooling and servicing agreement.

Limitation on Liability; Indemnification

[Description of any limitations on the asset representations reviewer’s liability under the transaction documents and any indemnification provisions that entitle the asset representations reviewer to be indemnified from the transaction cash flow, as required by Items 1109(b)(5) and 1109(b)(6) of Regulation AB.]

Eligibility of Asset Representations Reviewer

The asset representations review agreement provides that the asset representations reviewer may not be (i) affiliated with the sponsor, depositor, servicer, master trust trustee, indenture trustee or owner trustee, or any of their respective affiliates, or (ii) the same party (or an affiliate of any party) hired by the sponsor or any underwriter of the certificates or notes to perform due diligence work on the pool assets in connection with the closing for an issuance of certificates or notes.

Resignation and Removal of the Asset Representations Reviewer

[Description of any contractual provisions or understandings regarding the asset representations reviewer’s removal, replacement, or resignation and how related expenses will be paid, as required by Item 1109(b)(7) of Regulation AB.]

Any successor asset representations reviewer will execute and deliver to Citibank, the master trust, the master trust trustee, and its predecessor asset representations reviewer an instrument accepting the appointment. Any successor asset representations reviewer must meet the eligibility requirements specified in the asset representations review agreement.

Asset Representations Reviewer Compensation

[Description of manner/amount in which asset representations reviewer is compensated, as required by Item 1109(b)(4) of Regulation AB.]

155

Dispute Resolution

If, pursuant to the provisions of the pooling and servicing agreement, the master trust trustee or certificateholders holding the requisite percentage of certificates specified in the pooling and servicing agreement (referred to as the Requesting Party) request that Citibank (referred to as the Representing Party), repurchase any receivable due to an alleged breach of a representation and warranty, and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within 180 days of the receipt of written notice of the request by the Representing Party, the Requesting Party will have the right to refer the matter, at its discretion, to either third-party mediation or arbitration and Citibank will be deemed to have consented to the selected resolution method. Each investor of a note will be deemed a certificateholder. See “The Master Trust—Master Trust Assets” for a discussion of the obligations of Citibank and the rights of the master trust trustee and certificateholders, if Citibank breaches certain representations and warranties concerning the receivables made in the pooling and servicing agreement. At the end of the 180-day period described above, the Representing Party may provide notice informing the Requesting Party of the status of its request or, in the absence of any such notice, the Requesting Party may presume that its request remains unresolved. The Requesting Party must provide the Representing Party written notice of its intention to refer the matter to mediation or arbitration within 30 calendar days of the conclusion of the 180-day period described above. Each Representing Party agrees to participate in the resolution method selected by the Requesting Party.

If the Requesting Party selects mediation as the resolution method, the mediation will be administered by the American Arbitration Association (AAA) pursuant to its Commercial Arbitration Rules and Mediation Procedures (the Rules) in effect on the date of the pooling and servicing agreement. The mediator will be independent, impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney or retired judge specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by AAA. Upon being supplied a list of at least ten potential mediators by AAA, each of the Requesting Party and the Representing Party will have the right to exercise two peremptory challenges within 14 days and to rank the remaining potential mediators in order of preference. AAA will select the mediator from the remaining potential mediators on the list respecting the preference choices of the parties to the extent possible. Each of the Requesting Party and the Representing Party will use commercially reasonable efforts to begin the mediation within [·] business days of the selection of the mediator and to conclude the mediation within [·] days of the start of the mediation. The fees and expenses of the mediation will be allocated as mutually agreed by the Requesting Party and the Representing Party as part of the mediation. A failure by the Requesting Party and the Representing Party to resolve a disputed matter through mediation shall not preclude either party from seeking a resolution of such matter through the initiation of a judicial proceeding in a court of competent jurisdiction, subject to the provisions specified below as applicable to both mediations and arbitrations.

If the Requesting Party selects arbitration as the resolution method, the arbitration will be held in accordance with the United States Arbitration Act, notwithstanding any choice of law provision in the pooling and servicing agreement, and under the auspices of the AAA and in accordance with the Rules.

156

If the repurchase request at issue involves a repurchase amount of less than $[·], a single arbitrator will be used. That arbitrator will be independent, impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney or retired judge specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by the AAA. Upon being supplied a list of at least ten potential arbitrators by the AAA, each Requesting Party and the Representing Party will have the right to exercise two peremptory challenges within [·] days and to rank the remaining potential arbitrators in order of preference. The AAA will select the arbitrator from the remaining potential arbitrators on the list respecting the preference choices of the parties to the extent possible.

If the repurchase request at issue involves a repurchase amount equal to or in excess of $[·], a three arbitrator panel will be used. The arbitral panel will consist of three members, (a) one to be appointed by the Requesting Party within five business days of providing notice to the Representing Party, as applicable, of its selection of arbitration, (b) one to be appointed by the Representing Party within five business days of the Requesting Party’s appointment and (c) the third, who will preside over the arbitral panel, to be chosen by the two party-appointed arbitrators within five business days of the Representing Party’s appointment. If any party fails to appoint an arbitrator or the two party-appointed arbitrators fail to appoint the third within the stated time periods, then the appointments will be made by AAA pursuant to the Rules.

Each arbitrator selected for any arbitration will abide by the Code of Ethics for Arbitrators in Commercial Disputes in effect as of the date of the pooling and servicing agreement. Prior to accepting an appointment, each arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. Any arbitrator selected may be removed by AAA for cause consisting of actual bias, conflict of interest or other serious potential for conflict.

It is the parties’ intention that, after consulting with the parties, the arbitrator or arbitral panel, as applicable, will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within [·] days after appointment of the arbitrator or arbitral panel, as applicable. The arbitrator or the arbitral panel, as applicable, will have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with New York law then in effect (including prehearing and post hearing motions), and will do so on the motion of any party to the arbitration. Notwithstanding any other discovery that may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration will be limited to the following discovery in the arbitration. Consistent with the expedited nature of arbitration, the Requesting Party and the Representing Party will, upon the written request of the other party, promptly provide the other with copies of documents relevant to the issues raised by any claim or counterclaim on which the producing party may rely in support of or in opposition to the claim or defense. At the request of a party, the arbitrator or arbitral panel, as applicable, shall have the discretion to order examination by

157

deposition of witnesses to the extent the arbitrator or arbitral panel deems such additional discovery relevant and appropriate. Depositions shall be limited to a maximum of three (3) per party and shall be held within thirty (30) calendar days of the making of a request. Additional depositions may be scheduled only with the permission of the arbitrator or arbitral panel, and for good cause shown. Each deposition shall be limited to a maximum of three (3) hours duration. All objections are reserved for the arbitration hearing except for objections based on privilege and proprietary or confidential information. Any dispute regarding discovery, or the relevance or scope thereof, shall be determined by the arbitrator or arbitral panel, which determination shall be conclusive. All discovery shall be completed within sixty (60) calendar days following the appointment of the arbitrator or the arbitral panel, as applicable; provided, that the arbitrator or the arbitral panel, as applicable, will have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitrator or the arbitral panel, as applicable, determines good cause is shown that such additional discovery is reasonable and necessary.

It is the parties’ intention that the arbitrator or the arbitral panel, as applicable will resolve the dispute in accordance with the terms of the pooling and servicing agreement, and may not modify or change the pooling and servicing agreement in any way. The arbitrator or the arbitral panel, as applicable, will not have the power to award punitive damages or consequential damages in any arbitration conducted. It is the parties’ intention that in its final determination, the arbitrator or the arbitral panel, as applicable, will determine and award the costs of the arbitration (including the fees of the arbitrator or the arbitral panel, as applicable, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator or the arbitral panel, as applicable, in its reasonable discretion. The determination of the arbitrator or the arbitral panel, as applicable, will be in writing and counterpart copies will be promptly delivered to the parties. The determination of the arbitrator or the arbitral panel, as applicable, may be reconsidered once by the arbitrator or the arbitral panel, as applicable, upon the motion and at the expense of either party. Following that single reconsideration, the determination of the arbitrator or the arbitral panel, as applicable will be final and non-appealable and may be entered in and may be enforced in, any court of competent jurisdiction.

By selecting arbitration, the Requesting Party is giving up the right to sue in court, including the right to a trial by jury. No person may bring a putative or certified class action to arbitration.

The following provisions will apply to both mediations and arbitrations:

• Any mediation or arbitration will be held in New York, New York;

• Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional or ancillary relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; and

• The details and/or existence of any unfulfilled repurchase request, any informal meetings, mediations or arbitration proceedings, including all offers, promises,

158

conduct and statements, whether oral or written, made in the course of the parties’ attempt to informally resolve an unfulfilled repurchase request, and any discovery taken in connection with any arbitration, will be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding; provided, however, that any discovery taken in any arbitration will be admissible in that particular arbitration. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with the related resolution procedure), except as otherwise required by law, regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for such confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its confidential information.

Investor Communication

An investor in the certificates may require the party responsible for making periodic filings with the SEC on Form 10-D, which is currently Citibank in its capacity as servicer, so long as the request was received by the party responsible for making the Form 10-D filing during the related reporting period, to include in the Form 10-D disclosure regarding interest in communicating with other investors. Each investor of a note will be deemed an investor of the certificates. If the issuance trust or indenture trustee receives a request from an investor in the notes to communicate with one or more investors in the notes or the certificates, the issuance trust or the indenture trustee, as applicable, shall communicate that request to Citibank, to be reported on Form 10-D as specified above.

Disclosure in the relevant Form 10-D will include: the name of the investor making the request, the date the request was received, a statement to the effect that the party responsible for filing the Form 10-D has received a request from such investor and stating that such investor is interested in communicating with other investors with regard to the possible exercise of rights under the related transaction documents, and a description of the method other investors may use to contact the requesting investor.

The party responsible for filing the Form 10-D may verify the identity of an investor of the certificates or notes prior to including a request to communicate with other investors in a Form 10-D, by requiring a written certification from the investor that it is such an investor and one other form of documentation, such as a trade confirmation, an account statement, a letter from the beneficial owner’s broker or dealer, or another similar document.

159

TAX MATTERS

This section discusses the material U.S. federal income tax consequences to noteholders. However, the discussion is limited in the following ways:

• The discussion only covers you if you buy your notes in the initial offering— including the initial offering of additional notes of an outstanding subclass.

• The discussion only covers you if you hold your notes as a capital asset—that is, for investment purposes—and if you do not have a special tax status.

• The discussion does not cover tax consequences that depend upon your particular tax circumstances. You should consult your tax advisor about the consequences of holding notes in your particular situation.

• The discussion is based on current law. Changes in the law may change the tax treatment of the notes.

• The discussion does not cover state, local or foreign law.

• The discussion does not cover every type of note that the issuance trust might issue. For example, it does not cover notes with an expected principal payment date within one year of issuance, foreign currency notes, or notes that are not to be characterized as debt for federal income tax purposes. If your notes are of a type not described in this discussion, additional tax information will be provided at the time of issuance of such notes.

• The discussion does not apply to the initial issuance of a new subclass of notes issued at more than a small discount from their stated principal amount. More precisely, the discussion applies only if the discount is less than 1/4% times the number of full years from the issue date to the expected principal payment date of the notes. This discount is referred to as “de minimis OID.” If the discount on the initial issuance of a new subclass of notes exceeds this de minimis amount, the original issue discount (OID) rules of the Internal Revenue Code will apply and additional information will be provided at the time of issuance of such notes.

• There is no authority concerning many of the tax issues concerning the issuance trust and the notes. We have not requested a ruling from the Internal Revenue Service on the tax consequences of owning the notes. As a result, the Internal Revenue Service could disagree with portions of this discussion.

Because of these limitations, and because of the uncertainties described under “—Other Possible Tax Characterizations,” we strongly encourage you to consult your tax advisor before purchasing notes.

Tax Characterization of the Notes

It is a condition to the issuance of new notes of a series, class or subclass that either the issuance trust must deliver to the indenture trustee and the rating agencies an opinion of counsel that for federal income tax purposes the newly issued notes (other than notes held, in

160

certain circumstances, by Citibank or an affiliate of Citibank) will be properly characterized as debt or the Threshold Conditions must be satisfied. See “The Notes—Issuances of New Series, Classes and Subclasses of Notes.” Accordingly, Cravath, Swaine & Moore LLP, special U.S. Federal tax counsel to Citibank and the issuance trust, referred to in this capacity as “tax counsel,” is of the opinion that the notes (other than notes held, in certain circumstances, by Citibank or an affiliate of Citibank) are properly characterized as indebtedness for federal income tax purposes. In addition, noteholders will agree, by acquiring notes, to treat the notes as debt of Citibank for U.S. federal, state and local income and franchise tax purposes. Citibank agrees to treat the notes in the same manner for these purposes, although it will treat the notes as equity for some nontax purposes.

Tax Characterization of the Issuance Trust

It is a condition to the issuance of new notes of a series, class or subclass that either the issuance trust must deliver to the indenture trustee and the rating agencies an opinion of counsel that for federal income tax purposes the issuance trust will not be an association, or publicly traded partnership, taxable as a corporation following the new issuance or the Threshold Conditions must be satisfied. See “The Notes—Issuances of New Series, Classes and Subclasses of Notes.” Accordingly, tax counsel is of the opinion that the issuance trust will not be an association—or publicly traded partnership—taxable as a corporation for federal income tax purposes. As a result, the issuance trust will not have to pay federal income tax.

The precise tax characterization of the issuance trust for federal income tax purposes is not certain. Citibank intends that the issuance trust be disregarded and treated as merely holding assets on behalf of Citibank as collateral for notes issued by Citibank. On the other hand, the issuance trust could be viewed as a separate entity for tax purposes, probably a partnership, issuing its own notes. This distinction, however, should not have a significant tax effect on noteholders except as stated under “—Other Possible Tax Characterizations.”

U.S. and Non-U.S. Noteholders

Many of the tax consequences of your owning notes depend upon whether you are a “U.S. noteholder” or a “non-U.S. noteholder.”

A “U.S. noteholder” is (a) an individual U.S. citizen or resident alien; (b) a corporation, or entity taxable as a corporation for U.S. federal income tax purposes, that was created under U.S. law, whether federal or state; or (c) an estate or trust that must pay U.S. federal income tax on its worldwide income.

A “non-U.S. noteholder” is a person or entity that is not a U.S. noteholder.

If a partnership holds notes, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. Partners of partnerships holding notes should consult their tax advisors.

161

Tax Consequences to U.S. Noteholders

Interest

Unless the OID rules apply as described in the next paragraph:

• If you are a cash method taxpayer—which includes most individual noteholders— you must report interest on the notes in your income when you receive it.

• If you are an accrual method taxpayer, you must report interest on the notes in your income as it accrues.

Possible OID on the Notes

Your notes might be treated as having OID, even if they satisfy the requirement for de minimis OID described in the seventh bullet point under “—Tax Matters.” This result could arise in two ways:

• Interest on your notes is not paid in full on a scheduled payment date. Your notes might then be treated as having OID from that date until their principal is fully paid.

• All notes might have OID from their date of issuance, because interest is only payable out of specified cash flows allocated to the collateral certificate. However, Citibank intends to take the position that OID does not arise under this rule.

If your note has OID, all interest on the note would be taxable in accordance with the rules for accruing OID. In general, there would not be a significant adverse effect on you. However:

• You would have to report interest income on the note as it accrues rather than when it is paid, even if you are on the cash method of accounting.

• If the note was issued at a small discount from its face amount—that is, with de minimis OID—you would have to accrue that discount into income over the life of the note.

Premium and Discount

If you buy a note for more than its stated principal amount—disregarding accrued interest that you pay—the excess amount you pay will be “bond premium.”

• You can elect to use bond premium to reduce your taxable interest income from your note. Under the election, the total premium will be allocated to interest periods, as an offset to your interest income, on a “constant yield” basis over the life of your note. Under this rule, there is a smaller offset in the early periods and a larger offset in the later periods.

• You make this election on your tax return for the year in which you acquire the note. If you make the election, it automatically applies to all debt instruments with bond premium that you own during that year or that you acquire at any time thereafter, unless the Internal Revenue Service permits you to revoke the election.

162

You may be subject to the “market discount” rules of the Internal Revenue Code if you buy a note in an offering for less than its principal amount, and either:

• you buy the note in the initial offering of a subclass of notes and you pay less than the initial offering price, or

• you buy the note in an offering of additional notes of an outstanding subclass and you pay less than the initial offering price when the subclass was originally issued.

The market discount rules apply as follows:

• Market discount is the excess of the principal amount of a note over your purchase price. However, market discount is disregarded under a de minimis rule if it is less than  ¹/₄% of the principal amount multiplied by the number of full years from your purchase date to the expected principal payment date of the note.

• You are not required to accrue market discount into income on a current basis, although you can elect to do so. Unless you elect to do so, you may have ordinary income—to the extent of the accrued market discount—on your sale, retirement or other disposition of your note, or on your receipt of a partial principal payment on your note. In addition, if you have any indebtedness allocable to your note, a portion of your interest deduction on that debt—to the extent of accrued and untaxed market discount on the note—may be deferred.

Appropriate adjustments to tax basis are made in these situations. Noteholders in these situations should consult their tax advisors.

Sale or Retirement of Notes

On your sale or retirement of your note:

• You will have taxable gain or loss equal to the difference between the amount received by you and your tax basis in the note.

• Your tax basis in your note is your cost, after taking into account adjustments for OID, premium and discount.

• Your gain or loss will generally be capital gain or loss, and will be long-term capital gain or loss if you held your note for more than one year. Gain equal to accrued market discount will generally be ordinary income, as discussed under “—Premium and Discount.”

• If your note was issued with de minimis OID, you must report that discount in your income as taxable gain on a proportionate basis as you receive principal of the note.

• If you sell a note between interest payment dates, a portion of the amount you receive reflects interest that has accrued on the note but has not yet been paid by the sale date. That amount is treated as ordinary interest income and not as sale proceeds.

163

Information Reporting and Backup Withholding

Under the tax rules concerning information reporting to the Internal Revenue Service:

• Assuming you hold your notes through a broker or other securities intermediary, the intermediary must provide information to the Internal Revenue Service and to you on Form 1099 concerning interest, OID and retirement proceeds on your notes, unless an exemption applies. You may need to make adjustments to this information before filing your own tax return.

• Similarly, unless an exemption applies, you must provide the intermediary with your Taxpayer Identification Number for its use in reporting information to the Internal Revenue Service. If you are an individual, this is your social security number. You are also required to comply with other Internal Revenue Service requirements concerning information reporting.

• If you are required to comply with these requirements but do not comply, the intermediary must withhold at a rate that is currently 28% of all amounts payable to you on the notes, including principal payments. This is called “backup withholding.” If the intermediary withholds payments, you may use the withheld amount as a credit against your federal income tax liability.

• All individual U.S. noteholders are required to comply with these requirements. Some U.S. noteholders, including all corporations, tax-exempt organizations and individual retirement accounts, are exempt from these requirements.

Other Possible Tax Characterizations

Since we are not obtaining a ruling from the Internal Revenue Service on the tax consequences of the notes, the Internal Revenue Service could disagree with the intended tax consequences or with the opinions of tax counsel described under “—Tax Characterization of the Notes” and “—Tax Characterization of the Issuance Trust.” As a result:

• The notes might be treated as equity interests in a partnership rather than debt for tax purposes. Noteholders would then be treated as partners in a partnership, with possible adverse tax results. In particular, individual noteholders would be required to include income of the issuance trust or the master trust in their own income as it accrues rather than when it is paid, and might not be allowed a deduction for certain expenses of the issuance trust or the master trust, resulting in a greater amount of taxable income than cash received.

• The issuance trust—and possibly the master trust—might initially or in the future be treated as a taxable corporation, with the notes treated as debt or equity in the corporation. Tax imposed on the issuance trust or the master trust could significantly reduce the amount of cash otherwise available for payment to noteholders.

164

Tax Consequences to Non-U.S. Noteholders

Withholding Taxes

Subject to the discussion below under “—Foreign Account Tax Compliance Act (FATCA),” generally, assuming the notes are debt for federal income tax purposes—as provided in the opinion of tax counsel—no U.S. taxes are required to be withheld from payments of principal and interest on the notes.

However, for the exemption from withholding taxes to apply to you, you must meet one of the following requirements.

• You provide a completed Form W-8BEN or Form W-8BEN-E, as applicable—or substitute form—to the bank, broker or other intermediary through which you hold your notes. The Form W-8BEN or Form W-8BEN-E contains your name, address and a statement that you are the beneficial owner of the notes and that you are not a U.S. noteholder.

• You hold your notes directly through a “qualified intermediary,” and the qualified intermediary has sufficient information in its files indicating that you are not a U.S. noteholder. A qualified intermediary includes a bank, broker or other intermediary that is either (a) a U.S. or non-U.S. entity, (b) is acting out of a non-U.S. branch or office and (c) has signed an agreement with the Internal Revenue Service providing that it will administer all or part of the U.S. tax withholding rules under specified procedures.

• You are entitled to an exemption from withholding tax on interest under a tax treaty between the U.S. and your country of residence. To claim this exemption, you must complete Form W-8BEN or Form W-8BEN-E, as applicable, and claim this exemption on the form. In some cases, you may instead be permitted to provide documentary evidence of your claim to the intermediary.

• The interest income on the notes is effectively connected with the conduct of your trade or business in the U.S., and is not exempt from U.S. tax under a tax treaty. To claim this exemption, you must complete Form W-8ECI.

Even if you meet one of the above requirements, interest paid to you will be subject to withholding tax under any of the following circumstances:

• The withholding agent or an intermediary knows or has reason to know that you are not entitled to an exemption from withholding tax. Specific rules apply for this test.

• The Internal Revenue Service notifies the withholding agent that information that you or an intermediary provided concerning your status is false.

• An intermediary through which you hold the notes fails to comply with the procedures necessary to avoid withholding taxes on the notes. In particular, an intermediary is generally required to forward a copy of your Form W-8BEN or Form W-8BEN-E—or other documentary information concerning your status—to the withholding agent for the notes. However, if you hold your notes through a

165

qualified intermediary—or if there is a qualified intermediary in the chain of title between yourself and the withholding agent for the notes—the qualified intermediary will not generally forward this information to the withholding agent.

• You (a) own 10% or more of the voting stock of Citigroup Inc., (b) are a “controlled foreign corporation” with respect to Citigroup Inc. or (c) are a bank making a loan in the ordinary course of its business. In these cases, you will be exempt from withholding taxes only if you are eligible for a treaty exemption or if the interest income is effectively connected with your conduct of a trade or business in the U.S., as discussed above.

Interest payments made to you will generally be reported to the Internal Revenue Service and to you on Form 1042-S. However, this reporting does not apply to you if you hold your notes directly through a qualified intermediary and the applicable procedures are complied with.

The rules regarding withholding are complex and vary depending on your individual situation. They are also subject to change. In addition, special rules apply to certain types of non-U.S. noteholders, including partnerships, trusts and other entities treated as pass-through entities for U.S. federal income tax purposes. We suggest that you consult with your tax advisor regarding the specific methods for satisfying these requirements.

Sale or Retirement of Notes

If you sell a note or it is redeemed, you will not have to pay federal income tax on any gain unless one of the following applies:

• The gain is connected with a trade or business that you conduct in the U.S.

• You are an individual, you are present in the U.S. for at least 183 days during the year in which you dispose of the note, and other conditions are satisfied.

• The gain represents accrued interest or OID, in which case the rules for interest would apply.

U.S. Trade or Business

If you hold your note in connection with a trade or business that you are conducting in the U.S.:

• Any interest on the note, and any gain from disposing of the note, generally will be taxable as income as if you were a U.S. noteholder.

• If you are a corporation, you may be required to pay the “branch profits tax” on your earnings that are connected with your U.S. trade or business, including earnings from the note. This tax is 30%, but may be reduced or eliminated by an applicable income tax treaty.

166

Estate Taxes

If you are an individual, no U.S. estate tax will apply to your note when you die. However, this rule only applies if, at your death, payments on the note were not connected to a trade or business that you were conducting in the U.S.

Information Reporting and Backup Withholding

U.S. rules concerning information reporting and backup withholding are described under “—Tax Consequences to U.S. Noteholders.” Under these rules:

• Principal and interest payments you receive will be automatically exempt from the usual rules if you are a non-U.S. noteholder exempt from withholding tax on interest, as described above. The exemption does not apply if the withholding agent or an intermediary knows or has reason to know that you should be subject to the usual information reporting or backup withholding rules. In addition, as described above, interest payments made to you may be reported to the Internal Revenue Service on Form 1042-S.

• Sale proceeds you receive on a sale of your notes through a broker may be subject to these rules if you are not eligible for an exemption. In particular, information reporting and backup withholding may apply if you use the U.S. office of a broker. Information reporting, but not backup withholding, may apply if you use the foreign office of a broker that has certain connections to the U.S. In general, you may file Form W-8BEN or Form W-8BEN-E, as applicable, to claim an exemption from information reporting and backup withholding. You should consult your tax advisor concerning information reporting and backup withholding on a sale.

Other Possible Tax Characterizations

If the issuance trust or the master trust is treated as a taxable corporation, the tax liability of the issuance trust or the master trust could reduce the amount of cash available to noteholders. In addition, if your notes are characterized as equity rather than debt for federal income tax purposes, there could be material adverse tax consequences to you. For example:

• If your notes were equity interests in a partnership, (a) 30% U.S. withholding tax might apply to the gross amount of income of the issuance trust allocable to you, or (b) you might have to file a tax return in the U.S. and pay tax on your share of net income of the issuance trust as if that income were your U.S. business income. A corporate noteholder might also be required to pay the “branch profits tax.”

• If your notes are equity interests in a corporation, all interest payable to you might be treated as a dividend subject to 30% withholding tax, or a lower rate provided for dividends by a tax treaty.

Non-U.S. noteholders should consult their tax advisors concerning these risks.

167

Foreign Account Tax Compliance Act (FATCA)

A 30% U.S. federal withholding tax may apply to interest, and the gross proceeds from a disposition of the notes after December 31, 2018, that is paid to a beneficial owner or intermediary that is either:

• a “foreign financial institution,” unless it agrees to report information concerning its holders of “United States accounts” and meets other specified requirements, or

• a “non-financial foreign entity,” unless it provides a certification that the beneficial owner does not have any “substantial United States owners” or identifies each substantial United States owner and meets other specified requirements.

In certain cases, the foreign financial institution or non-financial foreign entity may be exempt from these rules.

European Union Tax Reporting and Withholding

Under Council Directive 2003/48/EC on the taxation of savings income (the “EU Savings Directive”), each member state of the European Union is required to provide to the tax authorities of another member state details of certain payments of interest or similar income paid or secured by a person established within its jurisdiction to or for the benefit of an individual resident in that other member state or certain limited types of entities established in that other member state.

For a transitional period, Austria is required (unless during that period it elects otherwise) to operate a withholding system in relation to such payments. The end of the transitional period is dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries. A number of non-EU countries and territories including Switzerland have adopted similar measures (a withholding system in the case of Switzerland).

On March 24, 2014, the Council of the European Union adopted a Council Directive (the “Amending Directive”) amending and broadening the scope of the requirements described above. The Amending Directive requires member states to apply these new requirements from January 1, 2017, and if they were to take effect the changes would expand the range of payments covered by the Savings Directive, in particular to include additional types of income payable on securities. They would also expand the circumstances in which payments that indirectly benefit an individual resident in a member state must be reported or subject to withholding. This approach would apply to payments made to, or secured for, persons, entities or legal arrangements (including trusts) where certain conditions are satisfied, and may in some cases apply where the person, entity or legal arrangement is established or effectively managed outside of the European Union.

However, the European Commission has proposed the repeal of the Savings Directive from January 1, 2017 in the case of Austria and from January 1, 2016 in the case of all other member states (subject to ongoing requirements to fulfill administrative obligations such as the reporting and exchange of information relating to, and accounting for withholding taxes on, payments made before those dates). This is to prevent overlap between the Savings

168

Directive and a new automatic exchange of information regime to be implemented under Council Directive 2011/16/EU on administrative cooperation in the field of taxation (as amended by Council Directive 2014/107/EU). The proposal also provides that, if it proceeds, member states will not be required to apply the new requirements of the Amending Directive.

BENEFIT PLAN INVESTORS

Benefit plans are required to comply with restrictions under the Internal Revenue Code and the Employee Retirement Income Security Act of 1974, known as ERISA. These restrictions include rules concerning prudence and diversification of the investment of assets of a benefit plan—referred to as “plan assets.” A benefit plan fiduciary should consider whether an investment by the benefit plan in notes complies with these requirements.

In general, a benefit plan for these purposes includes:

• an employee benefit plan that is tax-qualified under the Internal Revenue Code and provides deferred compensation to employees—such as a pension, profit-sharing, Section 401(k) or Keogh plan;

• an individual retirement account; and

• a collective investment fund or other entity, if (a) the fund or entity has one or more benefit plan investors and (b) certain “look-through” rules apply and treat the assets of the fund or entity as constituting plan assets of the benefit plan investor.

However, a plan maintained by a government is not a benefit plan unless it is tax-qualified under the Internal Revenue Code. A fund or other entity—including an insurance company general account—considering an investment in notes should consult its tax advisors concerning whether its assets might be considered plan assets under these rules.

Prohibited Transactions

ERISA and the Internal Revenue Code also prohibit transactions of a specified type between a benefit plan and a party in interest who is related in a specified manner to the benefit plan. Violation of these prohibited transaction rules may result in significant penalties. There are statutory exemptions from the prohibited transaction rules, and the U.S. Department of Labor has granted administrative exemptions of specified transactions.

Potential Prohibited Transactions from Investment in Notes

There are two categories of prohibited transactions that might arise from a benefit plan’s investment in notes. Fiduciaries of benefit plans contemplating an investment in notes should carefully consider whether the investment would violate these rules.

Prohibited transactions between the benefit plan and a party in interest

The first category of prohibited transaction could arise on the grounds that the benefit plan, by purchasing notes, was engaged in a prohibited transaction with a party in interest. A prohibited transaction could arise, for example, if the notes were viewed as debt of Citibank

169

and Citibank was a party in interest as to the benefit plan. A prohibited transaction could also arise if Citibank, the master trust trustee, the indenture trustee, the servicer or another party with an economic relationship to the issuance trust or the master trust either:

• is involved in the investment decision for the benefit plan to purchase notes or

• is otherwise a party in interest as to the benefit plan.

If a prohibited transaction might result from the benefit plan’s purchase of notes, a statutory or administrative exemption from the prohibited transaction rules might be available to permit an investment in notes. A statutory exemption enacted as part of the Pension Protection Act of 2006 exempts certain transactions between a benefit plan and a person that is a party in interest with respect to the plan, if the person is a party in interest solely because it provides services to the plan, the person had no discretionary authority or control over the transaction and gave the plan no advice relating to the transaction, and the plan pays no more than adequate consideration. The administrative exemptions that are potentially available include the following prohibited transaction class exemptions:

• 96-23, available to “in-house asset managers”;

• 95-60, available to insurance company general accounts;

• 91-38, available to bank collective investment funds;

• 90-1, available to insurance company pooled separate accounts; and

• 84-14, available to “qualified professional asset managers.”

However, even if the benefit plan is eligible for one of these exemptions, the exemption may not cover every aspect of the investment by the benefit plan that might be a prohibited transaction.

Prohibited transactions between the issuance trust or master trust and a party in interest

The second category of prohibited transactions could arise if:

• a benefit plan acquires notes, and

• under a Department of Labor plan asset regulation, assets of the issuance trust or the master trust are treated as if they were plan assets of the benefit plan.

In this case, every transaction by the issuance trust or the master trust would be treated as a transaction by the benefit plan using plan assets.

If assets of the issuance trust or the master trust are treated as plan assets, a prohibited transaction could result if the issuance trust or the master trust itself engages in a transaction with a party in interest as to the benefit plan, if an exemption described above does not apply. For example, if the master trust assets are treated as assets of a benefit plan and the master trust holds a credit card receivable that is an obligation of a participant in that same benefit plan, then there would be a nonexempt prohibited extension of credit between the benefit plan and a party in interest, the plan participant.

170

As a result, if assets of the issuance trust or the master trust are treated as plan assets, there would be a significant risk of a prohibited transaction. Moreover, the statutory exemption and the prohibited transaction class exemptions referred to above could not be relied on to exempt all the transactions of the issuance trust or the master trust from the prohibited transaction rules. In addition, because all the assets of the issuance trust or the master trust would be treated as plan assets, managers of those assets might be required to comply with the fiduciary responsibility rules of ERISA.

Under an exemption in the plan asset regulations, assets of the issuance trust or master trust would not be considered plan assets, and so this risk of prohibited transactions should not arise, if a benefit plan purchased a note that

• is treated as indebtedness under local law, and

• has no “substantial equity features.”

The issuance trust expects that all notes will be indebtedness under local law. Likewise, although there is no authority directly on point, the issuance trust believes that the notes should not be considered to have substantial equity features. As a result, the plan asset regulations should not apply to cause assets of the issuance trust or the master trust to be treated as plan assets. This expectation that the notes will be indebtedness is based in part on the assignment of an investment grade rating to the notes at the time of issuance. The debt treatment of notes for ERISA purposes could change subsequent to their issuance in the event of a withdrawal or downgrade to below investment grade of the rating of the notes, and the subsequent acquisition of the notes (or interest therein) by benefit plans could be a prohibited transaction.

Investment by Benefit Plan Investors

For the reasons described in the preceding sections, benefit plans can purchase notes. However, the fiduciary of the benefit plan must ultimately determine whether the requirements of the plan asset regulation are satisfied. More generally, the fiduciary must determine whether the benefit plan’s investment in notes will result in one or more nonexempt prohibited transactions or otherwise violate the provisions of ERISA or the Internal Revenue Code.

Tax Consequences to Benefit Plans

In general, assuming the notes are debt for federal income tax purposes, interest income on notes would not be taxable to benefit plans that were tax-exempt under the Internal Revenue Code, unless the notes were “debt-financed property” because of borrowings by the benefit plan itself. However, if, contrary to the opinion of tax counsel, for federal income tax purposes, the notes were equity interests in a partnership and the partnership or the master trust were viewed as having other outstanding debt, then all or part of the interest income on the notes would be taxable to the benefit plan as “debt-financed income.” Benefit plans should consult their tax advisors concerning the tax consequences of purchasing notes.

171

[UNDERWRITING][PLAN OF DISTRIBUTION]

[Subject to the terms and conditions of the underwriting agreement for the Class 201[·]-[·][·] notes, the issuance trust has agreed to sell to each of the underwriters named below, and each of those underwriters has severally agreed to purchase, the principal amount of the Class 201[·]-[·][· ] notes set forth opposite its name:

Underwriters	Principal Amount
[·]	$	[	·]
[·]		[	·]
[·]		[	·]
[·]		[	·]
Total	$	[	·]

The several underwriters have agreed, subject to the terms and conditions of the underwriting agreement, to purchase all $[·] aggregate principal amount of the Class 201[·]-[·] notes if any of the Class 201[·]-[·][·] notes are purchased.

The underwriters have advised the issuance trust that the several underwriters propose initially to offer the Class 201[·]-[·][·] notes to the public at the public offering price set forth on the cover page of this prospectus, and to certain dealers at that public offering price less a concession not in excess of [  .  ]% of the principal amount of the Class 201[·]-[·][·] notes. The underwriters may allow, and those dealers may reallow to other dealers, a concession not in excess of [  .  ]% of the principal amount.

After the public offering, the public offering price and other selling terms may be changed by the underwriters.

The proceeds to the issuance trust from the sale of the Class 201[·]-[·][·] notes and the underwriting discount are set forth on the cover page of this prospectus. The proceeds to the issuance trust will be paid to Citibank. See “Use of Proceeds” in this prospectus. Additional offering expenses are estimated to be $[·].

In connection with the offering, the underwriters may purchase and sell Class 201[·]-[·][ ·] notes in the open market. Purchases and sales in the open market may include short sales, purchases to cover short positions and stabilizing purchases.

• Short sales involve secondary market sales by the underwriters of a greater number of Class 201[·]-[·] notes than they are required to purchase in the offering.

• Covering transactions involve purchases of Class 201[·]-[·] notes in the open market after the distribution has been completed in order to cover short positions.

• Stabilizing transactions involve bids to purchase Class 201[·]-[·] notes so long as the stabilizing bids do not exceed a specified maximum.

172

The underwriters may also impose a penalty bid. Penalty bids permit an underwriter to reclaim a selling concession from a syndicate member when that underwriter, in covering syndicate short positions or making stabilizing purchases, purchases notes originally sold by that syndicate member.

Purchases to cover short positions and stabilizing purchases, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the Class 201[·]-[·] notes. They may also cause the price of the Class 201[·]-[·] notes to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriters may conduct these transactions in the over-the-counter market or otherwise. The underwriters are not required to engage in any of these activities and may end any of these activities at any time.

The issuance trust and Citibank will, jointly and severally, indemnify the underwriters against certain liabilities, including liabilities under applicable securities laws, or contribute to payments the underwriters may be required to make in respect of those liabilities. The issuance trust’s obligation to indemnify the underwriters will be limited to finance charge collections from the collateral certificate received by the issuance trust after making all required payments and required deposits under the indenture.

Citigroup Global Markets Inc. is an affiliate of the issuance trust and Citibank. Accordingly, the offering of the Class 201[·]-[·][· ] notes will conform with the requirements addressing conflicts of interest when distributing the securities of an affiliate set forth in Rule 5121 of the Financial Industry Regulatory Authority.

The underwriters and their affiliates may engage in transactions with and perform services for the issuance trust, Citibank or its affiliates in the ordinary course of business.]

[Subject to the terms and conditions of the [placement agency][purchase] agreement, the issuance trust has agreed to offer and sell the Class 201[·]-[·][·] in any of three ways:

• directly to one or more purchasers;

• through agents; or

• through underwriters.

Any agent that offers the Class 201[·]-[·][· ] notes may be an affiliate of the issuance trust and Citibank.

Dealer trading may take place in some of the Class 201[·]-[·][· ] notes, including notes not listed on any securities exchange. Direct sales may be made on a national securities exchange or otherwise. If the issuance trust, directly or through agents, solicits offers to purchase the Class 201[·]-[·][·] notes, the issuance trust reserves the sole right to accept and, together with its agents, to reject in whole or in part any proposed purchase of the Class 201[·]-[·][·] notes.

The issuance trust may change any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers. The issuance trust may authorize agents to solicit offers by certain institutions to purchase securities from the issuance trust pursuant to delayed delivery contracts providing for payment and delivery at a future date.

173

Any agent participating in the distribution of securities, including Class 201[·]-[·][ ·] notes offered by this prospectus, will be an “underwriter” of those securities under the Securities Act of 1933 and any discounts or commissions received by them and any profit realized by them on the sale or resale of the securities may be deemed to be underwriting discounts and commissions.

The issuance trust and Citibank have agreed to indemnify agents and their controlling persons against certain civil liabilities, including liabilities under the Securities Act of 1933 in connection with their participation in the distribution of the Class 201[·]-[·][· ] notes. The issuance trust’s obligation to indemnify agents and their controlling persons will be limited to finance charge collections from the collateral certificate received by the issuance trust after making all required payments and required deposits under the indenture.

Agents participating in the distribution of the Class 201[·]-[·][·] notes and their controlling persons, may engage in transactions with and perform services for the issuance trust or its affiliates in the ordinary course of business.]

Offering Restrictions

United Kingdom

Each underwriter of the Class 201[·]-[·][ ·] notes has agreed that:

• it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000, as amended (the “FSMA”) with respect to anything done by it in relation to the Class 201[·]-[·][·] notes in, from or otherwise involving the United Kingdom; and

• it has only communicated or caused to be communicated or will only communicate or cause to be communicated any invitation or inducement to engage in investment activities (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any of the Class 201[·]-[·][· ] notes in circumstances in which Section 21(1) of the FSMA does not apply to the issuance trust.

European Economic Area

In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “relevant member state”), each underwriter has agreed that, with effect from and including the date on which the Prospectus Directive was implemented in that relevant member state (the relevant implementation date), it has not made and will not make an offer of the Class 201[·]-[·][·] notes to the public in that relevant member state other than to any legal entity which is a qualified investor as defined in the Prospectus Directive; provided that no such offer of the Class 201[·]-[·][ ·] notes shall require the issuance trust, Citibank or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

174

For the purposes of this provision, the expression an “offer of the Class 201[·]-[·][ ·] notes to the public” in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the Class 201[·]-[·][·] notes to be offered so as to enable an investor to decide to purchase or subscribe for the Class 201[·]-[·][·] notes, as the expression may be varied in that relevant member state by any measure implementing the Prospectus Directive in that relevant member state, and the expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) and includes any relevant implementing measure in the relevant member state.

The seller of the Class 201[·]-[·][· ] notes have not authorized and do not authorize the making of any offer of Class 201[·]-[·][· ] notes through any financial intermediary on their behalf, other than offers made by the underwriters with a view to the final placement of the Class 201[·]-[·][ ·] notes as contemplated in this prospectus. Accordingly, no purchaser of the Class 201[·]-[·][ ·] notes, other than the underwriters, is authorized to make any further offer of the Class 201[·]-[·][ ·] notes on behalf of the sellers or the underwriters.

In connection with any sales of Class 201[·]-[·][·] notes outside of the United States, the underwriters may act through one or more of their affiliates.

REVIEW OF DISCLOSURE REGARDING MASTER TRUST ASSETS⁴

Citibank has performed a review of the master trust receivables and accounts and the disclosure regarding those assets as required by Rule 193 under the Securities Act of 1933, as amended. The purpose of this review was to provide Citibank with reasonable assurance that the disclosure regarding the master trust assets in this prospectus is accurate in all material respects.

As part of the review, Citibank identified the information concerning the master trust assets to be covered and determined the review procedures for each portion of that information. Factual information was reviewed by those officers and employees of Citibank and its affiliates who are knowledgeable about that information. Counsel to Citibank reviewed the portions of the descriptions of the transaction documents regarding the master trust assets and compared those descriptions to the related transaction documents to ensure that the descriptions were accurate in all material respects. Officers and employees of Citibank and its affiliates also consulted with counsel with respect to the description of the legal and regulatory provisions that may materially and adversely affect the performance of the credit card receivables or payments on the notes.

⁴  The Rule 193 review will encompass the receivables currently comprising the master trust portfolio, including receivables added to the pool as of a reasonably practicable date prior to the date of the prospectus, and will address whether those receivables deviate from disclosed underwriting criteria or any other criteria or benchmark used to evaluate the assets, as contemplated by Item 1111(a)(7) and (8) of Regulation AB.

175

Employees of Citibank and its affiliates reviewed the statistical information with respect to the master trust receivables and accounts contained in “The Master Trust Receivables and Accounts” in Annex I of this prospectus. As part of the review, such employees sampled 5,000 credit card accounts randomly selected from the consumer credit card accounts and 5,000 credit card accounts randomly selected from Citibank/American Airlines AAdvantage commercial accounts designated to the master trust and compared the stratification results of certain information relating to those accounts—including obligor address, obligor FICO score, account balance, payment status, age of account, and whether the account is subject to a loan modification—to the related statistical information contained in “The Master Trust Receivables and Accounts.” The stratification results of the selected accounts were found to be materially consistent with the related statistical information. Citibank also engaged a third party to assist in its review of such statistical information. In accordance with Citibank’s instructions, the third party compared information derived from Citibank’s computer systems regarding the attributes of the master trust receivables and accounts to such statistical information. The results of these reviews, together with Citibank’s control processes used in the operation of its credit card business as described below, provided reasonable assurance that the statistical information relating to the master trust receivables and accounts contained in “The Master Trust Receivables and Accounts” is accurate in all material respects.

Before making lump additions of accounts to the master trust, Citibank identifies accounts that meet the eligibility criteria for addition to the master trust by screening the inventory of accounts owned by Citibank that are not yet designated to the master trust for the applicable characteristics. On an annual basis for each year in which there are lump additions of accounts to the master trust, employees of Citibank and its affiliates, with the assistance of a third party engaged by Citibank, perform additional procedures to assure that the screen properly excluded ineligible accounts.

With respect to the disclosure in “The Credit Card Business of Citibank—Acquisition of Accounts and Use of Credit Cards” in Annex I of this prospectus, Citibank regularly engages in activities that are designed to monitor and measure compliance with its credit policy. These activities include a Risk Management control and oversight program designed to ensure that new credit card account acquisitions and assigned credit limits meet approved Citibank policy. Ongoing performance of the accounts is routinely reviewed by senior management of Citibank’s cards business as well as senior officers in Citigroup’s Global Risk Management department.

Underwriting decisions made using Citibank’s automated approval system are reviewed and affirmed using two primary methods. First, on a quarterly basis, acquisition models are reviewed in a Quarterly Model Validation program to ensure that they are meeting stated performance objectives. Based on the results, adjustments may be made to the score cutoffs or a redevelopment of the score may be required. Additionally, on a monthly basis, new credit card accounts are reviewed as part of the Risk Management control and oversight program. This program consists of three parts—exception reports, account monitoring, and interactive reviews such as call monitoring—to ensure that the accounts are within the stated Citibank policy. Citibank considers the decision to approve a new account or a credit limit increase to be an exception to the underwriting criteria only if such decision is a result of an error in

176

processing within the automated approval system. Accounts identified in the exception reports are promptly remediated. All recent results from both the Quarterly Model Validation program and the Risk Management control and oversight program have been satisfactory and have verified that the exception rate for new accounts is de minimis.

In accordance with Citibank’s credit policy, some applications are routed for a manual review by the Credit Operations team to make a final credit decision. These decisions are also monitored on a monthly basis by the Risk Management Control and Oversight team using the methods outlined above. Additionally, performance monitoring reports and, if necessary, remedial efforts, for this population of accounts are used to ensure that these accounts adhere to Citibank’s stated policy.

Portions of the review of the legal, regulatory and statistical information were performed with the assistance of third parties engaged by Citibank. Citibank determined the nature, extent and timing of the review and the sufficiency of the assistance provided by the third parties for purposes of Citibank’s review. Citibank had ultimate authority and control over, and assumes all responsibility for, the review and the findings and conclusions of the review. Citibank attributes all findings and conclusions of the review to itself.

Citibank’s review of the master trust accounts and receivables is supported by Citibank’s extensive control processes used in the day-to-day operation of its credit card business. These controls include financial reporting controls, regular internal audits of key business functions, including account origination, servicing and systems processing, controls to verify compliance with procedures and quality assurance reviews for credit decisions and securitization processes. In addition, Citibank has an integrated network of computer applications to make certain that information about the master trust accounts and receivables is accurately entered, captured and maintained in its computer systems. These computer systems are subject to change control processes, automated controls testing and control review programs to determine whether systems controls are operating effectively and accurately. All of these controls and procedures ensure the integrity of Citibank’s information systems and the accuracy of disclosures in all material respects.

After completing the review described above, Citibank has concluded that it has reasonable assurance that the disclosure regarding the master trust assets in this prospectus is accurate in all material respects.

DEMANDS FOR REPURCHASES OF RECEIVABLES

The pooling and servicing agreement contains covenants requiring the repurchase of receivables from the master trust for the breach of a related representation or warranty. No credit card receivables securitized by Citibank were the subject of a demand to repurchase for a breach of the representations and warranties during the [    ] year period ending [insert most recent quarter end date]. Citibank, as securitizer, discloses all fulfilled and unfulfilled repurchase requests for receivables that were the subject of a demand to repurchase on SEC Form ABS-15G. The most recent Form ABS-15G filed by Citibank was filed with the SEC on

177

[            , 20    ] under CIK number 0001541816. Citibank also discloses all such demands for repurchase with respect to the master trust assets in its monthly reports on Form 10-D under CIK number 0001522616. For more information on obtaining a copy of the monthly reports or Form ABS-15G, see “Where You Can Find Additional Information” in this prospectus.

LEGAL MATTERS

Christopher R. Becker, an Assistant General Counsel—Capital Markets and Corporate Reporting of Citigroup Inc., will pass upon the validity of the notes for the issuance trust. Cravath, Swaine & Moore LLP, New York, New York will pass upon the validity of the notes for any agents or underwriters. Cravath, Swaine & Moore LLP, New York, New York will also pass upon certain U.S. Federal income tax matters for the issuance trust. Cravath, Swaine & Moore LLP, New York, New York has from time to time represented the issuance trust with respect to a variety of matters, and has also represented its affiliates in a variety of matters. Mr. Becker beneficially owns, or has the right to acquire under Citigroup Inc.’s employee benefit plans, an aggregate of less than 0.01% of Citigroup Inc.’s outstanding common stock.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

As required by the Securities Act of 1933, we filed a registration statement relating to the securities described in this prospectus with the Securities and Exchange Commission. This prospectus is a part of that registration statement, but the registration statement includes additional information.

We will file all required annual, monthly and special reports and other information with the SEC under the name “Citibank Credit Card Issuance Trust” (CIK: 0001108348), which you may read and copy at the SEC’s Public Reference Room, 100 F Street, NW, Washington, DC 20549. You can also request copies of these documents, upon payment of a duplicating fee, by writing to the Public Reference Section of the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the SEC’s Public Reference Rooms. These filings and other reports, proxy and information statements regarding issuers that file electronically with the SEC are also available to the public on the SEC’s Internet website, http://www.sec.gov.

We “incorporate by reference” certain information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information that is incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC that is incorporated by reference will automatically update the information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus. We incorporate by reference in this prospectus any monthly distribution reports on Form 10-D and current reports on Form 8-K subsequently filed by or on behalf of the master trust and the issuance trust with the SEC pursuant to Sections 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934 before the termination of the offering of the Class 201[·]-[·][·] notes, but not any information that we may furnish but that is not deemed filed.

178

You may request a copy of these SEC filings, at no cost, by writing or telephoning the issuance trust at the following address:

Citibank Credit Card Issuance Trust

c/o Citibank, N.A., as managing beneficiary

701 East 60th Street, North

Mail Code 1251

Sioux Falls, South Dakota 57117

Telephone: (605) 331-1567

We maintain a website, www.citibankcreditcardmastertrust.com, on which we make available the annual reports on Form 10-K, monthly distribution reports on Form 10-D and any current reports on Form 8-K filed by the issuance trust with the SEC.

You should rely only on the information in this prospectus. We have not authorized anyone to provide you with any other information.

179

GLOSSARY OF DEFINED TERMS

“Adjusted Outstanding Dollar Principal Amount” means at any time with respect to a subclass of notes, the outstanding dollar principal amount of all outstanding notes for such subclass at such time, less any funds then on deposit with respect to principal in any issuance trust trust account or the related subaccount, as applicable to such subclass of notes.

“applicable investment category” means with respect to any investment for a trust account relating to a subclass of class A notes, class B notes or class C notes, the following ratings:

	Standard & Poor’s	Moody’s	Fitch
Class A Notes	A-1+ or AAA	P-1 or Aaa	F-1+ or AAA
Class B Notes	A or higher	A2 or higher	A or higher
Class C Notes	BBB or higher	Baa2 or higher	BBB or higher

Notwithstanding the foregoing, if funds on deposit in a trust account are for the benefit of more than one class of notes, the rating required for any investment of those funds is the rating applicable to the most senior class.

“Asset Review Quorum” means, in connection with the solicitation of votes to authorize an asset review as described under “New Requirements for SEC Shelf Registration—Asset Representations Review—Voting Trigger,” certificateholders evidencing at least 5% of the aggregate unpaid principal amount of investor certificates outstanding.

“CBNA” means Citibank, N.A.

“Delinquency Trigger Rate” means, initially, [     ]%, which percentage will be reviewed and may be adjusted upon the occurrence of any of the following events:

• the filing of any registration statement with the SEC relating to any notes or investor certificates to be offered and sold from time to time by Citibank, on behalf of the issuance trust or the master trust; and

• a change in law or regulation (including any new or revised interpretation of an existing law or regulation) that, in Citibank’s judgment, could reasonably be expected to have a material effect on the delinquency rate for cardholder payments on the credit card accounts comprising the master trust portfolio or the manner by which delinquencies are defined or determined;

provided, however, that, for so long as a delinquency trigger has occurred and is continuing, a review of the delinquency trigger rate that would otherwise be required as specified above will be delayed until the date on which the issuance trust first reports in its distribution report on Form 10-D that the delinquency trigger is no longer continuing.

“Eligible Investments” means:

• obligations of, or fully guaranteed by, the United States of America;

180

• demand deposits, time deposits or certificates of deposit of—or notes or bankers’ acceptances issued by—depository institutions or trust companies incorporated under the laws of the United States of America or any state thereof (or domestic branches of foreign banks) and subject to supervision and examination by federal or state banking or depository institution authorities; provided that at the time of the investment or contractual commitment to invest therein, the short-term debt rating of such depository institution or trust company is in the applicable investment category of each rating agency;

• commercial paper having, at the time of the investment or contractual commitment to invest therein, a rating from each rating agency in its applicable investment category;

• investments in money market funds rated in the applicable investment category by each rating agency or otherwise approved in writing by each rating agency;

• demand deposits, time deposits and certificates of deposit which are fully insured by the FDIC;

• time deposits, other than as referred to in the bullet immediately above, with an entity the commercial paper of which has a credit rating from each rating agency in its applicable investment category or notes which are payable on demand issued by Citigroup Inc. or its affiliates; provided that such notes constitute Eligible Investments only for so long as the commercial paper of Citigroup Inc. or such affiliate, as the case may be, has a credit rating from each rating agency in its applicable investment category; or

• any other investments approved in writing by each rating agency.

“Excess Finance Charge Collections” means finance charge collections that are allocated to the collateral certificate, and are not needed in the month of allocation to pay the master trust servicer’s fees and expenses, to reimburse charge-offs of principal receivables in the master trust that are allocated to the collateral certificate, to pay the indenture trustee’s fees and expenses, or to pay interest on notes.

“Invested Amount” of any investor certificate issued by the master trust, including the collateral certificate, is the fluctuating amount representing the investment of investors, other than Citibank, in the pool of credit card principal receivables in the master trust. The Invested Amount of the collateral certificate is equal to:

• the aggregate outstanding dollar principal amount of the notes;

• minus the amount of charge-offs of principal receivables in the master trust allocated to the collateral certificate;

• minus the amount of reallocations of principal collections on the collateral certificate that are applied to pay interest on the notes;

• plus the amount of Excess Finance Charge Collections that are allocated to the collateral certificate to reimburse earlier charge-offs of principal receivables and to reimburse reductions of the Invested Amount from reallocations of principal collections to pay interest on senior classes of notes; and

181

• minus the aggregate amount on deposit in the principal funding account for the outstanding notes.

The Invested Amount of the collateral certificate will be increased by:

• the initial outstanding dollar principal amount of new issuances of notes; and

• reimbursement of earlier reductions from Excess Finance Charge Collections.

The Invested Amount of the collateral certificate will be reduced by:

• payments of principal collections to the issuance trust, including both principal collections that are allocated to pay principal of the notes and those reallocated to pay interest on the notes;

• charge-offs of principal receivables in the master trust that are allocated to the collateral certificate; and

• the nominal liquidation amount of any cancelled notes.

The Invested Amount of the collateral certificate will always be equal to the sum of the nominal liquidation amounts for all series and classes of notes.

“Monthly Interest Date” means with respect to any class or subclass of notes:

• for any month in which a scheduled interest payment date occurs, the corresponding interest payment date, and

• for any month in which no scheduled interest payment date occurs, the date in that month corresponding numerically to the next scheduled interest payment date for that class or subclass of notes; but

— if there is no numerically corresponding day in that month, then the Monthly Interest Date will be the last business day of the month, and

— if the numerically corresponding day is not a business day with respect to that class or subclass, the Monthly Interest Date will be the next following business day, unless that business day would fall in the following month, in which case the Monthly Interest Date will be the last business day of the earlier month.

“Monthly Principal Date” means with respect to any class or subclass of notes:

• for the month in which the expected principal payment date occurs, the expected principal payment date, or if that day is not a business day, the next following business day, and

• for any month in which no expected principal payment date occurs, the date in that month corresponding numerically to the expected principal payment date for that class or subclass of notes; but

— if there is no numerically corresponding day in that month, then the Monthly Principal Date will be the last business day of the month, and

182

— if the numerically corresponding day is not a business day with respect to that class or subclass, the Monthly Principal Date will be the next following business day, unless that business day would fall in the following month, in which case the Monthly Principal Date will be the last business day of the earlier month.

“non-Performing” with respect to a derivative agreement, means not Performing.

“Performing” means, with respect to any derivative agreement, that no payment default or repudiation by the derivative counterparty has occurred, and the derivative agreement has not been terminated.

“PFA Negative Carry Event” means, with respect to any subclass of notes that has funds on deposit in its principal funding subaccount on the last day of any month, other than any proceeds of the sale of receivables as described under “Deposit and Application of Funds—Sale of Credit Card Receivables,” the amount of the designated seller’s interest described under “Deposit and Application of Funds—Deposit of Principal Funding Subaccount Earnings in Interest Funding Subaccounts; Principal Funding Subaccount Earnings Shortfall” is less than the aggregate amount of those principal funding subaccount deposits.

“Portfolio Yield” of the master trust receivables means, for any month, the annualized percentage equivalent of a fraction:

• the numerator of which is the amount of collections of finance charge receivables during the immediately preceding month calculated on a cash basis after subtracting the amount of principal receivables that were charged off as uncollectible in that month (net of recoveries) and the amount of interchange allocated to the servicer in that month; and

• the denominator of which is the total amount of principal receivables as of the last day of the immediately preceding month.

“Required Surplus Finance Charge Amount” means, for any month, an amount equal to one twelfth of

• the Invested Amount of the collateral certificate as of the last day of the preceding month, times

• a decimal number, which will initially equal zero but may be changed by the issuance trust provided that, if the number is to be increased, the issuance trust reasonably believes that the change will not

— adversely affect the amount of funds available for distribution to noteholders or the timing of the distribution of those funds,

— result in an early redemption event or event of default or

— adversely affect the security interest of the indenture trustee in the collateral securing the outstanding notes.

183

“Surplus Finance Charge Collections” means, for any month, the amount of finance charge collections allocated to the collateral certificate by the master trust for that month, minus:

• the master trust servicer’s fees and expenses for that month;

• the indenture trustee’s fees and expenses for that month;

• the aggregate amount of targeted deposits to be made to the interest funding account that month; and

• the amount of charge-offs of principal receivables in the master trust allocated to the collateral certificate by the master trust for that month.

Solely for purposes of calculating Surplus Finance Charge Collections for funding the Class C reserve account, the targeted deposit to be made to the interest funding account for a class of notes that has the benefit of a Performing derivative agreement will be deemed to be the greater of the amount payable by the issuance trust under that derivative agreement or the amount that would be payable by the issuance trust if the derivative agreement were non-Performing.

“Three-Month Average 60+-Day Delinquency Rate” means the average for any three consecutive calendar months of the delinquency rates for receivables in the master trust portfolio that are 60 or more days delinquent, measured as of the end of the related monthly periods.

“Threshold Conditions” means:

• A rating by at least one rating agency of “AAA” for long-term Class A notes or at least “A-1+/P-1” for commercial paper Class A notes, at least “A” for Class B notes, and at least “BBB” for Class C notes, at the time of original issuance of the note.

• The note to be issued does not have a yield (based on its initial yield in the case of a floating rate note) in excess of the yield of United States Treasury obligations for a comparable maturity plus 500 basis points.

• The initial dollar principal amount of the class of notes to be issued is less than $500 million for Class A notes, $250 million for Class B notes, or $250 million for Class C notes.

• The expected principal payment date of the note to be issued is no more than ten years after the issuance date for Class B and Class C notes, or twelve years after the issuance date for Class A notes.

• The note to be issued has a single expected principal payment date on which all principal of that note is expected to be paid.

• The legal maturity date of the note to be issued is no more than two years after its expected principal payment date.

• Unless the expected principal payment date of the note to be issued is within one year of the issuance date, all interest on the note will be payable at least annually.

184

• If interest on the note to be issued is not at a single fixed rate, it is a floating rate, reset at least annually, equal to (i) 100% of a single market-based interest index such as LIBOR, the federal funds rate, or the prime rate, (ii) plus or minus a single fixed spread, if desired, and (iii) subject to a single fixed cap and/or single fixed floor, if desired. Interest for the first period may be set at a rate approximating the rate that would be set by the formula.

• No principal or interest payments on the note to be issued are subject to any contingencies other than, in the case of payment of principal, availability of funds and subordination.

• The issue price of the note to be issued is at least 90% of the principal amount, and no more than 102% of the principal amount.

• In the case of a note which has the benefit of a derivative agreement, provisions for payments after a derivative agreement default are as described in this prospectus.

• At time of the issuance of the note, as to then-outstanding notes or master trust investor certificates, (i) there are no outstanding rating downgrades of notes or master trust investor certificates, and no notes or master trust investor certificates are on credit watch with negative implications by a rating agency that rates the outstanding notes or master trust investor certificates, (ii) no series or class of notes or master trust investor certificates is in early amortization or early redemption or default, or will become so solely by the passage of time, (iii) no unreimbursed draws have been made on any reserve account or cash collateral account for any note or master trust investor certificate, and (iv) the issuance trust and the master trust are not in default in payments owed to any third-party enhancer or derivative counterparty. However, clauses (i), (ii) and (iii) will not apply if (a) the event described therein is due solely to the credit of a third-party enhancer or derivative counterparty and/or the failure of that enhancer or counterparty to make payments owed by it to the issuance trust or the master trust, and (b) that derivative counterparty or third-party enhancer does not provide a derivative agreement or third-party enhancement with respect to the new issuance of notes.

• The note to be issued has no material terms not described in this prospectus, and its subordination features, acceleration provisions and remedies are as described in this prospectus.

• The note meets any other conditions that may be added from time to time by a rating agency then rating the notes.

Any of the foregoing conditions may be eliminated or relaxed with the consent of the rating agencies then rating the notes.

“trust monthly reporting period” means, with respect to a particular month, the period beginning on the third to last business day of the prior month through and including the fourth to last business day of that month.

185

ANNEX I

This annex forms an integral part of the prospectus.

THE MASTER TRUST RECEIVABLES AND ACCOUNTS

The following information relates to the credit card receivables owned by Citibank Credit Card Master Trust I and the related credit card accounts.

Reporting System Enhancements

As disclosed in the issuance trust’s quarterly Form 8-K for the second quarter of 2013, filed with the SEC on July 26, 2013 (the “2Q 2013 Form 8-K”), starting with the trust monthly reporting period beginning on April 26, 2013 and ended May 28, 2013, system enhancements have provided management with improved financial reporting for the issuance trust, the master trust’s assets and the collateral certificate.

Implementation of the system enhancements was fully completed during July 2013. As a result, the characterization and recordation of certain cardholder payments, fees, adjustments, returns and reversals (collectively “payments”) were improved for financial reporting purposes for all periods beginning after June 25, 2013. The improved characterization and recording of these payments resulted in a marginal decrease in the reported finance charge payments, interchange and recoveries, and a marginal increase in the reported net credit losses, as compared with the financial reporting if these system enhancements had not been implemented. As a result, Gross Charge-Offs, Recoveries, Finance Charges and Fees Paid, and Revenue Yield as a percentage of total Principal Receivables will each be marginally lower, and Net Losses and Net Losses as a percentage of Gross Charge-Offs will each be marginally higher, for all periods beginning after June 25, 2013, as compared with the information that would have been reported for such items in this Form 8-K reporting period and future reporting periods if the system enhancements had not been implemented.

Financial reporting for all periods beginning after June 25, 2013 is not fully comparable to financial reporting for prior periods. Further, system limitations prevent management from producing data that would have been reported in past periods had the system enhancements been implemented prior to June 25, 2013, other than certain estimates shown in the 2Q 2013 Form 8-K, and also prevent the production of data that would have been reported in this and future periods had the system enhancements not been implemented. Therefore, the variances in the financial reporting for this Annex I and future Form 8-K reporting periods between the reported data and the data that would have been reported had the system enhancements not been implemented will not be available.

Only the financial reporting was impacted by these changes. The master trust’s assets and the servicing of those assets were not impacted. Other than those items discussed above or as previously disclosed, no additional significant impacts to the information reported in this Annex I have been identified as a result of the system enhancements, and management does not currently expect any additional significant impacts to the information reported in this Annex I in the future.

AI-1

Refer to the 2Q 2013 Form 8-K for additional information regarding the system enhancements. In addition, the issuance trust’s Form 10-D’s filed with the SEC on July 15, 2013 and August 15, 2013 described certain impacts to the financial reporting on Form 10-D also as a result of the system enhancements.

Loss and Delinquency Experience

The following table sets forth the loss experience for cardholder payments on the credit card accounts for each of the periods shown on a cash basis. The Net Loss percentage calculated for each period below is obtained by dividing Net Losses by the Average Principal Receivables Outstanding multiplied by a fraction, the numerator of which is the total number of days in the applicable calendar year and the denominator of which is the total number of days in the trust monthly reporting periods for the applicable period (365/[            ] for the [    ] months ended [                    ], 20[    ], 365/[            ] for the year ended December [    ], 20[    ], 366/[            ] for the year ended December [    ], 20[    ] and 365/ for the year ended December [    ], 20[    ]).

If accrued finance charge receivables that have been written off were included in losses, Net Losses would be higher as an absolute number and as a percentage of the average of principal and finance charge receivables outstanding during the periods indicated. Average Principal Receivables Outstanding is the average of principal receivables outstanding during the periods indicated. There can be no assurance that the loss experience for the receivables in the future will be similar to the historical experience set forth below. There could be future increases in net losses, and such increases could be significant.

Loss Experience for the Accounts

(Dollars in Thousands)

[    ] Months Ended [    ] [    ], 20[    ]

Year Ended

December [    ], 20[    ]

December [    ], 20[    ]

December [    ], 20[    ]

Average Principal Receivables Outstanding

$

$

$

$

Gross Charge-Offs

—

—

—

—

Recoveries

—

—

—

—

Net Losses

—

—

—

—

Net Losses as a Percentage of Average Principal Receivables Outstanding

%

%

%

%

Net losses as a percentage of gross charge-offs for the [            ] months ended [            ], 20[    ] were [    ]% and for each of the years ended December [    ], 20[    ], December [    ], 20[            ] and December [    ], 20[    ] were [    ]%, [    ]% and [    ]%, respectively. Gross charge-offs are charge-offs before recoveries and do not include the amount of any reductions in Average Principal Receivables Outstanding due to fraud, returned goods, customer disputes or various other miscellaneous write-offs. During the [            ] trust monthly reporting periods from [        ] through [        ], such reductions ranged from [    ]% to [    ]% of the outstanding principal receivables as of the end of the related trust monthly reporting period. The reduction

AI-2

of receivables in this manner reduces only the seller’s interest in the master trust. Recoveries are collections received in respect of principal receivables previously charged off as uncollectible. Net losses are gross charge-offs minus recoveries.

The following table sets forth the delinquency experience for cardholder payments on the credit card accounts as of each of the dates shown. The Delinquent Amount includes both principal receivables and finance charge receivables. Each percentage is the result of dividing the corresponding delinquent amount as of the end of the period indicated by the sum of the average principal receivables and average finance receivables outstanding during the three months ended [    ], 20[    ] and the years ended December [    ], 20[    ], December [    ], 20[    ], and December [    ], 20[    ]. There can be no assurance that the delinquency experience for the receivables in the future will be similar to the historical experience set forth below. There could be future increases in delinquencies, and such increases could be significant.

Delinquency Experience for the Accounts

(Dollars in Thousands)

As of [        ], 2014

As of December [    ], 20[    ]

As of December [    ], 20[    ]

As of December [    ], 20[    ]

Number of Days Delinquent

Delinquent Amount

Percentage

Delinquent Amount

Percentage

Delinquent Amount

Percentage

Delinquent Amount

Percentage

Up to 29 days

$

%

$

%

$

%

$

%

30 to 59 days

60 to 89 days

90 to 119 days

120 to 149 days

150 to 180 days

Total

$

%

$

%

$

%

$

%

More recently originated, less seasoned accounts have historically experienced higher delinquencies and net losses than well-seasoned accounts. From January 2010 to August 2013, no additional accounts were designated to the master trust. Beginning in September 2013, a portion of the accounts designated to the master trust in lump additions has consisted of accounts originated in 2010 and thereafter.

[To the extent material, insert the following:] [Citibank, as servicer, may enter into arrangements to extend or otherwise change payment schedules for cardholders who are experiencing financial hardship. This includes reducing interest rates, ceasing the accrual of interest entirely or making other accommodations to a cardholder. The following table presents the number of accounts and the receivables outstanding of portfolios designated to the master trust subject to such arrangements as of the dates noted, and as percentages of the total number of accounts and total outstanding receivables in the master trust as of [        ], 20[    ]:]

[To the extent material, insert the following:] [In cases where a cardholder has overcome temporary financial hardship, but has shown the ability and a willingness to resume regular

AI-3

payments, Citibank may return the cardholder’s account to current status—or “re-age” the account—even if the cardholder cannot pay the entire overdue amount. The re-aging of accounts has the effect of lowering reported delinquencies. Re-aging practices are governed by Federal Financial Institutions Examination Council guidelines. To be eligible for re-aging, the account must have been originated at least nine months earlier and the cardholder must have made the equivalent of three minimum monthly payments in the last 90 days. No account may be re-aged more than once in the last year or more than two times in the last five-year period. During the three months ended [            ], 20[    ], accounts, which represent approximately % of the average number of accounts designated to the master trust during such period, were re-aged. At the time of such re-aging, these accounts had an aggregate receivables balance of $        , which represents approximately     % of the average outstanding receivables in the master trust during such three-month period.]

Revenue Experience

The revenues for the credit card accounts from finance charges, fees paid by cardholders and interchange for the [    ] months ended [        ], 20[    ] and for each of the years ended December [        ], 20[    ], December [    ], 20[    ] and December [    ], 20[    ] are set forth in the following table.

The revenue experience in this table is presented on a cash basis before deduction for charge-offs. Average Revenue Yield calculated for each period below is obtained by dividing Finance Charges and Fees Paid by Average Principal Receivables Outstanding multiplied by a fraction, the numerator of which is the total number of days in the applicable calendar year and the denominator of which is the total number of days in the trust monthly reporting periods for the applicable period (365/[            ]for the [    ]months ended [        ], [    ], 365/[            ] for the year ended December [    ], 20[    ], 366/[            ]for the year ended December [    ], 20[    ] and 365/[            ] for the year ended December [    ], 20[    ]).

Revenues from finance charges, fees and interchange will be affected by numerous factors, including the periodic finance charge on the credit card receivables, the amount of any annual membership fee, other fees paid by cardholders, the amount, if any, of principal receivables that is discounted and treated as finance charge receivables, the percentage of cardholders who pay off their balances in full each month and do not incur periodic finance charges on purchases, the percentage of credit card accounts bearing finance charges at promotional rates and changes in the level of delinquencies on the receivables.

Revenue Experience for the Accounts

(Dollars in Thousands)

	[    ] Months Ended [        ], 20[    ]		Year Ended
			December [    ], 20[    ]		December [    ], 20[    ]		December [    ], 20[    ]
Finance Charges and Fees Paid	$		$		$		$
Average Revenue Yield		%		%		%		%

AI-4

The revenues from periodic finance charges and fees—other than annual fees—depend in part upon the collective preference of cardholders to use their credit cards as revolving debt instruments for purchases and cash advances and to pay account balances over several months—as opposed to convenience use, where cardholders pay off their entire balance each month, thereby avoiding periodic finance charges on their purchases—and upon other card-related services for which the cardholder pays a fee. Revenues from periodic finance charges and fees also depend on the types of charges and fees assessed on the credit card accounts. Accordingly, revenues will be affected by future changes in the types of charges and fees assessed on the accounts and in the types of additional accounts added from time to time. These revenues could be adversely affected by future changes in fees and charges assessed on the accounts and other factors.

From March 2009 to March 2011, a 1% discount percentage was applied to the principal receivables in the credit card accounts designated to the master trust. The impact of this discounting—by recharacterizing 1% of principal collections as finance charge collections—was to increase the reported revenue yield on the accounts by an amount ranging from 1.97% to 2.39%, with an average increase of 2.17%, during the 25 trust monthly reporting periods that discounting was in effect. This discounting was discontinued in accordance with the operative documents in April 2011 because the 3-month average excess spread was above 7% for each of the three preceding trust monthly reporting periods.

Cardholder Monthly Payment Rates

The following table sets forth the highest and lowest cardholder monthly payment rates for the credit card accounts during any month in the periods shown and the average of the cardholder monthly payment rates for all months during the periods shown, in each case calculated as a percentage of the total beginning account balances for that month.

Monthly payment rates on the credit card receivables may vary because, among other things, a cardholder may fail to make a required payment, or may only make the minimum required payment or may pay the entire outstanding balance. Monthly payment rates on the receivables may also vary due to seasonal purchasing and payment habits of cardholders. Monthly payment rates include amounts that are treated as payments of principal receivables and finance charge receivables with respect to the accounts under the pooling and servicing agreement. In addition, the amount of outstanding receivables and the rates of payments, delinquencies, charge-offs and new borrowings on the accounts depend on a variety of factors including seasonal variations, the availability of other sources of credit, general economic conditions, tax laws, consumer spending and borrowing patterns and the terms of the accounts, which may change. Cardholder monthly payment rates are calculated on the balances of those cardholder accounts that have an amount due. Cardholder accounts with a zero balance or a credit balance are excluded from these calculations.

As of the most recent related billing date prior to [        ], [    ]% of the accounts had a credit balance or otherwise had no payment due, [    ]% of the cardholders paid their entire outstanding balance, [    ]% of the cardholders made only the minimum payment due, [    ]%

AI-5

of the cardholders paid an amount less than the minimum due (including no payment) and the remaining [    ]% of the cardholders paid an amount greater than the minimum due, but less than the entire outstanding balance.

Cardholder Monthly Payment Rates for the Accounts

	[    ] Months Ended [     ] 20[    ]		Year Ended
			December [    ] 20[    ]		December [    ] 20[    ]		December [    ] 20[    ]
Lowest Month		%		%		%		%
Highest Month		%		%		%		%
Average of the Months in the Period		%		%		%		%

Interchange

Credit card issuing banks participating in the MasterCard International, VISA and American Express systems receive interchange or similar fee income—referred to in this prospectus as “interchange”—as compensation for performing issuer functions, including taking credit risk, absorbing certain fraud losses and funding receivables for a limited period before initial billing. Acquiring banks and issuing banks are free to reach separately negotiated agreements governing compensation, whether generally or with respect to a particular merchant client of the acquiring bank. To promote efficiency, however, each network sets a schedule establishing default interchange rates, which may change from time to time. Interchange generally ranges from approximately 1% to 2% of the transaction amount, but may be higher for some card products or transactions. Citibank is required to transfer to the master trust interchange attributed to cardholder charges for merchandise and services in the accounts. In general, interchange is allocated to the master trust on the basis of the ratio that the amount of cardholder charges for merchandise and services in the accounts bears to the total amount of cardholder charges for merchandise and services in the portfolio of credit card accounts maintained by Citibank.

The Credit Card Receivables

The receivables in the credit card accounts designated to the master trust as of [        ], 20[    ] included $[        ] of finance charge receivables and $[        ] of principal receivables—which amounts include overdue finance charge receivables and overdue principal receivables. As of [        ], 20[    ] there were [        ] accounts. For financial reporting purposes, included within the accounts are inactive, zero balance accounts other than those categorized as converted or lost or stolen accounts. The accounts had an average principal receivable balance of $[        ] and an average credit limit of $[        ]. The average principal receivable balance in the accounts as a percentage of the average credit limit with respect to the accounts was approximately [    ]%. Approximately [    ]% of the accounts were opened before [        ], 20[    ].

AI-6

As of [        ], 20[    ], [    ]% of the credit card receivables in the master trust represented obligations of cardholders with billing addresses in the United States. Of the accounts, as of [        ], 20[    ], the following percentages related to cardholders with billing addresses in the following states:

	Percentage of Total Number of  Accounts		Percentage of Total Outstanding  Receivables
California		%		%
New York		%		%
Texas		%		%
Florida		%		%
Illinois		%		%

Since the largest number of cardholders’ billing addresses were in California, New York, Texas, Florida and Illinois, adverse changes in the business or economic conditions in these states could have an adverse effect on the performance of the receivables. No other state represents more than 5% of the number of accounts or outstanding receivables.

As of [        ], 20[    ], [    ]% of the credit card receivables in the master trust related to small business revolving credit card accounts originated by Citibank. The receivables in the [    ] small business credit card accounts designated to the master trust as of [        ], 20[    ] included $[        ] of finance charge receivables and $[        ] of principal receivables—which amounts include overdue finance charge receivables and overdue principal receivables.

Citibank issues its small business credit cards to small businesses who agree to use the cards for business purposes. With respect to substantially all accounts, both the business and an authorized officer are jointly and severally liable for all charges and balances on the account. The small business credit card accounts generally have higher receivables balances, credit limits and monthly payment rates than the other accounts designated to the master trust, taken as a whole. In addition, interchange generated on the receivables in these accounts is generally higher than the interchange generated on the receivables in the other accounts designated to the master trust.

As of [        ], 20[    ], the small business credit card accounts designated to the master trust had an average principal receivable balance of $[        ] and an average credit limit of $[        ]. The average principal receivable balance in the accounts as a percentage of the average credit limit with respect to the accounts was approximately [    ]%. Approximately [    ]% of the accounts were opened before [        ], 20[    ]. Of the accounts, as of [        ], 20[    ], [    ]% of the receivables related to obligors with billing addresses in California and [    ]% in Texas. No other state represents more than 10% of the outstanding receivables. As of [        ], 20[    ], [    ]% of the receivables in the accounts related to obligors whose FICO score is greater than 660, and [    ]% of the receivables had a “current” payment status as of the most recent related billing date.

As of the most recent related billing date prior to [        ], 20[    ], [    ]% of the small business credit card accounts had a credit balance or otherwise had no payment due, [    ]% of the obligors paid their entire outstanding balance, [    ]% of the obligors made only the

AI-7

minimum payment due, [    ]% of the obligors paid an amount less than the minimum due (including no payment) and the remaining [    ]% of the obligors paid an amount greater than the minimum due, but less than the entire outstanding balance.

As of [        ], approximately [    ]% of the credit card receivables in the master trust are related to credit cards issued under the Citibank/American Airlines AAdvantage co-brand program (the “Citibank AAdvantage co-brand program”). Cardholders in the Citibank AAdvantage co-brand program receive benefits for the amounts charged on their Citibank AAdvantage cards, including frequent flyer miles in American Airlines’ frequent flyer program. Conditions that adversely affect the airline industry or American Airlines could adversely affect the usage and payment patterns of the Citibank AAdvantage cards.

In addition, any future termination of the Citibank AAdvantage co-brand program and exercise of a purchase option resulting in a removal of the Citibank AAdvantage receivables from the master trust could have an adverse effect on the payment rates and, to a lesser extent, excess spread reported by the master trust. The tables below present the lowest, highest and average cardholder monthly payment rates for the Citibank AAdvantage accounts in the master trust and the non-Citibank AAdvantage accounts in the master trust (i.e. all accounts in the master trust other than the Citibank AAdvantage accounts) for the periods shown.

Cardholder Monthly Payment Rates for the AAdvantage Accounts

			Year Ended
	[    ] Months Ended [    ] 20[     ]		December [    ] 20[    ]		December [    ] 20[    ]		December [    ] 20[    ]
Lowest Month		%		%		%		%
Highest Month		%		%		%		%
Average of the Months in the Period		%		%		%		%

Cardholder Monthly Payment Rates for the Non-AAdvantage Accounts

			Year Ended
	[    ] Months Ended [    ] 20[     ]		December [    ] 20[    ]		December [    ] 20[    ]		December [    ] 20[    ]
Lowest Month		%		%		%		%
Highest Month		%		%		%		%
Average of the Months in the Period		%		%		%		%

The credit card accounts include receivables which, in accordance with the servicer’s normal servicing policies, were charged-off as uncollectible. However, for purposes of calculation of the amount of principal receivables and finance charge receivables in the master trust for any date, the balance of the charged-off receivables is zero and the master trust owns only the right to receive recoveries on these receivables.

The following tables summarize the credit card accounts designated to the master trust as of [        ], 20[    ] by various criteria. References to “Receivables Outstanding” in these tables include both finance charge receivables and principal receivables. Because the composition of the accounts will change in the future, these tables are not necessarily indicative of the future composition of the accounts.

AI-8

Credit balances presented in the following table are a result of cardholder payments and credit adjustments applied in excess of a credit card account’s unpaid balance. Accounts which have a credit balance are included because receivables may be generated in these accounts in the future. Credit card accounts which have no balance are included because receivables may be generated in these accounts in the future.

Composition of Accounts by Account Balance

Account Balance	Number of Accounts	Percentage of the Total Number of Accounts		Receivables Outstanding	Percentage of the Total Receivables Outstanding
Credit Balance			%			%
No Balance
Less than or equal to $500.00
$500.01 to $1,000.00
$1,000.01 to $2,000.00
$2,000.01 to $3,000.00
$3,000.01 to $4,000.00
$4,000.01 to $5,000.00
$5,000.01 to $6,000.00
$6,000.01 to $7,000.00
$7,000.01 to $8,000.00
$8,000.01 to $9,000.00
$9,000.01 to $10,000.00
$10,000.01 to $15,000.00
$15,000.01 to $20,000.00
Over $20,000.00
Total			%	$		%

Composition of Accounts by Credit Limit

Credit Limit	Number  of Accounts	Percentage of the Total Number  of Accounts		Receivables Outstanding	Percentage of the Total Receivables Outstanding
Less than or equal to $500.00			%	$		%
$500.01 to $1,000.00
$1,000.01 to $2,000.00
$2,000.01 to $3,000.00
$3,000.01 to $4,000.00
$4,000.01 to $5,000.00
$5,000.01 to $6,000.00
$6,000.01 to $7,000.00
$7,000.01 to $8,000.00
$8,000.01 to $9,000.00
$9,000.01 to $10,000.00
$10,000.01 to $15,000.00
$15,000.01 to $20,000.00
Over $20,000.00
Total			%	$		%

AI-9

Accounts presented in the table below as “Current” include accounts on which the minimum payment has not been received before the next billing date following the issuance of the related bill.

Composition of Accounts by Payment Status

Payment Status	Number  of Accounts	Percentage of the Total Number of Accounts		Receivables Outstanding	Percentage of the Total Receivables Outstanding
Current			%	$		%
Up to 29 days delinquent
30 to 59 days delinquent
60 to 89 days delinquent
90 to 119 days delinquent
120 to 149 days delinquent
150 to 180 days delinquent
Total			%	$		%

Composition of Accounts by Age

Age	Number  of Accounts	Percentage of the Total Number of Accounts		Receivables Outstanding	Percentage of the Total Receivables Outstanding
Less than or equal to 6 months			%	$		%
Over 6 months to 12 months
Over 12 months to 24 months
Over 24 months to 36 months
Over 36 months to 48 months
Over 48 months to 60 months
Over 60 months
Total			%	$		%

The following table sets forth the composition of accounts by FICO^®* score as of [        ]. A FICO score is a measurement determined by Fair, Isaac & Company using information collected by major credit bureaus to assess credit risk. A credit report is generally obtained from one or more credit bureaus for each application for a new account. Once a customer has been issued a card, Citibank refreshes the FICO score on most accounts on a monthly basis. Citibank generally does not refresh the FICO scores of closed accounts that have no balance and certain other categories of accounts. A FICO score of zero indicates that the FICO score of an account has not been refreshed for one of these reasons or that the customer did not have enough credit history for a FICO score to be calculated.

As of [            ], [    ]% of the receivables in the master trust related to obligors whose FICO score is greater than 660.

AI-10

Composition of Accounts by FICO Score

FICO Score	Number  of Accounts	Percentage of the Total Number of Accounts		Receivables Outstanding	Percentage of the Total Receivables Outstanding
0			%	$		%
001 to 599
600 to 639
640 to 660
661 to 679
680 to 699
700 to 719
720 to 739
740 to 759
760 to 800
801 and above
Total			%	$		%

* FICO^® is a registered trademark of Fair, Isaac & Company.

Billing and Payments

The credit card accounts have different billing and payment structures, including different periodic finance charges and fees. The following information reflects the current billing and payment characteristics of the accounts.

In general, each month billing statements are sent to cardholders. To the extent a cardholder has a balance due, the cardholder must make a minimum payment equal to the sum of any amount which is past due plus any amount which is in excess of the credit limit and, for most accounts, the greatest of the following:

• the new balance on the billing statement, if it is less than $25, or $25 if the new balance is at least $25;

• 1% of the new balance (rounded to the nearest dollar) plus the amount of any billed finance charges or minimum interest charge, and any billed late fee; or

• 1.5% of the new balance (rounded to the nearest dollar).

A periodic finance charge is imposed on the credit card accounts. The periodic finance charge imposed on balances for purchases and cash advances for a majority of the accounts is calculated by multiplying (1) the daily balances for each day during the billing cycle by (2) the applicable daily periodic finance charge rate, and summing the results for each day in the billing period. The daily balance is calculated by taking the previous day’s balance, adding any new purchases or cash advances and fees, adding the daily finance charge on the previous day’s balance, and subtracting any payments or credits. Cash advances are included in the daily balance from the date the advances are made. Purchases are included in the daily balance generally from the date of purchase. Periodic finance charges are not imposed in most circumstances on purchase amounts if all balances shown in the previous billing statement are paid in full by the due date indicated on the statement.

AI-11

As of the date of this prospectus:

• for most credit card accounts, the periodic finance charge imposed on balances for purchases is variable. The variable annual periodic rate or APR is commonly the Prime Rate, as published in The Wall Street Journal, plus a percentage generally ranging from approximately 5.99% to 23.74%;

• a small portion of the credit card accounts have a fixed periodic finance charge imposed on purchase balances. The fixed APR generally ranges from approximately 7.99% to 26.99%;

• the periodic finance charge imposed on balances in most credit card accounts for cash advances is variable. The applicable variable APR is commonly the Prime Rate, plus a percentage generally ranging from approximately 13.24% to 23.74%;

• a rate other than the Prime Rate may be used to calculate a variable APR, the applicable variable or fixed APR may be lower than described above for some credit card accounts, and the maximum fixed or variable APR is 29.99%; and

• if a cardholder fails to make a payment by the due date under their credit card agreement, the periodic finance charge assessed on new transactions can be increased up to the sum of the Prime Rate and 26.74% (up to a maximum of 29.99%), with 45 days advance notice.

Promotional rates are offered from time to time to attract new cardholders and to promote balance transfers from other credit card issuers and the periodic finance charge on a limited number of accounts may be greater or less than those generally assessed on the accounts.

Most of the accounts are subject to additional fees, including:

• a late fee if the cardholder does not make the required minimum payment by the payment date shown on the monthly billing statement. The late fee is up to $27 (or up to $37 if a late fee was assessed on the account during the previous six billing cycles); provided that the late fee will not be greater than the associated required minimum payment;

• a cash advance fee which is generally equal to 5.0% of the amount of the cash advance, subject to a minimum fee of $10;

• a balance transfer fee of 3.0% of the amount transferred to the account, subject to a minimum fee of $5, unless otherwise disclosed in a particular offer;

• a fee on purchases made outside the United States in a foreign currency generally equal to 3.0% of the amount of the purchase, after its conversion into U.S. dollars; and

• a returned payment fee of $27 (or up to $37 if a returned payment fee was assessed on the account during the previous six billing cycles); provided that the returned

AI-12

payment fee will not be greater than the required minimum payment associated with the returned payment.

There can be no assurance that periodic finance charges, fees and other charges will remain at current levels in the future.

Payments by cardholders on the accounts are processed and applied first to all minimum amounts due. Payments in excess of the minimum amount due generally are applied to balances associated with higher periodic rates before balances associated with lower periodic rates.

Recent Lump Additions and Removals

Citibank may from time to time transfer credit card receivables to the master trust in lump additions by designating additional accounts to the master trust. The table below presents the date, amount and percentage of the master trust portfolio of those lump additions made since January 20[    ] (calculated based on the principal amount of the lump addition and the balance of principal receivables in the master trust as of the end of its monthly reporting period immediately preceding the specified lump addition date).

Lump Additions of Receivables Since January 20[    ]

Lump Addition Date	Amount of Finance Charge Receivables	Amount of Principal Receivables	Total Receivables	Percentage of  Outstanding Principal Receivables
	$	$	$		%
	$	$	$		%
	$	$	$		%
	$	$	$		%

[The information in this Annex I relating to the master trust receivables and accounts does not reflect the lump addition of receivables made on [        ]. Citibank believes these additional accounts and the related receivables are substantially similar to the accounts designated to the master trust and their related receivables described in this Annex I. Therefore, Citibank believes the lump addition did not have a material adverse impact on the financial performance of the master trust.]

Citibank may from time to time remove credit card receivables from the master trust in lump removals, including substantial lump removals of credit card receivables in excess of the required seller’s interest (as determined by the pooling and servicing agreement and the rating agencies). The table below presents the date, amount and percentage of the master trust portfolio of those lump removals made since January 20[        ] (calculated based on the principal amount of the lump removal and the balance of principal receivables in the master trust as of the end of its monthly reporting period immediately preceding the specified lump removal date).

AI-13

Lump Removals of Receivables Since January 20[    ]

Lump Removal Date	Amount of Finance Charge Receivables	Amount of Principal Receivables	Total Receivables	Percentage of  Outstanding Principal Receivables
	$	$	$		%
	$	$	$		%
	$	$	$		%
	$	$	$		%

In addition, Citibank from time to time removes inactive, zero balance accounts from the master trust in lump removals.

Static Pool Information

Static pool information is information relating to the master trust receivables, organized by year of origination of each related credit card account. Static pool information concerning losses, delinquencies, revenue yield and payment rate for the master trust receivables since January 20[    ] is set forth in the following tables. This information is organized by year of origination of the applicable account for each of the five most recent years, and for accounts originated more than five years ago. As of [             , 20     ], less than [    ]% of the accounts were originated within the last five years. There can be no assurance that the loss, delinquency, revenue yield and payment rate experience for the receivables in the future will be similar to the historical experience set forth below.

For purposes of the following tables, a “due period” for a particular month is the period beginning on the third to last business day of the prior month through and including the fourth to last business day of that month. The annualization factor for the percentages noted in the tables is 365 (or 366 in the case of a leap year) divided by the number of days in the due period. Thus, variation in the number of days in due periods can have a pronounced effect on the annualized percentages shown in the tables. In addition, static pool information is reported for new accounts only when those accounts are added to the master trust so no performance statistics are available for any period prior to the addition of the accounts to the master trust.

Net Losses

Net Losses reflect principal receivables balances that (1) have become 180 days delinquent or (2) are associated with bankruptcy filings, which are charged off within 30 days of notification. (Prior to a change in Citibank’s bankruptcy loss recognition practice in September 2009, balances were charged off within 10 days of notification of bankruptcy.) Net losses include principal recoveries. The net losses percentage shown in the tables below is calculated by dividing net principal charged off during the due period by the principal receivables balance as of the beginning of the due period. If there is a lump addition or lump removal of receivables during the due period, then the denominator is the weighted average principal receivables balance over the due period. The principal receivables balance shown in the table below does not include finance charges and is as of the beginning of the due period. If there is a lump addition or lump removal of receivables during the due period, then the balance shown is the weighted average principal receivables balance over the due period.

AI-14

Net Losses by Year of Account Origination

(by Monthly Due Period)

Year of Account Origination	Principal Receivables [            ] 20[    ]	[            ] 20[     ]		[            ] 20[     ]		[            ] 20[     ]
20[    ] and earlier	$		%		%		%
20[    ]
20[    ]
20[    ]
20[    ]
20[    ]
Total	$		%		%		%

Year of Account Origination

Dec 20[    ]

Nov 20[    ]

Oct 20[    ]

Sep 20[    ]

Aug 20[    ]

Jul 20[    ]

Jun 20[    ]

May 20[    ]

Apr 20[    ]

Mar 20[    ]

Feb 201[    ]

Jan 20[    ]

20[    ] and earlier

%

%

%

%

%

%

%

%

%

%

%

%

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Total

%

%

%

%

%

%

%

%

%

%

%

%

Year of Account Origination

Dec 20[    ]

Nov 20[    ]

Oct 20[    ]

Sep 20[    ]

Aug 20[    ]

Jul 20[    ]

Jun 20[    ]

May 20[    ]

Apr 20[    ]

Mar 20[    ]

Feb 201[    ]

Jan 20[    ]

20[    ] and earlier

%

%

%

%

%

%

%

%

%

%

%

%

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Total

%

%

%

%

%

%

%

%

%

%

%

%

Year of Account Origination

Dec 20[    ]

Nov 20[    ]

Oct 20[    ]

Sep 20[    ]

Aug 20[    ]

Jul 20[    ]

Jun 20[    ]

May 20[     ]

Apr 20[    ]

Mar 20[    ]

`Feb 201[    ]

Jan 20[    ]

20[    ] and earlier

%

%

%

%

%

%

%

%

%

%

%

%

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Total

%

%

%

%

%

%

%

%

%

%

%

%

Year of Account Origination

Dec 20[    ]

Nov 20[    ]

Oct 20[    ]

Sep 20[    ]

Aug 20[    ]

Jul 20[    ]

Jun 20[    ]

May 20[     ]

Apr 20[    ]

Mar 20[    ]

Feb 201[    ]

Jan 20[    ]

20[    ] and earlier

%

%

%

%

%

%

%

%

%

%

%

%

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Total

%

%

%

%

%

%

%

%

%

%

%

%

AI-15

Year of Account Origination

Dec 20[    ]

Nov 20[    ]

Oct 20[    ]

Sep 20[    ]

Aug 20[    ]

Jul 20[    ]

Jun 20[    ]

May 20[    ]

Apr 20[    ]

Mar 20[    ]

Feb 201[    ]

Jan 20[    ]

20[    ] and earlier

%

%

%

%

%

%

%

%

%

%

%

%

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Total

%

%

%

%

%

%

%

%

%

%

%

%

Delinquent Receivables that are 30 Days or More Past Due

Delinquencies include both principal and finance charge receivables. The monthly delinquencies 30+ days percentage shown in the tables below is calculated by dividing total receivables 30 days and more past due by the principal and finance charge receivables as of the last full weekend of the month. The receivables outstanding balance shown in the table below includes principal and finance charges and is as of the last full weekend of the month.

Delinquencies 30+ Days by Year of Account Origination

(by Monthly Period)

Year of Account Origination	Receivables Outstanding [        ] 20[    ]	[        ] 20[    ]		[        ] 20[    ]		[        ] 20[    ]
20[    ] and earlier	$		%		%		%
20[    ]
20[    ]
20[    ]
20[    ]
20[    ]
Total	$		%		%		%

Year of Account Origination

Dec 20[    ]

Nov 20[    ]

Oct 20[    ]

Sep 20[    ]

Aug 20[    ]

Jul 20[    ]

Jun 20[    ]

May 20[    ]

Apr 20[    ]

Mar 20[    ]

Feb 201[    ]

Jan 20[    ]

20[    ] and earlier

%

%

%

%

%

%

%

%

%

%

%

%

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Total

%

%

%

%

%

%

%

%

%

%

%

%

Year of Account Origination

Dec 20[    ]

Nov 20[    ]

Oct 20[    ]

Sep 20[    ]

Aug 20[    ]

Jul 20[    ]

Jun 20[    ]

May 20[    ]

Apr 20[    ]

Mar 20[    ]

Feb 201[    ]

Jan 20[    ]

20[    ] and earlier

%

%

%

%

%

%

%

%

%

%

%

%

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Total

%

%

%

%

%

%

%

%

%

%

%

%

AI-16

Year of Account Origination

Dec 20[    ]

Nov 20[    ]

Oct 20[    ]

Sep 20[    ]

Aug 20[    ]

Jul 20[    ]

Jun 20[    ]

May 20[    ]

Apr 20[    ]

Mar 20[    ]

Feb 201[    ]

Jan 20[    ]

20[    ] and earlier

%

%

%

%

%

%

%

%

%

%

%

%

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Total

%

%

%

%

%

%

%

%

%

%

%

%

Year of Account Origination

Dec 20[    ]

Nov 20[    ]

Oct 20[    ]

Sep 20[    ]

Aug 20[    ]

Jul 20[    ]

Jun 20[    ]

May 20[    ]

Apr 20[    ]

Mar 20[    ]

Feb 201[    ]

Jan 20[    ]

20[    ] and earlier

%

%

%

%

%

%

%

%

%

%

%

%

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Total

%

%

%

%

%

%

%

%

%

%

%

%

Year of Account Origination

Dec 20[    ]

Nov 20[    ]

Oct 20[    ]

Sep 20[    ]

Aug 20[    ]

Jul 20[    ]

Jun 20[    ]

May 20[    ]

Apr 20[    ]

Mar 20[    ]

Feb 201[    ]

Jan 20[    ]

20[    ] and earlier

%

%

%

%

%

%

%

%

%

%

%

%

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Total

%

%

%

%

%

%

%

%

%

%

%

%

Delinquent Receivables that are 90 Days or More Past Due

Delinquencies include both principal and finance charge receivables. The monthly delinquencies 90+ days percentage shown in the tables below is calculated by dividing total receivables 90 days and more past due by the principal and finance charge receivables as of the last full weekend of the month. The receivables outstanding balance shown in the table below includes principal and finance charges and is as of the last full weekend of the month.

Delinquencies 90+ Days by Year of Account Origination

(by Monthly Period)

Year of Account Origination	Receivables Outstanding [                     ] 20[    ]	[                    ] 20[     ]		[                    ] 20[     ]		[                    ] 20[     ]
20[    ] and earlier	$		%		%		%
20[    ]
20[    ]
20[    ]
20[    ]
20[    ]
Total	$		%		%		%

AI-17

Year of Account Origination

Dec 20[    ]

Nov 20[    ]

Oct 20[    ]

Sep 20[    ]

Aug 20[    ]

Jul 20[    ]

Jun 20[    ]

May 20[    ]

Apr 20[    ]

Mar 20[    ]

Feb 201[    ]

Jan 20[    ]

20[    ] and earlier

%

%

%

%

%

%

%

%

%

%

%

%

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Total

%

%

%

%

%

%

%

%

%

%

%

%

Year of Account Origination

Dec 20[    ]

Nov 20[    ]

Oct 20[    ]

Sep 20[    ]

Aug 20[    ]

Jul 20[    ]

Jun 20[    ]

May 20[    ]

Apr 20[    ]

Mar 20[    ]

Feb 201[    ]

Jan 20[    ]

20[    ] and earlier

%

%

%

%

%

%

%

%

%

%

%

%

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Total

%

%

%

%

%

%

%

%

%

%

%

%

Year of Account Origination

Dec 20[    ]

Nov 20[    ]

Oct 20[    ]

Sep 20[    ]

Aug 20[    ]

Jul 20[    ]

Jun 20[    ]

May 20[    ]

Apr 20[    ]

Mar 20[    ]

Feb 201[    ]

Jan 20[    ]

20[    ] and earlier

%

%

%

%

%

%

%

%

%

%

%

%

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Total

%

%

%

%

%

%

%

%

%

%

%

%

Year of Account Origination

Dec 20[    ]

Nov 20[    ]

Oct 20[    ]

Sep 20[    ]

Aug 20[    ]

Jul 20[    ]

Jun 20[    ]

May 20[    ]

Apr 20[    ]

Mar 20[    ]

Feb 201[    ]

Jan 20[    ]

20[    ] and earlier

%

%

%

%

%

%

%

%

%

%

%

%

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Total

%

%

%

%

%

%

%

%

%

%

%

%

Year of Account Origination

Dec 20[    ]

Nov 20[    ]

Oct 20[    ]

Sep 20[    ]

Aug 20[    ]

Jul 20[    ]

Jun 20[    ]

May 20[    ]

Apr 20[    ]

Mar 20[    ]

Feb 201[    ]

Jan 20[    ]

20[    ] and earlier

%

%

%

%

%

%

%

%

%

%

%

%

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Total

%

%

%

%

%

%

%

%

%

%

%

%

AI-18

Monthly Total Payment Rate

The monthly total payment rate is calculated by taking the sum of all principal and finance charge payments received from cardholders over the due period and dividing it by the principal and finance charge receivables balance as of the beginning of the due period. If there is a lump addition or lump removal of receivables during the due period, then the denominator is the weighted average principal and finance charge receivables balance over the due period. The principal and finance charge receivables balance shown in the table below is as of the beginning of the due period. If there is a lump addition or lump removal of receivables during the due period, then the balance shown is the weighted average principal and finance charge receivables balance over the due period.

Monthly Total Payment Rate by Year of Account Origination

(by Monthly Due Period)

Year of Account Origination	Principal and Finance Charge Receivables [        ] 20[    ]	[        ] 20[    ]		[        ] 20[    ]		[        ] 20[    ]
20[    ] and earlier	$		%		%		%
20[    ]
20[    ]
20[    ]
20[    ]
20[    ]
Total	$		%		%		%

Year of Account Origination

Dec 20[    ]

Nov 20[    ]

Oct 20[    ]

Sep 20[    ]

Aug 20[    ]

Jul 20[    ]

Jun 20[    ]

May 20[    ]

Apr 20[    ]

Mar 20[    ]

Feb 201[    ]

Jan 20[    ]

20[    ] and earlier

%

%

%

%

%

%

%

%

%

%

%

%

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Total

%

%

%

%

%

%

%

%

%

%

%

%

Year of Account Origination

Dec 20[    ]

Nov 20[     ]

Oct 20[    ]

Sep 20[    ]

Aug 20[    ]

Jul 20[    ]

Jun 20[    ]

May 20[    ]

Apr 20[    ]

Mar 20[    ]

Feb 201[    ]

Jan 20[    ]

20[    ] and earlier

%

%

%

%

%

%

%

%

%

%

%

%

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Total

%

%

%

%

%

%

%

%

%

%

%

%

AI-19

Year of Account Origination

Dec 20[    ]

Nov 20[    ]

Oct 20[    ]

Sep 20[    ]

Aug 20[    ]

Jul 20[    ]

Jun 20[    ]

May 20[    ]

Apr 20[    ]

Mar 20[    ]

Feb 201[    ]

Jan 20[    ]

20[    ] and earlier

%

%

%

%

%

%

%

%

%

%

%

%

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Total

%

%

%

%

%

%

%

%

%

%

%

%

Year of Account Origination

Dec 20[    ]

Nov 20[    ]

Oct 20[    ]

Sep 20[    ]

Aug 20[    ]

Jul 20[    ]

Jun 20[    ]

May 20[    ]

Apr 20[    ]

Mar 20[    ]

Feb 201[    ]

Jan 20[    ]

20[    ] and earlier

%

%

%

%

%

%

%

%

%

%

%

%

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Total

%

%

%

%

%

%

%

%

%

%

%

%

Year of Account Origination

Dec 20[    ]

Nov 20[    ]

Oct 20[    ]

Sep 20[    ]

Aug 20[    ]

Jul 20[    ]

Jun 20[    ]

May 20[    ]

Apr 20[    ]

Mar 20[    ]

Feb 201[    ]

Jan 20[    ]

20[    ] and earlier

%

%

%

%

%

%

%

%

%

%

%

%

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Total

%

%

%

%

%

%

%

%

%

%

%

%

Revenue Yield

Revenue Yield is the sum of finance charges, fees paid by cardholders and interchange, less a 1.50% servicing fee payable only from interchange. Deductions for finance charge write-offs as well as re-investment income from funds in the interest funding account and the principal funding account are not reflected in revenue yield. The revenue yield percentage is computed by dividing revenue yield by the principal receivables balance as of the beginning of the due period. If there is a lump addition or lump removal of receivables during the due period, then the denominator is the weighted average principal receivables balance over the due period. The principal receivables balance shown in the table below does not include finance charges and is as of the beginning of the due period. If there is a lump addition or lump removal of receivables during the due period, then the balance shown is the weighted average principal receivables balance over the due period.

AI-20

Revenue Yield by Year of Account Origination

(by Monthly Due Period)

Year of Account Origination	Principal Receivables [        ] 20[     ]	[        ] 20[     ]		[        ] 20[     ]		[        ] 20[     ]
20[    ] and earlier	$		%		%		%
20[    ]
20[    ]
20[    ]
20[    ]
20[    ]
Total	$		%		%		%

Year of Account Origination

Dec 20[    ]

Nov 20[    ]

Oct 20[    ]

Sep 20[    ]

Aug 20[    ]

Jul 20[    ]

Jun 20[    ]

May 20[    ]

Apr 20[    ]

Mar 20[    ]

Feb 201[    ]

Jan 20[    ]

20[    ] and earlier

%

%

%

%

%

%

%

%

%

%

%

%

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Total

%

%

%

%

%

%

%

%

%

%

%

%

Year of Account Origination

Dec 20[    ]

Nov 20[    ]

Oct 20[    ]

Sep 20[    ]

Aug 20[    ]

Jul 20[    ]

Jun 20[    ]

May 20[    ]

Apr 20[    ]

Mar 20[    ]

Feb 201[    ]

Jan 20[    ]

20[    ] and earlier

%

%

%

%

%

%

%

%

%

%

%

%

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Total

%

%

%

%

%

%

%

%

%

%

%

%

Year of Account Origination

Dec 20[    ]

Nov 20[    ]

Oct 20[    ]

Sep 20[    ]

Aug 20[    ]

Jul 20[    ]

Jun 20[    ]

May 20[    ]

Apr 20[    ]

Mar 20[    ]

Feb 201[    ]

Jan 20[    ]

20[    ] and earlier

%

%

%

%

%

%

%

%

%

%

%

%

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Total

%

%

%

%

%

%

%

%

%

%

%

%

Year of Account Origination

Dec 20[    ]

Nov 20[    ]

Oct 20[    ]

Sep 20[    ]

Aug 20[    ]

Jul 20[    ]

Jun 20[    ]

May 20[    ]

Apr 20[    ]

Mar 20[    ]

Feb 201[    ]

Jan 20[    ]

20[    ] and earlier

%

%

%

%

%

%

%

%

%

%

%

%

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Total

%

%

%

%

%

%

%

%

%

%

%

%

AI-21

Year of Account Origination

Dec 20[    ]

Nov 20[    ]

Oct 20[    ]

Sep 20[    ]

Aug 20[    ]

Jul 20[    ]

Jun 20[    ]

May 20[    ]

Apr 20[    ]

Mar 20[    ]

Feb 201[    ]

Jan 20[    ]

20[    ] and earlier

%

%

%

%

%

%

%

%

%

%

%

%

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Total

%

%

%

%

%

%

%

%

%

%

%

%

[Changes in Underwriting Criteria]

[Describe any recent material changes in the underwriting criteria for new accounts designated to the master trust, including variations in the underwriting criteria for accounts purchased from another institution.]

AI-22

ANNEX II

This annex forms an integral part of this prospectus.

THE U.S. CREDIT CARD BUSINESS OF CITIBANK

General

On July 1, 2011, Citibank (South Dakota) merged with and into Citibank, with Citibank as the surviving entity. As a result of the merger with Citibank (South Dakota), Citibank is one of the nation’s largest credit card issuers. References to “Citibank” in this Annex include Citibank’s predecessors, Citibank (South Dakota) and Citibank (Nevada), unless the context requires otherwise.

Citibank is the master trust servicer as well as the owner of all of the credit card accounts designated to the master trust. Citibank services credit card accounts at its facilities in Sioux Falls, South Dakota, through affiliated credit card processors pursuant to interaffiliate service contracts, and has outsourced certain functions to unaffiliated third parties, but remains. responsible for the overall servicing process.

Citibank has been issuing credit cards and servicing credit card accounts since the 1960s and has been servicing and performing investor reporting on securitizations of credit card receivables since 1988. As of June 30, 2016, Citibank serviced more than 120 million open credit card accounts representing more than $120 billion of receivables for credit card holders in the United States.

A significant portion of the credit card business of Citibank consists of its private label cards business, which includes private label, co-branded and other revolving credit card accounts that are not part of the accounts designated to the master trust and whose receivables are designated to another trust sponsored by Citibank.

Citibank is a member of MasterCard International, VISA and American Express payment networks. MasterCard, VISA and American Express credit cards are issued as part of the worldwide MasterCard International, VISA and American Express systems. Transactions creating the receivables through the use of those credit cards are processed through the MasterCard International, VISA or American Express authorization and settlement systems. If any system were to materially curtail its activities, or if Citibank were to cease being a member of MasterCard International, VISA or American Express, for any reason, delays in payments on the receivables and possible reductions in the amounts of receivables could occur.

The MasterCard, VISA and American Express credit card accounts owned by Citibank were principally generated through:

• applications mailed directly to prospective cardholders;

• applications made available to prospective cardholders at the banking facilities of Citibank and at retail outlets;

AII-1

• applications generated by advertising on television, radio, the internet and in magazines;

• direct mail and telemarketing solicitation for accounts on a pre-approved credit basis;

• solicitation of cardholders of existing accounts;

• applications through affinity and co-brand marketing programs; and

• purchases of accounts from other credit card issuers.

Acquisition of Accounts and Use of Credit Cards

Each applicant for a credit card provides information such as name, address, telephone number, date of birth and social security number, as well as annual income and monthly mortgage or rental expense, and each application is reviewed for completeness and creditworthiness. A credit report is generally obtained from an independent credit reporting agency for each application for a new account. In the event there are discrepancies between the application and the credit report steps are taken to verify the information on the applicant before any account is opened.

The ability of an applicant for a credit card account to repay credit card balances is determined by applying income and expense information along with a credit scoring system using proprietary and externally developed models. Credit scoring is intended to provide a general indication, based on the information available, of the applicant’s willingness and ability to repay his or her obligations. Credit scoring evaluates a potential cardholder’s credit profile to arrive at an estimate of the associated credit risk. Models for credit scoring are developed by using statistics to evaluate common characteristics and their correlation with credit risk. The credit scoring model used to evaluate a particular applicant is based on a variety of factors, including application and credit bureau data. Additionally, for existing cardholders experiential data may be utilized as part of the credit decision. FICO scores or internally generated credit scores are obtained for each applicant for an account and are one of the criteria used in Citibank’s credit analysis. From time to time the credit scoring models used for credit card accounts are reviewed, validated and redeveloped, if necessary. Once an application to open an account is approved an initial credit limit is established for the account based on, among other things, the applicant’s income, credit score and other existing accounts.

New credit card accounts are generated primarily through direct mail and internet-based channels. Acquisition offers can be either pre-approved or non pre-approved. Potential cardholders for pre-approved campaigns are identified by supplying a list of credit criteria to a credit bureau which generates a list of individuals who meet those criteria and forwards the list to a processing vendor. The processing vendor screens the list in accordance with the selected credit criteria to determine the eligibility of the individuals on the list for a pre-approved solicitation. Individuals qualifying for pre-approved solicitation are made a firm offer of credit.

Risk is managed at the account level through analytical techniques combined with occasional judgmental review where circumstances so warrant. Transactions are evaluated and

AII-2

authorized at the point of sale, where risk levels are balanced with profitability and cardholder satisfaction. In addition, cardholders’ account performance are periodically reviewed, a process that includes an examination of the cardholder’s credit report and credit score. Following such review, the use of certain accounts may be blocked or credit lines may be reduced on certain accounts. Penalty pricing may cause the annual percentage rates to be increased on certain accounts.

Under the terms of the Credit CARD Act, Citibank may not increase interest rates on existing balances unless the cardholder was at least 60 days late in making the minimum payment, and Citi provides an additional 45 days notice to the cardholder of the imposition of an increased rate on such balances.

Citibank offers both proprietary and co-branded credit cards. Co-branded credit cards involve marketing to customers of a retailer, service provider or manufacturer. The co-brand provider may play a major role in the marketing and solicitation of co-branded cards, including making applications available to prospective cardholders in appropriate locations, as well as through pre-approved solicitations.

From time to time Citibank may purchase credit card accounts from third parties. Purchased accounts are screened against criteria established at the time of acquisition to determine whether any of the purchased accounts should be closed immediately. These criteria generally will be the same as the underwriting criteria for accounts originated by Citibank, but may be subject to variations based on the characteristics of the accounts in the acquired portfolio. Any accounts failing the criteria are closed and no further purchases or cash advances are authorized. All other purchased accounts remain open. The credit limits on these accounts are based initially on the limits established or maintained by the selling institution.

Each cardholder is party to a card agreement governing the use of the card and account. The agreement provides that Citibank may change the rates, fees and terms of the agreement from time to time as permitted by law. The changes may add, replace or remove provisions of the agreement. Citibank will give the cardholder advance written notice of the changes and a right to opt out to the extent required by law.

Collection of Delinquent Accounts

Generally, Citibank, as servicer, considers a credit card account delinquent if it does not receive the minimum payment due within four days of the due date indicated on the cardholder’s statement. Personnel of Citibank and affiliated credit card processors pursuant to interaffiliate service contracts, supplemented by collection agencies and retained outside counsel, attempt to collect delinquent credit card receivables. A request for payment of overdue amounts is included on all billing statements issued after the account becomes delinquent, unless the delinquency is due to bankruptcy.

Collection strategies are employed to prioritize collection efforts based on risk factors including, but not limited to, account performance, credit score and account balance. Generally, telephone contact is initiated no later than 26 days past the account due date (or 22

AII-3

days after an account becomes delinquent). However, collection personnel may initiate telephone contact with cardholders as few as six days after the account due date when no payment is received (or two days after the account becomes delinquent), based on these or other risk factors. In the event that initial telephone contact fails to resolve the delinquency, ongoing efforts are made to contact the cardholder by telephone and by mail. Generally, if an account exceeds delinquency or credit limit guidelines established by credit underwriting policy, no additional extensions of credit through that account are authorized. No more than 90 days after an account becomes delinquent, the account is closed.

Depending on the cardholder’s circumstances, arrangements may be made to extend or otherwise change payment schedules. This includes reducing interest rates, ceasing the accrual of interest entirely or making other accommodations to the cardholder. In cases where a cardholder has overcome temporary financial hardship, but has shown the ability and a willingness to resume regular payments, the cardholder’s account may be returned to current status or “re-aged” even if the cardholder cannot pay the entire overdue amount. The re-aging of accounts has the effect of lowering reported delinquencies. Re-aging practices are governed by Federal Financial Institutions Examination Council guidelines. To be eligible for re-aging, the account must have been originated at least nine months earlier and the cardholder must have made the equivalent of three minimum monthly payments in the last 90 days. No account may be re-aged more than once in the last year or more than two times in the last five-year period.

The current policy of the servicer is to charge-off the receivables in an account when that account becomes 180 days delinquent. However, some accounts may be charged off prior to such date as follows:

• if the servicer receives notice that a cardholder has filed for bankruptcy or has had a bankruptcy petition filed against it, the servicer will charge off the receivables in that account not later than 30 days after the servicer receives notice;

• an account of a deceased cardholder is charged off no later than 60 days from the date the servicer verifies the customer’s death; and

• fraudulent accounts or receivables are charged off within 90 days after notification that the applicable account or receivable is fraudulent.

When accounts are charged off, they are written off as losses in accordance with the credit card guidelines, and the related receivables are removed from the master trust. Charged-off accounts may be retained by Citibank, placed with third party collection agencies, placed with attorneys or sold to debt buyers. For charged-off receivables that were owned by the master trust, proceeds of the sale of sold receivables and recoveries on unsold receivables are treated as collections on the receivables.

The credit evaluation, servicing and charge-off policies and collection practices of Citibank and its affiliated credit card processors may change over time in accordance with their business judgment, applicable law and guidelines established by applicable regulatory authorities.

AII-4

ANNEX III

This annex forms an integral part of this prospectus.

ALLOCATION OF FINANCE CHARGE COLLECTIONS

AIII-1

ANNEX IV

This annex forms an integral part of this prospectus.

ALLOCATION OF PRINCIPAL COLLECTIONS

AIV-1

ANNEX V

This annex forms an integral part of this prospectus.

FEES AND EXPENSES PAYABLE FROM FINANCE CHARGE COLLECTIONS

Recipient	Nature and amount	Distribution priority
Servicer	For each series of master trust investor certificates, including the collateral certificate, the servicer receives monthly compensation equal to •  0.37% per annum of the invested amount of the investor certificates of that series so long as Citibank or an affiliate is the servicer, or 0.77% per annum if there is a different servicer, •  plus, the investor certificateholders’ portion of finance charge collections that is attributable to interchange up to a maximum amount equal to 1.50% per annum of the invested amount of the investor certificates of that series. The servicer is responsible to pay from its servicing compensation expenses of the master trust, including the fees and expenses of the master trust trustee and independent accountants.	The servicer’s fee is paid from finance charge collections allocated to each series of master trust certificates (including the collateral certificate) before the finance charge collections are allocated to the collateral certificate or the notes. See “The Master Trust—The Servicer.”
Indenture Trustee	Under the terms of the indenture, the issuance trust has agreed to pay the indenture trustee reasonable compensation for the performance of its duties under the indenture. The issuance trust will also indemnify the indenture trustee for any loss, claim or expense incurred in connection with its capacity as indenture trustee. The aggregate amount payable to the indenture trustee for any monthly period, whether for accrued fees and expenses, indemnity payments or other amounts, is limited to the lesser of (i) $400,000 and (ii) 0.05% of the aggregate nominal liquidation amount of the outstanding notes as of the end of the preceding monthly period.	The fees and expenses of, and other amounts due to, the indenture trustee are payable monthly on a first-priority basis from finance charge collections received that month from the collateral certificate and investment earnings on funds in the trust accounts other than the principal funding account. See “Deposit and Application of Funds—Allocation of Finance Charge Collections to Accounts.” The indenture trustee has recourse only to finance charge collections for these payments, and such payments are secured by a lien prior to the notes on all property of the issuance trust, except funds held in the trust accounts. See “Sources of Funds to Pay the Notes—The Indenture Trustee.”

AV-1

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 12. Other Expenses of Issuance and Distribution.

The following table sets forth the estimated expenses to be incurred in connection with the offering of the securities being offered hereunder other than underwriting discounts and commissions.

Registration Fee	$	2,533,412.51	*
Printing and Engraving Expenses	$	594,000	**
Trustee’s Fees and Expenses	$	515,000	*
Legal Fees and Expenses	$	1,551,000	**
Accountants’ Fees and Expenses	$	957,000	**
Rating Agency Fees	$	12,502,750	**
Miscellaneous Fees and Expenses	$	250,000	**
Total	$	18,903,162.51	**

* Actual

** Estimated

Item 13. Indemnification of Directors and Officers.

Article NINTH of the Articles of Association of Citibank, N.A. (the “Bank”) provides that the Bank will indemnify any director or officer of the Bank who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Bank), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Bank, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Such Article NINTH also provides that the Bank will indemnify any director or officer of the Bank who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Bank to procure a judgment in its favor, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in the best interests or not opposed to the best interests of the Bank and except that no indemnification will be made in respect of any claim, issue or matter as to which such person was adjudged to be liable to the Bank unless the court in which such action or suit was brought determines that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court deems proper.

Such Article NINTH provides that indemnification will be made by the Bank only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct, or as ordered by a court.

II-1

There are directors’ and officers’ liability insurance policies presently outstanding which insure directors and officers of Citigroup and its majority-owned subsidiaries, including the Bank. The policies cover losses incurred by such directors and officers which result from claims made against such directors or officers based upon the commission of wrongful acts in the performance of their duties and against which they cannot be indemnified by Citigroup or such subsidiaries. The losses covered by the policies are subject to certain exclusions and do not include certain fines or penalties imposed by law or other matters deemed uninsurable under the law.

There are also certain additional indemnification provisions contained in the Underwriting Agreement filed as Exhibit 1.1.

Item 14. Exhibits.

1.1	Form of Underwriting Agreement for the Notes
4.1	Form of Second Amended and Restated Indenture for the Notes
4.2	Form of Third Amended and Restated Pooling and Servicing Agreement for Citibank Credit Card Master Trust I
4.3	Amended and Restated Series 2000 Supplement dated as of August 9, 2011 to the Second Amended and Restated Pooling and Servicing Agreement and relating to the Collateral Certificate, incorporated by reference from Exhibit 4.3 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2011
4.4	Form of Amendment No. 1 to Amended and Restated Series 2000 Supplement
4.5	Amended and Restated Trust Agreement of Citibank Credit Card Issuance Trust dated as of August 9, 2011, incorporated by reference from Exhibit 4.4 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2011
4.6	Form of Notes
4.7	Form of Collateral Certificate (included in Exhibit 4.3)
4.8	Form of Asset Representations Review Agreement**
5.1	Opinion of Christopher R. Becker, Esq., Assistant General Counsel—Capital Markets and Corporate Reporting of Citigroup Inc., with respect to legality
8.1	Opinion of Cravath, Swaine & Moore LLP with respect to tax matters
23.1	Consent of Christopher R. Becker, Esq., Assistant General Counsel—Capital Markets and Corporate Reporting of Citigroup Inc. (included in Exhibit 5.1)
23.2	Consent of Cravath, Swaine & Moore LLP (included in Exhibit 8.1)
24.1	Powers of Attorney of Ms. Costello and Mr. Trowse. Powers of Attorney of Ms. Spero and Messrs. Hennes, McQuade, Santomero, Turley and Viola were previously filed with the Registration Statement

II-2

25.1	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as trustee under the Indenture
36.1	Form of Certification for Shelf Offerings of Asset-Backed Securities*
99.1	Amended and Restated Series 2009 Supplement dated as of August 9, 2011 to the Second Amended and Restated Pooling and Servicing Agreement (including the form of Series 2009 Certificate), incorporated by reference from Exhibit 99.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2011
99.2	Amendment No. 1 dated as of July 10, 2012 to the Amended and Restated Series 2009 Supplement, incorporated by reference from Exhibit 99.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 10, 2012

* Previously filed.

** To be filed by Amendment.

Item 15. Undertakings.

(a) Rule 415 Offering.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, That:

(A) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3, Form SF-3 or Form F-3 and the information required to

II-3

be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement; and

(B) Provided further, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if this Registration Statement is for an offering of asset-backed securities on Form SF-1 or Form SF-3 and the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB.

(2)    That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)    That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) If the registrant is relying on Rule 430D:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) and (h) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430D relating to an offering made pursuant to Rule 415(a)(1)(vii) or (a)(1)(xii) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430D, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

II-4

(5)    That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6)    If the registrant is relying on Rule 430D, with respect to any offering of securities registered on Form SF-3, to file the information previously omitted from the prospectus filed as part of an effective registration statement in accordance with Rule 424(h) and Rule 430D.

(b) Filings Incorporating Subsequent Exchange Act Documents by Reference.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Request for Acceleration of Effective Date or Filing of Registration Statement Becoming Effective Upon Filing.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of

II-5

expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(d) Filings Regarding Asset-Backed Securities Incorporating by Reference Subsequent Exchange Act Documents by Third Parties

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 of a third party that is incorporated by reference in the registration statement in accordance with Item 1100(c)(1) of Regulation AB shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SF-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York on August 10, 2016.

CITIBANK, N.A. Acting solely in its capacity as depositor of Citibank Credit Card Master Trust I and Citibank Credit Card Issuance Trust
By:	/s/ Barbara J. Desoer
Name:	Barbara J. Desoer
Title:	Director and Chief Executive Officer

II-7

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment to Registration Statement has been signed on August 10, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ Barbara J. Desoer Barbara J. Desoer	Director and Chief Executive Officer (Principal Executive Officer)
/s/ George Trowse George Trowse	Chief Financial Officer (Principal Financial Officer)
* Leo A. Viola	Controller (Principal Accounting Officer)
* Anthony M. Santomero	Chairman of the Board
* Ellen M. Costello	Director
* Duncan P. Hennes	Director
* Eugene M. McQuade	Director
* Joan E. Spero	Director
* James S. Turley	Director

* Barbara J. Desoer, by signing her name hereto, does sign this document on behalf of each of the persons indicated above for whom she is attorney-in-fact pursuant to a power of attorney duly executed by such person and filed with the Securities and Exchange Commission.

/s/ Barbara J. Desoer

Barbara J. Desoer

Attorney-in-Fact

II-8

EXHIBIT INDEX

Exhibit Number	Description
1.1	Form of Underwriting Agreement for the Notes
4.1	Form of Second Amended and Restated Indenture for the Notes
4.2	Form of Third Amended and Restated Pooling and Servicing Agreement for Citibank Credit Card Master Trust I
4.3	Amended and Restated Series 2000 Supplement dated as of August 9, 2011 to the Second Amended and Restated Pooling and Servicing Agreement and relating to the Collateral Certificate, incorporated by reference from Exhibit 4.3 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2011
4.4	Form of Amendment No. 1 to Amended and Restated Series 2000 Supplement
4.5	Amended and Restated Trust Agreement of Citibank Credit Card Issuance Trust dated as of August 9, 2011, incorporated by reference from Exhibit 4.4 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2011
4.6	Form of Notes.
4.7	Form of Collateral Certificate (included in Exhibit 4.3)
4.8	Form of Asset Representations Review Agreement**
5.1	Opinion of Christopher R. Becker, Esq., Assistant General Counsel—Capital Markets and Corporate Reporting of Citigroup Inc., with respect to legality
8.1	Opinion of Cravath, Swaine & Moore LLP with respect to tax matters
23.1	Consent of Christopher R. Becker, Esq., Assistant General Counsel—Capital Markets and Corporate Reporting of Citigroup Inc. (included in Exhibit 5.1)
23.2	Consent of Cravath, Swaine & Moore LLP (included in Exhibit 8.1)
24.1	Powers of Attorney of Ms. Costello and Mr. Trowse. Powers of Attorney of Ms. Spero and Messrs. Hennes, McQuade, Santomero, Turley and Viola were previously filed with the Registration Statement.
25.1	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as trustee under the Indenture
36.1	Form of Certification for Shelf Offerings of Asset-Backed Securities*
99.1	Amended and Restated Series 2009 Supplement dated as of August 9, 2011 to the Second Amended and Restated Pooling and Servicing Agreement (including the form of Series 2009 Certificate), incorporated by reference from Exhibit 99.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2011
99.2	Amendment No. 1 dated as of July 10, 2012 to the Amended and Restated Series 2009 Supplement, incorporated by reference from Exhibit 99.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 10, 2012

* Previously filed.

** To be filed by Amendment.

II-9

EX-1.1

EXHIBIT 1.1

CITIBANK CREDIT CARD ISSUANCE TRUST

CITIBANK, N.A.

$[●] [[●]%] [Floating Rate] Class 201[●]-[A][B][C] Notes of [Month] [Year]

(Legal Maturity Date [Month] [Year])

Citiseries

Citibank Credit Card Issuance Trust

UNDERWRITING AGREEMENT

[Date]

[Name of Representative],

as Representative of the Several Underwriters

[Street Address]

[City, State, Zip Code]

Ladies and Gentlemen:

Citibank Credit Card Issuance Trust, a Delaware statutory trust (the “Issuer”), proposes to sell, and Citibank, N.A. (“Citibank”), as the owner of all the beneficial interests in the Issuer, proposes to cause the Issuer to sell, to the underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (the “Representative”), the aggregate principal amount of notes of the Citiseries designated above and in Schedule III hereto (the “Notes”), subject to the provisions of this Underwriting Agreement (this “Agreement”) among the Issuer, Citibank, and the Underwriters.

Citibank has conveyed and proposes to continue to convey credit card receivables (the “Receivables”) arising from revolving credit card accounts and other rights to the Citibank Credit Card Master Trust I (the “Master Trust”). Citibank, as Seller and Servicer, and Deutsche Bank Trust Company Americas, as trustee (the “Master Trust Trustee”) have entered into the Third Amended and Restated Pooling and Servicing Agreement, dated as of May 29, 1991, as amended and restated as of October 5, 2001, as further amended and restated as of August 9, 2011, and as further amended and restated as of [Date], 201[●] (as modified or amended from time to time, the “Base P&S”), and the Amended and Restated Series 2000 Supplement to the Base P&S, dated as of September 26, 2000, as amended and restated as of August 9, 2011 and as amended by Amendment No. 1 as of [Date], 201[●] (as modified or amended from time to time, the “Series 2000 Supplement”). The Base P&S and the Series 2000 Supplement are referred to herein collectively as the “Pooling and Servicing Agreement”. Pursuant to the Pooling and Servicing Agreement, Citibank caused the Master Trust to issue to the Issuer a Credit Card Participation Certificate, Series 2000 (the “Collateral Certificate”). The Collateral Certificate represents undivided interests in certain assets of the Master Trust. Certain of the Receivables (and the related

Accounts) will be subject to review by [Name of Asset Representations Reviewer] (the “Asset Representations Reviewer”) in certain circumstances for compliance with certain representations and warranties made about the Receivables, in accordance with the Asset Representations Review Agreement, dated as of [Date], 201[●] (as amended or supplemented from time to time, the “Asset Representations Review Agreement”), between Citibank and the Asset Representations Reviewer.

The Notes will be issued pursuant to the Second Amended and Restated Indenture, dated as of September 26, 2000, as amended and restated as of August 9, 2011 and as further amended and restated as of [Date], 201[●] (as modified or amended from time to time the “Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as trustee (the “Indenture Trustee”). The Notes will be secured by certain assets of the Issuer and will be sold pursuant to this Agreement.

Capitalized terms used in this Agreement that are not defined herein have the meanings provided in the Indenture, or if not defined therein, in the Pooling and Servicing Agreement. The Pooling and Servicing Agreement, the Asset Representations Review Agreement, the Trust Agreement, the Indenture, any Derivative Agreement relating to the Notes, the Depository Agreement between the Issuer and The Depository Trust Company (“DTC”) and this Agreement are collectively referred to as the “Basic Documents”.

SECTION 1. Representations and Warranties of the Issuer and Citibank. The Issuer and Citibank, jointly and severally, represent and warrant to, and agree with, each Underwriter as set forth in this Section 1. Certain terms used in this Section 1 are defined in paragraph (a) below.

(a) Registration Statement And Prospectus. The requirements for the use of Form SF-3 under the Securities Act of 1933, as amended (the “Securities Act”), including the Registrant Requirements set forth in General Instruction I.A. of Form SF-3 and the Transaction Requirements set forth in General Instruction I.B. of Form SF-3, have been satisfied as of any date required by the rules or regulations under the Securities Act. Citibank has filed with the Securities and Exchange Commission (the “Commission”) a registration statement (Registration No. 333-208054) on such Form, including a form of prospectus, for registration under the Securities Act of the offering and sale of the Notes. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, have become effective. Citibank has filed with the Commission, pursuant to Rule 424(h) of the Securities Act, a preliminary prospectus relating to the Notes, which has previously been furnished to the Representative. Citibank will file with the Commission a final prospectus relating to the Notes in accordance with Rule 424(b) under the Securities Act. As filed, such final prospectus will include all information required to be included therein by the Securities Act and the rules thereunder with respect to the Notes and the offering thereof and, except to the extent the Underwriters agree in writing to a modification, will be in all substantive respects in the form furnished to the Representative before the Pricing Time or, to the extent not completed at the Pricing Time, will contain only such specific additional information and other changes (beyond that contained in the latest preliminary prospectus that has previously been furnished to the Representative) as Citibank has advised the Underwriters, before the Pricing Time, will be included or made therein. If

2

the Registration Statement contains the undertakings specified by item 512(a) of Regulation S-K, the Registration Statement, at the Pricing Time, meets the requirements set forth in Rule 415(a)(1)(x).

The terms that follow, when used in this Agreement, will have the meanings indicated. The term “Effective Date” will mean each date that the Registration Statement and any post-effective amendment or amendments thereto became or become effective. “Execution Time” will mean the date and time as of which this Agreement is executed and delivered by the parties hereto, which shall be deemed to have occurred on the date hereof. “Pricing Time” will mean the time specified as such on Schedule III. “Preliminary Prospectus” will mean the preliminary prospectus relating to the Notes referred to in the preceding paragraph. “Prospectus” will mean the final prospectus relating to the Notes that is first filed pursuant to Rule 424(b) after the Execution Time or, if no filing pursuant to Rule 424(b) is required, will mean the prospectus relating to the Notes included in the Registration Statement at the Effective Date. “Registration Statement” will mean the registration statement referred to in the preceding paragraph and any registration statement required to be filed under the Securities Act or rules thereunder, including incorporated documents, exhibits, financial statements and any prospectus relating to the Notes that is first filed with the Commission pursuant to Rule 424(b) of the Securities Act after the Execution Time and deemed part of such registration statement pursuant to Rule 430D of the Securities Act, in the form in which it has or will become effective and, in the event any post-effective amendment thereto becomes effective before the Closing Date, will also mean such registration statement as so amended. “Rule 424”, “Rule 415,” “Rule 430D” and “Regulation S-K” refer to such rules or regulations under the Securities Act.

Any reference herein to the Registration Statement, the Preliminary Prospectus or the Prospectus will be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 10 of Form SF-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date of the Registration Statement or the issue date of the Preliminary Prospectus or Prospectus, as the case may be; and any reference herein to the terms “amend”, “amendment” or “supplement” with respect to the Registration Statement, the Preliminary Prospectus or Prospectus will be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement, or the issue date of the Preliminary Prospectus or Prospectus, as the case may be, deemed to be incorporated therein by reference.

(b) Securities Act. On the Effective Date, the Registration Statement did comply in all material respects with the applicable requirements of the Securities Act and the rules thereunder; on the Effective Date and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (as amended and together with any supplements thereto) will comply in all material respects with the applicable requirements of the Securities Act and the rules thereunder; on the Effective Date, the Registration Statement did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any filing pursuant to Rule

3

424(b) and on the Closing Date, the Prospectus (as amended and together with any supplements thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that the Issuer and Citibank make no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplements thereto) in reliance upon and in conformity with information furnished in writing to Citibank by or on behalf of any Underwriter specifically for use in connection with the preparation of the Registration Statement or the Prospectus (or any supplements thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriters consists of the information described as such in Section 8 hereof.

(c) The Disclosure Package. The Disclosure Package, when taken together as a whole, does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Issuer or Citibank by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof. “Disclosure Package” will mean (i) the Preliminary Prospectus, (ii) the Issuer Free Writing Prospectuses, if any, identified in Schedule II hereto, (iii) any other Free Writing Prospectus that the parties hereto will hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the pricing information set forth on Schedule III hereto. “Issuer Free Writing Prospectus” will mean an issuer free writing prospectus, as defined in Rule 433 of the Securities Act. “Free Writing Prospectus” will mean a free writing prospectus, as defined in Rule 405 of the Securities Act.

(d) Ineligible Issuer. (x) At the earliest time after the filing of the Registration Statement and the Issuer or Citibank made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) of the Notes and (y) as of the Execution Time (with such date being used as the determination date for purposes of this clause), the Issuer was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act), without taking account of any determination by the Commission pursuant to Rule 405 of the Securities Act that it is not necessary that the Issuer be considered an Ineligible Issuer.

(e) Non-Conflict. No Issuer Free Writing Prospectus includes any information that conflicts with the information contained in the Registration Statement, including any document incorporated therein and any prospectus deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Issuer or Citibank by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

4

(f) Citibank’s Organization and Power. Citibank is an association duly organized, validly existing and in good standing as a licensed national banking association under the laws of the United States, and has all requisite power and authority to own its properties and conduct its business as presently conducted and to execute, deliver and perform each of the Basic Documents to which it is a party and to authorize the issuance of and increase in the Invested Amount of the Collateral Certificate and to consummate the transactions contemplated by the Basic Documents to which it is a party.

(g) Citibank’s Authorization and Execution of Basic Documents. The execution, delivery and performance by Citibank of each of the Basic Documents to which it is a party, the issuance of and increase in the Invested Amount of the Collateral Certificate by the Master Trust, Citibank’s actions causing the Issuer to enter into the Basic Documents to which it is a party and to issue and sell the Notes and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action or proceedings.

(h) The Master Trust’s Authorization and Execution of the Collateral Certificate. The Collateral Certificate has been authorized, authenticated, issued and delivered by the Master Trust in accordance with the Pooling and Servicing Agreement, and issued to the Issuer. Each increase in the Invested Amount of the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each subclass of Notes.

(i) Issuer’s Organization and Power. The Issuer has been duly formed and is validly existing as a statutory trust under the laws of the State of Delaware, and has all requisite trust power and authority to own its properties and conduct its business as presently conducted and to execute, deliver and perform the Basic Documents to which it is a party, and to authorize the issuance of the Notes, and to consummate the transactions contemplated by the Basic Documents to which it is a party.

(j) Issuer’s Authorization and Execution of Basic Documents. The execution, delivery and performance by the Issuer of the Basic Documents to which it is a party, the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action or proceedings.

(k) Execution and Delivery of Underwriting Agreement. This Agreement has been duly executed and delivered by the Issuer and Citibank.

(l) Conveyance of Receivables. Citibank has authorized the conveyance of the Receivables to the Master Trust.

(m) Citibank’s Financial Reports. Citibank has furnished to the Representative Citibank’s consolidated balance sheets and the related consolidated statements of income, changes in stockholder’s equity and cash flows as of and for the years ended December 31, 201[●] and 201[●], audited by and accompanied by the report of Citibank’s independent registered public accounting firm. Except as set forth in or contemplated in the Registration Statement and the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Citibank since December 31, 201[●].

5

(n) Master Trust Financial Reports The Master Trust has advised the Representative of the availability of each Annual Report on Form 10-K and each Current Report on Form 8-K for the most recent fiscal period of the Master Trust for which such reports are available as filed with the Commission. Except as set forth in or contemplated in the Registration Statement and the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Master Trust or in the earnings, business or prospects of the credit card business relating to the credit card accounts included in the Master Trust, whether or not arising from transactions in the ordinary course of business, since the end of the most recent fiscal period of the Master Trust for which the Master Trust has filed an Annual Report on Form 10-K or a Current Report on Form 8-K.

(o) Issuer Financial Reports. The Issuer has advised the Representative of the availability of each of its Current Reports on Form 8-K, Distribution Reports on Form 10-D and Annual Reports on Form 10-K since the date of creation of the Issuer, as filed with the Commission. Except as set forth or contemplated in the Registration Statement and the Prospectus, there has been no material adverse change in the condition (financial or otherwise) earnings, business or prospects of the Issuer, since the end of the most recent fiscal period for which the Issuer has filed an Annual Report on Form 10-K, a Current Report on Form 8-K or a Distribution Report on Form 10-D.

(p) Taxes, Fees, etc. Any taxes, fees and other governmental charges in connection with the execution, delivery and performance of the Basic Documents and the Notes have been paid or will be paid by Citibank at or before the Closing Date to the extent then due.

(q) Collateral Certificate and Notes Issued and Outstanding. The Collateral Certificate has been issued and is outstanding and entitled to the benefits of the Pooling and Servicing Agreement. As of the Closing Date, the Notes will have been duly and validly authorized. The Notes, when validly authenticated, issued and delivered in accordance with the Indenture and sold to the Underwriters as provided herein, will conform in all material respects to the descriptions thereof contained in the Prospectus and will be validly issued and outstanding and entitled to the benefits of the Indenture.

(r) No Consents. Except for permits and authorizations required under the securities or Blue Sky laws of any jurisdiction, no filing with, and no approval, authorization or other action of, any governmental authority is legally required for the execution, delivery or performance of any of the Basic Documents by the Issuer or Citibank or the consummation by the Issuer or Citibank of the transactions contemplated by the Basic Documents.

(s) No Conflicts. None of the issuance of the Collateral Certificate to the Issuer, any increase in the Invested Amount of the Collateral Certificate, the issuance and sale of the Notes, the execution, delivery and compliance by Citibank, the Master Trust or the

6

Issuer with the provisions of each of the Basic Documents to which it is a party, nor the consummation of the transactions contemplated thereby, will conflict with or result in a violation of any of the provisions of, or constitute a default under, any agreement or instrument to which Citibank, the Master Trust or the Issuer is a party or by which Citibank, the Master Trust or the Issuer is bound or to which any of the property of Citibank, the Master Trust or the Issuer is subject, which conflict, violation or default would be material to the issuance of the Collateral Certificate, the issuance and sale of the Notes or the other transactions contemplated by the Basic Documents to which Citibank, the Master Trust or the Issuer, respectively, are party, nor will such action result in any violation of the provisions of the articles of association or bylaws of Citibank or the Trust Agreement of the Issuer or any statute, order, rule or regulation of any court or governmental agency or authority having jurisdiction over Citibank, the Master Trust or the Issuer or any of their properties.

(u) No Litigation. Except as otherwise disclosed in the Prospectus or the Registration Statement, there is no pending or, to the knowledge of Citibank or the Issuer threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator with respect to the Master Trust, the Issuer, the Basic Documents or any of the transactions contemplated in the Basic Documents, or with respect to Citibank which, in the case of any such action, suit or proceeding with respect to Citibank if adversely determined, would have a material adverse effect on the Master Trust, the Issuer or the holders of the Notes or upon the ability of Citibank to perform its obligations under any of the Basic Documents to which it is a party.

(v) Rule 17g-5. In connection with any rating for the Notes, Citibank has provided a written representation (the “17g-5 Representation”) to each rating agency or rating agencies rating the Notes (each, a “Note Rating Agency”) that satisfies the requirements of paragraph (a)(3)(iii) of Rule 17g-5 under the Exchange Act (“Rule 17g-5”). Citibank has complied, and will continue to comply, with the 17g-5 Representation, except for any breach of the 17g-5 Representation that would not have a material adverse effect on the Notes or the Noteholders; provided, however, that Citibank makes no representation or warranty with respect to any breach of the 17g-5 Representation arising from a breach by any of the Underwriters of the representations set forth in Section 18(b) hereof.

(v) Rule 193. Citibank has complied and, at and as of the Closing Date, shall have complied in all material respects with Rule 193 of the Securities Act and Items 1111(a)(7) and 1111(a)(8) of Regulation AB under the Securities Act in connection with the offering of the Notes.

(w) Volcker Rule. The Issuer is not now, and immediately following the issuance of the Notes and the application of the proceeds thereof will not be, a “covered fund” for purposes of the regulations adopted under Section 13 of the Bank Holding Company Act of 1956, as amended, commonly known as the “Volcker Rule”. In reaching this conclusion, the Issuer has relied primarily on the determination that (i) the Issuer may rely on the exclusion from the definition of “investment company” set forth in Rule 3a-7 under the Investment Company Act of 1940, as amended (the “Investment Company

7

Act”), and accordingly, (ii) the Issuer may rely on the exclusion from the definition of a “covered fund” under the Volcker Rule of an issuer that may rely on an exclusion or exemption from the definition of “investment company” under the Investment Company Act other than the exclusions contained in Sections 3(c)(1) and 3(c)(7) of that Act.

(x) Due Diligence Services. Citibank has not engaged, or caused any other person to engage, any third party to provide “due diligence services” within the meaning of Rule 17g-10(d)(1) under the Exchange Act in connection with the offering of the Notes.

SECTION 2. Purchase and Sale. Subject to the terms and conditions and in reliance upon the covenants, representations and warranties herein set forth, the Issuer agrees to sell (and Citibank agrees to cause the Issuer to sell) to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase, the respective initial principal amount of Notes set forth opposite such Underwriter’s name in Schedule I hereto. The purchase price for the Notes will be an amount equal to the “Proceeds to Issuer” specified on Schedule III.

SECTION 3. Delivery and Payment. Delivery of and payment for the Notes will be made on the “Expected Issuance Date” specified on Schedule III, or at such later date (not later than the fifth business day after the Expected Issuance Date) as the Underwriters designate, which date and time may be postponed by agreement between the Underwriters and Citibank (such date and time of delivery and payment for the Notes being referred to herein as the “Closing Date”). Delivery of one or more global notes representing the Notes will be made to the accounts of the several Underwriters against payment by the several Underwriters of the purchase price therefor to or upon the order of Citibank by one or more wire transfers or checks in Federal (same day) Funds. The global notes to be so delivered will be registered in the name of Cede & Co., as nominee for DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes representing the Notes will be available only under limited circumstances.

SECTION 4. Offering by Underwriters. (a) It is understood that the Underwriters propose to offer the Notes for sale to the public as set forth in the Prospectus.

(b) Each Underwriter agrees that if it is a foreign broker or dealer not eligible for membership in the Financial Industry Regulatory Authority, Inc. (“FINRA”), it will not effect any transaction in the Notes within the United States or induce or attempt to induce the purchase of or sale of the Notes within the United States, except that it will be permitted to make sales to the other Underwriters or to its United States affiliates; provided that such sales are made in compliance with an exemption of certain foreign brokers or dealers under Rule 15a-6 under the Exchange Act, and in conformity with the Rules of Fair Practice of FINRA as such Rules apply to non-FINRA brokers or dealers.

(c) Each Underwriter represents and agrees that: (i) it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000, as amended (the “FSMA”) with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom; and (ii) it has only communicated or caused to be communicated or will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer.

8

(d) In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “relevant member state”), each Underwriter agrees that, with effect from and including the date on which the Prospectus Directive was implemented in that relevant member state (the relevant implementation date), it has not made and will not make an offer of the Notes to the public in that relevant member state other than to any legal entity which is a qualified investor as defined in the Prospectus Directive; provided that no such offer of the Notes shall require the Issuer, Citibank or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of the Notes to the public” in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes, as the expression may be varied in that relevant member state by any measure implementing the Prospectus Directive in that relevant member state, and the expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) and includes any relevant implementing measure in the relevant member state.

(e) Each Underwriter severally but not jointly represents and agrees that it will not at any time transfer, deposit or otherwise convey any Notes into a trust or other type of special purpose vehicle that issues securities or other instruments backed in whole or in part by, or that represents interests in, such Notes without the prior written consent of the Issuer and Citibank.

SECTION 5. Agreements. The Issuer and Citibank, jointly and severally, covenant and agree with the Underwriters that:

(a) Filing of Prospectus. Citibank will file the Prospectus, pursuant to Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Underwriters of such timely filing. Citibank will promptly advise the Representative (i) when the Prospectus has been filed with the Commission pursuant to Rule 424(b) of the Securities Act or when any Rule 462(b) Registration Statement of the Securities Act has been filed with the Commission, (ii) when, prior to the termination of the offering of the Notes, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of or supplement to the Registration Statement or any Rule 462(b) Registration Statement of the Securities Act or the Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice that would prevent its use or the institution or threat of any proceeding for that purpose and (v) of the receipt by Citibank or the Issuer of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. Citibank will not file any amendment of the Registration Statement or supplement to the Prospectus unless a copy has been furnished to the Representative, for review by the Underwriters before such filing if the Underwriters have not yet completed their distribution of the Notes, and after such filing if the Underwriters have completed their

9

distribution of the Notes. Citibank and the Issuer will use their reasonable efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or prevention and, upon such issuance, occurrence or prevention, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or prevention, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable.

(b) Issuer Free Writing Prospectuses. Citibank will file (i) any Issuer Free Writing Prospectuses to the extent required by Rule 433(d) of the Securities Act and (ii) if any Note Rating Agency is expected to issue a rating with respect to the Notes, an Issuer Free Writing Prospectus approved in advance by the Representative in accordance with Rule 433 of the Act that discloses such rating (the “Ratings Issuer Free Writing Prospectus”).

(c) Disclosure Package Untrue Statement. If there occurs an event or development as a result of which the Disclosure Package would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Issuer or Citibank will notify promptly the Representative so that any use of the Disclosure Package may cease until it is amended or supplemented.

(d) Amendments to Prospectus. If, at any time when a Prospectus relating to the Notes is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Securities Act), any event occurs as a result of which such Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement, file a new registration statement or if it is necessary to supplement such Prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, including in connection with use or delivery of the Prospectus, the Issuer and Citibank promptly will prepare and file with the Commission, subject to paragraph (a) of this Section 5, a supplement or new registration statement that will correct such statement or omission or an amendment that will effect such compliance. The Issuer and Citibank will use their best efforts to have any amendment to the Registration Statement or new registration statement declared effective as soon as practicable in order to avoid any disruption in use of the Prospectus.

(e) Earnings Statement. As soon as practicable, and in no case later than 16 months after the Closing Date, Citibank will make generally available to Noteholders and to the Underwriters an earnings statement or statements of the Master Trust that will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act.

(f) Copies of Prospectus. The Issuer will furnish to the Underwriters and counsel to the Underwriters, without charge, conformed copies of the Registration Statement

10

(including exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Securities Act), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus and any supplement thereto as the Underwriters may reasonably request.

(g) Expenses. The Issuer and/or Citibank will pay all expenses incidental to the performance of their obligations under this Agreement, including, without limitation, (i) expenses of preparing, printing and reproducing all documents relating to this offering and the Notes, (ii) any fees charged by any rating agency for the rating of the Notes, (iii) any expenses (including reasonable fees and disbursements of counsel) incurred by the Underwriters in connection with qualification of the Notes for sale under the laws of such jurisdictions as the Underwriters designate, (iv) reasonable fees and expenses of Cravath, Swaine & Moore LLP in its role as special U.S. Federal tax and ERISA counsel for Citibank and the Issuer, (v) any expenses incurred by the Underwriters in connection with listing the Notes on an exchange located in the European Union to be mutually agreed upon between the Representative and the Issuer and identified in the Disclosure Package (the “European Exchange”), (vi) the fees and expenses of the Indenture Trustee, the Master Trust Trustee and the Asset Representations Reviewer and their respective counsel and (vii) the fees and expenses of Citibank’s accountants (it being understood that, except as provided in paragraph (g) and this paragraph (h) and in Sections 7 and 8 hereof, the Underwriters will pay their own expenses, including the expense of preparing, printing and reproducing any agreement among underwriters, the fees and expenses of Cravath, Swaine & Moore LLP in its role as counsel to the Underwriters, any transfer taxes on resale of any of the Notes by them and advertising expenses connected with any offers that the Underwriters may make). The Issuer’s obligation to pay such expenses will be limited to Finance Charge Collections from the Collateral Certificate received by the Issuer after making all required payments and required deposits under the Indenture with respect to the Indenture Trustee’s fees and expenses, principal, interest and reimbursements with respect to the Notes, and payments to Derivative Counterparties.

(h) Each of the Issuer and Citibank agrees that, unless it obtains the prior written consent of the Representative, and each Underwriter, severally and not jointly, agrees with each of the Issuer and Citibank that, unless it has obtained or will obtain, as the case may be, the prior written consent of each of the Issuer and Citibank, it has not made and will not make any offer, relating to the Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Issuer with the Commission or retained by the Issuer under Rule 433 of the Securities Act; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses identified in Schedule II hereto. Any such Free Writing Prospectus consented to by the Representative or the Issuer and Citibank is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Issuer agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

11

(i) Blue Sky. The Issuer will use its best efforts to arrange for the qualification of the Notes for sale under the laws of such jurisdictions as the Underwriters may designate, will maintain such qualifications in effect so long as required for the distribution of the Notes and will arrange for the determination of the legality of the Notes for purchase by institutional investors.

(j) Other Information. For so long as the Notes are outstanding, Citibank and the Issuer will (i) furnish to the Representative as soon as practicable after the end of each fiscal year, all documents required to be distributed to Noteholders and (ii) advise the Representative of the availability, as soon as practicable after filing, of any other information concerning Citibank or the Issuer filed with any government or regulatory authority which is otherwise publicly available.

(k) Ratings. To the extent, if any, that any rating provided with respect to the Notes by any Note Rating Agency is conditional upon the furnishing of documents or information reasonably available to Citibank or the Issuer, Citibank or the Issuer will furnish such documents or information.

SECTION 6. Conditions of Underwriters’ Obligation. The obligation of the Underwriters to purchase and pay for the Notes on the Closing Date will be subject to the accuracy of the representations and warranties of the Issuer and Citibank contained herein as of the Execution Time and the Closing Date, to the accuracy of the statements of the Issuer and Citibank made in any certificates delivered pursuant to the provisions hereof, to the performance by the Issuer and Citibank of their obligations hereunder and to the following additional conditions:

(a) Registration Statement. The Prospectus, and any supplements thereto, have been filed in the manner and within the time period required by Rule 424(b); any material required to be filed by the Issuer pursuant to Rule 433(d) under the Securities Act, will have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433 of the Securities Act; and no stop order suspending the effectiveness of the Registration Statement or any notice that would prevent its use will have been issued and no proceedings for that purpose will have been instituted or threatened.

(b) Officer’s Certificate. Citibank will have delivered to the Underwriters a certificate, dated the Closing Date, signed by its Chairman of the Board, President, Vice Chairman of the Board, Executive Vice President, Senior Vice President, Vice President, principal financial officer, principal accounting officer, treasurer or cashier to the effect that the signer of such certificate has carefully examined the Basic Documents, the

12

Prospectus (and any supplements thereto), the Disclosure Package and the Registration Statement and that:

(i) the representations and warranties of Citibank in this Agreement are true and correct at and as of the Closing Date as if made on and as of the Closing Date (except to the extent they expressly relate to an earlier date, in which case the representations and warranties of Citibank are true and correct as of such earlier date);

(ii) Citibank has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied by it under this Agreement at or before the Closing Date;

(iii) no stop order suspending the effectiveness of the Registration Statement or any notice that would prevent its use has been issued and no proceedings for that purpose have been instituted or, to the knowledge of the signer, threatened;

(iv) since the date of the most recent publicly available financial statements of Citibank, there has been no material adverse change in the condition (financial or otherwise) of Citibank, except as set forth in or contemplated in the Registration Statement, Disclosure Package and the Prospectus; and

(v) since the date of the most recent publicly available financial statements of the Master Trust, there has been no material adverse change in the condition (financial or otherwise) of the Master Trust or in the earnings, business or prospects of Citibank’s credit card business relating to the credit card accounts included in the Master Trust, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Registration Statement, Disclosure Package and the Prospectus.

(c) Issuer’s Certificate. The Issuer will have delivered to the Underwriters a certificate, dated the Closing Date, signed by an Issuer Authorized Officer to the effect that the signer of such certificate has carefully examined the Basic Documents, the Prospectus (and any supplements thereto), the Disclosure Package and the Registration Statement and that:

(i) the representations and warranties of the Issuer in this Agreement are true and correct at and as of the Closing Date as if made on and as of the Closing Date (except to the extent they expressly relate to an earlier date, in which case such representations and warranties of the Issuer are true and correct as of such earlier date);

(ii) the Issuer has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied by it under this Agreement at or before the Closing Date;

13

(iii) no stop order suspending the effectiveness of the Registration Statement or any notice that would prevent its use has been issued and no proceedings for that purpose have been instituted or, to the knowledge of the signer, threatened; and

(iv) since the date of the most recent publicly available financial statements of the Issuer, there has been no material adverse change in the condition (financial or otherwise) of the Issuer, except as set forth in or contemplated in the Registration Statement, Disclosure Package and the Prospectus.

(d) Citibank Opinion. The Underwriters will have received opinions from Davenport, Evans, Hurwitz & Smith, L.L.P., special South Dakota counsel to Citibank, with respect to such matters as are reasonably required by, and in form and substance reasonably satisfactory to, the Representative and its counsel. In rendering such opinions, counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of South Dakota and the United States, to the extent deemed proper and stated in such opinions, upon the opinions of other counsel of good standing believed by such counsel to be reliable and acceptable to the Representative and its counsel, and (B) as to matters of fact, to the extent deemed proper and as stated therein, on certificates of responsible officers of Citibank, the Master Trust, the Issuer and public officials.

(e) Opinion of New York Counsel to the Issuer and Citibank. The Underwriters will have received an opinion of New York counsel to the Issuer and Citibank with respect to such matters as are reasonably required by, and in form and substance reasonably satisfactory to, the Representative and its counsel. In rendering such opinion, counsel may rely (A) as to matters involving the application of laws other than the General Corporation Law of the State of Delaware or laws of any jurisdiction other than the State of New York and the United States, to the extent deemed proper and stated in such opinion, upon the opinion of other counsel of good standing believed by such counsel to be reliable and acceptable to the Representative and its counsel, and (B) as to matters of fact, to the extent deemed proper and as stated therein, on certificates of responsible officers of Citibank, the Master Trust, the Issuer and public officials.

(f) Underwriters’ Counsel’s Opinion. The Underwriters will have received an opinion or opinions of Cravath, Swaine & Moore LLP, special counsel to the Underwriters, with respect to such matters as the Underwriters may reasonably require.

(g) Master Trust Trustee Opinion. The Underwriters will have received an opinion or opinions of Gulkowitz Berger LLP, counsel to the Master Trust Trustee, with respect to such matters as are reasonably required by, and in form and substance reasonably satisfactory to, the Representative and its counsel.

(h) Issuer Delaware Opinion. The Underwriters will have received an opinion of Richards, Layton & Finger P.A., special Delaware counsel to the Issuer, with respect to such matters as are reasonably required by, and in form and substance reasonably satisfactory to, the Representative and its counsel.

14

(i) Issuer Trustee Delaware Opinion. The Underwriters will have received an opinion of Richards, Layton & Finger P.A., counsel to the Issuer Trustee, with respect to such matters as are reasonably required by, and in form and substance reasonably satisfactory to, the Representative and its counsel.

(j) Indenture Trustee Opinion. The Underwriters will have received an opinion or opinions of Gulkowitz Berger LLP, special New York counsel to the Indenture Trustee, with respect to such matters as are reasonably required by, and in form and substance reasonably satisfactory to, the Representative and its counsel.

(k) Federal Tax Disclosure. The Underwriters will have received an opinion of Cravath, Swaine & Moore LLP, special 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.

(l) Master Trust Tax Opinions and Issuer Tax Opinions. The Underwriters will have received the Master Trust Tax Opinions and the Issuer Tax Opinions to the extent required by Section 311 of the Indenture.

(m) Asset Representations Reviewer Opinion. The Underwriters shall have received an opinion of [            ], [            ] counsel to the Asset Representations Reviewer, with respect to such matters as are reasonably required by, and in form and substance reasonably satisfactory to, the Representative and its counsel.

(n) Master Trust UCC Filing. The Underwriters will have received evidence satisfactory to them that Form UCC-1 financing statements have been filed in the offices of the Secretary of State of South Dakota, reflecting the interest of the Master Trust in the Receivables and the proceeds thereof and are in full force and effect.

(o) Issuer UCC Filings. The Underwriters will have received evidence satisfactory to them that Form UCC-1 financing statements have been filed in the offices of the Secretaries of State of Delaware and South Dakota, reflecting the security interest of the Indenture Trustee in the Collateral, and are in full force and effect.

(p) Other Documents. The Underwriters will have received such other information, certificates, opinions and documents as the Underwriters or counsel to the Underwriters may reasonably request.

(q) Accountants’ Letter. At or before the Pricing Time and at or before the Closing Date, Citibank’s independent public accountants will have furnished to the

15

Underwriters letters, in form and substance satisfactory to the Underwriters and counsel to the Underwriters, confirming that they are certified independent public accountants and stating in effect that (i) they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Issuer and Citibank) set forth or incorporated in the Preliminary Prospectus, in the Registration Statement and in the Prospectus agrees with the accounting records of the Issuer and Citibank, excluding any questions of legal interpretation, and (ii) when directed to do so by Citibank, they have performed certain specified procedures with respect to the computer programs used to select the Eligible Accounts.

(r) Ratings. If the applicable Ratings Issuer Free Writing Prospectus sets forth any requirements as to the ratings of the Notes, the Representative shall have received evidence satisfactory to it that such requirements have been met.

(s) No Adverse Change. After the respective dates as of which information is given in the Registration Statement, Disclosure Package and the Prospectus, there will not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Issuer, Citibank or Citigroup Inc. the effect of which, in any case referred to above, is, in the judgment of the Underwriters (after consultation with Citibank), so material and adverse as to make it impractical or inadvisable to proceed with the offering or the delivery of the Notes as contemplated by the Registration Statement, Disclosure Package and the Prospectus.

(t) Listing on Exchange. The Issuer and Citibank will have used their best efforts to cause the Notes to be approved for listing on the European Exchange, if applicable, as soon as practicable after the Closing Date.

(u) Subordinated Amount. At the time of issuance of the Notes, the Required Subordinated Amount of Notes, as defined in the Indenture, will be Outstanding.

All letters and opinions to be delivered to the Underwriters will be addressed to the Representative.

If any of the conditions specified in this Section 6 has not been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions or certificates mentioned above or elsewhere in this Agreement is not in all material respects reasonably satisfactory in form and substance to the Underwriters and counsel to the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time before, the Closing Date by the Underwriters. Notice of such cancellation will be given to the Issuer and Citibank in writing or by telephone or telegraph confirmed in writing.

SECTION 7. Reimbursement of Expenses. If the sale of the Notes provided for herein is not consummated because any condition to obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any refusal, inability or failure on the part of Citibank or the Issuer to perform any agreement

16

herein or to comply with any provision hereof other than by reason of a default by the Underwriters, Citibank and the Issuer, jointly and severally, will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that will have been incurred by the Underwriters in connection with the proposed purchase and sale of the Notes. The Issuer’s obligation to reimburse the Underwriters will be limited to Finance Charge Collections from the Collateral Certificate received by the Issuer after making all required payments and required deposits under the Indenture with respect to the Indenture Trustee’s fees and expenses, principal, interest and reimbursements with respect to the Notes, and payments to Derivative Counterparties.

SECTION 8. Indemnification and Contribution.

(a) The Issuer and Citibank, jointly and severally, agree to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of the Securities Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Notes as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or the pricing information on Schedule III, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agree to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, that the Issuer and Citibank will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Issuer or Citibank by or on behalf of any Underwriter specifically for use in connection with the preparation thereof. The Issuer’s obligation to indemnify the Underwriters will be limited to Finance Charge Collections from the Collateral Certificate received by the Issuer after making all required payments and required deposits under the Indenture with respect to the Indenture Trustee’s fees and expenses, principal, interest and reimbursements with respect to the Notes, and payments to Derivative Counterparties. This indemnity agreement will be in addition to any liability which the Issuer or Citibank may otherwise have.

(b) Each Underwriter, severally, agrees to indemnify and hold harmless the Issuer, Citibank, each of its directors, each of the officers who signs the Registration Statement, and each person who controls the Issuer or Citibank within the meaning of the Securities Act, to the same extent as the foregoing indemnities from the Issuer and Citibank to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Issuer or Citibank by or on behalf of such Underwriter specifically for use in the preparation of the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Issuer and Citibank acknowledge that the statements relating to the Underwriters and this Agreement set forth in the

17

second sentence under the heading “Risk Factors—Your ability to resell notes may be limited”, the statements in the first paragraph (including the information in the table), and the second, third, sixth, seventh, eighth and tenth paragraphs under the heading “Underwriting” and the statements under the subheading “Offering Restrictions” under the heading “Underwriting” in the Preliminary Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of any Underwriter for inclusion in any Issuer Free Writing Prospectus, Preliminary Prospectus or the Prospectus, and each Underwriter confirms that such statements are correct.

(c) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 8. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled, jointly with any other indemnifying party similarly notified, to appoint counsel satisfactory to such indemnified party to represent the indemnified party in such action; provided, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties will have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to appoint counsel to defend such action and approval by the indemnified party of such counsel, the indemnifying party will not be liable to such indemnified party under this Section 8 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party has employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party will not be liable for the expenses of more than one separate counsel, approved by the Underwriters in the case of paragraph (a) of this Section 8, representing the indemnified parties under such paragraph (a) who are parties to such action), (ii) the indemnifying party has not employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability will be only in respect of the counsel referred to in such clause (i) or (iii).

(d) To provide for just and equitable contribution in circumstances in which the indemnification provided for in paragraph (a) of this Section 8 is due in accordance with its terms but is for any reason held by a court to be unavailable on grounds of policy or otherwise, the Issuer and Citibank, on the one hand, and the Underwriters, on the other, will contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) to which the Issuer, Citibank and the Underwriters may be subject in such proportion so that the Underwriters will be responsible for that portion represented by the percentage that the underwriting discount

18

appearing on the cover page of the Prospectus bears to the public offering price appearing thereon and the Issuer and Citibank will be jointly and severally responsible for the balance; provided, that (i) in no case will any Underwriter (except as may be provided in the agreement among underwriters relating to the offering of the Notes) be responsible for any amount in excess of the underwriting discount applicable to the Notes purchased by such Underwriter hereunder and (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person who controls any Underwriter within the meaning of the Securities Act will have the same rights to contribution as such Underwriter, and each person who controls the Issuer or Citibank within the meaning of the Securities Act, each officer of the Issuer or Citibank who has signed the Registration Statement and each director of Citibank will have the same rights to contribution as the Issuer and Citibank, as the case may be, subject in each case to clauses (i) and (ii) of this paragraph (d). Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against any other party or parties under this paragraph (d), notify such party or parties from whom contribution may be sought, but the omission to so notify such party or parties will not relieve the party or parties from whom contribution may be sought from any other obligation it or they may have hereunder or otherwise than under this paragraph (d).

SECTION 9. Termination. This Agreement will be subject to termination in the absolute discretion of the Underwriters, by notice given to the Issuer and Citibank before delivery of and payment for the Notes, if before such time (i) trading in securities generally on the New York or, if applicable, the European Exchange will have been suspended or limited, (ii) a banking moratorium will have been declared by Federal, New York, or South Dakota state authorities or (iii) there will have occurred any outbreak or material escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States of America, Japan or Europe is such as to make it, in the judgment of the Underwriters, impractical or inadvisable to market the Notes.

SECTION 10. Representations and Indemnities To Survive. The respective agreements, representations, warranties, indemnities and other statements of the Issuer, Citibank or the officers of each of them and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Underwriters or the Issuer, Citibank or any of the officers, directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Notes. The provisions of Sections 7 and 8 hereof will survive the termination or cancellation of this Agreement.

SECTION 11. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed to them c/o [Name and Address of Representative], Attention of [●] and, if sent to the Issuer or Citibank, will be mailed, delivered or telegraphed and confirmed to them at One Court Square, 45th Floor, Long Island City, New York 11120, attention of Capital Markets and Corporate Reporting Legal Department.

19

SECTION 12. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York. This Agreement supersedes all prior agreements and understandings relating to the subject matter hereof.

SECTION 13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder.

SECTION 14. No Fiduciary Duty. The Issuer and Citibank hereby acknowledge that (a) the purchase and sale of the Notes pursuant to this Agreement is an arm’s-length commercial transaction between the Issuer and Citibank, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Issuer and Citibank and (c) the Issuer and Citibank’s engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Issuer and Citibank agree that they are solely responsible for making their own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Issuer or Citibank on related or other matters). The Issuer and Citibank agree that they will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Issuer or Citibank, in connection with such transaction or the process leading thereto.

SECTION 15. Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuer, Citibank and the Underwriters, or any of them, with respect to the subject matter hereof.

SECTION 16. No Waiver; Headings. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought. The headings in this Agreement are for purposes of reference only and will not limit or otherwise affect the meaning hereof.

SECTION 17. Default by an Underwriter. If any one or more Underwriters fail to purchase and pay for any of the Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase constitutes a default in the performance of its or their obligations under this Agreement, the remaining Underwriters will be obligated severally to take up and pay for (in the respective proportions which the amount of Notes set forth opposite their names in Schedule I hereto bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, that if the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 10% of the aggregate principal amount of Notes set forth in Schedule I hereto, the remaining Underwriters will have the right to purchase all, but will not be under any obligation to purchase any, of the Notes, and if such nondefaulting Underwriters do not purchase all the Notes, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer or Citibank. In the event of a default by any Underwriter as set forth in this Section 17,

20

the Closing Date will be postponed for such period, not exceeding seven days, as the Underwriters determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement will relieve any defaulting Underwriter of its liability, if any, to the Issuer, Citibank and any nondefaulting Underwriter for damages occasioned by its default hereunder.

SECTION 18. Representations of Underwriters.

(a) The Representative will act for the several Underwriters in connection with this financing, and any action under this Agreement taken by the Representative will be binding upon all the Underwriters.

(b) Each Underwriter, severally, represents that it has not and covenants that it will not provide any oral or written Rating Information (as defined below) to a Note Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), unless a designated representative from Citibank participated in or participates in such communication; provided, however, that if an Underwriter received or receives an oral communication from a Note Rating Agency, such Underwriter was and is authorized to inform such Note Rating Agency that it will respond to the oral communication with a designated representative from Citibank or refer such Note Rating Agency to Citibank, who will respond to such oral communication. For purposes of this paragraph, “Rating Information” means any information provided for the purpose of determining the initial credit rating for the Notes or undertaking credit rating surveillance on the Notes (as contemplated by paragraph (a)(3)(iii)(C) of Rule 17g-5) including, but not limited to, information about the characteristics and performance of the Receivables.

SECTION 19. No Personal Liability of Issuer Trustee. The obligations of the Issuer under this Agreement are not personal obligations of the Issuer Trustee and, consequently, the Issuer Trustee does not have any personal liability for any amounts required to be paid by the Issuer under this Agreement.

SECTION 20. No Petition. Each Underwriter agrees that it will not, before the date that is one year and one day after the date on which all notes or securities issued by the Issuer have been paid in full, acquiesce, petition or otherwise invoke or cause the Issuer to invoke the process of any governmental authority for the purpose of commencing or sustaining a case against the Issuer under any Federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or any substantial part of its property or ordering the winding-up or liquidation of the Issuer.

21

If you are in agreement with the foregoing, please sign two counterparts hereof and return one to each of Citibank and the Issuer, whereupon this letter and your acceptance will become a binding agreement among Citibank, the Issuer and the several Underwriters.

Very truly yours,

CITIBANK, N.A.,

by

Name:

Title:

CITIBANK CREDIT CARD ISSUANCE TRUST,

by Citibank, N. A., as Managing Beneficiary

by

Name:

Title:

ACCEPTED AND AGREED:

[NAME OF REPRESENTATIVE],

by

Name:

Title:

For itself and the other several Underwriters named in

Schedule I to the foregoing Agreement.

SCHEDULE I

Underwriter	Principal Amount of Notes
[●]	$	[●]
[●]		[●]
[●]		[●]
[●]		[●]
[●]		[●]
Total	$	[●]

23

SCHEDULE II

The Ratings Issuer Free Writing Prospectus [and the Issuer Free Writing Prospectus] filed with the Securities and Exchange Commission on [Date], 201[●] [and [Date], 201[●]].

24

SCHEDULE III

Pricing Information

$[●] [[●]%] [Floating Rate] Class 201[●]-[A][B][C] Notes of [Month] [Year]
Principal Amount:	$[●]
Interest Rate:	[[●]% per annum] [[●]-month LIBOR plus [●]% per annum (for the initial interest period LIBOR will be interpolated between [●] and [●]-month LIBOR)]
Expected Issuance Date:	[Date], 201[●]
Price to Public:	$[●] (or [●]%) [, plus interest accrued from [Date], 201[ ●] to the Closing Date]. [This language is to be included when a Class of Notes is reopened.]
Underwriting Discount:	$[●] (or [●]%)
Proceeds to issuer:	$[●] (or [●]%) [, plus interest accrued from [Date], 201[●] to the Closing Date]. [This language is to be included when a Class of Notes is reopened.]
Underwriters and allocations:	[●], $[●] [●], $[●] [●], $[●] [●], $[●]
Underwriters’ Concession:	[●]%
Reallowance Concession:	[●]%

25

EX-4.1

EXHIBIT 4.1

FORM OF SECOND AMENDED AND RESTATED INDENTURE

dated as of September 26, 2000,

As Amended and Restated as of August 9, 2011

As Further Amended and Restated as of                  , 2016

between

CITIBANK CREDIT CARD ISSUANCE TRUST,

as Issuer,

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee

TABLE OF CONTENTS

		Page
RECITALS OF THE ISSUER			1
GRANTING CLAUSE			1
AGREEMENTS OF THE PARTIES			2
LIMITED RECOURSE			2
ARTICLE I Definitions and Other Provisions of General Application			3
SECTION 101.	Definitions		3
SECTION 102.	Compliance Certificates and Opinions		25
SECTION 103.	Form of Documents Delivered to Trustee		26
SECTION 104.	Acts of Noteholders		26
SECTION 105.	Notices, etc., to Trustee and Issuer		27
SECTION 106.	Notices to Noteholders; Waiver		27
SECTION 107.	Conflict with Trust Indenture Act		28
SECTION 108.	Effect of Headings and Table of Contents		28
SECTION 109.	Successors and Assigns		28
SECTION 110.	Separability Clause		28
SECTION 111.	Benefits of Indenture		28
SECTION 112.	Governing Law		28
SECTION 113.	Counterparts		29
SECTION 114.	Interest Period Convention		29
SECTION 115.	Indenture Referred to in the Trust Agreement		29
ARTICLE II Note Forms			29
SECTION 201.	Forms Generally		29
SECTION 202.	Forms of Notes		29
SECTION 203.	Form of Trustee’s Certificate of Authentication		29
SECTION 204.	Notes Issuable in the Form of a Global Note		30
SECTION 205.	Temporary Global Notes and Permanent Global Notes		32
SECTION 206.	Beneficial Ownership of Global Notes		34
SECTION 207.	Notices to Depository		34
ARTICLE III The Notes			34
SECTION 301.	General Title; General Limitations; Issuable in Series; Terms of a Series, Class or Tranche		34
SECTION 302.	Denominations		38
SECTION 303.	Execution, Authentication and Delivery and Dating		38
SECTION 304.	Temporary Notes		38
SECTION 305.	Registration, Transfer and Exchange		39
SECTION 306.	Mutilated, Destroyed, Lost and Stolen Notes		41
SECTION 307.	Payment of Interest; Interest Rights Preserved		41
SECTION 308.	Persons Deemed Owners		41

-i-

SECTION 309.	Cancellation	42
SECTION 310.	Computation of Interest	42
SECTION 311.	New Issuances of Notes	42
SECTION 312.	Specification of Required Subordinated Amount and other Terms with Respect to each Class of a Multiple Issuance Series	44
SECTION 313.	Required Subordinated Amount Conditions to Issuance of Notes of a Tranche of a Senior Class of a Multiple Issuance Series	45
ARTICLE IV Accounts and Investments		47
SECTION 401.	Collections	47
SECTION 402.	Accounts	47
SECTION 403.	Investment of Funds in the Accounts	48
SECTION 404.	Excess Funds in the Interest Funding sub-Accounts or Principal Funding sub-Accounts	50
ARTICLE V Allocations, Deposits and Payments		50
SECTION 501.	Allocations of Finance Charge Collections	50
SECTION 502.	Allocations of Principal Collections	51
SECTION 503.	Targeted Deposits of Finance Charge Collections to the Interest Funding Account	52
SECTION 504.	Payments Received from Derivative Counterparties for Interest; Other Deposits to the Interest Funding Account	54
SECTION 505.	Allocation of Deposits to Interest Funding sub-Accounts	54
SECTION 506.	Deposit of Principal Funding sub-Account Earnings in Interest Funding sub-Accounts; Principal Funding sub-Account Earnings Shortfall	55
SECTION 507.	Withdrawals from Interest Funding Account	56
SECTION 508.	Targeted Deposits of Principal Collections to the Principal Funding Account	57
SECTION 509.	Payments Received from Derivative Counterparties for Principal; Other Deposits to Principal Funding Accounts	60
SECTION 510.	Reallocations of Funds on Deposit in the Principal Funding sub-Accounts	60
SECTION 511.	Withdrawals from Principal Funding Account	62
SECTION 512.	Limit on Reallocations of Principal Collections and Receivables Sales Proceeds Deposit Amounts Taken to Benefit Senior Classes of Single Issuance Series	63
SECTION 513.	Limit on Reallocations of Principal Collections and Receivables Sales Proceeds Deposit Amounts Taken to Benefit Senior Classes of Multiple Issuance Series	64
SECTION 514.	Computation of Amount of Reallocations of Principal Collections and Receivables Sales Proceeds Deposit Amounts Taken from Subordinated Classes; Allocations of Reductions to the Nominal Liquidation Amount of Subordinated Classes from Reallocations of Principal Collections and Receivables Sales Proceeds Deposit Amounts	68

-ii-

SECTION 515.	Limit on Repayments of Subordinated Classes of Single Issuance Series	70
SECTION 516.	Limit on Repayments of Subordinated Classes of Multiple Issuance Series	70
SECTION 517.	Limit on Repayments of all Tranches	73
SECTION 518.	Targeted Deposits to the Class C Reserve Account	73
SECTION 519.	Withdrawals from the Class C Reserve Account	73
SECTION 520.	Reinvestment in the Collateral Certificate	74
SECTION 521.	Final Payment	74
SECTION 522.	Timing of Deposits	75
SECTION 523.	Sale of Receivables	75
SECTION 524.	Netting of Deposits and Payments	78
SECTION 525.	Pro Rata Payments within a Tranche	78
SECTION 526.	Allocations of Reductions from Investor Charge-Offs to the Nominal Liquidation Amount or Receivables Sales Proceeds Amount of Subordinated Classes	78
SECTION 527.	Allocations of Reimbursements of Reductions in the Nominal Liquidation Amount or Receivables Sales Proceeds Deposit Deficits	80
SECTION 528.	Order of Giving Effect to Reductions and Reimbursements of Nominal Liquidation Amount	82
ARTICLE VI Satisfaction and Discharge; Cancellation of Notes Held by the Issuer or the Banks		83
SECTION 601.	Satisfaction and Discharge of Indenture	83
SECTION 602.	Application of Trust Money	83
SECTION 603.	Cancellation of Notes Held by the Issuer or the Banks	83
ARTICLE VII Remedies		84
SECTION 701.	Events of Default	84
SECTION 702.	Acceleration of Maturity; Rescission and Annulment	85
SECTION 703.	Collection of Indebtedness and Suits for Enforcement by Trustee	86
SECTION 704.	Trustee May File Proofs of Claim	87
SECTION 705.	Trustee May Enforce Claims Without Possession of Notes	87
SECTION 706.	Application of Money Collected	88
SECTION 707.	Trustee May Elect to Hold the Collateral Certificate	88
SECTION 708.	Sale of Receivables for Accelerated Notes	88
SECTION 709.	Noteholders Have the Right to Direct the Time, Method and Place of Conducting Any Proceeding for Any Remedy Available to the Trustee	88
SECTION 710.	Limitation on Suits	88
SECTION 711.	Unconditional Right of Noteholders to Receive Principal and Interest; Limited Recourse	89

-iii-

SECTION 712.	Restoration of Rights and Remedies	89
SECTION 713.	Rights and Remedies Cumulative	89
SECTION 714.	Delay or Omission Not Waiver	89
SECTION 715.	Control by Noteholders	90
SECTION 716.	Waiver of Past Defaults	90
SECTION 717.	Undertaking for Costs	90
SECTION 718.	Waiver of Stay or Extension Laws	91
ARTICLE VIII The Trustee		91
SECTION 801.	Certain Duties and Responsibilities	91
SECTION 802.	Notice of Defaults	92
SECTION 803.	Certain Rights of Trustee	92
SECTION 804.	Not Responsible for Recitals or Issuance of Notes	93
SECTION 805.	May Hold Notes	93
SECTION 806.	Money Held in Trust	93
SECTION 807.	Compensation and Reimbursement, Limit on Compensation, Reimbursement and Indemnity	93
SECTION 808.	Disqualification; Conflicting Interests	94
SECTION 809.	Corporate Trustee Required; Eligibility	94
SECTION 810.	Resignation and Removal; Appointment of Successor	95
SECTION 811.	Acceptance of Appointment by Successor	96
SECTION 812.	Merger, Conversion, Consolidation or Succession to Business	97
SECTION 813.	Preferential Collection of Claims Against Issuer	97
SECTION 814.	Appointment of Authenticating Agent	97
SECTION 815.	Tax Returns	99
ARTICLE IX Noteholders’ Meetings, Lists, Reports by Trustee, Issuer and Managing Beneficiary		100
SECTION 901.	Issuer To Furnish Trustee Names and Addresses of Noteholders	100
SECTION 902.	Preservation of Information; Communications to Noteholders	100
SECTION 903.	Reports by Trustee	101
SECTION 904.	Meetings of Noteholders; Amendments and Waivers	102
SECTION 905.	Reports by Issuer to the Commission	103
SECTION 906.	Reports by Trustee	103
SECTION 907.	Monthly Issuer’s Report	103
SECTION 908.	Payment Request to Master Trust	103
SECTION 909.	Monthly Computation Statement	103
ARTICLE X Supplemental Indentures; Amendments to the Pooling and Servicing Agreement and Amendments to the Trust Agreement		104
SECTION 1001.	Supplemental Indentures Without Consent of Noteholders	104
SECTION 1002.	Supplemental Indentures with Consent of Noteholders	105
SECTION 1003.	Execution of Supplemental Indentures	107
SECTION 1004.	Effect of Supplemental Indentures	107

-iv-

SECTION 1005.	Conformity with Trust Indenture Act	107
SECTION 1006.	Reference in Notes to Supplemental Indentures	107
SECTION 1007.	Amendments to the Pooling and Servicing Agreement; Amendments to the Asset Representations Review Agreement; Treatment of Noteholders and Note Owners	107
SECTION 1008.	Amendments to the Trust Agreement	108
SECTION 1009.	Notice	108
ARTICLE XI Representations, Warranties and Covenants of Issuer		109
SECTION 1101.	Payment of Principal and Interest	109
SECTION 1102.	Maintenance of Office or Agency	109
SECTION 1103.	Money for Note Payments to be Held in Trust	109
SECTION 1104.	Statement as to Compliance	111
SECTION 1105.	Legal Existence	111
SECTION 1106.	Further Instruments and Acts	111
SECTION 1107.	Compliance with Laws	111
SECTION 1108.	Notice of Events of Default	111
SECTION 1109.	Certain Negative Covenants	111
SECTION 1110.	No Other Business	112
SECTION 1111.	No Borrowing	112
SECTION 1112.	Excluded Series	112
SECTION 1113.	Rule 144A Information	112
ARTICLE XII Early Redemption of Notes		112
SECTION 1201.	Applicability of Article	112
SECTION 1202.	Optional Repurchase	114
SECTION 1203.	Notice	114
ARTICLE XIII Collateral		115
SECTION 1301.	Recording, Etc.	115
SECTION 1302.	Trust Indenture Act Requirements	117
SECTION 1303.	Suits To Protect the Collateral	117
SECTION 1304.	Purchaser Protected	117
SECTION 1305.	Powers Exercisable by Receiver or Trustee	117
SECTION 1306.	Determinations Relating to Collateral	118
SECTION 1307.	Release of Collateral	118
SECTION 1308.	Certain Actions by Trustee	118
SECTION 1309.	Opinions as to Collateral	118
SECTION 1310.	Delegation of Duties	119
SECTION 1311.	Additional Representations Concerning Collateral	119
ARTICLE XIV Miscellaneous		120
SECTION 1401.	No Petition	120
SECTION 1402.	Trust Obligations	120

-v-

SECTION 1403.	Limitations on Liability	120
SECTION 1404.	Notes Treated as Debt	121
SECTION 1405.	Actions Taken by the Issuer	121
SECTION 1406.	Derivative Counterparty as Third-Party Beneficiary	121

Annex I	Threshold Conditions
Exhibit A	Form of Payment Request
Exhibit B	Form of Monthly Computation Statement
Exhibit C	Form of Issuer’s Report
Exhibit D	Form of Investment Letter
Exhibit E-1	Form of Certificate of Foreign Clearing Agency
Exhibit E-2	Form of Alternate Certificate to be Delivered to Foreign Clearing Agency

-vi-

RECONCILIATION AND TIE BETWEEN TRUST INDENTURE

ACT OF 1939 AND INDENTURE PROVISIONS*

Trust Indenture Act Section	Indenture Section
310(a)(1)	809
(a)(2)	809
(a)(3	Not Applicable
(a)(4)	Not Applicable
(a)(5)	809
(b)	808, 810(d)(i)
(c)	Not Applicable
311(a)	813
(b)	813
(c)	Not Applicable
312(a)	901, 902(a)
(b)	902(b)
(c)	902(c)
313(a)	903
(b)	903(c)
(c)	903, 903(c)
(d)	905
314(a)	905, 1104
(b)	1309
(c)(1)	102, 601(c), 1307
(c)(2)	102, 601(c), 1307
(c)(3)	102, 601(c), 1307
(d)(1)	1302
(d)(2)	Not Applicable
(d)(3)	Not Applicable
(c)	102
315(a)	801(a), 801(b)
(b)	802
(c)	801(c)
(d)	801(d)
(d)(1)	801(d)(i)
(d)(2)	801(d)(ii)
(d)(3)	801(d)(iii)
(c)	717
316(a)(1)(A)	709
316(a)(1)(B)	716
316(a)(2)	Not Applicable
316(b)	711
316(c)	Not Applicable
317(a)(1)	703, 705
317(a)(2)	704
317(b)	1103
318(a)	107

^*This reconciliation and tie shall not, for any purpose be part of the within indenture.

-vii-

SECOND AMENDED AND RESTATED INDENTURE, dated as of September 26, 2000, as amended and restated as of August 9, 2011, and as further amended and restated as of                  , 2016 between CITIBANK CREDIT CARD ISSUANCE TRUST, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly known as Bankers Trust Company), a New York banking corporation (the “Trustee”).

RECITALS OF THE ISSUER

The Issuer and the Trustee are parties to that certain Indenture, dated as of September 26, 2000, as amended by Amendment No. 1 thereto dated as of November 14, 2001, as the same was amended and restated as of August 9, 2011 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Prior Indenture”).

The Issuer and the Trustee have agreed to amend and restate the Prior Indenture in its entirety as set forth below.

The Issuer has duly authorized the execution and delivery of this Second Amended and Restated Indenture to provide for the issuance of its notes to be issued in one or more fully registered series, classes or tranches.

All things necessary to make this Second Amended and Restated Indenture a valid and legally binding agreement of the Issuer, in accordance with its terms, have been done.

In consideration of the premises and the mutual agreements herein contained, and for other good and valuable consideration, the parties hereby amend and restate the Prior Indenture in its entirety as follows:

GRANTING CLAUSE

To secure the Issuer’s obligations under the Notes, the Issuer hereby grants to (a) the Trustee, for the benefit and security of the Noteholders, (b) each counterparty to a Derivative Agreement entered into in connection with the issuance of a tranche of Notes that expressly states it is entitled to the benefit of the Collateral, subject to Section 1303, and (c) the Trustee, in its individual capacity (collectively, the “Secured Parties”), a Security Interest in all of its right, title and interest, whether now owned or hereafter acquired, in and to:

(i) the Collateral Certificate;

(ii) the Collection Account;

(iii) the Principal Funding Account;

(iv) the Interest Funding Account;

(v) the Class C Reserve Account;

(vi) any Supplemental Account;

(vii) all sub-accounts in the Principal Funding Account, the Interest Funding Account, the Class C Reserve Account and any Supplemental Account;

(viii) all securities, securities entitlements, investments, money and other property held in or through the Collection Account, the Principal Funding Account, the Interest Funding Account, the Class C Reserve Account, any Supplemental Account or any sub-account thereof;

(ix) all rights, benefits and powers under any Derivative Agreement relating to any tranche of Notes;

(x) all interest, principal, payments or distributions of any nature or type on any of the above;

(xi) all rights of enforcement against any of the representations and warranties made by the Beneficiaries pursuant to Section 3.01 of the Trust Agreement; and

(xii) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing.

The collateral described above is referred to as the “Collateral”. The Security Interest in the Collateral is granted to secure the Notes (and, to the extent specified in the applicable terms document or Derivative Agreement, the obligations under any applicable Derivative Agreements) equally and ratably without prejudice, priority or distinction, except as otherwise expressly provided in this Indenture, or in the Issuer Certificate or supplemental indenture which establishes any tranche of Notes, between any Note and any other Note by reason of difference in time of issuance or otherwise, and to secure (i) the payment of all amounts due on such Notes (and, to the extent so specified, the obligations under any Derivative Agreements) in accordance with their terms, (ii) the payment of all other sums payable under this Indenture and (iii) compliance with the provisions of this Indenture, all as provided in this Indenture.

The Trustee acknowledges the grant of such Security Interest, and accepts the Collateral in trust hereunder in accordance with the provisions hereof and agrees to perform the duties herein to the end that the interests of the Noteholders may be adequately and effectively protected.

Particular Notes and Derivative Agreements will benefit from the Security Interest to the extent (and only to the extent) proceeds and distributions on the Collateral are allocated for their benefit pursuant to this Indenture and the applicable terms document.

AGREEMENTS OF THE PARTIES

To set forth or to provide for the establishment of the terms and conditions upon which the Notes are and are to be authenticated, issued and delivered, and in consideration of the premises and the purchase of Notes by the Holders thereof, it is mutually covenanted and agreed as follows, for the equal and proportionate benefit of all Holders of the Notes or of a series, class or tranche thereof, as the case may be:

LIMITED RECOURSE

The obligation of the Issuer to make payments of principal, interest and other amounts on the Notes and to make payments on Derivative Agreements is limited in recourse as set forth in Section 711.

2

ARTICLE I

Definitions and Other Provisions

of General Application

SECTION 101. Definitions. For all purposes of this Indenture and of any supplemental indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular;

(2) all other terms used herein which are defined in the Trust Indenture Act or by Commission rule under the Trust Indenture Act or in the Series 2000 Supplement, either directly or by reference therein, have the meanings assigned to them therein;

(3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder means such accounting principles as are generally accepted in the United States of America at the date of such computation;

(4) all references in this Indenture to designated “Articles”, “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this Indenture as originally executed. The words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and

(5) “including” and words of similar import will be deemed to be followed by “without limitation”.

“Absolute Ownership” means, with respect to any Receivables, an absolute fee interest in specific Receivables, whether or not the Servicer of the Master Trust acts as servicer with respect to such Receivables.

“Accounts” means, collectively, the Collection Account, the Interest Funding Account, the Principal Funding Account, the Class C Reserve Account, and any Supplemental Account.

“Act”, when used with respect to any Noteholder, is defined in Section 104(a).

“action”, when used with respect to any Noteholder, is defined in Section 104(a).

3

“Adjusted Outstanding Dollar Principal Amount” means at any time with respect to any tranche of Notes, the Outstanding Dollar Principal Amount of all Outstanding Notes of such tranche at such time, less any funds on deposit in the Principal Funding sub-Account for such tranche at such time and not yet paid to the Holders of the Notes of such tranche.

“Adjustment Ratio” means, with respect to any tranche of Notes as of any date, the ratio, expressed as a decimal, of the Adjusted Outstanding Dollar Principal Amount of such tranche as of such date, to the Outstanding Dollar Principal Amount of such tranche as of such date.

“Adverse Effect” means, whenever used in this Indenture with respect to any tranche of Notes with respect to any action, that such action will (a) at the time of its occurrence or at any future date result in the occurrence of an Early Redemption Event or Event of Default, (b) adversely affect the amount of funds available to be distributed to the Noteholders of any series pursuant to this Indenture or the timing of such distributions, or (c) adversely affect the Security Interest of the Secured Parties in the Collateral.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Allocable Miscellaneous Payments” is defined in the Series 2000 Supplement.

“Amortizing Undivided Interest” means an Undivided Interest with respect to which the purchaser has the right to receive all collections with respect to any Principal Receivables and Finance Charge Receivables, in each case in which such purchaser has its Undivided Interest.

“applicable investment category” means with respect to any investment for an Account relating to a tranche of Class A Notes, Class B Notes or Class C Notes, the following ratings:

	Standard & Poor’s	Moody’s	Fitch
Class A Notes	A-1+ or AAA	P-1 or Aaa	F-1+ or AAA
Class B Notes	A or higher	A2 or higher	A or higher
Class C Notes	BBB or higher	Baa2 or higher	BBB or higher

Notwithstanding the foregoing, if funds on deposit in an Account are for the benefit of more than one class of Notes, the rating required for any investment of those funds will be the rating applicable to the most senior class.

“Asset Representations Review Agreement” is defined in the Pooling and Servicing Agreement.

“Asset Representations Reviewer” is defined in the Pooling and Servicing Agreement.

“Authenticating Agent” means any Person authorized by the Trustee to authenticate Notes under Section 814.

4

“Available Investor Principal Collections” is defined in the Series 2000 Supplement.

“Banks” means Citibank and any Person that becomes both a Seller and a Beneficiary after the date of this Indenture.

“Beneficiaries” is defined in the Trust Agreement.

“Business Day” unless otherwise specified in the terms document for any tranche of Notes, means any day other than (a) a Saturday or Sunday or (b) any other day on which national banking associations or state banking institutions in New York, New York or South Dakota, or any other state in which the principal executive offices of any Additional Seller (as defined in the Pooling and Servicing Agreement) are located, are authorized or obligated by law, executive order or governmental decree to be closed.

“Citibank” means Citibank, N.A.

“class” means, with respect to any Note, the class specified in the applicable terms document. Notes of a single class of a series will rank equally with respect to payment of principal and interest, but, in the case of a Multiple Issuance Series, may differ with respect to interest rates, maturity or other terms.

“Class A Note” means a Note specified in the applicable terms document as belonging to Class A.

“Class A Required Subordinated Amount” means, with respect to any tranche of Class A Notes of a Multiple Issuance Series, a Dollar amount of Class B Notes or Class C Notes, as the case may be, as specified in Section 312(a) or in the applicable terms document for such tranche of Class A Notes, or as changed from time to time pursuant to Section 312(b).

“Class A Usage of Class B Required Subordinated Amount” is defined in Section 513(b).

“Class A Usage of Class C Required Subordinated Amount” is defined in Section 513(a).

“Class B Note” means a Note specified in the applicable terms document as belonging to Class B.

“Class B Required Subordinated Amount” means, with respect to any tranche of Class B Notes of a Multiple Issuance Series, a Dollar amount of Class C Notes as specified in Section 312(a) or in the applicable terms document for such tranche of Class B Notes, or as changed from time to time pursuant to Section 312(b).

“Class B Usage of Class C Required Subordinated Amount” is defined in Section 513(c).

5

“Class C Note” means a Note specified in the applicable terms document as belonging to Class C.

“Class C Reserve Account” means the trust account designated as such and established pursuant to Section 402(a).

“Collateral” is defined in the Granting Clause.

“Collateral Certificate” means the Series 2000 Certificate, issued pursuant to the Pooling and Servicing Agreement and the Series 2000 Supplement, as amended, supplemented, restated or otherwise modified from time to time.

“Collection Account” is defined in Section 402(a).

“Collections” is defined in Section 401.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act, or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such date.

“Controlled Accumulation Amount” means, with respect to any tranche of Notes, the amount specified in the applicable terms document for computing the deposits targeted by Section 508(b).

“Conversion Date” is defined in Section 523(d)(ii).

“Corporate Trust Office” means the principal office of the Trustee in New York, New York at which at any particular time its corporate trust business will be principally administered, which office at the date hereof is located at 60 Wall Street, New York, New York 10005, Attention: Global Securities Services—Structured Finance Services.

“Defaulted Amount” is defined in the Pooling and Servicing Agreement.

“Depository” means a U.S. Depository or a Foreign Depository, as the case may be.

“Derivative Agreement” means any currency, interest rate or other swap, cap, collar, guaranteed investment contract or other derivative agreement.

“Derivative Counterparty” means any party to any Derivative Agreement other than the Issuer or the Trustee.

“Discount Note” means a Note that provides for an amount less than the stated principal amount thereof to be due and payable upon the occurrence of an Early Redemption Event or other optional or mandatory redemption or the occurrence of an Event of Default and the acceleration of such Note, in each case before the Expected Principal Payment Date of the applicable Note.

“Dollar” means (a) United States dollars, or (b) denominated in United States dollars.

“Due Period” is defined in the Pooling and Servicing Agreement.

6

“Early Redemption Event” is defined in Section 1201.

“Effective Date” means the date on which this Indenture is executed and delivered by the parties hereto.

“Eligible Deposit Account” means either (a) a segregated account with an Eligible Institution or (b) a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States of America or any one of the states thereof, including the District of Columbia (or any domestic branch of a foreign bank), and acting as a trustee for funds deposited in such account, so long as any of the securities of such depository institution will have a credit rating from each Rating Agency in one of its generic credit rating categories which signifies investment grade.

“Eligible Institution” means a depository institution organized under the laws of the United States of America or any one of the states thereof, including the District of Columbia (or any domestic branch of a foreign bank), which at all times has (a)(i) a long-term unsecured debt rating of A2 or better by Moody’s and (ii) a certificate of deposit rating of P-1 by Moody’s and (b)(i) in the case of the Collection Account, if such depository institution is an Affiliate of Citigroup Inc., a certificate of deposit rating of A-1 or better by Standard & Poor’s or (ii) for any other depository institution (or for any Affiliate of Citigroup Inc., in the case of any Account other than the Collection Account), either (x) a long-term unsecured debt rating of AAA by Standard & Poor’s or (y) a certificate of deposit rating of A-1+ by Standard & Poor’s. If so qualified, the Trustee or the Managing Beneficiary may be considered an Eligible Institution for the purposes of this definition.

“Eligible Investments” means book-entry securities, negotiable instruments or securities represented by instruments in registered form which evidence:

(a) direct obligations of, and obligations fully guaranteed as to timely payment by, the United States of America;

(b) demand deposits, time deposits or certificates of deposit (having original maturities of no more than 365 days) of depository institutions or trust companies incorporated under the laws of the United States of America or any state thereof (or domestic branches of foreign banks) and subject to supervision and examination by federal or state banking or depository institution authorities; provided that at the time of the Issuer’s investment or contractual commitment to invest therein, the short-term debt rating of such depository institution or trust company will be in the applicable investment category of each Rating Agency;

(c) commercial paper (having remaining maturities of no more than 30 days) having, at the time of the Issuer’s investment or contractual commitment to invest therein, a rating from each Rating Agency in its applicable investment category;

(d) investments in money market funds rated in the applicable investment category by each Rating Agency or otherwise approved in writing by each Rating Agency;

(e) demand deposits, time deposits and certificates of deposit which are fully insured by the FDIC;

7

(f) notes or bankers’ acceptances (having original maturities of no more than 365 days) issued by any depository institution or trust company referred to in (b) above;

(g) time deposits (having maturities of no more than 30 days), other than as referred to in clause (e) above, with a Person the commercial paper of which has a credit rating from each Rating Agency in its applicable investment category or notes which are payable on demand issued by Citigroup Inc. or its Affiliates; provided that such notes will constitute Eligible Investments only for so long as the commercial paper of Citigroup Inc. or such Affiliate, as the case may be, has a credit rating from each Rating Agency in its applicable investment category; or

(h) any other investments approved in writing by each Rating Agency.

The Issuer may, but is not required to, purchase Eligible Investments from a registered broker-dealer which is an Affiliate of the Trustee, Citibank and/or Citigroup Inc.

“Entity” means any Person other than an individual or government (including any agency or political subdivision thereof).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Event of Default” is defined in Section 701.

“Exchange Date” means, with respect to any tranche of Notes, the latest of:

(a) in the case of exchanges of beneficial interests in Temporary Global Notes for beneficial interests in Permanent Global Notes in registered form, any date that is after the related issuance date;

(b) [RESERVED]; and

(c) the earliest date on which such an exchange of a beneficial interest in a Temporary Global Note for a beneficial interest in a Permanent Global Note is permitted by applicable law.

“Excluded Master Trust Series” means any series or portion of a series of Investor Certificates under the Pooling and Servicing Agreement which is by its terms an Excluded Series or the excluded portion of a series that is partially an Excluded Series.

“Expected Principal Payment Date” means, with respect to any tranche of Notes, the date specified as such in the applicable terms document.

“FDIC” means the Federal Deposit Insurance Corporation or any successor thereto.

“Federal Bankruptcy Code” means Title 11 of the United States Code, as amended from time to time.

8

“Finance Charge Collections” means the amount of Investor Finance Charge Collections which are payable to the Issuer pursuant to the Series 2000 Supplement, including pursuant to Sections 4.02(a)(i), 4.02(a)(ii)(B) and 4.02(a)(iii) thereof.

“Finance Charge Receivables” is defined in the Pooling and Servicing Agreement.

“Fitch” means Fitch, Inc., or any successor thereto.

“foreign currency” means (a) a currency other than Dollars, or (b) denominated in a currency other than Dollars.

“Foreign Depository” means the Person specified in the applicable terms document, in its capacity as depository for the accounts of any clearing agencies located outside the United States.

“Global Note” means Notes issued pursuant to Section 204.

“group” means any one or more series of Notes which are specified as belonging to a common group in the applicable terms document.

“Holder”, when used with respect to any Note, means a Noteholder.

“Indenture” or “this Indenture” means this Indenture as originally executed or as amended, supplemented, restated or otherwise modified from time to time by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and will include the terms of particular series, classes or tranches of Notes created as contemplated by Section 301.

“Initial Dollar Principal Amount” means (a) unless otherwise specified in the applicable terms document, with respect to tranches of Dollar Interest-bearing Notes, the aggregate initial principal amount of the Outstanding Notes of such tranche, and (b) with respect to tranches of Discount Notes and foreign currency Notes, the amount specified in the applicable terms document as the Initial Dollar Principal Amount thereof.

“Interest-bearing Note” means a Note that bears interest at a stated or computed rate on the principal amount thereof. A Note may be both an Interest-bearing Note and a Discount Note.

“Interest Deposit Date” means the respective dates specified for deposits into the Interest Funding sub-Accounts in Section 503.

“Interest Funding Account” means the trust account designated as such and established pursuant to Section 402(a).

“Interest Payment Date” means, with respect to any tranche of Notes, the Scheduled Interest Payment Date (or if such day is not a Business Day, the next following Business Day) or upon the acceleration of a tranche of Notes following an Event of Default or upon the occurrence of an Early Redemption Event, or other optional or mandatory redemption of that tranche of Notes, each Monthly Principal Date.

“Internal Revenue Code” or “Code” means the Internal Revenue Code of 1986, as amended from time to time.

9

“Invested Amount” means (a) with respect to the Collateral Certificate, the Series 2000 Invested Amount as defined in the Series 2000 Supplement, and (b) with respect to any other Investor Certificate, as defined in the supplement to the Pooling and Servicing Agreement creating such Investor Certificate.

“Invested Amount Deficit” means the Series 2000 Invested Amount Deficit, as defined in the Series 2000 Supplement.

“Investment Company Act” means the Investment Company Act of 1940, as amended from time to time.

“Investor Certificate” is defined in the Pooling and Servicing Agreement.

“Investor Charge-Offs” is defined in the Series 2000 Supplement.

“Investor Finance Charge Collections” is defined in the Series 2000 Supplement.

“Issuer” is defined in the first paragraph of this Indenture.

“Issuer Authorized Officer” means (a) an authorized signatory of the Issuer Trustee, or (b) the chairman or vice-chairman of the board of directors, chairman or vice-chairman of the executive committee of the board of directors, the president, any vice-president, the secretary, any assistant secretary, the treasurer, or any assistant treasurer, in each case of the Managing Beneficiary, or any other person who is authorized by the Managing Beneficiary to act on behalf of the Issuer.

“Issuer Certificate” means a written request, order, consent or certificate signed in the name of an Issuer Authorized Officer, or the Issuer by an Issuer Authorized Officer and, in each case, delivered to the Trustee. Wherever this Indenture requires that an Issuer Certificate be signed also by an accountant or other expert, such accountant or other expert (except as otherwise expressly provided in this Indenture) may be in the employ of the Managing Beneficiary.

“Issuer’s Report” means a report substantially in the form of Exhibit C, or such other form as the Issuer may determine.

“Issuer Tax Opinion” means, with respect to any action, an Opinion of Counsel to the effect that for Federal and Delaware income and (if applicable) franchise tax purposes (a) such action will not adversely affect the characterization of any Outstanding series, class or tranche of Notes as debt, (b) such action will not cause a taxable event to Holders of any such Notes, (c) the Issuer will not be an association (or publicly traded partnership) taxable as a corporation following such action, and (d) where such action is the issuance of a series, class or tranche of Notes, following such action such series, class or tranche of Notes will be properly characterized as debt; provided, however, that any such Opinion of Counsel may exclude an opinion regarding the characterization of Notes as debt pursuant to the proposed U.S. Treasury regulations (or any finalized version or successor thereof) under Section 385 of the Code, which were published in the Federal Register on April 8, 2016, while held by Citibank or an affiliate of Citibank.

“Issuer Trustee” means The Bank of New York (Delaware) not in its individual capacity, but solely in its capacity as trustee of the Issuer, and each of its successors and assigns.

“Legal Maturity Date”, with respect to a tranche of Notes, means the date specified in the terms document for such tranche of Notes as the fixed date on which the principal of such tranche of Notes is due and payable.

10

“Majority Holders” means with respect to any group, series, class or tranche of Notes or all Outstanding Notes, the Holders of a majority in Outstanding Dollar Principal Amount of the Outstanding Notes of that group, series, class or tranche or of all Outstanding Notes, as the case may be.

“Manager” means the lead manager, manager or co-manager or person performing a similar function with respect to an offering of Permanent Global Notes.

“Managing Beneficiary” is defined in the Trust Agreement.

“Master Trust” means Citibank Credit Card Master Trust I, established pursuant to the Pooling and Servicing Agreement.

“Master Trust Trustee” means the “Trustee” as defined in the Pooling and Servicing Agreement.

“Master Trust Tax Opinion” means, with respect to any action, an Opinion of Counsel to the effect that, for Federal and South Dakota (and any other state where substantial servicing activities in respect of credit card accounts are conducted by any Additional Seller, as defined in the Pooling and Servicing Agreement, or the Banks, if there is a substantial change from present servicing activities) income and (if applicable) franchise tax purposes, (a) such action will not adversely affect the characterization as debt of the Investor Certificates, as defined in the Pooling and Servicing Agreement, of any outstanding series or class under the Master Trust that was characterized as debt at the time of its issuance, (b) such action will not cause a taxable event to any Investor Certificateholder and (c) following such action the Master Trust will not be treated as an association (or publicly traded partnership) taxable as a corporation; provided, however, that any such Opinion of Counsel may exclude an opinion regarding the characterization of the Investor Certificates as debt pursuant to the proposed U.S. Treasury regulations (or any finalized version or successor thereof) under Section 385 of the Code, which were published in the Federal Register on April 8, 2016, while held by Citibank or an affiliate of Citibank (other than the Issuer).

“Moody’s” means Moody’s Investors Service, Inc., or any successor thereto.

“Monthly Computation Statement” means a statement substantially in the form of Exhibit B, or such other form as the Issuer may determine.

“Monthly Interest Date” means, with respect to any tranche of Notes:

(a) for any month in which a Scheduled Interest Payment Date for such tranche occurs, the corresponding Interest Payment Date, or as otherwise specified in the applicable terms document for such tranche of Notes, and

(b) for any month in which no Scheduled Interest Payment Date for such tranche occurs, the date in such month corresponding numerically to the next Scheduled Interest Payment Date for such tranche of Notes, or as otherwise specified in the applicable terms document for such tranche of Notes; provided, however, that

(i) if there is no numerically corresponding day in such month, then the Monthly Interest Date will be the last Business Day of such month, and

(ii) if such numerically corresponding day is not a Business Day, the Monthly Interest Date will be the next following Business Day (unless such Business Day would fall in the following month in which case the Monthly Interest Date will be the last Business Day of such earlier month).

11

“monthly period” is defined in Section 506.

“Monthly Principal Date” means with respect to any tranche of Notes:

(a) for the month in which the Expected Principal Payment Date for such tranche occurs, the Expected Principal Payment Date (or if such day is not a Business Day, the next following Business Day), or as otherwise specified in the applicable terms document for such tranche of Notes, and

(b) for any month in which no Expected Principal Payment Date for such tranche occurs, the date in such month corresponding numerically to the Expected Principal Payment Date for such tranche of Notes, or as otherwise specified in the applicable terms document for such tranche of Notes; provided, however, that

(i) if there is no numerically corresponding day in such month, then the Monthly Principal Date will be the last Business Day of such month, and

(ii) if such numerically corresponding day is not a Business Day, the Monthly Principal Date will be the next following Business Day (unless such Business Day would fall in the following month in which case the Monthly Principal Date will be the last Business Day of such earlier month).

“Multiple Issuance Series” means any series of Notes other than a Single Issuance Series.

“Nominal Liquidation Amount” means, with respect to any tranche of Notes, an amount determined as follows:

(a) As of the date of issuance of such tranche of Notes, the Nominal Liquidation Amount will be the Initial Dollar Principal Amount of such tranche of Notes.

(b) As of each subsequent date of determination, the Nominal Liquidation Amount will be the sum of:

(i) the Nominal Liquidation Amount of such tranche immediately after the prior date of determination;

plus

(ii) with respect to any tranche of Discount Notes, the amount of any accretions of principal on that tranche paid to the Master Trust for investment in the Invested Amount of the Collateral Certificate pursuant to Section 520(a) since the prior date of determination;

plus

(iii) such tranche’s allocable share of Principal Collections allocated to such tranche pursuant to Section 502(c) for investment in the Invested Amount of the Collateral Certificate pursuant to Section 520(c) since the prior date of determination;

12

plus

(iv) such tranche’s allocable share of all reimbursements of Invested Amount Deficits or its Nominal Liquidation Amount Deficit since the prior date of determination which are retained by the Master Trust pursuant to Section 527(e)(i) or paid to the Master Trust pursuant to Section 520(b) or 527(f)(i), in each case for investment in the Invested Amount of the Collateral Certificate;

minus

(v) such tranche’s allocable share of all reallocations of Principal Collections pursuant to Section 502(a) since the prior date of determination, determined as set forth in Section 514;

minus

(vi) such tranche’s allocable share of all reductions in the Invested Amount of the Collateral Certificate resulting from an allocation of Investor Charge-Offs since the prior date of determination, determined as set forth in Section 526;

minus

(vii) the amount on deposit in the applicable Principal Funding sub-Account for such tranche (after giving effect to any deposits, allocations, reallocations or withdrawals to be made on that day);

minus

(viii) the aggregate amount withdrawn from the applicable Principal Funding sub-Account for such tranche pursuant to Section 511(a), (b) or (c) since the prior date of determination;

minus

(ix) the Nominal Liquidation Amount allocable to any Notes of that tranche that are cancelled pursuant to Section 603;

provided; however, that (1) the Nominal Liquidation Amount of a tranche of Notes may never be less than zero, (2) the Nominal Liquidation Amount of any tranche of Notes may never be greater than the Adjusted Outstanding Dollar Principal Amount of such tranche and (3) the Nominal Liquidation Amount of any tranche of RSP Notes will be zero.

It is the intention of the Issuer that the sum of the Nominal Liquidation Amounts of all tranches of Notes will at all times be equal to the Invested Amount of the Collateral Certificate.

13

The Nominal Liquidation Amount for a series of Notes will be the sum of the Nominal Liquidation Amounts of all of the tranches of Notes of that series.

“Nominal Liquidation Amount Deficit” means, (a) with respect to any tranche of Notes (other than any RSP Notes), the excess of the Adjusted Outstanding Dollar Principal Amount of that tranche over the Nominal Liquidation Amount of that tranche, and (b) with respect to any tranche of RSP Notes, zero.

“non-Performing”, with respect to a Derivative Agreement, means not Performing.

“Note” or “Notes” means any note or notes, of any series, class or tranche authenticated and delivered from time to time under this Indenture.

“Noteholder” means a Person in whose name a Note is registered in the Note Register.

“Note Owner” means the beneficial owner of an interest in a Global Note.

“Note Register” is defined in Section 305.

“Note Registrar” means the Person who keeps the Note Register specified in Section 305.

“Opinion of Counsel” means a written opinion of counsel acceptable to the Trustee, who may, without limitation, and except as otherwise expressly provided in this Indenture, be an employee of or counsel to the Issuer, the Managing Beneficiary or any of their Affiliates.

“Outstanding”, when used with respect to a Note or with respect to Notes of any group, series, class or tranche means, as of the date of determination, all such Notes theretofore authenticated and delivered under this Indenture, except:

(a) any Notes theretofore canceled by the Trustee or delivered to the Trustee for cancellation, or canceled by the Issuer, the Banks or any Affiliate thereof pursuant to Section 603;

(b) any Notes for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent in trust for the Holders of such Notes; provided that, if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

(c) any Notes which are deemed to have been paid in full pursuant to Section 521; and

(d) any such Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, or which will have been paid pursuant to the terms of Section 306 (except with respect to any such Note as to which proof satisfactory to the Trustee is presented that such Note is held by a person in whose hands such Note is a legal, valid and binding obligation of the Issuer).

14

For purposes of determining the amounts of deposits, allocations, reallocations or payments to be made, unless the context clearly requires otherwise, references to “Notes” will be deemed to be references to “Outstanding Notes”. In determining whether the Holders of the requisite principal amount of such Notes Outstanding have given any request, demand, authorization, direction, notice, consent or waiver hereunder, and for purposes of Section 904, Notes beneficially owned by the Issuer, the Banks or any other obligor upon the Notes or any Affiliate of the Issuer, the Banks or such other obligor will be disregarded and deemed not to be Outstanding. In determining whether the Trustee will be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which the Trustee knows to be owned by the Issuer, the Banks or any other obligor upon the Notes or any Affiliate of the Issuer, the Banks or such other obligor will be so disregarded. Notes so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee creates to the satisfaction of the Trustee the pledgee’s right to act as owner with respect to such Notes and that the pledgee is not the Issuer, the Banks or any other obligor upon the Notes or any Affiliate of the Issuer, the Banks or such other obligor.

“Outstanding Dollar Principal Amount” means at any time,

(a) with respect to any tranche of non-Discount Notes, the aggregate Initial Dollar Principal Amount of the Outstanding Notes of such tranche at such time, less (i) the amount of any withdrawals from the Principal Funding sub-Account for such tranche of Notes for payment to the Holders of such tranche or the applicable Derivative Counterparty pursuant to Section 511(a), (b) or (c), and (ii) the Outstanding Dollar Principal Amount allocable to any Notes of that tranche that are cancelled pursuant to Section 603, and

(b) with respect to any tranche of Discount Notes, an amount of the Outstanding Notes of such tranche calculated by reference to the applicable formula set forth in the applicable terms document, taking into account the amount and timing of (i) any payments made to the Holders of such tranche or to the applicable Derivative Counterparty pursuant to Section 511(a), (b) or (c), and (ii) the cancellation of any Notes of that tranche pursuant to Section 603.

“Paying Agent” means any Person authorized by the Issuer to pay the principal of or interest on any Notes on behalf of the Issuer.

“Payment Date” means, with respect to any tranche of Notes, the applicable Principal Payment Date or Interest Payment Date.

“Payment Request” means a request substantially in the form of Exhibit A, or such other form as the Issuer may determine.

“Performing” means, with respect to any Derivative Agreement, no payment default or repudiation of performance by a Derivative Counterparty has occurred, and such Derivative Agreement has not been terminated.

“Permanent Global Note” is defined in Section 205.

15

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Place of Payment” means with respect to any tranche of Notes issued hereunder the city or political subdivision so designated with respect to such tranche of Notes in accordance with the provisions of Section 301.

“Pooling and Servicing Agreement” means the Third Amended and Restated Pooling and Servicing Agreement, dated as of [            ] [    ], 2016, between Citibank, as Seller and Servicer, and Deutsche Bank Trust Company Americas, as Trustee, as further amended, supplemented, restated or otherwise modified from time to time.

“Predecessor Notes” of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 306 in lieu of a lost, destroyed or stolen Note will be deemed to evidence the same debt as the lost, destroyed or stolen Note.

“Prefunding Excess Amount” means, with respect to any senior class of Notes of a series for any Due Period, after giving effect to all issuances, allocations, deposits and payments with respect to that Due Period, the aggregate amounts on deposit in the Principal Funding sub-Accounts of the Notes of that class of that series that are in excess of the aggregate amount targeted to be on deposit in those Principal Funding sub-Accounts pursuant to Section 508.

“Prefunding Target Amount” with respect to all tranches of Class A Notes of a series means the greater of the amount computed under clause (a) or (b) for the applicable Due Period, and with respect to all tranches of Class B Notes of a series means the amount computed under clause (c):

(a) The Prefunding Target Amount for tranches of Class A Notes of a series with respect to Class B Notes of that series as of the end of any Due Period is equal to the following amount (but not less than zero):

(i) the aggregate Nominal Liquidation Amount of all tranches of Outstanding Class B Notes of that series, other than tranches which have (A) had Early Redemption Events or other mandatory or optional redemption events in which such tranches are to be redeemed in full, (B) had Events of Default, or (C) reached their Expected Principal Payment Date, in each case, in or with respect to that Due Period or earlier Due Periods;

16

plus

(ii) the aggregate amount on deposit in the Principal Funding sub-Accounts for all Outstanding tranches of Class B Notes of that series;

plus

(iii) the aggregate amount of all Class A Usage of Class B Required Subordinated Amount by any Outstanding tranche of Class A Notes of that series.

17

(b) The Prefunding Target Amount for tranches of Class A Notes of a series with respect to Class C Notes of that series as of the end of any Due Period is equal to the following amount (but not less than zero):

(i) the aggregate Nominal Liquidation Amount of all tranches of Outstanding Class C Notes of that series, other than tranches which have (A) had Early Redemption Events or other mandatory or optional redemption events in which such tranches are to be redeemed in full, (B) had Events of Default, or (C) reached their Expected Principal Payment Date, in each case, in or with respect to that Due Period or earlier Due Periods;

plus

(ii) the aggregate amount on deposit in the Principal Funding sub-Accounts for all Outstanding tranches of Class C Notes of that series;

plus

(iii) the aggregate amount of all Class A Usage of Class C Required Subordinated Amount by any Outstanding tranche of Class A Notes of that series.

18

(c) The Prefunding Target Amount for tranches of Class B Notes of a series with respect to Class C Notes of that series as of the end of any Due Period is equal to the following amount (but not less than zero):

(i) the aggregate Nominal Liquidation Amount of all tranches of Outstanding Class C Notes of that series, other than tranches which have (A) had Early Redemption Events or other mandatory or optional redemption events in which such tranches are to be redeemed in full, (B) had Events of Default, or (C) reached their Expected Principal Payment Date, in each case, in or with respect to that Due Period or earlier Due Periods;

plus

(ii) the aggregate amount on deposit in the Principal Funding sub-Accounts for all Outstanding tranches of Class C Notes of that series;

plus

(iii) the aggregate amount of all Class B Usage of Class C Required Subordinated Amount by any Outstanding tranche of Class B Notes of that series.

“Principal Collections” means the amount of Available Investor Principal Collections which are payable to the Issuer pursuant to the Series 2000 Supplement, including pursuant to Section 4.02 (b)(ii) or Section 4.02(c)(ii) thereof. “Principal Collections” does not include Receivables Sales Proceeds.

“Principal Deposit Date” means the respective dates specified for deposits into the Principal Funding sub-Accounts in Section 508.

“Principal Funding Account” means the trust account designated as such and established pursuant to Section 402(a).

“Principal Funding sub-Account Earnings” means, with respect to any Principal Funding sub-Account for any period, the net amount of income and other earnings on the amounts on deposit in the Principal Funding sub-Account earned by the funds on deposit in such Principal Funding sub-Account for such period.

19

“Principal Funding sub-Account Earnings Shortfall” means, for any period,

(a) the Principal Funding sub-Account Earnings Target for such period

minus

(b) the Principal Funding sub-Account Earnings for such period.

“Principal Funding sub-Account Earnings Target” means, for any period, with respect to any amount on deposit in a Principal Funding sub-Account for a tranche of Notes (other than a tranche of RSP Notes), the Dollar amount of interest that would have accrued on such deposit if it had borne interest at the following rates:

(a) in the case of a tranche of Dollar Interest-bearing Notes with no Derivative Agreement for interest (or any Derivative Agreement, such as an interest rate cap, that by its terms only covers a portion of the interest on such tranche of Notes) or a non-Performing Derivative Agreement for interest, at the rate of interest applicable to that tranche including, if the Derivative Agreement is an interest rate cap, the uncapped portion of the rate of interest applicable to that tranche;

(b) in the case of a tranche of Discount Notes, at the rate of accretion (converted to an accrual rate) of that tranche;

(c) in the case of a tranche of Notes with a Performing Derivative Agreement for interest, at the rate of interest payable by the Issuer to the applicable Derivative Counterparty; and

(d) in the case of a tranche of foreign currency Notes with a non-Performing Derivative Agreement, at the rate of interest that would have been payable by the Issuer to the applicable Derivative Counterparty if such Derivative Agreement had been Performing.

“Principal Payment Date” means, with respect to any tranche of Notes, the Expected Principal Payment Date, or upon the acceleration of a tranche of Notes following an Event of Default or upon the occurrence of an Early Redemption Event, or other optional or mandatory redemption of that tranche of Notes, each Monthly Principal Date (or if any such day is not a Business Day, the next following Business Day).

“Principal Receivables” is defined in the Pooling and Servicing Agreement.

[“Prior Indenture” is defined in the recitals hereto.]

“Rating Agency” means, with respect to any Outstanding series, class or tranche of Notes, each statistical rating agency selected by the Issuer to rate such Notes.

“Ratings Effect” means a reduction, qualification or withdrawal of any then current rating of the Notes.

“Receivables” is defined in the Pooling and Servicing Agreement.

20

“Receivables Sales Proceeds” means, with respect to any tranche of Notes, the proceeds of the sale of Receivables with respect to such tranche pursuant to Section 523. “Receivables Sales Proceeds” do not constitute Principal Collections.

“Receivables Sales Proceeds Deposit Deficit” means, on any date with respect to any Outstanding tranche of RSP Notes, the amount by which the amount of Receivables Sales Proceeds of that tranche exceeds the sum of (a) the Receivables Sales Proceeds Deposit Amount for that tranche plus (b) the aggregate amount of any withdrawals of Receivables Sales Proceeds made pursuant to Section 511(a), (b) or (c).

“Receivables Sales Proceeds Deposit Amount” means, with respect to any tranche of Notes that has received Receivables Sales Proceeds, the amount of Receivables Sales Proceeds on deposit in the Principal Funding sub-Account for such tranche.

“Record Date” for the interest or principal payable on any Note on any applicable Payment Date means the last day of the month before the related Payment Date, unless otherwise specified in the applicable terms document.

“Required Subordinated Amount” means, with respect to any tranche of a senior class of Notes of a Multiple Issuance Series, a Dollar amount of a subordinated class of the same series, as specified in the applicable terms document for such tranche of the senior class, or as changed from time to time pursuant to Section 312(b).

“Required Surplus Finance Charge Amount” means, with respect to any Due Period, an amount equal to one twelfth of the product of (a) the Invested Amount of the Collateral Certificate as of the last day of the immediately preceding Due Period, and (b) a decimal number to be set by the Issuer, which will initially equal zero (and which will never be less than zero); provided, however, that for purposes of the definition of “Adverse Effect”, such decimal number will at all times be deemed to be the decimal number as set by the Issuer plus one-hundredth (0.01). The Issuer may, from time to time, change the decimal number to be set for purposes of clause (b) upon written notice to the Trustee and each Rating Agency, and, if such decimal number is to be increased, upon delivery by the Issuer to the Trustee of an Issuer Certificate to the effect that the Issuer reasonably believes that such increase will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future.

“Revolving Undivided Interest” means an Undivided Interest with respect to which the purchaser has no right to receive collections with respect to any Principal Receivables, but a right to receive all collections with respect to any Finance Charge Receivables, in each case in which such purchaser has its Undivided Interest.

“RSP Notes” means any Note that is part of a tranche of Notes that has caused a sale of Receivables pursuant to Sections 523 and 708.

21

“Scheduled Interest Payment Date” means, with respect to any tranche of Notes, the scheduled due date of any payment of interest on such Notes, as specified in the applicable terms document, without regard to whether or not such day is a Business Day.

“Secured Parties” is defined in the Granting Clause.

“Securities Act” means the Securities Act of 1933, as amended from time to time.

“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

“Security Interest” means the security interest granted pursuant to the Granting Clause.

“Segregated Sellers’ Interest” means, on any date, a portion of the Sellers’ Interest equal to the aggregate amount on deposit in the Principal Funding Account for each tranche of Notes other than any tranche of RSP Notes.

“Sellers” means Citibank in its capacity as Seller under the Pooling and Servicing Agreement and any Additional Sellers as defined in the Pooling and Servicing Agreement.

“senior class” means (a) with respect to Class B Notes of a series, Class A Notes of that series and (b) with respect to Class C Notes of a series, Class A Notes or Class B Notes of that series.

“series” means, with respect to any Note, the series specified in the applicable terms document.

“Series 2000 Default Amount” is defined in the Series 2000 Supplement.

“Series 2000 Supplement” means the Amended and Restated Series 2000 Supplement to the Pooling and Servicing Agreement, dated as of August 9, 2011, as amended by Amendment No. 1 thereto dated as of [            ] [    ], 2016, as further amended, supplemented, restated or otherwise modified from time to time.

“Servicer” is defined in the Pooling and Servicing Agreement.

“Single Issuance Series” means any series of Notes that by the terms of the applicable terms document does not permit the issuance of more than one tranche of Notes in each class of Notes in such series.

“Spot Exchange Rate” means, on any day, with respect to any currency other than Dollars, the spot rate at which Dollars are offered on such day by Citibank in New York, London, or other city that is a money center for transactions in Dollars and such currency (determined by the Issuer in its reasonable discretion), as prevailing on a local business day for transactions in such currency at approximately 11:00 a.m. (local time).

“Standard & Poor’s” means Standard & Poor’s Ratings Services, or any successor thereto.

“sub-Accounts” means each of the sub-Accounts referred to in Section 402(a).

22

“subordinated class” means (a) with respect to Class A Notes of a series, Class B Notes or Class C Notes of that series, and (b) with respect to Class B Notes of a series, Class C Notes of that series.

“subordinated Notes” means Notes of a subordinated class of a series.

“Supplemental Account” means the trust account or accounts designated as such and established pursuant to Section 402(a).

“Supplemental indenture” means an indenture supplemental to this Indenture executed and delivered pursuant to Article X.

“Surplus Finance Charge Collections” means with respect to any Due Period, the amount of Investor Finance Charge Collections allocated pursuant to Section 4.02 of the Series 2000 Supplement, minus

(a) the amount of the Series 2000 Monthly Servicing Fee (as defined in the Series 2000 Supplement) for that Due Period;

(b) the amount of the Trustee’s fees and expenses payable pursuant to Section 807 for that Due Period;

(c) the sum of the targeted deposits to the Interest Funding Account determined pursuant to Section 501 for that Due Period; and

(d) the amount of the Series 2000 Default Amount for that Due Period;

provided, however, that solely for purposes of calculating Surplus Finance Charge Collections for determining funding obligations for the Class C Reserve sub-Account of any tranche of Class C Notes, for purposes of clause (c), the targeted deposit to be made to the Interest Funding sub-Account for a tranche of Notes that has the benefit of a Performing Derivative Agreement will be deemed to be the greater of (i) the amount payable by the Issuer under that Derivative Agreement and (ii) the amount that would be payable by the Issuer if the Derivative Agreement were non-Performing. For purposes of this proviso, the amount to be payable by the Issuer under a Derivative Agreement that is an interest rate cap or similar agreement will be deemed to be the cap rate under that Derivative Agreement.

“Temporary Global Note” is defined in Section 205.

“terms document” means, with respect to any series, class or tranche of Notes, the Issuer Certificate or supplemental indenture that establishes such series, class or tranche.

“Threshold Conditions” means the conditions set forth in Annex I.

“tranche” means, with respect to any class of Notes, Notes of such class which have identical terms, conditions and tranche designation. Notes of a single tranche may be issued on different dates.

23

“Trust Agreement” means the Amended and Restated Trust Agreement, dated as of August 9, 2011, between Citibank, as Beneficiary, and BNY Mellon Trust of Delaware, as Issuer Trustee, as further amended, supplemented, restated or otherwise modified from time to time.

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, as in force at the date as of which this Indenture was executed except as provided in Section 1005.

“Trustee” means the Person named as the Trustee in the first paragraph of this Indenture until a successor Trustee will have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” means and includes each Person who is then a Trustee hereunder. If at any time there is more than one such Person, “Trustee” as used with respect to the Notes of any series, class or tranche means the Trustee with respect to Notes of that series, class or tranche.

“Trustee Authorized Officer”, when used with respect to the Trustee, means the chairman or vice-chairman of the board of directors, the chairman or vice-chairman of the executive committee of the board of directors, the president, any vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the cashier, any assistant cashier, any senior trust officer or trust officer, the controller and any assistant controller or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

“U.S. Depository” means, unless otherwise specified by the Issuer pursuant to either Section 204, 206 or 301, with respect to Notes of any tranche issuable or issued as a Global Note within the United States, The Depository Trust Company, New York, New York, or any successor thereto registered as a clearing agency under the Securities Exchange Act, or other applicable statute or regulation.

“UCC” means the applicable Uniform Commercial Code.

“Weighted Average Interest Rates” means, with respect to any Outstanding Notes of a group, series, class or tranche (other than any tranche of RSP Notes), or of all of the Outstanding Notes (other than any tranche of RSP Notes), on any date, the weighted average of the following rates of interest:

(a) in the case of a tranche of Dollar Interest-bearing Notes with no Derivative Agreement for interest (or a Derivative Agreement, such as an interest rate cap, that by its terms covers only a portion of the interest on such tranche of Notes) or a non-Performing Derivative Agreement for interest, the rate of interest applicable to that tranche on that date including, if the Derivative Agreement is an interest rate cap, the uncapped portion of the rate of interest applicable to that tranche on that date;

(b) in the case of a tranche of Discount Notes, the rate of accretion (converted to an accrual rate) of that tranche on that date;

24

(c) in the case of a tranche of Notes with a Performing Derivative Agreement for interest, the rate of interest payable by the Issuer to the applicable Derivative Counterparty on that date; and

(d) in the case of a tranche of foreign currency Notes with a non-Performing Derivative Agreement, the rate of interest that would have been payable by the Issuer to the applicable Derivative Counterparty if that Derivative Agreement had been Performing on that date.

SECTION 102. Compliance Certificates and Opinions. Upon any application or request by the Issuer to the Trustee to take any action under any provision of this Indenture, the Issuer will furnish to the Trustee an Issuer Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

Notwithstanding the provisions of Section 311 and of the preceding paragraph, if all Notes of a class are not to be originally issued at one time, it will not be necessary to deliver the Issuer Certificate otherwise required pursuant to Section 311 or the Issuer Certificate and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or before the time of authentication of each Note of such tranche if such documents are delivered at or prior to the authentication upon original issuance of the first Note of such class to be issued.

With respect to Notes of a tranche offered in a Multiple Issuance Series, the Trustee may rely, as to the authorization by the Issuer of any of such Notes, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Section 311 and this Section, as applicable, in connection with the first authentication of Notes of such tranche.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for the written statement required by Section 1104) will include:

(a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that such individual has made such examination or investigation as is necessary to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

25

SECTION 103. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, one or more specified Persons, one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to the other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless the Issuer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by the Issuer stating that the information with respect to such factual matters is in the possession of the Issuer, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

SECTION 104. Acts of Noteholders. (a) (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, “action”) provided by this Indenture to be given or taken by Noteholders of any series, class or tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing; and, except as herein or therein otherwise expressly provided, such action will become effective when such instrument or instruments are delivered to the Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent will be sufficient for any purpose of this Indenture and (subject to Section 801) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

(c) (i) The ownership of Notes will be proved by the Note Register. (ii) [RESERVED]

26

(d) If the Issuer will solicit from the Holders any action, the Issuer may, at its option, by an Issuer Certificate, fix in advance a record date for the determination of Holders entitled to give such action, but the Issuer will have no obligation to do so. If the Issuer does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such action or the date of the most recent list of Noteholders furnished to the Trustee pursuant to Section 901 before such solicitation. Such action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.

(e) Any action by the Holder of any Note will bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the Issuer in reliance thereon whether or not notation of such action is made upon such Note.

SECTION 105. Notices, etc., to Trustee and Issuer. Any action of Noteholders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(a) the Trustee by any Noteholder or by the Issuer will be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, or

(b) the Issuer by the Trustee or by any Noteholder will be sufficient for every purpose hereunder (except as provided in Section 701(c)) if in writing and mailed, first-class postage prepaid, to the Issuer addressed to it at the address of its principal office or at any other address previously furnished in writing to the Trustee by the Issuer.

SECTION 106. Notices to Noteholders; Waiver. (a) Where this Indenture or any Note provides for notice to Noteholders of any event, such notice will be sufficiently given (unless otherwise herein or in such Note expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder of a Note affected by such event, at his address as it appears in the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Noteholders will affect the sufficiency of such notice with respect to other Noteholders. Where this Indenture or any Note provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice,

27

either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Noteholders will be filed with the Trustee, but such filing will not be a condition precedent to the validity of any action taken in reliance upon such waiver.

(b) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or otherwise, it will be impractical to mail notice of any event to any Holder of a Note when such notice is required to be given pursuant to any provision of this Indenture, then any method of notification as will be satisfactory to the Trustee and the Issuer will be deemed to be a sufficient giving of such notice.

(c) [RESERVED]

(d) With respect to any tranche of Notes, the applicable terms document may specify different or additional means of giving notice to the Holders of the Notes of such tranche.

SECTION 107. Conflict with Trust Indenture Act. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an “incorporated provision”) included in this Indenture by operation of, Sections 310 to 318, inclusive, of the Trust Indenture Act, such imposed duties or incorporated provision will control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision will be deemed to apply to this Indenture as so modified or excluded, as the case may be.

SECTION 108. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and will not affect the construction hereof.

SECTION 109. Successors and Assigns. All covenants and agreements in this Indenture by the Issuer will bind its successors and assigns, whether so expressed or not.

SECTION 110. Separability Clause. In case any provision in this Indenture or in the Notes will be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

SECTION 111. Benefits of Indenture. Nothing in this Indenture or in any Notes, express or implied, will give to any Person, other than the parties hereto and their successors hereunder, any Authenticating Agent or Paying Agent, the Note Registrar, Derivative Counterparties (to the extent specified in the applicable Derivative Agreement) and the Holders of Notes (or such of them as may be affected thereby), any benefit or any legal or equitable right, remedy or claim under this Indenture.

SECTION 112. Governing Law. This Indenture will be construed in accordance with and governed by the laws of the State of New York.

28

SECTION 113. Counterparts. This Indenture may be executed in any number of counterparts, each of which so executed will be deemed to be an original, but all such counterparts will together constitute but one and the same instrument.

SECTION 114. Interest Period Convention. Unless otherwise specified in the applicable terms document, interest for any period will be calculated from and including the first day of such period, to but excluding the last day of such period.

SECTION 115. Indenture Referred to in the Trust Agreement. This is the Indenture referred to in the Trust Agreement.

ARTICLE II

Note Forms

SECTION 201. Forms Generally. The Notes will have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon, as may be required to comply with applicable laws or regulations or with the rules of any securities exchange, or as may, consistently herewith, be determined by the Issuer, as evidenced by the Issuer’s execution of such Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.

The definitive Notes will be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner, all as determined by the Issuer, as evidenced by the Issuer’s execution of such Notes, subject, with respect to the Notes of any series, class or tranche, to the rules of any securities exchange on which such Notes are listed.

SECTION 202. Forms of Notes. Each Note will be in one of the forms approved from time to time by or pursuant to an Issuer Certificate, or established in one or more indentures supplemental hereto. Before the delivery of a Note to the Trustee for authentication in any form approved by or pursuant to an Issuer Certificate, the Issuer will deliver to the Trustee the Issuer Certificate by or pursuant to which such form of Note has been approved, which Issuer Certificate will have attached thereto a true and correct copy of the form of Note which has been approved thereby or, if an Issuer Certificate authorizes a specific officer or officers of the Managing Beneficiary to approve a form of Note, a certificate of such officer or officers approving the form of Note attached thereto. Any form of Note approved by or pursuant to an Issuer Certificate must be acceptable as to form to the Trustee, such acceptance to be evidenced by the Trustee’s authentication of Notes in that form or a certificate signed by a Trustee Authorized Officer and delivered to the Issuer.

SECTION 203. Form of Trustee’s Certificate of Authentication. The form of Trustee’s Certificate of Authentication for any Note issued pursuant to this Indenture will be substantially as follows:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

29

This is one of the Notes of the series, class or tranche designated therein referred to in the within-mentioned Indenture.

[INDENTURE TRUSTEE NAME],

    as Trustee,

By:

Authorized Signatory

SECTION 204. Notes Issuable in the Form of a Global Note. (a) If the Issuer establishes pursuant to Sections 202 and 301 that the Notes of a particular series, class or tranche are to be issued in whole or in part in the form of one or more Global Notes, then the Issuer will execute and the Trustee or its agent will, in accordance with Section 303 and the Issuer Certificate delivered to the Trustee or its agent thereunder, authenticate and deliver, such Global Note or Notes, which, unless otherwise provided in the applicable terms document (i) will represent, and will be denominated in an amount equal to the aggregate stated principal amount (or in the case of Discount Notes, the aggregate stated principal amount at the Expected Principal Payment Date of such Notes) of, the Outstanding Notes of such series, class or tranche to be represented by such Global Note or Notes, or such portion thereof as the Issuer will specify in an Issuer Certificate, (ii) will be registered in the name of the Depository for such Global Note or Notes or its nominee, (iii) will be delivered by the Trustee or its agent to the Depository or pursuant to the Depository’s instruction, (iv) if applicable, will bear a legend substantially to the following effect: “Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the registered owner hereof, Cede & Co., has an interest herein” and (v) may bear such other legend as the Issuer, upon advice of counsel, deems to be applicable.

(b) Notwithstanding any other provisions of this Section 204 or of Section 305, and subject to the provisions of clause (c) below, unless the terms of a Global Note or the applicable terms document expressly permit such Global Note to be exchanged in whole or in part for individual Notes, a Global Note may be transferred, in whole but not in part and in the manner provided in Section 305, only to a nominee of the Depository for such Global Note, or to the Depository, or a successor Depository for such Global Note selected or approved by the Issuer, or to a nominee of such successor Depository.

(c) With respect to Notes issued within the United States, unless otherwise specified in the applicable terms document, or with respect to Notes issued outside the United States, if specified in the applicable terms document:

(i) If at any time the Depository for a Global Note notifies the Issuer that it is unwilling or unable to continue as Depository for such Global Note or if at any time the Depository for the Notes for such series, class or tranche ceases to be a clearing agency registered under the Securities Exchange Act, or other applicable statute or regulation, the Issuer will appoint a successor Depository with respect to such Global Note. If a successor

30

Depository for such Global Note is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer will execute, and the Trustee or its agent, upon receipt of an Issuer Certificate requesting the authentication and delivery of individual Notes of such series, class or tranche in exchange for such Global Note, will authenticate and deliver, individual Notes of such series, class or tranche of like tenor and terms in an aggregate stated principal amount equal to the stated principal amount of the Global Note in exchange for such Global Note.

31

(ii) The Issuer may at any time and in its sole discretion determine that the Notes of any series, class or tranche or portion thereof issued or issuable in the form of one or more Global Notes will no longer be represented by such Global Note or Notes. In such event the Issuer will execute, and the Trustee, upon receipt of an Issuer Certificate requesting the authentication and delivery of individual Notes of such series, class or tranche in exchange in whole or in part for such Global Note, will authenticate and deliver individual Notes of such series, class or tranche of like tenor and terms in definitive form in an aggregate principal stated amount equal to the stated principal amount of such Global Note or Notes representing such series, class or tranche or portion thereof in exchange for such Global Note or Notes.

(iii) If specified by the Issuer pursuant to Sections 202 and 301 with respect to Notes issued or issuable in the form of a Global Note, the Depository for such Global Note may surrender such Global Note in exchange in whole or in part for individual Notes of such series, class or tranche of like tenor and terms in definitive form on such terms as are acceptable to the Issuer and such Depository. Thereupon the Issuer will execute, and the Trustee or its agent will authenticate and deliver, without service charge, (A) to each Person specified by such Depository a new Note or Notes of the same series, class or tranche of like tenor and terms and of any authorized denomination as requested by such Person in aggregate stated principal amount equal to and in exchange for such Person’s beneficial interest in the Global Note; and (B) to such Depository a new Global Note of like tenor and terms and in an authorized denomination equal to the difference, if any, between the stated principal amount of the surrendered Global Note and the aggregate stated principal amount of Notes delivered to the Holders thereof. If any Event of Default has occurred with respect to such Global Notes, and Holders of Notes evidencing not less than 50% of the unpaid Outstanding Dollar Principal Amount of the Global Notes of that tranche advise the Trustee and the Depository that a Global Note is no longer in the best interest of the Noteholders, the Holders of Global Notes may exchange such Notes for individual Notes.

(iv) In any exchange provided for in any of the preceding three paragraphs, the Issuer will execute and the Trustee or its agent will authenticate and deliver individual Notes in definitive registered form in authorized denominations. Upon the exchange of the entire stated principal amount of a Global Note for individual Notes, such Global Note will be canceled by the Trustee or its agent. Except as provided in the preceding paragraphs, Notes issued in exchange for a Global Note pursuant to this Section will be registered in such names and in such authorized denominations as the Depository for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, will instruct the Trustee or the Note Registrar. The Trustee or the Note Registrar will deliver such Notes to the Persons in whose names such Notes are so registered.

SECTION 205. Temporary Global Notes and Permanent Global Notes. (a) If specified in the applicable terms document for any tranche, all or any portion of a Global Note may initially be issued in the form of a single temporary Global Note (the “Temporary Global Note”), without interest coupons, in the denomination of the entire aggregate principal amount of such tranche and substantially in the form set forth in the exhibit with respect thereto attached to the applicable terms document. The Temporary Global Note will be

32

authenticated by the Trustee upon the same conditions, in substantially the same manner and with the same effect as the Notes in definitive form. The Temporary Global Note may be exchanged as described below or in the applicable terms document for permanent global Notes (the “Permanent Global Notes”).

(b) Unless otherwise provided in the applicable terms document, exchanges of beneficial interests in Temporary Global Notes for beneficial interests in Permanent Global Notes will be made as provided in this clause. The Manager will, upon its determination of the date of completion of the distribution of the Notes of such tranche, so advise the Trustee, the Issuer, the Foreign Depository, and each foreign clearing agency forthwith. Without unnecessary delay, but in any event not prior to the Exchange Date, the Issuer will execute and deliver to the Trustee at its London office or its designated agent outside the United States Permanent Global Notes in registered form in an aggregate principal amount equal to the entire aggregate principal amount of such tranche. The Temporary Global Note may be exchanged for an equal aggregate principal amount of Permanent Global Notes only on or after the Exchange Date. A United States Person may exchange the portion of the Temporary Global Note beneficially owned by it only for an equal aggregate principal amount of Permanent Global Notes in registered form bearing the applicable legend set forth in the form of Note attached to the applicable terms document and having a minimum denomination of $500,000, which may be in temporary form if the Issuer so elects. The Issuer may waive the $500,000 minimum denomination requirement if it so elects. Upon any demand for exchange for Permanent Global Notes in accordance with this clause, the Issuer will cause the Trustee to authenticate and deliver the Permanent Global Notes to the Holder according to the instructions of the Holder, but only upon presentation to the Trustee of a written statement substantially in the form of Exhibit E-1 (or such other form as the Issuer may determine) with respect to the Temporary Global Note or portion thereof being exchanged signed by a foreign clearing agency and dated on the Exchange Date or a subsequent date, to the effect that it has received in writing a certification substantially in the form of (i) in the case of beneficial ownership of the Temporary Global Note or a portion thereof being exchanged by a United States institutional investor pursuant to this clause, the certificate in the form of Exhibit E-2 (or such other form as the Issuer may determine) signed by the Manager which sold the relevant Notes or (ii) in all other cases, any certificate or other form as the Issuer may determine, the certificate or other form referred to in this clause (ii) being dated on the earlier of the first payment of interest in respect of such Note and the date of the delivery of such Note in definitive form. Upon receipt of such certification, the Trustee will cause the Temporary Global Note to be endorsed in accordance with clause (d). Any exchange as provided in this Section will be made free of charge to the Holders and the beneficial owners of the Temporary Global Note and to the beneficial owners of the Permanent Global Note issued in exchange, except that a person receiving the Permanent Global Note must bear the cost of insurance, postage, transportation and the like in the event that such Person does not receive such Permanent Global Note in person at the offices of a foreign clearing agency.

(c) The delivery to the Trustee by a foreign clearing agency of any written statement referred to above may be relied upon by the Issuer and the Trustee as conclusive evidence that a corresponding certification or certifications has or have been delivered to such foreign clearing agency pursuant to the terms of this Indenture.

33

(d) Upon any such exchange of all or a portion of the Temporary Global Note for a Permanent Global Note or Notes, such Temporary Global Note will be endorsed by or on behalf of the Trustee to reflect the reduction of its principal amount by an amount equal to the aggregate principal amount of such Permanent Global Note or Notes. Until so exchanged in full, such Temporary Global Note will in all respects be entitled to the same benefits under this Indenture as Permanent Global Notes authenticated and delivered hereunder except that the beneficial owners of such Temporary Global Note will not be entitled to receive payments of interest on the Notes until they have exchanged their beneficial interests in such Temporary Global Note for Permanent Global Notes.

SECTION 206. Beneficial Ownership of Global Notes. Until definitive Notes have been issued to the applicable Noteholders pursuant to Section 204 or as otherwise specified in any applicable terms document:

(a) the Issuer and the Trustee may deal with the applicable clearing agency and the clearing agency’s participants for all purposes (including the making of distributions) as the authorized representatives of the respective Note Owners; and

(b) the rights of the respective Note Owners will be exercised only through the applicable clearing agency and the clearing agency’s participants and will be limited to those established by law and agreements between such Note Owners and the clearing agency and/or the clearing agency’s participants. Pursuant to the operating rules of the applicable clearing agency, unless and until Notes in definitive form are issued pursuant to Section 204, the clearing agency will make book-entry transfers among the clearing agency’s participants and receive and transmit distributions of principal and interest on the related Notes to such clearing agency’s participants.

For purposes of any provision of this Indenture requiring or permitting actions with the consent of, or at the direction of, Noteholders evidencing a specified percentage of the aggregate unpaid principal amount of Outstanding Notes, such direction or consent may be given by Note Owners (acting through the clearing agency and the clearing agency’s participants) owning interests in Notes evidencing the requisite percentage of principal amount of Notes.

SECTION 207. Notices to Depository. Whenever any notice or other communication is required to be given to Noteholders with respect to which book-entry Notes have been issued, unless and until Notes in definitive form will have been issued to the related Note Owners, the Trustee will give all such notices and communications to the applicable Depository.

ARTICLE III

The Notes

SECTION 301. General Title; General Limitations; Issuable in Series; Terms of a Series, Class or Tranche. (a) The aggregate stated principal amount of Notes which may be authenticated and delivered and Outstanding under this Indenture is not limited.

(b) The Notes may be issued in one or more series, classes or tranches up to an aggregate stated principal amount of Notes as from time to time may be authorized by the Issuer. All Notes of each series, class or tranche under this Indenture will in all respects be equally and ratably

34

entitled to the benefits hereof with respect to such series, class or tranche without preference, priority or distinction on account of the actual time of the authentication and delivery or Expected Principal Payment Date or Legal Maturity Date of the Notes of such series, class or tranche, except as specified in the applicable terms document for such series, class or tranche.

(c) Each Note issued must be assigned to a group of Notes for purposes of allocations pursuant to Article V. On the date of this Indenture, a single group of Notes identified as “Group 1” has been established for allocation purposes in Article V. Additional groups may be established from time to time pursuant to supplemental indentures.

(d) Each Note issued must be part of a series, class and tranche of Notes for purposes of allocations pursuant to Article V. A series, class or tranche of Notes is created pursuant to an Issuer Certificate or a supplemental indenture.

(e) Each series of Notes may, but need not be, subdivided into multiple classes. This Indenture provides for up to three classes of Notes: Class A, Class B and Class C. As specified in Article V, Notes belonging to Class A in any series are entitled to specified payment priorities over Class B and Class C Notes in that series. Notes belonging to Class B in any series are entitled to specified payment priorities over Class C Notes in that series. Class C Notes have the benefit of the Class C Reserve Account. The applicable terms document may provide for more or different classes of Notes.

(f) Notes of a single series that belong to separate classes in that series belong to separate tranches on the basis of the difference in class membership.

(g) Each class of Notes may consist of a single tranche or may be subdivided into multiple tranches. Notes of a single class of a series will belong to different tranches if they have different terms and conditions. With respect to any class of Notes, Notes which have identical terms, conditions and tranche designation will be deemed to be part of a single tranche.

(h) Each series, class or tranche of Notes will be created either by or pursuant to an Issuer Certificate or a supplemental indenture. The Notes of each such series, class or tranche may have such Expected Principal Payment Date or Dates or Legal Maturity Date or Dates, be issuable at such premium over or discount from their face value, bear interest at such rate or rates (which may be fixed or floating), from such date or dates, payable in such installments and on such dates and at such place or places to the Holders of Notes registered as such on such Record Dates, or may bear no interest, and have such terms, all as will be provided for in or pursuant to the applicable terms document. There may also be established in or pursuant to an Issuer Certificate or a supplemental indenture before the issuance of Notes of each such series, class or tranche, provision for:

(i) the series designation and, if such series will be part of a group of series for purposes of allocations and reallocations of Principal Collections and/or Finance Charge Collections, the manner and extent to which each series in the group will be subject to allocations and reallocations;

(ii) the stated principal amount of the Notes and whether they are Class A Notes, Class B Notes or Class C Notes or a tranche of any of these classes;

(iii) the Required Subordinated Amount (if any) for such class or tranche of Notes;

35

(iv) the currency or currencies in which the Notes of such series, class or tranche will be denominated and in which payments of principal of, and interest on, such Notes will or may be payable;

(v) if the principal of or interest, if any, on the Notes of such series, class or tranche are to be payable, at the election of the Issuer or a Holder thereof, in a currency or currencies other than that in which the Notes are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made;

(vi) if the amount of payments of principal of or interest, if any, on the Notes of such series, class or tranche may be determined with reference to an index based on (A) a currency or currencies other than that in which the Notes are stated to be payable, (B) changes in the prices of one or more other securities or groups or indexes of securities or (C) changes in the prices of one or more commodities or groups or indexes of commodities, or any combination of the foregoing, the manner in which such amounts will be determined;

(vii) the price or prices at which the Notes of such series, class or tranche will be issued;

(viii) the Expected Principal Payment Date (which will not be later than two years before the Termination Date (as defined in the Series 2000 Supplement) of the Collateral Certificate) and Legal Maturity Date (which will not be later than the Termination Date (as defined in the Series 2000 Supplement) of the Collateral Certificate) of the Notes of such series, class or tranche;

(ix) the times at which the Notes of such series, class or tranche may, pursuant to any optional or mandatory redemption provisions, be redeemed, and the other terms and provisions of any such redemption provisions;

(x) the rate per annum at which the Notes of such series, class or tranche will bear interest, if any, or the formula or index on which such rate will be determined, including all relevant definitions, and the date from which interest will accrue;

(xi) the Interest Payment Dates, if any, for such Notes;

(xii) if such Notes are to be Discount Notes or foreign currency Notes, the Initial Dollar Principal Amount of such Notes, and the means for calculating the Outstanding Dollar Principal Amount of such Notes;

(xiii) whether or not application will be made to list such Notes of such series, class or tranche on any securities exchange;

(xiv) any Event of Default or Early Redemption Event with respect to the Notes of such series, class or tranche, if not set forth herein and any additions, deletions or other changes to the Events of Default or Early Redemption Events set forth herein that will be applicable to the Notes of such series, class or tranche (including a provision making any Event of Default or Early Redemption Event set forth herein inapplicable to the Notes of that series, class or tranche);

36

(xv) the appointment by the Trustee of an Authenticating Agent in one or more places other than the location of the office of the Trustee with power to act on behalf of the Trustee and subject to its direction in the authentication and delivery of the Notes of such series, class or tranche in connection with such transactions as will be specified in the provisions of this Indenture or in or pursuant to the applicable terms document creating such series, class or tranche;

(xvi) if the Notes of such series, class or tranche will be issued in whole or in part in the form of a Global Note or Global Notes, the terms and conditions, if any, upon which such Global Note or Global Notes may be exchanged in whole or in part for other individual Notes; and the Depository for such Global Note or Global Notes (if other than the Depository specified in Section 101);

(xvii) the subordination of the Notes of such series, class or tranche to any other indebtedness of the Issuer, including without limitation, the Notes of any other series, class or tranche;

(xviii) if the Notes of such series, class or tranche are to have the benefit of any Derivative Agreement, the terms and provisions of such agreement;

(xix) the Record Date for any Payment Date of the Notes of such series, class or tranche, if different from the last day of the month before the related Payment Date;

(xx) the Controlled Accumulation Amount (if any) of such class or tranche;

(xxi) whether or not the Nominal Liquidation Amount of such series, class or tranche belongs to the portion of the Collateral Certificate constituting an Excluded Series under the Series 2000 Supplement; and

(xxii) any other terms of such series, class or tranche, which will not be inconsistent with the provisions of this Indenture;

all upon such terms as may be determined in or pursuant to an Issuer Certificate or a supplemental indenture with respect to such series, class or tranche.

(i) The form of the Notes of each series, class or tranche will be established pursuant to the provisions of this Indenture in or pursuant to an Issuer Certificate or a supplemental indenture creating such series, class or tranche. The Notes of each series, class or tranche will be distinguished from the Notes of each other series, class or tranche in such manner, reasonably satisfactory to the Trustee, as the Issuer may determine.

(j) [RESERVED].

(k) Any terms or provisions in respect of the Notes of any series, class or tranche issued under this Indenture may be determined pursuant to this Section by providing in the applicable terms document for the method by which such terms or provisions will be determined.

37

SECTION 302. Denominations. The Notes of each tranche will be issuable in such denominations and currency as will be provided in the provisions of this Indenture or in or pursuant to the applicable terms document. In the absence of any such provisions with respect to the Notes of any tranche, the Notes of that tranche will be issued in denominations of $1,000 and multiples thereof.

SECTION 303. Execution, Authentication and Delivery and Dating. (a) The Notes will be executed on behalf of the Issuer by an Issuer Authorized Officer. The signature of any officer of the Managing Beneficiary or the Issuer Trustee on the Notes may be manual or facsimile.

(b) Notes bearing the manual or facsimile signatures of individuals who were at any time an Issuer Authorized Officer will bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices before the authentication and delivery of such Notes or did not hold such offices at the date of such Notes.

(c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication; and the Trustee will, upon request by an Issuer Certificate, authenticate and deliver such Notes as in this Indenture provided and not otherwise.

(d) Before any such authentication and delivery, the Trustee will be entitled to receive, in addition to any Issuer Certificate and Opinion of Counsel required to be furnished to the Trustee pursuant to Section 102, the Issuer Certificate and any other opinion or certificate relating to the issuance of the tranche of Notes required to be furnished pursuant to Section 202 or Section 311.

(e) The Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture.

(f) Unless otherwise provided in the form of Note for any tranche, all Notes will be dated the date of their authentication.

(g) No Note will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Note will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

SECTION 304. Temporary Notes. (a) Pending the preparation of definitive Notes of any tranche, the Issuer may execute, and, upon receipt of the documents required by Section 303, together with an Issuer Certificate, the Trustee will authenticate and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Notes in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the Issuer may determine, as evidenced by the Issuer’s execution of such Notes.

(b) If temporary Notes of any tranche are issued, the Issuer will cause definitive Notes of such tranche to be prepared without unreasonable delay. After the preparation of definitive Notes,

38

the temporary Notes of such tranche will be exchangeable for definitive Notes of such tranche upon surrender of the temporary Notes of such tranche at the office or agency of the Issuer in a Place of Payment, without charge to the Holder; and upon surrender for cancellation of any one or more temporary Notes the Issuer will execute and the Trustee will authenticate and deliver in exchange therefor a like stated principal amount of definitive Notes of such tranche of authorized denominations and of like tenor and terms. Until so exchanged the temporary Notes of such tranche will in all respects be entitled to the same benefits under this Indenture as definitive Notes of such tranche.

SECTION 305. Registration, Transfer and Exchange. (a) The Issuer will keep or cause to be kept a register (herein sometimes referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer will provide for the registration of Notes, or of Notes of a particular tranche, and for transfers of Notes or of Notes of such tranche. Any such register will be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the information contained in such register or registers will be available for inspection by the Trustee at the office or agency to be maintained by the Issuer as provided in Section 1102.

(b) Subject to Section 204, upon surrender for transfer of any Note of any tranche at the office or agency of the Issuer in a Place of Payment, the Issuer will execute, and the Trustee will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of such tranche of any authorized denominations, of a like aggregate stated principal amount, Expected Principal Payment Date and Legal Maturity Date and of like terms.

(c) Subject to Section 204, at the option of the Holder, Notes of any tranche may be exchanged for other Notes of such tranche of any authorized denominations, of a like aggregate stated principal amount, Expected Principal Payment Date and Legal Maturity Date and of like terms, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer will execute, and the Trustee will authenticate and deliver, the Notes which the Noteholder making the exchange is entitled to receive.

(d) All Notes issued upon any transfer or exchange of Notes will be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange.

(e) Every Note presented or surrendered for transfer or exchange will (if so required by the Issuer or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Note Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

39

(f) Unless otherwise provided in the Note to be transferred or exchanged, no service charge will be made on any Noteholder for any transfer or exchange of Notes, but the Issuer may (unless otherwise provided in such Note) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes, other than exchanges pursuant to Sections 205, 304 or 1006 not involving any transfer.

(g) None of the Issuer, the Trustee, any agent of the Trustee, any Paying Agent or the Note Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

(h) The Issuer initially appoints Citibank to act as Note Registrar for the Notes on its behalf. The Issuer may at any time and from time to time authorize any Person to act as Note Registrar in place of Citibank with respect to any tranche of Notes issued under this Indenture.

(i) Registration of transfer of Notes containing the following legend or to which the following legend is applicable:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.”

will be effected only if such transfer is made pursuant to an effective registration statement under the Securities Act, or is exempt from the registration requirements under the Securities Act. In the event that registration of a transfer is to be made in reliance upon an exemption from the registration requirements under the Securities Act, the transferor or the transferee will deliver, at its expense, to the Issuer and the Trustee, an investment letter from the transferee, substantially in the form of the investment letter attached hereto as Exhibit D or such other form as the Issuer may determine, and no registration of transfer will be made until such letter is so delivered.

Notes issued upon registration or transfer of, or Notes issued in exchange for, Notes bearing the legend referred to above will also bear such legend unless the Issuer, the Trustee and the Note Registrar receive an Opinion of Counsel, satisfactory to each of them, to the effect that such legend may be removed.

Whenever a Note containing the legend referred to above is presented to the Note Registrar for registration of transfer, the Note Registrar will promptly seek instructions from the Issuer regarding such transfer and will be entitled to receive an Issuer’s Certificate prior to registering any such transfer. The Issuer hereby agrees to indemnify the Note Registrar and the Trustee and to hold each of them harmless against any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by them in relation to any such instructions furnished pursuant to this clause.

40

SECTION 306. Mutilated, Destroyed, Lost and Stolen Notes. (a) If (i) any mutilated Note is surrendered to the Trustee, or the Issuer and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Issuer and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer or the Trustee that such Note has been acquired by a bona fide purchaser, the Issuer will execute and upon its request the Trustee will authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a new Note of like tenor, series, class or tranche, Expected Principal Payment Date, Legal Maturity Date and stated principal amount, bearing a number not contemporaneously Outstanding.

(b) In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Note, pay such Note.

(c) Upon the issuance of any new Note under this Section, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

(d) Every new Note issued pursuant to this Section in lieu of any destroyed, lost or stolen Note will constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Note will be at any time enforceable by anyone, and will be entitled to all the benefits of this Indenture that such destroyed, lost or stolen Note was entitled equally and proportionately with any and all other Notes of the same series, class or tranche duly issued hereunder.

(e) The provisions of this Section are exclusive and will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

SECTION 307. Payment of Interest; Interest Rights Preserved. (a) Unless otherwise provided with respect to such Note pursuant to Section 301, interest payable on any Note will be paid to the Person in whose name that Note (or one or more Predecessor Notes) is registered at the close of business on the most recent Record Date.

(b) Subject to clause (a), each Note delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Note will carry the rights to interest accrued or principal accreted and unpaid, and to accrue or accrete, which were carried by such other Note.

SECTION 308. Persons Deemed Owners. The Issuer, the Trustee, the Issuer Trustee, the Beneficiaries and any agent of the Issuer, the Trustee, the Issuer Trustee, or the Beneficiaries may treat the Person who is proved to be the owner of such Note pursuant to Section 104(c) as the owner of such Note for the purpose of receiving payment of principal of and (subject to Section 307)

41

interest on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Issuer, the Trustee, the Issuer Trustee, the Beneficiaries nor any agent of the Issuer, the Trustee, the Issuer Trustee or the Beneficiaries will be affected by notice to the contrary.

SECTION 309. Cancellation. All Notes surrendered for payment, redemption, transfer or exchange will, if surrendered to any Person other than the Trustee, be delivered to the Trustee and, if not already canceled, will be promptly canceled by it. The Issuer may at any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered will be promptly canceled by the Trustee. No Note will be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section, except as expressly permitted by this Indenture. The Trustee will dispose of all canceled Notes in accordance with its customary procedures and will deliver a certificate of such disposition to the Issuer.

SECTION 310. Computation of Interest. Unless otherwise provided as contemplated in Section 301, (a) interest on the Notes computed at a fixed rate will be calculated on the basis of a 360-day year of twelve 30-day months and (b) interest on Notes computed on the basis of a floating or periodic rate will be calculated on the basis of a 360-day year for the actual number of days elapsed.

SECTION 311. New Issuances of Notes. (a) The Issuer may issue new Notes of any series, class or tranche, so long as the following conditions precedent are satisfied:

(i) on or before the fourth Business Day before the date that the new issuance is to occur, the Issuer gives the Trustee and the Rating Agencies written notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of the issuance;

(ii) the Issuer delivers to the Trustee an Issuer Certificate to the effect that:

(A) the Issuer reasonably believes that the new issuance will not at the time of its occurrence or at a future date cause an Adverse Effect on any Outstanding Notes;

(B) all instruments furnished to the Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Trustee to authenticate and deliver such Notes;

(C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture;

(D) all laws and requirements with respect to the execution and delivery by the Issuer of such Notes have been complied with, the Issuer has the power and authority to issue such Notes and such Notes have been duly authorized and delivered by the Issuer and, assuming due authentication and delivery by the Trustee, constitute legal, valid and binding obligations of the Issuer enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency,

42

moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Notes, if any, of such series, class or tranche Outstanding, subject to the terms of this Indenture and each terms document; and

(E) such other matters as the Trustee may reasonably request;

(iii) the Issuer will have delivered to the Trustee and the Rating Agencies a Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such issuance; provided, however, that if the Threshold Conditions are satisfied, the Issuer at its option, will not be required to deliver such opinions;

(iv) either (A) all of the following conditions are met:

(1) such Notes are denominated in Dollars;

(2) the interest rate applicable to such Notes is either a fixed rate of interest, or a floating rate of interest based on the London interbank offered rate, the prime or base rate of Citibank or another major money center bank, the federal funds rate or the Treasury bill rate, or another interest rate index with respect to which the Issuer has received written confirmation from the applicable Rating Agencies that issuance of Notes with an interest rate based on such interest rate index will not have a Ratings Effect on any Outstanding Notes;

(3) if the Notes of the new issuance will have the benefit of a Derivative Agreement, with respect to the form of such Derivative Agreement and the applicable Derivative Counterparty, the Issuer has received written confirmation from the applicable Rating Agencies that entering into such Derivative Agreement on such form and with such Derivative Counterparty will not have a Ratings Effect on any Outstanding Notes;

(4) the Legal Maturity Date of such Notes is no more than 14 years after the date of issuance of such Notes; and

(5) any other conditions specified by a Rating Agency to the Issuer in writing;

or (B) the Issuer obtains written confirmation from the applicable Rating Agencies that the issuance of such Notes will not have a Ratings Effect on any Outstanding Notes;

43

(v) either (A) at the time of the new issuance, the Notes of the new issuance will be rated no lower than the following ratings categories by at least one nationally recognized Rating Agency:

Note	Rating
Class A	AAA or its equivalent for long-term Notes, or A-1+/P-1 or its equivalent for commercial paper Notes
Class B	A or its equivalent
Class C	BBB or its equivalent

or (B) the Issuer has obtained written confirmation from each Rating Agency that there will be no Ratings Effect with respect to any Outstanding Notes as a result of the issuance of those Notes;

(vi) no Amortization Event as defined in the Pooling and Servicing Agreement with respect to the Collateral Certificate will have occurred and be continuing as of the date of the new issuance, and no event which, with the passage of time, would constitute an Amortization Event described in Section 9.01(e) of the Pooling and Servicing Agreement will have occurred and be continuing as of the date of the new issuance;

(vii) in the case of foreign currency Notes, the Issuer will have appointed one or more Paying Agents in the appropriate countries;

(viii) in the case of the issuance of Notes of a tranche of a Multiple Issuance Series, the conditions specified in Sections 312 and 313, as applicable, are satisfied;

(ix) if the issuance of Notes results in an increase in the targeted deposit amount of any Class C Reserve sub-Account of a tranche of Class C Notes of a Multiple Issuance Series, the Issuer will have funded such increase with a cash deposit to such Class C Reserve sub-Account; and

(x) any other conditions specified in the applicable terms document.

(b) The Issuer and the Trustee will not be required to obtain the consent of any Noteholder of any Outstanding series, class or tranche to issue any additional Notes of any series, class or tranche.

SECTION 312. Specification of Required Subordinated Amount and other Terms with Respect to each Class of a Multiple Issuance Series. (a) With respect to senior classes of non-Discount Notes of a Multiple Issuance Series, and subject to clause (b):

(i) the Class A Required Subordinated Amount of Class B Notes will be an amount equal to 5.98291% of the Initial Dollar Principal Amount of that tranche of Class A Notes;

44

(ii) the Class A Required Subordinated Amount of Class C Notes will be an amount equal to 7.97721% of the Initial Dollar Principal Amount of that tranche of Class A Notes; and

(iii) the Class B Required Subordinated Amount of Class C Notes will be an amount equal to 133.33333% of the Initial Dollar Principal Amount of that tranche of Class B Notes; provided, however,

(A) for purposes of Section 313(c), the Class B Required Subordinated Amount of Class C Notes of a tranche or series will be an amount equal to 7.52688% of the Initial Dollar Principal Amount of the applicable tranche or series of Class B Notes, as the case may be, and

(B) for purposes of Section 516(a)(iii), the Required Subordinated Amount of Class C Notes for Outstanding Class B Notes of a tranche or series will be an amount equal to 7.52688% of the Initial Dollar Principal Amount of the applicable tranche or series of Class B Notes, as the case may be.

With respect to senior classes of Discount Notes, the Required Subordinated Amount will be stated in the applicable terms document, subject to clause (b).

(b) The Issuer may at any time without the consent of any Noteholder change the Required Subordinated Amounts of a Multiple Issuance Series, the method of calculating the available subordinated amount of the Notes of a series and the usage of the subordinated amount of the Notes of a series, and make corresponding changes in this Indenture, so long as the Issuer has (i) received written confirmation from each Rating Agency that has rated any Outstanding Notes of that series that such change will not result in a Ratings Effect with respect to any Outstanding Notes in that series and (ii) delivered to the Trustee and the Rating Agencies a Master Trust Tax Opinion and an Issuer Tax Opinion.

SECTION 313. Required Subordinated Amount Conditions to Issuance of Notes of a Tranche of a Senior Class of a Multiple Issuance Series. (a) Class A Required Subordinated Amount of Class B Notes. On the issuance date of Class A Notes of a tranche of a Multiple Issuance Series, immediately after giving effect to such issuance, the available subordinated amount of Class B Notes of that series must be at least equal to the Class A Required Subordinated Amount of Class B Notes for that series. For purposes of this Section, the available subordinated amount of Class B Notes of a series as of any date means the sum of the following, after giving effect to any issuances, deposits, allocations or payments to be made on that date:

(i) the aggregate Nominal Liquidation Amount of all Outstanding tranches of Class B Notes of that series on that day;

plus

(ii) the aggregate amount on deposit in the Principal Funding sub-Accounts for all Outstanding tranches of Class B Notes of that series (other than any Receivables Sales Proceeds Deposit Amount of tranches of Class B Notes of that series);

45

minus

(iii) the aggregate amount of the Class A Required Subordinated Amount of Class B Notes for all other tranches of Class A Notes of that series which are Outstanding on that date;

plus

(iv) the aggregate amount of all Class A Usage of Class B Required Subordinated Amount by any Outstanding tranche of Class A Notes of that series.

(b) Class A Required Subordinated Amount of Class C Notes. On the issuance date of Class A Notes of a tranche of a Multiple Issuance Series, immediately after giving effect to such issuance, the available subordinated amount of Class C Notes of that series must be at least equal to the Class A Required Subordinated Amount of Class C Notes for that series. For purposes of this clause, the available subordinated amount of Class C Notes of a series as of any date means the sum of the following, after giving effect to any issuances, deposits, allocations or payments to be made on that date:

(i) the aggregate Nominal Liquidation Amount of all Outstanding tranches of Class C Notes of that series on that day;

plus

(ii) the aggregate amount on deposit in the Principal Funding sub-Accounts for all Outstanding tranches of Class C Notes of that series (other than any Receivables Sales Proceeds Deposit Amount of tranches of Class C Notes of that series);

minus

(iii) the aggregate amount of the Class A Required Subordinated Amount of Class C Notes for all other tranches of Class A Notes of that series which are Outstanding on that date;

plus

(iv) the aggregate amount of all Class A Usage of Class C Required Subordinated Amount by any Outstanding tranche of Class A Notes of that series.

(c) Class B Required Subordinated Amount of Class C Notes. On the issuance date of Class B Notes of a tranche of a Multiple Issuance Series, immediately after giving effect to such issuance, the available subordinated amount of Class C Notes of that series must be at least equal to the Class B Required Subordinated Amount of Class C Notes for that series. For purposes of this clause, the available subordinated amount of Class C Notes of a series as of any date means the sum of the following, after giving effect to any issuances, deposits, allocations or payments to be made on that date:

(i) the aggregate Nominal Liquidation Amount of all Outstanding tranches of Class C Notes of that series on that day;

46

plus

(ii) the aggregate amount on deposit in the Principal Funding sub-Accounts for all Outstanding tranches of Class C Notes of that series (other than any Receivables Sales Proceeds Deposit Amount of tranches of Class C Notes of that series);

minus

(iii) the aggregate amount of the Class B Required Subordinated Amount of Class C Notes for all other tranches of Class B Notes of that series which are Outstanding on that date;

plus

(iv) the aggregate amount of all Class B Usage of Class C Required Subordinated Amount under clauses (c)(iii) and (c)(iv) of Section 513 by any Outstanding tranche of Class B Notes of that series.

(d) Required Subordinated Amounts of Senior Classes. On the issuance date of Notes of a tranche of Class A Notes or Class B Notes of a Multiple Issuance Series, immediately after giving effect to such issuance, the available subordinated amount of Class C Notes of that series must be at least equal to 7.52688% of the Outstanding Dollar Principal Amount of the Class A Notes and Class B Notes of that series. For purposes of this clause, the available subordinated amount of Class C Notes of a series as of any date means the sum of the following, after giving effect to any issuances, deposits, allocations or payments to be made on that date:

(i) the aggregate Nominal Liquidation Amount of all Outstanding tranches of Class C Notes of that series on that day;

plus

(ii) the aggregate amount on deposit in the Principal Funding sub-Accounts for all Outstanding tranches of Class C Notes of that series (other than any Receivables Sales Proceeds Deposit Amount of tranches of Class C Notes of that series).

ARTICLE IV

Accounts and Investments

SECTION 401. Collections. Except as otherwise expressly provided herein, the Trustee may demand payment or delivery of, and will receive and collect, directly and without intervention or assistance from any fiscal agent or other intermediary, all money and other property payable to or receivable by the Trustee pursuant to this Indenture including, without limitation, all funds and other property payable to the Trustee pursuant to the Collateral (collectively, the “Collections”). The Trustee will hold all such money and property received by it as part of the Collateral and will apply it as provided in this Indenture.

SECTION 402. Accounts. (a) Accounts; Deposits to and Distributions from Accounts. On or before the Effective Date, the Issuer will open and will thereafter cause to be maintained, at an

47

Eligible Institution (initially Citibank), one or more segregated deposit accounts (collectively, the “Collection Account”). The Issuer will require that all collections received from the Master Trust pursuant to the Series 2000 Supplement be deposited into the Collection Account. On or before the Effective Date, the Trustee will cause to be established and maintained at an Eligible Institution (initially Citibank), three segregated trust accounts denominated as follows: the “Interest Funding Account”, the “Principal Funding Account” and the “Class C Reserve Account”, and from time to time in connection with the issuance of a series, class or tranche of Notes, the Trustee may establish one or more segregated trust accounts denominated as “Supplemental Accounts”. If, at any time, either the Collection Account, Interest Funding Account, Principal Funding Account or Class C Reserve Account ceases to be an Eligible Deposit Account, the Issuer will within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent in writing) establish a new Collection Account, Interest Funding Account, Principal Funding Account or Class C Reserve Account, as the case may be, which is an Eligible Deposit Account, transfer any cash and/or investments to such new Collection Account, Interest Funding Account, Principal Funding Account or Class C Reserve Account and from the date such new Collection Account, Interest Funding Account, Principal Funding Account or Class C Reserve Account is established, it will be the “Collection Account”, “Interest Funding Account”, “Principal Funding Account” or “Class C Reserve Account”, as the case may be. Each tranche of Notes will have its own sub-Account within the Interest Funding Account and the Principal Funding Account. Each tranche of Class C Notes will have its own sub-Account within the Class C Reserve Account. Supplemental Accounts will be created as specified in the applicable terms document. The Collection Account, the Interest Funding Account, the Principal Funding Account and the Class C Reserve Account will receive deposits pursuant to Article V. Any Supplemental Account will receive deposits as set forth in a supplemental indenture amending Article V.

(b) All payments to be made from time to time by or on behalf of the Trustee to Noteholders out of funds in the Accounts pursuant to this Indenture will be made by or on behalf of the Trustee to the Paying Agent not later than 12:00 noon on the applicable Payment Date or earlier, if necessary, or as otherwise provided in Article V but only to the extent of available funds in the applicable sub-Account.

SECTION 403. Investment of Funds in the Accounts. (a) Funds on deposit in the Accounts will be invested and reinvested by the Trustee at the direction of the Issuer in one or more Eligible Investments. The Issuer may authorize the Trustee to make specific investments pursuant to written instructions (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed), in such amounts as the Issuer will specify. Notwithstanding the foregoing, funds held by the Trustee in any of the Accounts will be invested in Eligible Investments that will mature in each case no later than the date on which such funds in the Accounts are scheduled to be transferred or distributed by the Trustee pursuant to this Indenture (or as much earlier as necessary to provide for timely payment of principal or interest on the applicable Principal Payment Date or Interest Payment Date).

(b) All funds deposited from time to time in the Accounts pursuant to this Indenture and all investments made with such funds will be held by the Trustee in the Accounts as part of the Collateral as herein provided, subject to withdrawal by the Trustee for the purposes set forth herein. The Issuer will not direct the Trustee to make any investment of any funds or to sell any investment held in the Accounts unless the security interest granted and perfected in such Accounts will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by the Issuer or the Trustee.

48

(c) Funds and other property in any of the Accounts will not be commingled with any other funds or property of the Issuer. Notwithstanding the foregoing, the Trustee may hold any funds or other property received or held by it as part of the Accounts in collecting accounts maintained by it in the normal course of its business and containing funds held by it for other Persons (which may include the Issuer or an Affiliate thereof), provided that such accounts are under the sole control of the Trustee and the Trustee maintains adequate records indicating the ownership of all such funds or property and the portions thereof held for credit to the applicable Accounts.

(d) The Issuer will not direct the Trustee to make any investment of any funds in any of the Accounts or to sell any investment held in such Accounts except under the following terms and conditions:

(i) each such investment will be made in the name of the Trustee (in its capacity as such) or in the name of a nominee of the Trustee under its complete and exclusive dominion and control (or, if, as indicated by an Opinion of Counsel delivered to the Trustee, applicable law provides for perfection of pledges of an instrument not evidenced by a certificate or other instrument through registration of such pledge on books maintained by or on behalf of the issuer of such investment, such pledge may be so registered);

(ii) the Trustee will have sole control over such investment, the income thereon and the proceeds thereof;

(iii) other than the investments described in clause (i), any certificate or other instrument evidencing such investment will be delivered directly to the Trustee or its agent; and

(iv) the proceeds of each sale of such an investment will be remitted by the purchaser thereof directly to the Trustee for deposit in the Account in which such investment was held.

(e) All income or other gain from investments of funds on deposit in the Accounts (other than the Principal Funding Account) will be treated as Finance Charge Collections pursuant to Section 501(2). Any loss resulting from such investments will be charged to the sub-Accounts pro rata based on the amount on deposit in such sub-Account.

The Issuer may use weighted averaging or any other reasonable method for allocating losses among such sub-Accounts. Subject to Section 801(c), the Trustee will not in any way be held liable by reason of any insufficiency in such sub-Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee’s failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with their terms.

(f) All income or other gain from investments of funds on deposit in the Principal Funding Account will be applied as set forth in Section 506.

49

(g) Funds on deposit in the Accounts will be invested and reinvested by the Trustee to the fullest extent practicable, in such manner as the Trustee will from time to time determine, but only in one or more Eligible Investments, upon the occurrence of any of the following events:

(i) the Issuer will have failed to give investment directions to the Trustee; or

(ii) an Event of Default will have occurred and is continuing but no Notes have been declared due and payable pursuant to Section 702.

SECTION 404. Excess Funds in the Interest Funding sub-Accounts or Principal Funding sub-Accounts. (a) With respect to any Due Period, if the Issuer determines that the amount on deposit in any Interest Funding sub-Account (after giving effect to all deposits and withdrawals to be made with respect to such Due Period) is greater than the amount targeted to be on deposit in such Interest Funding sub-Account with respect to such Due Period (subject to Section 507(e)), such excess will be withdrawn from such sub-Account and treated as Finance Charge Collections pursuant to Section 501(2).

(b) With respect to any Due Period, if the Issuer determines that the amount on deposit in any Principal Funding sub-Account (after giving effect to all deposits and withdrawals to be made with respect to that Due Period) is greater than the Outstanding Dollar Principal Amount of a tranche of Notes less the Nominal Liquidation Amount Deficit of that tranche, that excess will be withdrawn from such sub-Account and treated as Finance Charge Collections pursuant to Section 501(2).

ARTICLE V

Allocations, Deposits and Payments

SECTION 501. Allocations of Finance Charge Collections. With respect to each Due Period, the Trustee will allocate or cause to be allocated (1) Finance Charge Collections received by the Issuer with respect to that Due Period, and (2) amounts to be treated as Finance Charge Collections (including pursuant to Sections 403(e), 404(a) and (b), 506(d), 507(f), 511(f), 519(c), 523(j) and 527(c)) in the following priority:

(a) first, to pay accrued and unpaid fees and expenses of, and other amounts due to, the Trustee pursuant to Section 807;

(b) second, to make the targeted deposits to the Interest Funding Account pursuant to Section 503;

(c) third, to increase the Invested Amount of the Collateral Certificate or reimburse any Receivables Sales Proceeds Deposit Deficit pursuant to Section 527;

(d) fourth, to make the targeted deposit to the Class C Reserve Account, if any, pursuant to Section 518(a);

(e) fifth, to make any other payment or deposit required by the terms document of any series, class or tranche of Notes; and

(f) sixth, to the Issuer.

50

SECTION 502. Allocations of Principal Collections. With respect to each Due Period, the Trustee will allocate or cause to be allocated (1) Principal Collections received by the Issuer with respect to that Due Period, and (2) amounts to be treated as Principal Collections (including pursuant to Section 511(d)) in the following priority:

(a) first, with respect to each Due Period,

(i) first, if after giving effect to deposits to be made with respect to such Due Period pursuant to Section 501(b), any tranche of Class A Notes or Class B Notes of a series has not received the full amount targeted to be deposited pursuant to Section 503 with respect to that Due Period, then from (A) such Principal Collections and amounts to be treated as Principal Collections, to the extent the reallocation thereof under this clause (a) will result in the reduction of the Nominal Liquidation Amount of tranches of Class C Notes of that series, together with (B) Receivables Sales Proceeds Deposit Amounts on deposit in the Principal Funding sub-Account of tranches of Class C Notes of that series as of the last day of that Due Period, the following amounts will be allocated in the following priority:

(1) first, in an amount equal to the lesser of the amount of such funds and the amount of the deficiency in the targeted amount to be deposited into the Interest Funding sub-Account of each tranche of Class A Notes of that series, to be allocated to the Interest Funding sub-Accounts of Class A Notes of that series pro rata based on the amount of such deficiencies; and

(2) second, in an amount equal to the lesser of the amount of such funds (after giving effect to clause (1)) and the amount of the deficiency in the targeted amount to be deposited into the Interest Funding sub-Account of each tranche of Class B Notes of that series, to be allocated to the Interest Funding sub-Accounts of Class B Notes of that series pro rata based on the amount of such deficiencies;

provided, however, that such reallocations will be subject to the limits of Sections 512, 513 and 514.

(ii) second, with respect to each Due Period, if after giving effect to deposits to be made with respect to such Due Period pursuant to Section 501(b) and clause (a)(i), any tranche of Class A Notes of a series has not received the full amount targeted to be deposited pursuant to Section 503, then from (A) such Principal Collections and amounts to be treated as Principal Collections, to the extent the reallocation thereof under this clause (a) will result in the reduction of the Nominal Liquidation Amount of tranches of Class B Notes of that series, together with (B) Receivables Sales Proceeds Deposit Amounts on deposit in the Principal Funding sub-Account of tranches of Class B Notes of that series as of the last day of that Due Period, an amount equal to the lesser of the amount of such funds and the amount of the deficiency in the targeted amount to the Interest Funding sub-Account of each tranche of Class A Notes of that series, will be reallocated to the Interest Funding sub-Accounts of Class A Notes of that series pro rata based on the amount of such deficiencies; provided, however, that such reallocations will be subject to the limits of Sections 512, 513 and 514.

51

(b) second, together with amounts available pursuant to Section 523(e), to make the targeted deposits to the Principal Funding Account pursuant to Section 508; and

(c) third, together with any remaining amounts available pursuant to Section 523(e), to the Master Trust, to be reinvested in the Collateral Certificate pursuant to Section 520(c).

SECTION 503. Targeted Deposits of Finance Charge Collections to the Interest Funding Account. The aggregate amount of Finance Charge Collections targeted to be deposited into the Interest Funding Account pursuant to Section 501(b) with respect to each Due Period (other than any tranche of RSP Notes) is equal to the sum of the following amounts. A single tranche of Notes may be entitled to more than one of the following targeted deposits with respect to any Due Period. The targeted deposit with respect to any Due Period will also include any shortfall in the targeted deposit with respect to any prior Due Period. Unless otherwise specified in the applicable terms document:

(a) Specified Deposits. If the terms document for a tranche of Notes (other than any tranche of RSP Notes) specifies deposits in addition to or different from the deposits described below in this Section to be made to the Interest Funding sub-Account for that tranche, the deposit targeted for that tranche of Notes with respect to any Due Period is the specified amount for that Due Period. Unless an earlier date is determined pursuant to Section 522, these deposits will be made on the dates specified in the applicable terms document.

(b) Interest Payments not Covered by a Derivative Agreement. Unless otherwise specified in the applicable terms document: (i) If a tranche of Outstanding Interest-bearing Notes (other than any tranche of RSP Notes) provides for payments of interest that are not covered by a Derivative Agreement, the deposit targeted for that tranche of Notes with respect to each Due Period will be equal to the amount of interest accrued on the Adjusted Outstanding Dollar Principal Amount of that tranche of Notes during the period from the Monthly Interest Date in that Due Period (or the date of issuance of that tranche for the determination with respect to the first Monthly Interest Date) to the first Monthly Interest Date after the end of that Due Period. (ii) If a tranche of Interest-bearing Notes (other than any tranche of RSP Notes) has a Derivative Agreement that by its terms only covers a portion of the interest on such tranche of Notes (such as an interest rate cap or similar agreement), the deposit targeted under this clause will be the uncapped portion of the interest accrued on the Adjusted Outstanding Dollar Principal Amount of that tranche of Notes during that period. Unless an earlier date is determined pursuant to Section 522, these deposits referred to in this clause (b) will be made on each Monthly Interest Date for the applicable tranche.

(c) Notes with Performing Derivative Agreements. Unless otherwise specified in the applicable terms document: (i) If a tranche of Outstanding Dollar Notes or foreign currency Notes (other than any tranche of RSP Notes) has a Performing Derivative Agreement for interest that provides for monthly payments to the applicable Derivative Counterparty, the deposit targeted for that tranche of Notes with respect to each Due Period is equal to the amount required to be paid to the applicable Derivative Counterparty on the next payment

52

date under that Derivative Agreement following the end of that Due Period, multiplied by the Adjustment Ratio for that tranche as of the last day of such Due Period. Unless an earlier date is determined pursuant to Section 522, these deposits will be made on the payment date specified in the applicable Derivative Agreement. (ii) If a tranche of Dollar Notes or foreign currency Notes (other than any tranche of RSP Notes) has a Performing Derivative Agreement for interest that provides for payments less frequently than monthly to the applicable Derivative Counterparty, the deposit targeted for that tranche of Notes with respect to each Due Period is equal to the amount required to be paid to the Derivative Counterparty on the payment date under that Derivative Agreement next following the end of that Due Period, and allocable to the period from one such Interest Deposit Date (or in the case of the first Interest Deposit Date, from the date of issuance of that tranche of Notes) to the next Interest Deposit Date, taking into account the applicable interest rate and day count convention under that Derivative Agreement, multiplied by the Adjustment Ratio for that tranche as of the last day of such Due Period. Unless an earlier date is determined pursuant to Section 522, these deposits will be made on the payment date specified in the applicable Derivative Agreement in the month in which payment is scheduled to be made to the Derivative Counterparty, and on the Monthly Interest Date in each other month.

(d) Dollar Notes with non-Performing Derivative Agreements. Unless otherwise specified in the applicable terms document, if a tranche of Outstanding Dollar Interest-bearing Notes (other than any tranche of RSP Notes) has a non-Performing Derivative Agreement for interest, the deposit targeted for that tranche of Notes with respect to each Due Period will be equal to the amount of interest accrued on the Adjusted Outstanding Dollar Principal Amount of that tranche of Notes with respect to that Due Period from the Monthly Interest Date in that Due Period (or the date of issuance of that tranche for the determination with respect to the first Monthly Interest Date) to the first Monthly Interest Date after the end of that Due Period to the extent that such interest would have been covered by that non-Performing Derivative Agreement. Unless an earlier date is determined pursuant to Section 522, these deposits will be made on each Monthly Interest Date for the applicable tranche.

(e) Foreign Currency Notes with non-Performing Derivative Agreements. Unless otherwise specified in the applicable terms document: (i) If a tranche of Outstanding foreign currency Notes (other than any tranche of RSP Notes) has a non-Performing Derivative Agreement for interest that provides for monthly payments to the applicable derivative counterparty, then the calculation of the deposit targeted is made with reference to the amount of Dollars that would have been payable to the applicable Derivative Counterparty under the Derivative Agreement with respect to that Due Period if that Derivative Agreement were Performing, multiplied by the Adjustment Ratio for that tranche as of the last day of such Due Period. Unless an earlier date is determined pursuant to Section 522, these deposits will be made on each Monthly Interest Date for the applicable tranche. (ii) If a tranche of Outstanding foreign currency Notes (other than any tranche of RSP Notes) has a non-Performing Derivative Agreement for interest that provides for payments less frequently than monthly to the applicable Derivative Counterparty, the deposit targeted for that tranche of Notes with respect to each Due Period is equal to the amount required to be paid to the Derivative Counterparty on the payment date under that Derivative Agreement next following the end of that Due Period, and allocable to the period from one such Interest Deposit Date (or in the case of the first

53

Interest Deposit Date, from the date of issuance of that tranche of Notes) to the next Interest Deposit Date, taking into account the applicable interest rate and day count convention under that Derivative Agreement, multiplied by the Adjustment Ratio for that tranche as of the last day of such Due Period. Unless an earlier date is determined pursuant to Section 522, these deposits will be made on each Monthly Interest Date.

(f) Discount Notes. Unless otherwise specified in the applicable terms document, in the case of a tranche of Outstanding Discount Notes (other than any tranche of RSP Notes), the deposit targeted for that tranche of Notes with respect to any Due Period is equal to the amount of accretion of principal of that tranche of Notes from the Monthly Principal Date in that Due Period (or in the case of the first Monthly Principal Date, from the date of issuance of that tranche) to the first Monthly Principal Date after the end of that Due Period, multiplied by the Adjustment Ratio for that tranche as of the last day of such Due Period. Unless an earlier date is determined pursuant to Section 522, these deposits will be made on each Monthly Principal Date for the applicable tranche.

(g) Interest on Overdue Interest. Unless otherwise specified in the applicable terms document, the deposit targeted for any tranche of Outstanding Notes for any month that has accrued and overdue interest will be the interest accrued on that overdue interest from and including the Interest Payment Date in that month to but excluding the Interest Payment Date next following that month at the rate of interest applicable to the principal of that tranche during that period.

SECTION 504. Payments Received from Derivative Counterparties for Interest; Other Deposits to the Interest Funding Account. The following deposits and payments will be made to the Interest Funding Account on the following dates:

(a) Payments Received From Derivative Counterparties for Interest. Payments received under Derivative Agreements for interest in Dollars will be deposited into the applicable Interest Funding sub-Account on the date of receipt. Payments received under Derivative Agreements for interest in foreign currencies will be made directly to the applicable Paying Agent for payment to the Holders of the applicable tranche of Notes, or as otherwise specified in the applicable Derivative Agreement or applicable terms document.

(b) Principal Funding Account Earnings. Amounts received pursuant to Section 506(c) for any tranche of Notes will be deposited into the applicable Interest Funding sub-Account on each Monthly Interest Date.

(c) Class C Reserve Account. Withdrawals made from any Class C Reserve sub-Account pursuant to Section 519(a) will be deposited into the applicable Interest Funding sub-Account on the date specified in Section 519(a).

(d) Receivables Sales Proceeds. Receivables Sales Proceeds received by the Issuer pursuant to Section 523(i)(ii) for any tranche of RSP Notes will be deposited into the applicable Interest Funding sub-Account on the date of receipt by the Issuer.

SECTION 505. Allocation of Deposits to Interest Funding sub-Accounts. The aggregate amount of the deposits to be made to the Interest Funding Account pursuant to Section 503 for

54

each Due Period will be allocated, and a portion deposited into the Interest Funding sub-Account for each tranche of Notes (other than any tranche of RSP Notes), as follows:

(a) Available Amounts Equal to Targeted Amounts. If the amount of funds available for a Due Period pursuant to Section 501(b) is at least equal to the aggregate amount of the deposits and payments targeted by Section 503, then the full amount of each such deposit and payment will be made.

(b) Available Amounts are Less than Targeted Amounts. (i) If the amount of funds available for a Due Period pursuant to Section 501(b) is less than the aggregate amount of the deposits and payments targeted by Section 503, then the amount available will be allocated to each series of Notes pro rata based on the ratio of the Nominal Liquidation Amount of all Notes of that series to the aggregate Nominal Liquidation Amount of all series.

(ii) For all series identified as belonging to “Group 1”, the amounts allocated to the tranches of Notes of those series (other than any tranche of RSP Notes) pursuant to clause (b) (i) will be reaggregated into a single pool, and reallocated to the Interest Funding sub-Account for each series, class or tranche of Notes in Group 1 pro rata based on the amount of the deposit targeted to be made to the applicable Interest Funding sub-Accounts pursuant to Section 503.

(iii) For all series identified as belonging to another group, the reallocation of amounts allocated pursuant to clause (b)(i) will be based on a rule for that group set forth in the applicable terms document.

(c) Other Funds not Reallocated. Funds deposited into any Interest Funding sub-Account pursuant to Sections 502(a), 504, 506 and 523(i)(ii) and funds on deposit from prior Due Periods will not be reallocated to any other Interest Funding sub-Account.

SECTION 506. Deposit of Principal Funding sub-Account Earnings in Interest Funding sub-Accounts; Principal Funding sub-Account Earnings Shortfall. (a) As of the end of each Due Period, the Issuer will calculate

(i) the Principal Funding sub-Account Earnings Target for each tranche of Notes (other than any tranche of RSP Notes),

(ii) the Principal Funding sub-Account Earnings for each tranche of Notes (other than any tranche of RSP Notes), and

(iii) the Principal Funding sub-Account Earnings Shortfall (if any) for the Principal Funding sub-Account for each tranche of Notes (other than any tranche of RSP Notes)

for the period from the Interest Deposit Date in that Due Period (or with respect to the first Interest Deposit Date with respect to that tranche, the date of issuance of that tranche) to the first Interest Deposit Date after the end of that Due Period (for purposes of this Section, a “monthly period”).

(b) If there is any Principal Funding sub-Account Earnings Shortfall for any Principal Funding sub-Account for that monthly period, or any unpaid Principal Funding sub-Account

55

Earnings Shortfall for any Principal Funding sub-Account from any earlier monthly period, in each case for any tranche of Notes other than a tranche of RSP Notes, the Issuer will notify the Master Trust pursuant to Section 5.03 of the Series 2000 Supplement of that amount.

(c) On each Interest Deposit Date, the Trustee will deposit or cause to be deposited into each applicable Interest Funding sub-Account the following amounts:

(i) the Principal Funding sub-Account Earnings for the related Principal Funding sub-Account for that monthly period, and

(ii) with respect to any tranche of Notes other than a tranche of RSP Notes, the amount received by the Issuer pursuant to Section 5.03 of the Series 2000 Supplement with respect to that Principal Funding sub-Account, if any.

(d) If the amount of Principal Funding sub-Account Earnings for any tranche of Notes (other than any tranche of RSP Notes) for any Due Period is greater than the Principal Funding sub-Account Earnings Target for that Due Period, the amount of the excess will be treated as Finance Charge Collections pursuant to Section 501(2) or as otherwise provided in the applicable terms document.

SECTION 507. Withdrawals from Interest Funding Account. Withdrawals made pursuant to this Section with respect to any tranche of Notes will be made from the Interest Funding sub-Account established for that tranche only after all allocations and reallocations have been made pursuant to Sections 503, 504, 505 and 506, but in no event more than the amount on deposit in the applicable Interest Funding sub-Account. A single tranche of Notes may be entitled to more than one of the following withdrawals in any month.

(a) Withdrawals for Dollar Notes with no Derivative Agreement for Interest. On each applicable Interest Payment Date (or as much earlier as specified in the applicable terms document) with respect to each tranche of Dollar Notes with no Derivative Agreement for interest, an amount equal to the interest due on the applicable tranche of Notes on the applicable Interest Payment Date (including any overdue interest with respect to prior Interest Payment Dates) will be withdrawn from that Interest Funding sub-Account and remitted to the applicable Paying Agent or as otherwise provided in the applicable terms document.

(b) Withdrawals for Discount Notes. On each applicable Monthly Principal Date, with respect to each tranche of Discount Notes, an amount equal to the amount of the accretion of principal of that tranche of Notes from the prior Monthly Principal Date (or in the case of the first Monthly Principal Date the date of issuance of that tranche) to the applicable Monthly Principal Date (plus any accretions of principal from prior Due Periods for which no withdrawal was made) will be withdrawn from that Interest Funding sub-Account and invested in the Collateral Certificate pursuant to Section 520(a).

(c) Withdrawals for Notes with Performing Derivative Agreements for Interest. On each date on which a payment is required under the applicable Derivative Agreement (or as much earlier as specified in the applicable terms document) with respect to any tranche of Notes which has a Performing Derivative Agreement for interest, an amount equal to the amount of the payment to be made under the applicable Derivative Agreement (including any overdue payment) will be withdrawn from that Interest Funding sub-Account and paid to the applicable Derivative Counterparty or as otherwise provided in the applicable terms document.

56

(d) Withdrawals for Notes with non-Performing Derivative Agreements for Interest in Dollars. On each Interest Payment Date (or as much earlier as specified in the applicable terms document) with respect to a tranche of Dollar Notes that has a non-Performing Derivative Agreement for interest, an amount equal to the amount of interest payable on that Interest Payment Date (including any overdue interest with respect to prior Interest Payment Dates) will be withdrawn from that Interest Funding sub-Account and remitted to the applicable Paying Agent or as otherwise provided in the applicable terms document.

(e) Withdrawals for Notes with non-Performing Derivative Agreements for Foreign Currency Interest. On each Interest Payment Date with respect to a tranche of foreign currency Notes that has a non-Performing Derivative Agreement for interest (or as much earlier as specified in the applicable terms document), an amount equal to the lesser of (i) the amount of Dollars necessary to be converted at the applicable Spot Exchange Rate to pay the foreign currency interest due (including any overdue interest with respect to prior Interest Payment Dates) on that tranche of Notes on the applicable Interest Payment Date and (ii) the amount that would have been payable to the applicable Derivative Counterparty with respect to that Interest Payment Date if the applicable Derivative Agreement had been Performing (including any overdue payments) will be withdrawn from that sub-Account and converted to the applicable foreign currency at the Spot Exchange Rate and remitted to the applicable Paying Agent. Any excess Dollar amount will be retained on deposit in the applicable Interest Funding sub-Account (subject to clause (f)) to be applied to make interest payments on later Interest Payment Dates.

(f) Treatment as Finance Charge Collections. After payment in full of any tranche of Notes, any amount remaining on deposit in the applicable Interest Funding sub-Account will be treated as Finance Charge Collections pursuant to Section 501(2).

(g) Receivables Sales Proceeds. Receivables Sales Proceeds on deposit in the Interest Funding sub-Account for any tranche of RSP Notes may be withdrawn on any Interest Payment Date (after giving effect to any payment of interest on that tranche on that date) to reimburse the Receivables Sales Proceeds Deposit Deficit of that tranche pursuant to Section 527(g).

If the aggregate amount available for withdrawal from an Interest Funding sub-Account for any tranche of Notes is less than all withdrawals required to be made from that Interest Funding sub-Account for that tranche in a month, then the amounts on deposit will be withdrawn and, if payable to more than one Person, applied pro rata based on the amounts of the withdrawals required to be made.

SECTION 508. Targeted Deposits of Principal Collections to the Principal Funding Account. Unless otherwise specified in the applicable terms document, the amount of the deposit targeted for any tranche of Notes (other than any tranche of RSP Notes) with respect to any Due Period to be deposited into the Principal Funding sub-Account for that tranche will be the sum of (i) the amount determined pursuant to clause (a), (b), (c) or (d) with respect to such tranche for such Due Period, as applicable, or if more than one such clause is applicable, the highest amount

57

determined pursuant to any one of such clauses, and (ii) any deposit targeted pursuant to clause (i) with respect to such tranche for any prior Due Period but for which the full targeted deposit was not made, but in no case more than the Nominal Liquidation Amount of such tranche (computed immediately before giving effect to such deposit).

(a) Expected Principal Payment Date. With respect to the Due Period immediately preceding the Expected Principal Payment Date of a tranche of Notes, and each Due Period thereafter, the deposit targeted for that tranche of Notes is equal to the Nominal Liquidation Amount of that tranche of Notes as of such Expected Principal Payment Date or the following Monthly Principal Date, as the case may be. Unless an earlier date is determined pursuant to Section 522, these deposits will be made on the applicable Expected Principal Payment Date and each following Monthly Principal Date.

(b) Budgeted Deposits. (i) Subject to Section 508(d), with respect to each Due Period, beginning with the twelfth full Due Period before the Expected Principal Payment Date of a tranche of Class A Notes but excluding the final Due Period before the Expected Principal Payment Date of that tranche of Class A Notes, the deposit targeted to be made into the Principal Funding sub-Account for that tranche will be the Controlled Accumulation Amount for that tranche specified in the applicable terms document, or if no amount is specified equal to one-eleventh, in the case of a Single Issuance Series, or one-twelfth, in the case of a Multiple Issuance Series, of the projected Outstanding Dollar Principal Amount of that tranche of Notes as of its Expected Principal Payment Date after deducting any amounts already on deposit in the applicable Principal Funding sub-Account. Subject to clause (ii) and unless an earlier date is determined pursuant to Section 522, these deposits will be made on the Monthly Principal Date next following the end of that Due Period.

(ii) Notwithstanding anything to the contrary in clause (i), and unless an earlier date is determined pursuant to Section 522, the Issuer may postpone the date of the targeted deposits under clause (i) under the following circumstances:

(A) Immediately before the twelfth full Due Period before the Expected Principal Payment Date for every Class A Note, the Issuer will calculate the minimum monthly principal expected to be paid to all Investor Certificates (including the Collateral Certificate) issued by the Master Trust.

(B) This calculation will be made by multiplying the lowest of the monthly principal payment rates for Principal Receivables during the twelve months preceding the date of calculation by the sum of (1) the aggregate Series Adjusted Invested Amount (as defined in each applicable supplement to the Pooling and Servicing Agreement) of each series of Investor Certificates (other than the Collateral Certificate and any series that by its terms is an “excluded series” as specified in the applicable supplement to the Pooling and Servicing Agreement) and (2) the Series 2000 Adjusted Invested Amount (as defined in the Series 2000 Supplement) of the Collateral Certificate less the Nominal Liquidation Amount of any Notes to the extent that such Notes constitute an Excluded Series pursuant to Section 1112.

58

(C) Using the minimum monthly principal amount expected to be paid on Principal Receivables, the Issuer will next compare that amount to the Invested Amounts of all Investor Certificates (including the Collateral Certificate, but excluding any Certificates representing Excluded Master Trust Series or series that are partially Excluded Master Trust Series, to the extent of that exclusion) with their expected maturity dates and the Outstanding Dollar Principal Amounts of all tranches of Notes with Expected Principal Payment Dates in the eleven or twelve, as applicable, Due Periods preceding the Expected Principal Payment Date of the tranche of Class A Notes for which the calculation is being performed. If the comparison reveals that the date of the targeted deposits can be postponed for that tranche of Class A Notes (with a corresponding increase in the amount of each deposit targeted) and the Issuer expects to receive Principal Collections adequate to repay that tranche of Class A Notes in full on its Expected Principal Payment Date, then the Issuer may designate a later Due Period (and correspondingly increased Controlled Accumulation Amount) with respect to which deposits to the Principal Funding sub-Account for that tranche of Class A Notes will begin. The comparison made will assume that the dates required for collection of Principal Collections are postponed to the maximum extent permitted by all Investor Certificates and tranches of Notes.

(c) Prefunding of the Principal Funding Account of Senior Classes. If the Issuer determines as of the end of any Due Period with respect to any Class A Notes or Class B Notes of a series that, after giving effect to all allocations and payments with respect to that Due Period, the Prefunding Target Amount of that class is greater than zero, the targeted deposit to the Principal Funding sub-Accounts for the affected classes of that series will be the Prefunding Target Amount for that series. Unless an earlier date is determined pursuant to Section 522, these deposits will be made on the Monthly Principal Date applicable to the Class A Notes or the Class B Notes, as the case may be, next following the end of that Due Period.

(d) Event of Default, Early Redemption Event, Other Optional or Mandatory Redemption. If any tranche of Notes has been accelerated during a Due Period after the occurrence of an Event of Default, or if an Early Redemption Event with respect to any tranche of Notes occurs during such Due Period, or with respect to the Due Period immediately preceding any other date fixed for any other mandatory or optional redemption of any tranche of Notes, the deposit targeted for that tranche of Notes with respect to that Due Period and each following Due Period is equal to the Nominal Liquidation Amount of that tranche of Notes as of the Monthly Principal Date occurring immediately after that Due Period. Unless an earlier date is determined pursuant to Section 522, these deposits will be made on the Monthly Principal Date next following the end of that Due Period.

59

SECTION 509. Payments Received from Derivative Counterparties for Principal; Other Deposits to Principal Funding Accounts. The following additional amounts will be deposited into the Principal Funding Account on the following dates:

(a) Payments Received from Derivative Counterparties. Payments received under Derivative Agreements for principal in Dollars for any tranche of Notes will be deposited into the applicable Principal Funding sub-Account on the date of receipt. Payments received under Derivative Agreements for principal in foreign currencies for any tranche of Notes will be made directly to the applicable Paying Agent for payment to the Holders of the applicable tranche of Notes, or as otherwise specified in the applicable Derivative Agreement or applicable terms document.

(b) Class C Reserve Account. Withdrawals made from any Class C Reserve sub-Account pursuant to Section 519(b) will be deposited into the applicable Principal Funding sub-Account on the date specified in Section 519(b).

(c) Receivables Sale Proceeds. Receivables Sales Proceeds received pursuant to Section 523(i)(i) for any tranche of RSP Notes will be deposited into the applicable Principal Funding sub-Account on the date of receipt by the Issuer.

(d) Reimbursements of Receivables Sales Proceeds Deposit Deficits. Any amounts relating to reimbursements of Receivables Sales Proceeds Deposit Deficits with respect to any tranche of RSP Notes pursuant to Section 527 hereof and pursuant to Section 4.03(b), (c) or (d) of the Series 2000 Supplement will be deposited into the applicable Principal Funding sub-Account on each Monthly Principal Date, or in months with a Principal Payment Date, on the preceding Business Day.

SECTION 510. Reallocations of Funds on Deposit in the Principal Funding sub-Accounts. The aggregate amount of the deposits to be made to the Principal Funding Account for each tranche of Notes (other than any tranche of RSP Notes) pursuant to Section 508 for each Due Period will be allocated, and a portion deposited in the Principal Funding sub-Account for each tranche of Notes, as follows:

(a) Principal Collections Equal to Targeted Amount. If the aggregate deposit of Principal Collections to the Principal Funding Account is equal to the sum of the deposits of Principal Collections targeted by each tranche of Notes, then that targeted amount is deposited in the Principal Funding sub-Account established for each tranche.

(b) Principal Collections Are Less Than Targeted Amounts. (i) Subject to clause (d), if the amount of Principal Collections on deposit in any Principal Funding sub-Account for a tranche of Class A Notes of a series is less than the sum of the deposits of Principal Collections targeted with respect to that tranche (other than amounts targeted for deposit with respect to an optional redemption of that tranche, to the extent specified in the applicable terms document) pursuant to Section 508, then amounts on deposit in Principal Funding sub-Accounts of Class B Notes and Class C Notes of that series will be reallocated to the Class A Principal Funding sub-Account for that tranche of Class A Notes, to be reallocated first from the Class C Principal Funding sub-Accounts in that series and second from Class B Principal Funding sub-Accounts in that series. If more than one tranche of Class A Notes requires a reallocation of amounts on deposit in the Principal Funding sub-Accounts of the Class B Notes and the Class C Notes of that series, then the reallocated amounts will be deposited in the Principal Funding sub-Account for each such tranche of Class A Notes of that series pro rata based on the ratio of (A) the Nominal Liquidation Amount of such tranche of Class A Notes, to (B) the aggregate Nominal Liquidation

60

Amounts of all tranches of Class A Notes of that series that require such reallocations, in each case calculated immediately before giving effect to such reallocations (but not more than the amount of the deposit targeted for such tranche, with any excess to be reallocated among the other tranches of Class A Notes of that series that require reallocations pro rata based on the Nominal Liquidation Amount of those tranches).

(ii) After giving effect to clause (b)(i), and subject to clause (d), if the amount on deposit in any applicable Principal Funding sub-Account for a tranche of Class B Notes of a series is less than the sum of the deposits targeted pursuant to Section 508 with respect to that tranche (other than amounts targeted for deposit with respect to an optional redemption of that tranche, to the extent specified in the applicable terms document), then amounts on deposit in Principal Funding sub-Accounts of the Class C Notes of that series will be reallocated to the Principal Funding sub-Account for that tranche of Class B Notes. If more than one tranche of Class B Notes requires a reallocation of amounts on deposit in the Principal Funding sub-Accounts of the Class C Notes of that series, then the reallocated amounts will be deposited in the Principal Funding sub-Account for each such tranche of Class B Notes of that series pro rata based on the ratio of (A) the Nominal Liquidation Amount of such tranche of Class B Notes, to (B) the aggregate Nominal Liquidation Amounts of all tranches of Class B Notes of that series that require such reallocations, in each case as calculated immediately before giving effect to such reallocations (but not more than the amount of the deposit targeted for such tranche, with any excess to be reallocated among the other tranches of Class B Notes of that series that require reallocations pro rata based on the Nominal Liquidation Amount of those tranches).

(c) Limitations on Reallocations of Principal Collections. (i) If the Nominal Liquidation Amount of any tranche of Notes of a subordinated class of a series has been reduced pursuant to clauses (b)(v) and (b)(vi) of the definition of Nominal Liquidation Amount and then reimbursed in whole or in part pursuant to clause (b)(iv) of the definition of Nominal Liquidation Amount, the maximum amount that may be reallocated from the Principal Funding sub-Account for that tranche to the Principal Funding sub-Accounts of any senior class of that series that was Outstanding before the date of such reduction in the Nominal Liquidation Amount is equal to the Outstanding Dollar Principal Amount of such tranche of Notes of the subordinated class, less the cumulative amount of such reductions since the dates that senior class was issued.

(ii) If amounts on deposit in the Principal Funding sub-Account for more than one tranche of Notes of a subordinated class of a series are required to be reallocated pursuant to clauses (b)(i) or (b)(ii), amounts will be withdrawn from the Principal Funding sub-Account for each such tranche of subordinated Notes pro rata based on the ratio of the Nominal Liquidation Amount of that tranche of Notes to the aggregate Nominal Liquidation Amount of all Notes of that class of that series; provided, however, that if any Nominal Liquidation Amount Deficit of that tranche has been reimbursed in whole or in part pursuant to clause (b)(iv) of the definition of Nominal Liquidation Amount, for purposes of calculating that ratio for allocating withdrawals of funds deposited into the Principal Funding sub-Account for senior classes of Notes of that series that were Outstanding before the date of such reduction in the Nominal Liquidation Amount, the Nominal Liquidation Amount as used in that ratio will be calculated without giving effect to such reimbursements.

61

(d) Receivables Sales Proceeds. Receivables Sales Proceeds on deposit in the Principal Funding sub-Account for any tranche of Notes (i) will not be reallocated to the Principal Funding sub-Account for any senior class of Notes, and (ii) will be reallocated to be treated as Finance Charge Collections pursuant to, and only to the extent permitted by, Section 513.

(e) Reallocation of Other Funds. Funds deposited into any Principal Funding sub-Account pursuant to Sections 509(a) and (b) will not be reallocated to any other Principal Funding sub-Account pursuant to this Section.

SECTION 511. Withdrawals from Principal Funding Account. Withdrawals made pursuant to this Section with respect to any tranche of Notes will be made from the Principal Funding sub-Accounts established for that tranche only after all allocations and reallocations have been made pursuant to Sections 508, 509 and 510, and reallocated on the same basis until those funds are fully applied. In no event will the amount of the withdrawal be more than the amount on deposit in the applicable Principal Funding sub-Account. A single tranche may be entitled to more than one of the following withdrawals with respect to any Due Period.

(a) Withdrawals for Dollar Notes with no Derivative Agreement for Principal. On each applicable Principal Payment Date (or as much earlier as specified in the applicable terms document) with respect to each tranche of Dollar Notes which has no Derivative Agreement for principal, an amount equal to the principal due on the applicable tranche of Notes on the applicable Principal Payment Date will be withdrawn from that Principal Funding sub-Account and remitted to the applicable Paying Agent or as otherwise provided by the applicable terms document.

(b) Withdrawals for Notes with Performing Derivative Agreements for Principal. On each date on which a payment is to be made under the applicable Derivative Agreement (or as much earlier as specified in the applicable terms document) with respect to any tranche of Notes which has a Performing Derivative Agreement for principal, an amount equal to the amount of the payment to be made under the applicable Derivative Agreement will be withdrawn from that Principal Funding sub-Account and paid to the applicable Derivative Counterparty or as otherwise provided by the applicable terms document. The Issuer will direct the applicable Derivative Counterparty to remit its payments under the applicable Derivative Agreement to the applicable Paying Agent or as otherwise provided by the applicable terms document.

(c) Withdrawals for Foreign Currency Notes with non-Performing Derivative Agreements for Principal. On each Principal Payment Date with respect to a tranche of foreign currency Notes that has a non-Performing Derivative Agreement for principal (or as much earlier as specified in the applicable terms document), an amount equal to the amount of Dollars necessary to be converted at the applicable Spot Exchange Rate to pay the foreign currency principal due on that tranche of Notes on the applicable Principal Payment Date will be withdrawn from that sub-Account and converted to the applicable foreign currency at the Spot Exchange Rate and remitted to the applicable Paying Agent.

(d) Withdrawal of Prefunding Excess Amount. If the Issuer on any date determines as of the end of any Due Period with respect to any class of Class A Notes or Class B Notes of a series that, without giving effect to all allocations and payments with respect to that

62

Due Period, the Prefunding Excess Amount of that class is greater than zero, that amount will be withdrawn from the Principal Funding sub-Account of that class of Notes and treated as Principal Collections pursuant to Section 502. Such withdrawals will be allocated among the Principal Funding sub-Account of the tranches of Notes of that class so that, after giving effect thereto, no such Principal Funding sub-Account will have an amount on deposit less than the amount then targeted to be on deposit in such Principal Funding sub-Account.

(e) Withdrawal of Receivables Sales Proceeds Deposit Amounts. Receivables Sales Proceeds Deposit Amounts reallocated pursuant to Section 502(a) (subject to Section 514) will be withdrawn from the applicable Principal Funding sub-Account on the applicable Monthly Interest Date. Receivables Sales Proceeds Deposit Amounts payable to the Master Trust pursuant to Section 526(e)(ii) will be withdrawn from the applicable Principal Funding sub-Account as soon as practicable after determination of the amount to be withdrawn and paid to the Master Trust as provided in Section 526.

(f) Treatment as Finance Charge Collections. Upon payment in full of any tranche of Notes, any remaining amount on deposit in the applicable Principal Funding sub-Account will be treated as Finance Charge Collections pursuant to Section 501(2).

SECTION 512. Limit on Reallocations of Principal Collections and Receivables Sales Proceeds Deposit Amounts Taken to Benefit Senior Classes of Single Issuance Series. With respect to Single Issuance Series for any Due Period, the aggregate amount of Principal Collections and Receivables Sales Proceeds Deposit Amounts reallocated pursuant to Section 502(a) to make deposits pursuant to Section 501(b) will be subject to the following limitations:

(a) With respect to Class A Notes of a Single Issuance Series, the aggregate amount of:

(i) all reallocations of Principal Collections that were deposited into the Interest Funding sub-Account of Class A Notes or Class B Notes of that series pursuant to Section 502(a), to the extent such reallocation resulted in the reduction of the Nominal Liquidation Amount of Class C Notes of that series;

(ii) all reallocations of Receivables Sales Proceeds Deposit Amounts that were deposited into the Interest Funding sub-Account of Class A Notes or Class B Notes of that series pursuant to Section 502(a), to the extent such reallocations resulted in the reduction of the Receivables Sales Proceeds Deposit Amount of Class C Notes of that series;

(iii) all reductions to the Nominal Liquidation Amount of the Class C Notes of that series from allocations of Investor Charge-Offs pursuant to Section 526; and

(iv) all reductions to the Receivables Sales Proceeds Deposit Amount of the Class C Notes of that series from allocations of Investor Charge-Offs pursuant to Section 526;

may not exceed the Outstanding Dollar Principal Amount of Class C Notes for that series.

63

(b) With respect to Class A Notes of a Single Issuance Series, the aggregate amount of:

(i) all reallocations of Principal Collections that were deposited into the Interest Funding sub-Account of Class A Notes of that series pursuant to Section 502(a), to the extent such reallocation resulted in the reduction of the Nominal Liquidation Amount of Class B Notes of that series;

(ii) all reallocations of Receivables Sales Proceeds Deposit Amounts that were deposited into the Interest Funding sub-Account of Class A Notes of that series pursuant to Section 502(a), to the extent such reallocations resulted in the reduction of the Receivables Sales Proceeds Deposit Amount of Class B Notes of that series;

(iii) all reductions to the Nominal Liquidation Amount of the Class B Notes of that series from allocations of Investor Charge-Offs pursuant to Section 526; and

(iv) all reductions to the Receivables Sales Proceeds Deposit Amount of the Class B Notes of that series from allocations of Investor Charge-Offs pursuant to Section 526;

may not exceed the Outstanding Dollar Principal Amount of Class B Notes for that series.

(c) With respect to Class B Notes of a Single Issuance Series, the aggregate amount of:

(i) all reallocations of Principal Collections that were deposited into the Interest Funding sub-Account of Class A Notes or Class B Notes of that series pursuant to Section 502(a), to the extent such reallocation resulted in the reduction of the Nominal Liquidation Amount of Class C Notes of that series;

(ii) all reallocations of Receivables Sales Proceeds Deposit Amounts that were deposited into the Interest Funding sub-Account of Class A Notes or Class B Notes of that series pursuant to Section 502(a), to the extent such reallocations resulted in the reduction of the Receivables Sales Proceeds Deposit Amount of Class C Notes of that series;

(iii) all reductions to the Nominal Liquidation Amount of the Class C Notes of that series from allocations of Investor Charge-Offs pursuant to Section 526; and

(iv) all reductions to the Receivables Sales Proceeds Deposit Amounts of the Class C Notes of that series from allocations of Investor Charge-Offs pursuant to Section 526;

may not exceed the Outstanding Dollar Principal Amount of Class C Notes for that series.

SECTION 513. Limit on Reallocations of Principal Collections and Receivables Sales Proceeds Deposit Amounts Taken to Benefit Senior Classes of Multiple Issuance Series. With respect to Multiple Issuance Series for any Due Period, the aggregate amount of the Principal

64

Collections and Receivables Sales Proceeds Deposit Amounts reallocated pursuant to Section 502(a) to make deposits pursuant to Section 501(b) will be subject to the following limitations:

(a) Limit on Reallocations to a tranche of Class A Notes from Class C Notes. Principal Collections, the reallocation of which results in the reduction of the Nominal Liquidation Amount of the Class C Notes of a series pursuant to Section 514, and the Receivables Sales Proceeds Deposit Amount of any tranche of Class C Notes of that series, may be reallocated pursuant to Section 502(a) to make deposits into the Interest Funding sub-Account for a tranche of Class A Notes of that series only to the extent, after giving effect to those deposits, that the sum of the following amounts (such sum being the “Class A Usage of Class C Required Subordinated Amount”) is not greater than the Class A Required Subordinated Amount of Class C Notes for that tranche of Class A Notes:

(i) the cumulative sum of all Investor Charge-Offs initially allocated to that tranche of Class A Notes pursuant to Section 526(a), and then reallocated to Class C Notes of that series pursuant to Section 526(b);

(ii) the cumulative sum of all amounts determined pursuant to the following formula, computed on each date while that tranche of Class A Notes is Outstanding and there is an allocation of Investor Charge-Offs to any tranche of Class B Notes of that series pursuant to Section 526(a):

Class A Required Subordinated Amount of Class B Notes for that tranche of Class A Notes	×	amount of Investor Charge-Offs initially allocated to Class B Notes of that series pursuant to Section 526(a), and then reallocated to Class C Notes of that series pursuant to Section 526(b) on that date
aggregate Outstanding Dollar Principal Amount of all Class B Notes of that series

(but not more than the amount of such reallocated Investor Charge-Offs);

(iii) the cumulative sum of all amounts determined pursuant to the following formula, computed on each date while that tranche of Class A Notes is Outstanding and there is an allocation of Investor Charge-Offs to any tranche of Class C Notes of that series pursuant to Section 526(a):

Class A Required Subordinated Amount of Class C Notes for that tranche of Class A Notes	×	amount of Investor Charge-Offs initially allocated to Class C Notes of that series pursuant to Section 526(a) on that date
aggregate Outstanding Dollar Principal Amount of all Class C Notes of that series

(but not more than the amount of such Investor Charge-Offs);

(iv) the cumulative sum of all Principal Collections and all Receivables Sales Proceeds Deposit Amounts reallocated to the Interest Funding sub-Account for that tranche of Class A Notes pursuant to Section 502(a) and deposited with respect to prior Due Periods and that Due Period that resulted in a reduction of the Nominal Liquidation Amount or Receivables Sales Proceeds Deposit Amount of a tranche of Class C Notes of that series; and

65

(v) the cumulative sum of all amounts determined pursuant to the following formula, computed on each date while that tranche of Class A Notes is Outstanding, and (A) Principal Collections are reallocated to the Interest Funding sub-Account for any tranche of Class B Notes of that series pursuant to Section 502(a), and that reallocation reduces the Nominal Liquidation Amount of any tranche of Class C Notes of that series, or (B) any Receivables Sales Proceeds Deposit Amount that is reallocated from the Principal Funding sub-Account for any tranche of Class C Notes of that series to the Interest Funding sub-Account for any tranche of Class B Notes of that series pursuant to Section 502(a):

Class A Required Subordinated Amount of Class B Notes for that tranche of Class A Notes	×	(a) amount of Principal Collections reallocated to the Interest Funding sub-Account for any tranche of Class B Notes of that series pursuant to Section 502(a) that reduces the Nominal Liquidation Amount of any tranche of Class C Notes of that series, and (b) amount of Receivables Sales Proceeds Deposit Amount reallocated from the Principal Funding sub-Account for any tranche of Class C Notes of that series to the Interest Funding sub-Account for any tranche of Class B Notes of that series pursuant to Section 502(a)
aggregate Outstanding Dollar Principal Amount of all Class B Notes of that series

(but not more than the amount of such reallocated Investor Charge-Offs).

(b) Limit on Reallocations to a tranche of Class A Notes from Class B Notes. Principal Collections, the reallocation of which results in the reduction of the Nominal Liquidation Amount of the Class B Notes of a series pursuant to Section 514, and the Receivables Sales Proceeds Deposit Amount of any tranche of Class B Notes of that series, may be reallocated pursuant to Section 502(a) to make deposits into the Interest Funding sub-Account for a tranche of Class A Notes of that series only to the extent, after giving effect to those deposits, that the sum of the following amounts (such sum being the “Class A Usage of Class B Required Subordinated Amount”) is not greater than the Class A Required Subordinated Amount of Class B Notes for that tranche of Class A Notes:

(i) the cumulative sum of all Investor Charge-Offs initially allocated to that tranche of Class A Notes pursuant to Section 526(a), and then reallocated to Class B Notes of that series pursuant to Section 526(b);

(ii) the cumulative sum of all amounts determined pursuant to the following formula, computed on each date while that tranche of Class A Notes is Outstanding and there is an allocation of Investor Charge-Offs to any tranche of Class B Notes of that series pursuant to Section 526(a):

Class A Required Subordinated Amount of Class B Notes for that tranche of Class A Notes	×	amount of Investor Charge-Offs initially allocated to Class B Notes of that series pursuant to Section 526(a), and not then reallocated to Class C Notes of that series pursuant to Section 526(b)
aggregate Outstanding Dollar Principal Amount of all Class B Notes of that series

(but not more than the amount of such unreallocated Investor Charge-Offs); and

66

(iii) the cumulative sum of all Principal Collections and all Receivables Sales Proceeds Deposit Amounts reallocated to the Interest Funding sub-Account for that tranche of Class A Notes pursuant to Section 502(a) and deposited with respect to prior Due Periods and that Due Period that resulted in a reduction of the Nominal Liquidation Amount or Receivables Sales Proceeds Deposit Amount of a tranche of Class B Notes of that series.

(c) Limit on Reallocations to a tranche of Class B Notes from Class C Notes. Principal Collections, the reallocation of which results in the reduction of the Nominal Liquidation Amount of the Class C Notes of a series pursuant to Section 514, and the Receivables Sales Proceeds Deposit Amount of any tranche of Class C Notes of that series, may be reallocated pursuant to Section 502(a) to make deposits into the Interest Funding sub-Account for a tranche of Class B Notes of that series only to the extent, after giving effect to those deposits, that the sum of the following amounts (such sum being the “Class B Usage of Class C Required Subordinated Amount”) is not greater than the Class B Required Subordinated Amount of Class C Notes for that tranche of Class B Notes:

(i) the cumulative sum of all amounts determined pursuant to the following formula, computed on each date while that tranche of Class B Notes is Outstanding and there is an allocation of Investor Charge-Offs to any tranche of Class A Notes of that series pursuant to Section 526(a):

the Nominal Liquidation Amount of that tranche of Class B Notes	×	amount of Investor Charge Offs initially allocated to Class A Notes of that series pursuant to Section 526(a), and then reallocated to Class C Notes of that series pursuant to Section 526(b) on that date
the aggregate Nominal Liquidation Amount of all Class B Notes of that series

(but not more than the amount of such reallocated Investor Charge-Offs);

(ii) the cumulative sum of all amounts determined pursuant to the following formula, computed on each date while that tranche of Class B Notes is Outstanding and there is an allocation of Investor Charge-Offs to any tranche of Class C Notes of that series pursuant to Section 526(a):

Class B Required Subordinated Amount of Class C Notes for that tranche of Class B Notes	×	amount of Investor Charge-Offs initially allocated to Class C Notes of that series pursuant to Section 526(a) on that date
aggregate Outstanding Dollar Principal Amount of all Class C Notes of that series

(but not more than the amount of such Investor Charge-Offs);

(iii) the cumulative sum of all Investor Charge-Offs initially allocated to that tranche of Class B Notes pursuant to Section 526(a), and then reallocated to Class C Notes of that series pursuant to Section 526(b);

(iv) the cumulative sum of all Principal Collections and all Receivables Sales Proceeds Deposit Amounts reallocated to the Interest Funding sub-Account

67

for that tranche of Class B Notes pursuant to Section 502(a) and deposited with respect to prior Due Periods and that Due Period that resulted in a reduction of the Nominal Liquidation Amount or Receivables Sales Proceeds Deposit Amount of a tranche of Class C Notes of that series; and

(v) the cumulative sum of all amounts determined pursuant to the following formula, computed on each date while that tranche of Class B Notes is Outstanding, and (A) Principal Collections are reallocated to the Interest Funding sub-Account for any tranche of Class A Notes of that series pursuant to Section 502(a), and that reallocation reduces the Nominal Liquidation Amount of any tranche of Class C Notes of that series, or (B) any Receivables Sales Proceeds Deposit Amount that is reallocated from the Principal Funding sub-Account for any tranche of Class C Notes of that series to the Interest Funding sub-Account for any tranche of Class A Notes of that series pursuant to Section 502(a):

the Nominal Liquidation Amount of that tranche of Class B Notes	×	(a) amount of Principal Collections reallocated to the Interest Funding sub-Account for any tranche of Class A Notes of that series pursuant to Section 502(a) that reduces the Nominal Liquidation Amount of any tranche of Class C Notes of that series, and (b) amount of Receivables Sales Proceeds Deposit Amount reallocated from the Principal Funding sub-Account for any tranche of Class C Notes of that series to the Interest Funding sub-Account for any tranche of Class A Notes of that series
the aggregate Nominal Liquidation Amount of all Class B Notes of that series

SECTION 514. Computation of Amount of Reallocations of Principal Collections and Receivables Sales Proceeds Deposit Amounts Taken from Subordinated Classes; Allocations of Reductions to the Nominal Liquidation Amount of Subordinated Classes from Reallocations of Principal Collections and Receivables Sales Proceeds Deposit Amounts. The aggregate amount of Principal Collections and Receivables Sales Proceeds Deposit Amounts that may be reallocated pursuant to Section 502(a) with respect to any Due Period with respect to any series of Notes will be equal to the lesser of (1) the largest amount that will not result in a violation of Section 512 or 513, as the case may be, and (2) the largest amount that may be reallocated to result in the reduction of the Nominal Liquidation Amount or Receivables Sales Proceeds Deposit Amount of the subordinated classes of Notes of that series that will not result in a violation of this Section.

(a) Each reallocation of Principal Collections and Receivables Sales Proceeds Deposit Amounts deposited to the Interest Funding sub-Account of a senior class of a series pursuant to Section 502(a) will reduce the Nominal Liquidation Amount or Receivables Sales Proceeds Deposit Amount of each tranche of Class C Notes of that series pro rata based on the ratio of (1) the Nominal Liquidation Amount and Receivables Sales Proceeds Deposit Amount of such tranche of Class C Notes of that series to (2) the aggregate Nominal Liquidation Amount or Receivables Sales Proceeds Deposit Amount of all tranches of Class C Notes of that series; provided, however, that

(i) amounts reallocated to the Interest Funding sub-Accounts for Class A Notes and Class B Notes of a series will be treated pro rata under this clause (a) based on the amounts reallocated;

68

(ii) in the case of any tranche of Class A Notes or Class B Notes that was Outstanding before the date of any reimbursement of a reduction of the Nominal Liquidation Amount or Receivables Sales Proceeds Deposit Amount of any tranche of Class C Notes of that series pursuant to Section 527, for purposes of applying amounts of reallocations of Principal Collections or Receivables Sales Proceeds Deposit Amounts deposited into the Interest Funding sub-Account of that tranche of Class A Notes or Class B Notes, the ratio set forth in clauses (a)(1) and (a)(2) of this clause will be determined without regard to that reimbursement;

(iii) any allocation of any such reduction that would otherwise have reduced the Nominal Liquidation Amount or Receivables Sales Proceeds Deposit Amount of a tranche of Class C Notes below zero will be reallocated to the remaining tranches of Class C Notes as set forth in this clause (a), but in no event will the Nominal Liquidation Amount or Receivables Sales Proceeds Deposit Amount of any tranche of Class C Notes be reduced below zero; and

(iv) any portion of any reallocation of Principal Collections or Receivables Sales Proceeds Deposit Amounts deposited pursuant to Section 502(a) that cannot be allocated to the Nominal Liquidation Amount or Receivables Sales Proceeds Deposit Amount of Class C Notes pursuant to this clause (a) will be allocated to the Nominal Liquidation Amount or Receivables Sales Proceeds Deposit Amount of Class B Notes of that series pursuant to clause (b) of this Section to the extent permitted by clause (b);

(b) Each reallocation of Principal Collections and Receivables Sales Proceeds Deposit Amounts deposited to the Interest Funding sub-Accounts of the Class A Notes of a series pursuant to Section 502(a) which does not result in the reduction of the Nominal Liquidation Amount or Receivables Sales Proceeds Deposit Amount of Class C Notes of that series will reduce the Nominal Liquidation Amount or Receivables Sales Proceeds Deposit Amount of each tranche of Class B Notes of that series pro rata based on the ratio of (1) the Nominal Liquidation Amount or Receivables Sales Proceeds Deposit Amount of such tranche of Class B Notes of that series to (2) the aggregate Nominal Liquidation Amount or Receivables Sales Proceeds Deposit Amount of all tranches of Class B Notes of that series; provided, however, that

(i) in the case of any tranche of Class A Notes that was Outstanding before the date of any reimbursement of any reduction of the Nominal Liquidation Amount or Receivables Sales Proceeds Deposit Amount of any tranche of Class B Notes of that series pursuant to Section 527, for purposes of applying amounts of reallocations of Principal Collections or Receivables Sales Proceeds Deposit Amounts deposited into the Interest Funding sub-Account of that tranche of Class A Notes, the ratio set forth in clauses (b)(1) and (b)(2) of this clause will be determined without regard to that reimbursement;

(ii) any allocation of any such reduction that would otherwise have reduced the Nominal Liquidation Amount or Receivables Sale Proceeds Deposit Amount of a tranche of Class B Notes below zero will be reallocated to the remaining tranches

69

of Class B Notes as set forth in this clause (b), but in no event will the Nominal Liquidation Amount or Receivables Sale Proceeds Deposit Amount of any tranche of Class B Notes be reduced below zero.

SECTION 515. Limit on Repayments of Subordinated Classes of Single Issuance Series. (a) Subject to clause (b), with respect to Single Issuance Series,

(i) no funds on deposit in a Principal Funding sub-Account will be applied to pay principal on any Class B Note or to make a payment under a Derivative Agreement with respect to principal of any Class B Note (and no Class B Note will be canceled pursuant to Section 603) unless, immediately before giving effect to that payment (or cancellation), no Class A Notes of that series are Outstanding, and

(ii) no funds on deposit in a Principal Funding sub-Account will be applied to pay principal on any Class C Note or to make a payment under a Derivative Agreement with respect to principal of any Class C Note (and no Class C Note will be canceled pursuant to Section 603) unless, immediately before giving effect to that payment (or cancellation), no Class A Notes or Class B Notes of that series are Outstanding.

(b) Notwithstanding anything in this Indenture to the contrary, funds on deposit in the Principal Funding sub-Account of any tranche of Notes of a subordinated class of a Single Issuance Series may be applied to pay principal on that tranche or to make a payment under a Derivative Agreement with respect to principal of that tranche:

(i) on any Principal Payment Date, if and to the extent that such funds have been deposited into the applicable Principal Funding sub-Account pursuant to Section 509(a) or (b);

(ii) on any Principal Payment Date, if the Prefunding Target Amount for each senior class of Notes of that series is zero;

(iii) on any Principal Payment Date, if and to the extent that such payment is made from funds deposited into such Principal Funding sub-Account not consisting of Principal Collections or Receivables Sales Proceeds, including funds deposited pursuant to Section 509(a) or (b);

(iv) on the Legal Maturity Date of such tranche, if after giving effect to any deposits, allocations, reallocations and sales of Receivables to be made on that date, any amount is on deposit in such Principal Funding sub-Account; or

(v) to the extent such funds relate to reimbursements of reductions of the Nominal Liquidation Amount or Receivable Sales Proceeds Deposit Amount of the applicable tranche of subordinated Notes pursuant to Section 527.

SECTION 516. Limit on Repayments of Subordinated Classes of Multiple Issuance Series. (a) With respect to Multiple Issuance Series:

(i) Subject to clause (b), no funds on deposit in a Principal Funding sub-Account will be applied to pay principal on any Class B Note or to

70

make a payment under a Derivative Agreement with respect to principal of any Class B Note, and no Class B Note will be canceled pursuant to Section 603, unless, following that payment or cancellation, the available subordinated amount of Class B Notes is at least equal to the Required Subordinated Amount of Class B Notes for the Outstanding Class A Notes. For this purpose, the available subordinated amount of Class B Notes is equal to the sum of the following, after giving effect to any issuances, deposits, allocations or payments to be made on that date:

(A) the aggregate amount of all Nominal Liquidation Amounts of all Class B Notes of that series which are Outstanding after giving effect to the repayment or cancellation of those Class B Notes (and all other Class B Notes which are to be repaid or canceled with respect to that Due Period),

plus

(B) the aggregate amount on deposit in the Principal Funding sub-Account for all Outstanding tranches of Class B Notes of that series (other than any Receivables Sales Proceeds Deposit Amounts of tranches of Class B Notes of that series) after giving effect to the repayment or cancellation of those Class B Notes (and all other Class B Notes which are to be repaid or canceled with respect to that Due Period);

plus

(C) the aggregate amount of all Class A Usage of Class B Required Subordinated Amount by any Outstanding tranche of Class A Notes of that series.

(ii) Subject to clause (b), no funds on deposit in a Principal Funding sub-Account will be applied to pay principal on any Class C Note or to make a payment under a Derivative Agreement with respect to principal of any Class C Note, and no Class C Note will be canceled pursuant to Section 603, unless, following that payment or cancellation, the available subordinated amount of Class C Notes is at least equal to the Required Subordinated Amount of Class C Notes for the Outstanding Class A Notes. For this purpose, the available subordinated amount of Class C Notes is equal to the sum of the following, after giving effect to any issuances, deposits, allocations or payments to be made on that date:

(A) the aggregate amount of all Nominal Liquidation Amounts of all Class C Notes of that series which are Outstanding after giving effect to the repayment or cancellation of those Class C Notes (and all other Class C Notes which are to be repaid or canceled with respect to that Due Period),

plus

(B) the aggregate amount on deposit in the Principal Funding sub-Account for all Outstanding tranches of Class C Notes of that series (other than any Receivables Sales Proceeds Deposit Amount of tranches Class C Notes of that series) after giving effect to the repayment or cancellation of those Class C Notes (and all other Class C Notes which are to be repaid or canceled with respect to that Due Period);

71

plus

(C) the aggregate amount of all Class A Usage of Class C Required Subordinated Amount by any Outstanding tranche of Class A Notes of that series.

(iii) Subject to clause (b), no funds on deposit in a Principal Funding sub-Account will be applied to pay principal on any Class C Note or to make a payment under a Derivative Agreement with respect to principal of any Class C Note, and no Class C Note will be canceled pursuant to Section 603, unless, following that payment or cancellation, the available subordinated amount of Class C Notes is at least equal to the Required Subordinated Amount of Class C Notes for the Outstanding Class B Notes. For this purpose, the available subordinated amount of Class C Notes is equal to the sum of the following, after giving effect to any issuances, deposits, allocations or payments to be made on that date:

(A) the aggregate amount of all Nominal Liquidation Amounts of all Class C Notes of that series which are Outstanding after giving effect to the repayment or cancellation of those Class C Notes (and all other Class C Notes which are to be repaid or canceled with respect to that Due Period),

plus

(B) the aggregate on deposit in the Principal Funding sub-Account for all Outstanding tranches of Class C Notes of that series (other than any Receivables Sales Proceeds Deposit Amount of Class C Notes of that series) after giving effect to the repayment or cancellation of those Class C Notes (and all other Class C Notes which are to be repaid or canceled with respect to that Due Period);

plus

(C) the aggregate amount of all Class B Usage of Class C Required Subordinated Amount under clauses (c)(iii) and (c)(iv) of Section 513 by any Outstanding tranche of Class B Notes of that series.

(b) Notwithstanding anything in this Indenture to the contrary, amounts on deposit in the Principal Funding sub-Account of any tranche of Notes of a subordinated class of a Multiple Issuance Series may be applied to pay principal of that tranche or to make a payment under a Derivative Agreement with respect to principal of that tranche:

(i) on any Monthly Principal Date, if and to the extent that such payment is not contrary to clause (a);

(ii) on any Monthly Principal Date, if the Prefunding Target Amount for each senior class of Notes of that series is zero;

72

(iii) on any Monthly Principal Date, if and to the extent that such payment is made from funds deposited into such Principal Funding sub-Account not consisting of Principal Collections or Receivables Sales Proceeds Deposit Amounts, including funds deposited pursuant to Section 509(a) or (b);

(iv) on the Legal Maturity Date of such tranche, if after giving effect to any deposits, allocations, reallocations, sales of Receivables or other payments to be made on that date, any amount is on deposit in such Principal Funding sub-Account.

SECTION 517. Limit on Repayments of all Tranches. No Principal Collections on deposit in a Principal Funding sub-Account for any tranche of Notes will be applied to pay principal of that tranche or to make a payment under a Derivative Agreement with respect to principal of that tranche in excess of the highest Outstanding Dollar Principal Amount of that tranche minus any unreimbursed reductions in the Nominal Liquidation Amount of that tranche, plus, in the case of tranches of Class C Notes, the cumulative amount deposited into the applicable Class C Reserve sub-Account. No Receivables Sales Proceeds Deposit Amount (or reimbursement of Receivables Sales Proceeds Deposit Deficits) on deposit in a Principal Funding sub-Account of any tranche of Notes will be applied to pay principal on that tranche or to make a payment with respect to principal of that tranche that would result in a payment in excess of the highest Outstanding Dollar Principal Amount of that tranche.

SECTION 518. Targeted Deposits to the Class C Reserve Account. (a) The aggregate deposit targeted to be made to the Class C Reserve Account with respect to each Due Period is an amount equal to the sum of Class C Reserve Account deposits targeted to be made for each tranche of Class C Notes. The amount of any such deposit and the circumstances that require that a deposit to be made will be set forth in the terms document for that tranche of Class C Notes. Unless another time is specified for making that deposit in the terms document for a tranche of Class C Notes, these deposits will be made on each applicable Monthly Interest Date.

(b) If the amount of funds available for a Due Period pursuant to Section 501(d) is at least equal to the aggregate amount of the deposits targeted by clause (a), then the full amount of each such deposit will be made.

(c) (i) If the amount of funds available for a Due Period pursuant to Section 501(d) is less than the aggregate amount of deposits targeted by clause (a), then the amount available will be allocated to each tranche of Class C Notes pro rata based on the ratio of the Nominal Liquidation Amount of that tranche to the Nominal Liquidation Amount of all tranches of Class C Notes that have a targeted deposit amount with respect to that Due Period. (ii) Any amount in excess of the amount targeted to be deposited to the Class C Reserve sub-Account for any tranche of Notes will be reallocated to tranches of Class C Notes that did not receive their targeted deposit pursuant to clause (i) pro rata the same basis until all available funds are applied.

SECTION 519. Withdrawals from the Class C Reserve Account. Withdrawals made pursuant to this Section with respect to any tranche of Class C Notes will be made from the Class C Reserve sub-Account established for that tranche of Class C Notes only after all allocations and reallocations have been made pursuant to Sections 501, 502, 503, 505, 508 and 510, but in no event more than the amount on deposit in the applicable Class C Reserve sub-Account. Such withdrawals will be made first, as set forth in clause (a), and second, as set forth in clause (b).

73

(a) Interest; Payments with Respect to Derivative Agreements for Interest, Accretion on Discount Notes. If the amount on deposit in the Interest Funding sub-Account for any tranche of Class C Notes is insufficient to pay in full the amounts for which withdrawals are required under Section 507(a), (b), (c), (d) or (e), on each date specified in that Section, an amount equal to that deficiency will be withdrawn from that Class C Reserve sub-Account and deposited into that Interest Funding sub-Account.

(b) Payments of Principal; Payments with Respect to Derivative Agreements for Principal. If the amount on deposit in the Principal Funding sub-Account for any tranche of Class C Notes is insufficient to pay in full the amounts for which withdrawals are required under Section 511, an amount equal to the lesser of (i) that deficiency, and (ii) the amount by which the Nominal Liquidation Amount of that tranche of Class C Notes is less than the Adjusted Outstanding Dollar Principal Amount of that tranche of Class C Notes will be withdrawn from that Class C Reserve sub-Account and deposited into that Principal Funding sub-Account on the Business Day before the date of the applicable withdrawal required pursuant to Section 511.

(c) Amounts Treated as Finance Charge Collections. (i) If at any time a Class C Reserve sub-Account has an amount of funds on deposit in excess of the amount targeted to be deposited pursuant to the applicable terms document, that excess may be withdrawn and treated as Finance Charge Collections pursuant to Section 501(2). (ii) Upon payment in full of any tranche of Class C Notes, any amount on deposit in the applicable Class C Reserve sub-Account will be withdrawn and treated as Finance Charge Collections pursuant to Section 501(2).

SECTION 520. Reinvestment in the Collateral Certificate. (a) The amount of principal accreted on any tranche of Discount Notes available pursuant to Section 503(f) will be paid to the Master Trust to increase the Invested Amount of the Collateral Certificate pursuant to Section 4.03(e) of the Series 2000 Supplement.

(b) Any Finance Charge Collections available pursuant to Section 501(c) which are allocated pursuant to Section 527(f)(i) to any tranche of Notes will be paid to the Master Trust to increase the Invested Amount of the Collateral Certificate pursuant to Section 4.03(d) of the Series 2000 Supplement.

(c) Any amount of Principal Collections available pursuant to Section 502(c) will be paid to the Master Trust to increase the Invested Amount of the Collateral Certificate pursuant to Section 4.03(f) of the Series 2000 Supplement.

SECTION 521. Final Payment. Each tranche of Notes will be considered to be paid in full, the Holders of such tranche of Notes will have no further right or claim, and the Issuer will have no further obligation or liability with respect to such tranche of Notes, on the earliest to occur of

(a) the date of the payment in full of the stated principal amount of and all accrued interest on that tranche of Notes;

(b) the date on which the Outstanding Dollar Principal Amount of such Notes is reduced to zero, and all accrued interested on such Notes is paid in full; or

74

(c) on the Legal Maturity Date of such Notes, after giving effect to all deposits, allocations, reallocations, sales of Receivables and payments to be made on such date.

SECTION 522. Timing of Deposits. So long as the Master Trust is permitted to make payments to the Issuer under Sections 4.02(a), (b) or (c) of the Series 2000 Supplement on the applicable Interest Deposit Date or Principal Deposit Date, the amounts received by the Issuer pursuant to Sections 4.02(a), (b) and (c) of the Series 2000 Supplement will be allocated to and deposited into each applicable sub-Account for each tranche of Notes:

(a) in months that do not have an Interest Payment Date or Principal Payment Date, as the case may be, for the applicable tranche, on the applicable Monthly Interest Date or the applicable Monthly Principal Date, as the case may be;

(b) in months that have an Interest Payment Date or Principal Payment Date, as the case may be, for the applicable tranche, one Business Day before such Interest Payment Date or Principal Payment Date; or

(c) in any case, as provided in the applicable terms document or as much earlier as necessary to make timely payments to the applicable Noteholders or Derivative Counterparties.

Otherwise, the funds received by the Issuer pursuant to Section 4.02 of the Series 2000 Supplement will be allocated to and deposited into each applicable sub-Account as soon after receipt of the applicable funds as practicable.

SECTION 523. Sale of Receivables. (a) (i) If a tranche of Notes has been accelerated pursuant to Section 702 following an Event of Default, the Trustee may, and at the direction of the Majority Holders of that tranche of Notes will, cause the Master Trust to sell Principal Receivables and the related Finance Charge Receivables (or interests therein) as set forth in this Section.

(ii) Such a sale will be permitted only if:

(A) in the case of a sale of an Undivided Interest, the Issuer will have delivered to the Trustee and the Rating Agencies a Master Trust Tax Opinion with respect to such sale; and

(B) in any case, at least one of the following conditions is met:

(1) the Holders of 90% of the aggregate Outstanding Dollar Principal Amount of the accelerated tranche of Notes consent; or

(2) the net proceeds of such sale would be sufficient to pay all Outstanding amounts due on the accelerated tranche of Notes; or

(3) the Trustee determines that the Finance Charge Collections and Principal Collections allocable to the accelerated tranche of Notes, payments to be received from any applicable Derivative Agreement and amounts on deposit in the applicable sub-Account will likely not be sufficient to make payments on the accelerated tranche of Notes when due and 66 ²⁄₃% of the Holders of the accelerated tranche of Notes consent to the sale.

75

(iii) In the case of an acceleration of a tranche of Notes of a subordinated class, if (A) Receivables Sales Proceeds would be less than the Nominal Liquidation Amount of the accelerated tranche of Notes, and (B) the provisions of Section 515 or Section 516 would prevent the payment of the accelerated tranche of subordinated Notes, such sale will be delayed until a level of prefunding of the Principal Funding sub-Accounts for the senior classes of Notes of that series has been reached such that the amount of such deficiency in Receivables Sales Proceeds is no longer required to provide subordination protection for the senior classes of that series.

(b) If the Nominal Liquidation Amount with respect to any tranche of Notes is greater than zero on its Legal Maturity Date (after giving effect to deposits, allocations, reallocations, payments and distributions otherwise to be made on that Legal Maturity Date), the Issuer will cause the Master Trust to sell on that Legal Maturity Date Principal Receivables and the related Finance Charge Receivables (or interests therein).

(c) The amount of Principal Receivables and the related Finance Charge Receivables (or interests therein) to be sold pursuant to this Section will be in an amount of up to 110% of the Nominal Liquidation Amount of the affected tranche, but in no case will that amount of Principal Receivables and Finance Charge Receivables exceed the following amount:

the Nominal Liquidation Amount of the affected tranche of Notes	×	the Series 2000 Allocation Percentage (as defined in the Series 2000 Supplement) of the Collateral Certificate	×	the amount of Receivables in the Master Trust
the Nominal Liquidation Amount of all Outstanding Notes

(d) (i) The interest to be sold will be:

(A) in the case of any affected tranche of Notes that are Class A Notes, that have reached their Legal Maturity Date by the date of such sale, or are not prevented from being repaid by virtue of Section 515 or Section 516, either (1) an Absolute Ownership, or (2) an Amortizing Undivided Interest; and

(B) in all other cases, a Revolving Undivided Interest.

(ii) On earlier of (A) the Legal Maturity Date of the related tranche of Notes, and (B) the first date on which the related tranche of Notes is no longer prevented from being repaid by virtue of Section 515 or Section 516 (the “Conversion Date”), each Revolving Undivided Interest will convert into either (1) an Absolute Ownership of sale of Principal Receivables and Finance Charge Receivables or (2) an Amortizing Undivided Interest.

(e) In the case of each Revolving Undivided Interest, with respect to each Due Period ending on or before the applicable Conversion Date, a pro rata amount of collections relating to Principal Receivables will be allocated to such Revolving Undivided Interest based on the ratio of (i) the principal balance (as determined below) of such Revolving Undivided Interest as of the last day of such Due Period, to (ii) the aggregate amount of Principal Receivables in the Master Trust as of the last day of such Due Period. Such allocation of collections relating to Principal Receivables for such Due Period will be treated as Principal Collections pursuant to Sections 502(b) and (c).

76

(f) In the case of each Amortizing Undivided Interest, a pro rata amount of collections relating to Principal Receivables will be allocated to such Amortizing Undivided Interest based on the ratio of (i) the principal balance (as determined below) of such Undivided Interest as of the last day of the Due Period ending on or immediately before the Conversion Date, to (ii) the aggregate amount of Principal Receivables in the Master Trust as of the last day of such Due Period ending after the Conversion Date. Such allocation of collections relating to Principal Receivables for such Due Period will be paid to the purchaser of the Amortizing Undivided Interest in an amount equal to the lesser of (A) the amount of such allocation, and (B) the amount necessary to reduce the principal amount of such Amortizing Undivided Interest to zero (after giving effect to any allocations of Defaulted Amount to such Undivided Interest for such Due Period pursuant to clause (h)(ii)), and any excess allocation will be treated as Principal Collections pursuant to Sections 502(b) and (c).

(g) In the case of each Undivided Interest, with respect to each Due Period, a pro rata amount of collections relating to Finance Charge Receivables will be allocated to such Undivided Interest based on the ratio of (i) the principal balance (as determined below) of such Undivided Interest as of the last day of such Due Period, to (ii) the aggregate amount of Principal Receivables in the Master Trust as of the last day of such Due Period. Such allocation of collections relating to Finance Charge Receivables for such Due Period will be paid to the purchaser of the Undivided Interest.

(h) The principal balance of each Undivided Interest as of the end of any Due Period will be equal to:

(i) the initial amount of Principal Receivables comprising such Undivided Interest,

less

(ii) the cumulative amount, computed for each Due Period ended since the sale of such Undivided Interest, of an amount equal to the product of:

the Defaulted Amount for such Due Period	×	the principal balance of such Undivided Interest as of the last day of the immediately preceding Due Period (or in the case of the Due Period in which such Undivided Interest is sold, the initial principal balance of such Undivided Interest)
		the aggregate amount of all Principal Receivables in the Master Trust as of the last day of such Due Period

less

(iii) the amount of collections with respect to Principal Receivables previously paid to the purchaser of such Undivided Interest pursuant to clause (f).

77

(i) Sales proceeds received with respect to a tranche of RSP Notes received pursuant to clause (c) will be allocated in the following priority:

(i) first, to be deposited in the Principal Funding sub-Account for that tranche of Notes, an amount up to the Adjusted Outstanding Dollar Principal Amount immediately before giving effect to such deposit; and

(ii) second, to be deposited in the Interest Funding sub-Account of that tranche of Notes, the balance of such sales proceeds.

(j) Any amount remaining on deposit in the Interest Funding sub-Account for a tranche of RSP Notes after final payment thereof pursuant to Section 521, will be treated as Finance Charge Collections pursuant to Section 501(2).

SECTION 524. Netting of Deposits and Payments. The Issuer, in its sole discretion, may make all deposits to Interest Funding sub-Account and Principal Funding sub-Account pursuant to Sections 503 and 508 with respect to any Due Period net of, and after giving effect to, (a) all reallocations to be made pursuant to Section 502(a), (b) all payments to be made to Derivative Counterparties pursuant to Sections 507 and 511, and (c) all reinvestments in the Collateral Certificate to be made pursuant to Section 520.

SECTION 525. Pro Rata Payments within a Tranche. All payments of principal, interest or other amounts to Holders of the Notes of a single tranche will be made pro rata based on the Outstanding Dollar Principal Amount of their Notes.

SECTION 526. Allocations of Reductions from Investor Charge-Offs to the Nominal Liquidation Amount or Receivables Sales Proceeds Amount of Subordinated Classes. On each date when there is a computation of Investor Charge-Offs pursuant to Section 4.03(a) of the Series 2000 Supplement, that reduction will be allocated (and reallocated) on that date to each tranche of Notes as set forth in this Section.

(a) Initially, the amount of all such reductions in the Invested Amount of the Collateral Certificate will be allocated to each tranche of Outstanding Notes (other than any tranche of RSP Notes) pro rata based on the Nominal Liquidation Amount of that tranche.

(b) Immediately afterwards, the amount of Investor Charge-Offs allocated to the Class A Notes and Class B Notes of a series will be reallocated to the Class C Notes of that series (including RSP Notes) as set forth in clause (c), and the amount of Investor Charge-Offs allocated to the Class A Notes and not reallocated to the Class C Notes of that series will be reallocated to the Class B Notes of that series (including RSP Notes) as set forth in clause (d), subject in each case to the limits of clauses (c) and (d). Any amount of Investor Charge-Offs which cannot be reallocated to a subordinated class as a result of the limits in clauses (c) and (d) will reduce the Nominal Liquidation Amount or Receivables Sales Proceeds Deposit Amount of the tranche of Notes to which it was initially allocated pursuant to clause (a).

78

(c) (i) The reallocation in clause (b) of Investor Charge-Offs from any tranche of Class A Notes or Class B Notes of a series to the Class C Notes of that series is subject to the following limits:

(A) After giving effect to such reallocation from that tranche of Class A Notes and reallocations from Class B Notes of the same series, that tranche’s Class A Usage of Class C Required Subordinated Amount will not exceed that tranche’s Class A Required Subordinated Amount of Class C Notes.

(B) After giving effect to such reallocation from that tranche of Class B Notes and reallocations from Class A Notes of the same series, that tranche’s Class B Usage of Class C Required Subordinated Amount will not exceed that tranche’s Class B Required Subordinated Amount of Class C Notes.

(ii) The amount permitted to be reallocated to tranches of Class C Notes pursuant to this clause (c) will be applied to each tranche of Class C Notes of that series pro rata based on the ratio of (A) the Nominal Liquidation Amount or Receivables Sales Proceeds Deposit Amount of that tranche of Class C Notes to (B) the aggregate Nominal Liquidation Amount or Receivables Sales Proceeds Deposit Amount of all tranches of Class C Notes of that series (in each case computed after giving effect to the allocation to the Class C Notes pursuant to clause (a)). In the case of any tranche of Class A Notes or Class B Notes that was Outstanding before the date of any reimbursement of any reduction in the Nominal Liquidation Amount or Receivables Sales Proceeds Deposit Amount of any tranche of Class C Notes of that series pursuant to Section 527, for purposes of applying amounts initially allocated to that tranche of Class A Notes or Class B Notes, the ratio set forth in clauses (ii)(A) and (ii)(B) of this clause will be determined without regard to that reimbursement.

(iii) No such reallocation will reduce the Nominal Liquidation Amount or Receivables Sales Proceeds Deposit Amount of any tranche of Class C Notes below zero.

(d) (i) The reallocation in clause (b) of Investor Charge-Offs from any tranche of Class A Notes of a series to the Class B Notes of that series is subject to the limit that after giving effect to such reallocation from that tranche of Class A Notes, that tranche’s Class A Usage of Class B Required Subordinated Amount will not exceed that tranche’s Class A Required Subordinated Amount of Class B Notes.

(ii) The amount permitted to be reallocated to tranches of Class B Notes pursuant to this clause (d) will be applied to each tranche of Class B Notes of that series pro rata based on the ratio of (A) the Nominal Liquidation Amount or Receivables Sales Proceeds Deposit Amount of that tranche of Class B Notes to (B) the aggregate Nominal Liquidation Amount or Receivables Sales Proceeds Deposit Amount of all tranches of Class B Notes of that series (in each case computed after giving effect to the allocation to the Class C Notes and Class B Notes pursuant to clause (a) and the reallocation pursuant to the Class C Notes pursuant to clause (c)). In the case of any tranche of Class A Notes that was Outstanding before the date of any reimbursement of any reduction in the Nominal Liquidation Amount or Receivables Sales Proceeds Deposit Amount of any tranche of Class B Notes of that series pursuant to Section 527, for purposes of applying amounts initially allocated to that tranche of Class A Notes, the ratio set forth in clauses (ii)(A) and (ii)(B) of this clause will be determined without regard to that reimbursement.

79

(iii) No such reallocation will reduce the Nominal Liquidation Amount or Receivables Sales Proceeds Deposit Amount of any tranche of Class B Notes below zero.

(e) (i) In the case of each tranche of Notes (other than any tranche of RSP Notes), the Nominal Liquidation Amount of each such tranche will be reduced by an amount equal to the Investor Charge-Offs which are allocated or reallocated to that tranche of Notes, and increased by the amount of Investor Charge-Offs that are reallocated from that tranche of Notes to Notes of a subordinated class of Notes of that series.

(ii) In the case of a tranche of RSP Notes, an amount equal to the Investor Charge-Offs which are reallocated to that tranche of Notes will be withdrawn from the Principal Funding sub-Account for that tranche and paid to the Master Trust for application pursuant to Section 4.03(a)(ii) of the Series 2000 Supplement.

SECTION 527. Allocations of Reimbursements of Reductions in the Nominal Liquidation Amount or Receivables Sales Proceeds Deposit Deficits. If, as of the end of any Due Period,

(1) there are Allocable Miscellaneous Payments available pursuant to Section 4.03(b) of the Series 2000 Supplement or Investor Finance Charge Collections available pursuant to Sections 4.02(a)(ii)(C) and 4.03(c) of the Series 2000 Supplement to reimburse (A) any Invested Amount Deficit or (B) any Receivables Sales Proceeds Deposit Deficits as of the last day of that Due Period, or

(2) there are Finance Charge Collections available pursuant to Section 501(c) to reimburse (A) any Nominal Liquidation Amount Deficits or (B) any Receivables Sales Proceeds Deposit Deficits as of the end of that Due Period remaining after giving effect to reimbursements pursuant to clause (1),

such funds will be allocated to each tranche of Notes as follows:

(a) first, to each tranche of Class A Notes of each series pro rata based on the ratio of the Nominal Liquidation Amount Deficit thereof (or in the case of tranches of RSP Notes, the Receivables Sales Proceeds Deposit Deficit thereof) to the aggregate Nominal Liquidation Amount Deficits and Receivables Sales Proceeds Deposit Deficits of all tranches of Class A Notes of that series, but

(i) with respect to tranches of Notes that are not RSP Notes, in no event will the Nominal Liquidation Amount of such a tranche of Notes be increased above the Adjusted Outstanding Dollar Principal Amount of such tranche,

(ii) with respect to tranches of RSP Notes, in no event will the Receivables Sales Proceeds Deposit Amount of such a tranche of Notes be increased above the amount of Receivables Sales Proceeds of that tranche less the aggregate amount of any withdrawals of Receivables Sales Proceeds made pursuant to Section 511(a), (b) or (c),

80

and any allocation that would otherwise so increase the Nominal Liquidation Amount or Receivables Sales Proceeds Deposit Amount of such tranche above such amount will be reallocated to the remaining tranches of Class A Notes of such series to the extent possible under this clause (a) and then pursuant to clause (b),

(b) second, to each tranche of Class B Notes of each series pro rata based on the ratio of the Nominal Liquidation Amount Deficit thereof (or in the case of tranches of RSP Notes, the Receivables Sales Proceeds Deposit Deficit thereof) to the aggregate Nominal Liquidation Amount Deficit and Receivables Sales Proceeds Deposit Deficits of all tranches of Class B Notes of that series, but

(i) with respect to tranches of Notes that are not RSP Notes, in no event will the Nominal Liquidation Amount of such a tranche of Notes be increased above the Adjusted Outstanding Dollar Principal Amount of such tranche,

(ii) with respect to tranches of RSP Notes, in no event will the Receivables Sales Proceeds Deposit Amount of such a tranche of Notes be increased above the initial amount of Receivables Sales Proceeds of that tranche less the aggregate amount of any withdrawals of Receivables Sales Proceeds made pursuant to Section 511(a), (b) or (c),

and any allocation that would otherwise so increase the Nominal Liquidation Amount or Receivables Sales Proceeds Deposit Amount of such tranche above such amount will be reallocated to the remaining tranches of Class B Notes of such series to the extent possible under this clause (b) and then pursuant to clause (c), and

(c) third, to each tranche of Class C Notes of each series pro rata based on the ratio of the Nominal Liquidation Amount Deficit thereof (or in the case of tranches of RSP Notes, the Receivables Sales Proceeds Deposit Deficit thereof) to the aggregate Nominal Liquidation Amount Deficit and Receivables Sales Proceeds Deposit Deficits of all tranches of Class C Notes of that series, but

(i) with respect to tranches of Notes that are not RSP Notes, in no event will the Nominal Liquidation Amount of such a tranche of Notes be increased above the Adjusted Outstanding Dollar Principal Amount of such tranche,

(ii) with respect to tranches of RSP Notes, in no event will the Receivables Sales Proceeds Deposit Amount of such a tranche of Notes be increased above the amount of Receivables Sales Proceeds of that tranche less the aggregate amount of any withdrawals of Receivables Sales Proceeds made pursuant to Section 511(a), (b) or (c),

and any allocation that would otherwise so increase the Nominal Liquidation Amount or Receivables Sales Proceeds Deposit Amount of such tranche above such amount will be reallocated to the remaining tranches of Class C Notes of such series to the extent possible under this clause (c), and any unallocated amount will be treated as Finance Charge Collections pursuant to Section 501(2).

81

(d) Effect will be given to allocations in the following priority (i) first, to allocations of Allocable Miscellaneous Payments pursuant to Section 4.03(b) of the Series 2000 Supplement, (ii) second, to allocations of Investor Finance Charge Collections pursuant to Sections 4.02(a)(ii)(C) and 4.03(c) of the Series 2000 Supplement, and (iii) third, to allocations of Finance Charge Collections pursuant to Section 501(c).

(e) With respect to allocations of Allocable Miscellaneous Payments pursuant to Section 4.03(b) of the Series 2000 Supplement and allocations of Investor Finance Charge Collections pursuant to Sections 4.02(a)(ii)(C) and 4.03(c) of the Series 2000 Supplement,

(i) in the case of tranches of Notes that are not RSP Notes, the aggregate amount of such funds allocated to those tranches will be retained by the Master Trust to increase the Invested Amount of the Collateral Certificate pursuant to Section 4.03(b)(i) of the Series 2000 Supplement; and

(ii) in the case of tranches of RSP Notes, the funds allocable to each such tranche will be deposited into the Principal Funding sub-Account for that tranche pursuant to Section 509(d).

(f) With respect to allocations of Finance Charge Collections pursuant to Section 501(c),

(i) in the case of tranches of Notes that are not RSP Notes, the aggregate amount of such funds allocated to those tranches will be paid to the Master Trust to increase the Invested Amount of the Collateral Certificate pursuant to Section 4.03(d) of the Series 2000 Supplement, and

(ii) in the case of tranches of RSP Notes, the funds allocable to each such tranche will be deposited into the Principal Funding sub-Account for that tranche.

(g) Any Receivables Sales Proceeds Deposit Amounts on deposit in the Interest Funding sub-Account of any tranche of RSP Notes will be withdrawn from such Interest Funding sub-Account on each applicable Interest Payment Date (after giving to any payment of interest on that tranche on that date), and deposited into the applicable Principal Funding Account in an amount equal to the lesser of (i) the amount of Receivables Sales Proceeds on deposit in that Interest Funding sub-Account, and (ii) the amount of any Receivables Sales Proceeds Deposit Deficit of that tranche.

SECTION 528. Order of Giving Effect to Reductions and Reimbursements of Nominal Liquidation Amount. If on any date the Nominal Liquidation Amount of any tranche of Notes is to be reduced or increased pursuant to clauses (b)(iv), (b)(v) and/or (b)(vi) of the definition of Nominal Liquidation Amount, such reductions and reimbursements will be allocated to the Notes of that tranche in the following order:

(a) first, reductions pursuant to clause (b)(vi) (reductions from allocations of Investor Charge-Offs pursuant to Section 526);

(b) second, reductions pursuant to clause (b)(v) (reallocations of Principal Collections pursuant to Section 502(a)); and

82

(c) third, reimbursements pursuant to clause (b)(iv) (reimbursements of earlier reductions with Finance Charge Collections).

ARTICLE VI

Satisfaction and Discharge; Cancellation of Notes Held by the Issuer or the Banks

SECTION 601. Satisfaction and Discharge of Indenture. This Indenture will cease to be of further effect with respect to any series, class or tranche of Notes (except as to any surviving rights of transfer or exchange of Notes of that series, class or tranche expressly provided for herein or in the form of Note for that series, class or tranche), and the Trustee, on demand of and at the expense of the Issuer, will execute proper instruments acknowledging satisfaction and discharge of this Indenture as to that series, class or tranche, when:

(a) all Notes of that series, class or tranche theretofore authenticated and delivered (other than (i) Notes of that series, class or tranche which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306, and (ii) Notes of that series, class or tranche for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from that trust, as provided in Section 1103) have been delivered to the Trustee canceled or for cancellation;

(b) the Issuer has paid or caused to be paid all other sums payable hereunder (including payments to the Trustee pursuant to Section 807) by the Issuer with respect to the Notes of that series, class or tranche; and

(c) the Issuer has delivered to the Trustee an Issuer Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Notes of that series, class or tranche have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture with respect to any series, class or tranche of Notes, the obligations of the Issuer to the Trustee with respect to that series, class or tranche under Section 807 will survive and the obligations of the Trustee under Sections 602 and 1103 will survive.

SECTION 602. Application of Trust Money. All money and obligations deposited with the Trustee pursuant to Section 601 or Section 603 and all money received by the Trustee in respect of such obligations will be held in trust and applied by it, in accordance with the provisions of the series, class or tranche of Notes in respect of which it was deposited and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and interest for whose payment that money and obligations have been deposited with or received by the Trustee; but that money and obligations need not be segregated from other funds except to the extent required by law.

SECTION 603. Cancellation of Notes Held by the Issuer or the Banks. If the Issuer, the Banks or any of their Affiliates holds any Notes, that Holder may, subject to Section 515 and 516, by notice from that Holder to the Trustee cause the Note to be canceled, whereupon (a) the Note will no longer be Outstanding, and (b) the Issuer will cause the Invested Amount of the Collateral Certificate to be reduced by an amount equal to the Nominal Liquidation Amount of those canceled Notes.

83

ARTICLE VII

Remedies

SECTION 701. Events of Default. “Event of Default”, wherever used herein, means with respect to any series, class or tranche of Notes any one of the following events (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), unless such event is either inapplicable to a particular series, class or tranche or it is specifically deleted or modified in the applicable terms document creating such series, class or tranche of Notes or in the form of Note for such series, class or tranche:

(a) with respect to any tranche of Notes, a default in the payment by the Issuer of any interest upon such Notes when such Notes become due and payable, and continuance of such default for a period of five Business Days;

(b) with respect to any tranche of Notes, a default in the payment by the Issuer of the principal amount of such Notes at its Legal Maturity Date;

(c) a default in the performance, or breach, of any covenant or warranty of the Issuer in this Indenture in respect of the Notes of such series, class or tranche (other than a covenant or warranty in respect of the Notes of such series, class or tranche a default in the performance of which or the breach of which is elsewhere in this Section specifically dealt with), all of such covenants and warranties in this Indenture which are not expressly stated to be for the benefit of a particular series, class or tranche of Notes being deemed to be in respect of the Notes of all series, classes or tranches for this purpose, and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 10% in Outstanding Dollar Principal Amount of the Outstanding Notes of such series, class or tranche, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;

(d) the entry of an order for relief against the Issuer under the Federal Bankruptcy Code by a court having jurisdiction in the premises or a decree or order by a court having jurisdiction in the premises adjudging the Issuer a bankrupt or insolvent under any other applicable Federal or State law, or the entry of a decree or order approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Issuer under the Federal Bankruptcy Code or any other applicable Federal or State law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Issuer or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days;

84

(e) the consent by the Issuer to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Code or any other applicable Federal or State law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Issuer or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of action by the Issuer in furtherance of any such action; or

(f) with respect to any series, class or tranche of Notes, any additional Event of Default specified in the terms document for such series, class or tranche as applying to such series, class or tranche, or specified in the form of Note for such series, class or tranche.

SECTION 702. Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default described in clause (a), (b), (c) or (f) (if the Event of Default under clause (c) or (f) is with respect to less than all series, classes or tranches of Notes then Outstanding) of Section 701 occurs and is continuing with respect to any series, class or tranche, then in each such case, unless the principal of all the Notes of such series, class or tranche will have already become due and payable, either the Trustee or the Holders of not less than 50% in aggregate Outstanding Dollar Principal Amount of the Notes of such series, class or tranche then Outstanding hereunder (each such series, class or tranche acting as a separate class), by notice in writing to the Issuer (and to the Trustee if given by Holders), may declare the Outstanding Dollar Principal Amount of all the Notes of such series, class or tranche then Outstanding and all interest accrued or principal accreted and unpaid (if any) thereon to be due and payable immediately, and upon any such declaration the same will become and will be immediately due and payable, anything in this Indenture or in the Notes of such series, class or tranche to the contrary notwithstanding.

(b) If an Event of Default described in clause (c) or (f) (if the Event of Default under clause (c) or (f) is with respect to all series, classes or tranches of Notes then Outstanding) of Section 701 occurs and is continuing, then in each such case, unless the principal of all the Notes will have already become due and payable, either the Trustee or the Holders of not less than 50% in aggregate Outstanding Dollar Principal Amount of all the Notes then Outstanding hereunder (treated as one class), by notice in writing to the Issuer (and to the Trustee if given by Holders), may declare the Outstanding Dollar Principal Amount of all the Notes then Outstanding and all interest accrued or principal accreted and unpaid (if any) thereon to be due and payable immediately, and upon any such declaration the same will become and will be immediately due and payable, notwithstanding anything in this Indenture or in the Notes to the contrary. Such payments are subject to Article V.

(c) If an Event of Default described in clause (d) or (e) of Section 701 occurs and is continuing, then the Notes will automatically be and become immediately due and payable by the Issuer, without notice, or demand to any Person and the Issuer will automatically and immediately be obligated to pay off the Notes.

At any time after such a declaration of acceleration has been made with respect to the Notes of any series, class or tranche and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Majority Holders

85

of such series, class or tranche, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if:

(a) the Issuer has paid or deposited with the Trustee a sum sufficient to pay

(i) all overdue installments of interest on the Notes of such series, class or tranche,

(ii) the principal of any Notes of such series, class or tranche which have become due otherwise than by such declaration of acceleration, and interest thereon at the rate or rates prescribed therefor by the terms of the Notes of such series, class or tranche, to the extent that payment of such interest is lawful,

(iii) interest upon overdue installments of interest at the rate or rates prescribed therefor by the terms of the Notes of such series, class or tranche to the extent that payment of such interest is lawful, and

(iv) all sums paid by the Trustee hereunder and the reasonable compensation, expenses, disbursements of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 807;

and

(b) all Events of Default with respect to such series, class or tranche of Notes, other than the nonpayment of the principal of the Notes of such series, class or tranche which has become due solely by such acceleration, have been cured or waived as provided in Section 716.

No such rescission will affect any subsequent default or impair any right consequent thereon.

SECTION 703. Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if:

(a) the Issuer defaults in the payment of any installment of interest on any series, class or tranche of Notes when such interest becomes due and payable, or

(b) the Issuer defaults in the payment of the principal of any series, class or tranche of Notes at the Legal Maturity Date thereof,

and any such default continues for any period of grace provided with respect to such series, class or tranche of Notes, the Issuer will, upon demand of the Trustee, pay to it, for the benefit of the Holders of any such Notes the whole amount then due and payable on any such Notes for principal and interest (subject to Article V), with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of interest applicable to the stated principal amount thereof, unless otherwise specified in the applicable terms document; and (ii) in the case of Discount Notes, as specified in the applicable terms document;

86

and in addition thereto, such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 807.

If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Notes of such series, class or tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral or any other obligor upon such Notes, wherever situated.

SECTION 704. Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee will have made any demand on the Issuer for the payment of overdue principal or interest) will be entitled and empowered, by intervention in such proceedings or otherwise,

(i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 807) and of the Noteholders allowed in such judicial proceeding, and

(ii) to collect and receive any funds or other property payable or deliverable on any such claims and to distribute the same;

and any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Noteholder to make such payment to the Trustee and in the event that the Trustee will consent to the making of such payments directly to the Noteholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 807.

Nothing herein contained will be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

SECTION 705. Trustee May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or the Notes of any series, class or tranche may be prosecuted and enforced by the Trustee without the possession of any of the Notes of such series, class or tranche or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee will be brought in its own name as trustee of an express trust, and any recovery of judgment will, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel, be for the ratable benefit of the Holders of the Notes of the series, class or tranche in respect of which such judgment has been recovered.

87

SECTION 706. Application of Money Collected. Any money or other property collected by the Trustee with respect to a series, class or tranche of Notes pursuant to this Article will be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or interest, upon presentation of the Notes of such series, class or tranche and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

(a) first, to the payment of all amounts due the Trustee under Section 807.

(b) second, to the payment of the amounts then due and unpaid upon the Notes of that series, class or tranche for principal and interest, in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind (but subject to the allocation provided in Article V), according to the amounts due and payable on such Notes for principal and interest, respectively.

SECTION 707. Trustee May Elect to Hold the Collateral Certificate. Following an acceleration of any tranche of Notes, the Trustee may elect to continue to hold the Collateral Certificate and apply distributions on the Collateral Certificate in accordance with the regular distribution provisions pursuant to Article V of this Indenture, except that principal will be paid on the accelerated tranche of Notes to the extent funds are received from the Master Trust and allocated to the accelerated tranche, and payment is permitted by the subordination provisions of the accelerated tranche.

SECTION 708. Sale of Receivables for Accelerated Notes. In the case of a tranche of Notes that has been accelerated following an Event of Default, the Trustee may, and at the direction of the Majority Holders of that tranche of Notes will, cause the Master Trust to sell Principal Receivables and the related Finance Charge Receivables (or interests therein) as provided in Section 523.

SECTION 709. Noteholders Have the Right to Direct the Time, Method and Place of Conducting Any Proceeding for Any Remedy Available to the Trustee. The Majority Holders of any accelerated tranche of Notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee. This right may be exercised only if the direction provided by the Noteholders does not conflict with applicable law or this Indenture or has a substantial likelihood of involving the Trustee in personal liability.

SECTION 710. Limitation on Suits. No Holder of any Note of any series, class or tranche will have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to Notes of such series, class or tranche;

(b) the Holders of not less than 25% in Outstanding Dollar Principal Amount of the Outstanding Notes of such series, class or tranche have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

88

(c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request;

(d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Majority Holders of such series, class or tranche;

it being understood and intended that no one or more Holders of Notes of such series, class or tranche will have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes of such series, class or tranche, or to obtain or to seek to obtain priority or preference over any other such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and proportionate benefit of all the Holders of all Notes of such series, class or tranche.

SECTION 711. Unconditional Right of Noteholders to Receive Principal and Interest; Limited Recourse. Notwithstanding any other provisions in this Indenture, the Holder of any Note will have the right, which is absolute and unconditional, to receive payment of the principal of and interest on such Note on the Legal Maturity Date expressed in such Note and to institute suit for the enforcement of any such payment, and such right will not be impaired without the consent of such Holder; provided, however, that notwithstanding any other provision of this Indenture to the contrary, the obligation to pay principal of or interest on the Notes or any other amount payable to any Noteholder will be without recourse to the Issuer, the Banks, the Trustee, the Issuer Trustee or any affiliate, officer, employee or director of any of them, and the obligation of the Issuer to pay principal of or interest on the Notes or any other amount payable to any Noteholder will be subject to Article V.

SECTION 712. Restoration of Rights and Remedies. If the Trustee or any Noteholder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, then and in every such case the Issuer, the Trustee and the Noteholders will, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Noteholders will continue as though no such proceeding had been instituted.

SECTION 713. Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy will, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, will not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 714. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default will impair any such right or remedy or constitute a waiver of any such Event of Default or an

89

acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Noteholders, as the case may be.

SECTION 715. Control by Noteholders. The Majority Holders of any series, class or tranche will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes of such series, class or tranche, provided that:

(a) the Trustee will have the right to decline to follow any such direction if the Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken or would conflict with this Indenture or if the Trustee in good faith will, by a Trustee Authorized Officer, determine that the proceedings so directed would involve it in personal liability or be unjustly prejudicial to the Holders not taking part in such direction, and

(b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

SECTION 716. Waiver of Past Defaults. The Majority Holders of any series, class or tranche may on behalf of the Holders of all the Notes of such series, class or tranche waive any past default hereunder with respect to such series, class or tranche and its consequences, except a default not theretofore cured:

(a) in the payment of the principal of or interest on any Note of such series, class or tranche, or

(b) in respect of a covenant or provision hereof which under Article X cannot be modified or amended without the consent of the Holder of each Outstanding Note of such series, class or tranche.

Upon any such waiver, such default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured, for every purpose of this Indenture; but no such waiver will extend to any subsequent or other default or impair any right consequent thereon.

SECTION 717. Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Note by his acceptance thereof will be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section will not apply to any suit instituted by the Trustee, to any suit instituted by any Noteholder or group of Noteholders, holding in the aggregate more than 10% in Outstanding Dollar Principal Amount of the Outstanding Notes of any series, class or tranche to which the suit relates, or to any suit instituted by any Noteholders for the enforcement of the payment of the principal of or interest on any Note on or after the applicable Legal Maturity Date expressed in such Note.

90

SECTION 718. Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE VIII

The Trustee

SECTION 801. Certain Duties and Responsibilities. (a) The Trustee undertakes to perform any duties and only such duties as are specifically set forth in this Indenture with respect to the Notes of any series, class or tranche of Notes, and no implied covenants or obligations will be read into this Indenture against the Trustee.

(b) In the absence of bad faith on its part, the Trustee may, with respect to Notes of any series, class or tranche, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee will be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture.

(c) In case an Event of Default with respect to any series, class or tranche of Notes has occurred and is continuing, the Trustee will exercise with respect to the Notes of such series, class or tranche such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a fiduciary would exercise or use under the circumstances in the conduct of such person’s own affairs.

(d) No provision of this Indenture will be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) this clause will not be construed to limit the effect of clause (a) of this Section;

(ii) the Trustee will not be liable for any error of judgment made in good faith by a Trustee Authorized Officer, unless it will be proved that the Trustee was negligent in ascertaining the pertinent facts;

(iii) the Trustee will not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Majority Holders of any series, class or tranche relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Notes of such series, class or tranche; and

91

(iv) no provision of this Indenture will require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it will have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to the Trustee against such risk or liability is not reasonably assured to it.

(e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee will be subject to the provisions of this Section.

SECTION 802. Notice of Defaults. Within 90 days after the occurrence of any default hereunder with respect to Notes of any series, class or tranche,

(a) the Trustee will transmit by mail to all Noteholders of such series, class or tranche, as their names and addresses appear in the Note Register, notice of such default hereunder known to the Trustee,

(b) [RESERVED] and

(c) the Trustee will give prompt written notification thereof to the Rating Agencies,

unless such default will have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of or interest on any Note of such series, class or tranche, the Trustee will be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Trustee Authorized Officers in good faith determine that the withholding of such notice is in the interests of the Noteholders of such series, class or tranche; and provided, further, that in the case of any default of the character specified in Section 701(c) with respect to Notes of such series, class or tranche no such notice to Noteholders of such series, class or tranche will be given until at least 90 days after the occurrence thereof. For the purpose of this Section, the term “default”, with respect to Notes of any series, class or tranche, means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Notes of such series, class or tranche.

SECTION 803. Certain Rights of Trustee. Except as otherwise provided in Section 801:

(a) the Trustee may rely and will be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) any request or direction of the Issuer mentioned herein will be sufficiently evidenced by an Issuer Certificate;

(c) whenever in the administration of this Indenture the Trustee will deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Issuer Certificate;

92

(d) the Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(e) the Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders will have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(f) the Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee will determine to make such further inquiry or investigation, it will be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney;

(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee will not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; and

(h) the Trustee will not be responsible for filing any financing statements or continuation statements in connection with the Notes, but will cooperate with the Issuer in connection with the filing of such financing statements or continuation statements.

SECTION 804. Not Responsible for Recitals or Issuance of Notes. The recitals contained herein and in the Notes, except the certificates of authentication, will be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes. The Trustee will not be accountable for the use or application by the Issuer of Notes or the proceeds thereof.

SECTION 805. May Hold Notes. The Trustee, any Paying Agent, the Note Registrar or any other agent of the Issuer, in its individual or any other capacity, may become the owner or pledgee of Notes and, subject to Sections 808 and 813, may otherwise deal with the Issuer with the same rights it would have if it were not Trustee, Paying Agent, Note Registrar or such other agent.

SECTION 806. Money Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee will be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Issuer.

SECTION 807. Compensation and Reimbursement, Limit on Compensation, Reimbursement and Indemnity. (a) The Issuer agrees, solely with funds available pursuant to Section 501(a),

93

(i) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(ii) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and

(iii) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.

As security for the performance of the obligations of the Issuer under this Section, the Issuer and the Noteholders agree that the Trustee will have a lien prior to the Notes upon all property and funds held or collected by the Trustee as such pursuant to Section 501 or 502, except funds held in the Accounts.

(b) The aggregate amount that the Issuer will pay with respect to any of the amounts payable to or for the benefit of the Trustee pursuant to this Section or otherwise will in no event be greater than the lesser of (i) $400,000 per month, and (ii) 0.05% of the aggregate Nominal Liquidation Amounts of the Outstanding Notes as of the end of the preceding Due Period. The Trustee, in its capacity as trustee under this Indenture, will have no recourse to any asset of the Issuer other than funds available pursuant to Section 501(a) or to any Person other than the Issuer.

(c) This Section will survive the termination of this Indenture and the resignation or replacement of the Trustee under Section 810.

SECTION 808. Disqualification; Conflicting Interests. If the Trustee has or will acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee will, if so required by the Trust Indenture Act, either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. Nothing herein will prevent the Trustee from filing with the Commission the application referred to in the second to last paragraph of Section 310(b) of the Trust Indenture Act.

SECTION 809. Corporate Trustee Required; Eligibility. There will at all times be a Trustee hereunder with respect to each series, class or tranche of Notes, which will be a corporation organized and doing business under the laws of the United States of America or of any State, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by Federal or State authority, and having a rating of at least BBB- by Standard & Poor’s. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Issuer may not, nor may any Person directly or

94

indirectly controlling, controlled by, or under common control with the Issuer, serve as Trustee. If at any time the Trustee with respect to any series, class or tranche of Notes will cease to be eligible in accordance with the provisions of this Section, it will resign immediately in the manner and with the effect hereinafter specified in this Article.

SECTION 810. Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article will become effective until the acceptance of appointment by the successor Trustee under Section 811.

(b) The Trustee may resign with respect to any series, class or tranche of Notes at any time by giving written notice thereof to the Issuer. If an instrument of acceptance by a successor Trustee will not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(c) The Trustee may be removed with respect to any series, class or tranche of Notes at any time by Act of the Majority Holders of that series, class or tranche, delivered to the Trustee and to the Issuer.

(d) If at any time:

(i) the Trustee fails to comply with Section 310(b) of the Trust Indenture Act with respect to any series, class or tranche of Notes after written request therefor by the Issuer or by any Noteholder who has been a bona fide Holder of a Note of that series, class or tranche for at least 6 months, or

(ii) the Trustee ceases to be eligible under Section 809 with respect to any series, class or tranche of Notes and fails to resign after written request therefor by the Issuer or by any such Noteholder, or

(iii) the Trustee becomes incapable of acting with respect to any series, class or tranche of Notes, or

(iv) the Trustee is adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property is appointed or any public officer takes charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (A) the Issuer may remove the Trustee, with respect to the series, class or tranche, or in the case of clause (iv), with respect to all series, classes or tranches, or (B) subject to Section 717, any Noteholder who has been a bona fide Holder of a Note of such series, class or tranche for at least 6 months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee with respect to the series, class or tranche, or, in the case of clause (iv), with respect to all series, classes or tranches.

(e) If the Trustee resigns, is removed or becomes incapable of acting with respect to any series, class or tranche of Notes, or if a vacancy will occur in the office of the Trustee with respect to any series, class or tranche of Notes for any cause, the Issuer will promptly appoint a successor

95

Trustee for that series, class or tranche of Notes. If, within one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such series, class or tranche of Notes is appointed by Act of the Majority Holders of such series, class or tranche delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed will, forthwith upon its acceptance of such appointment, become the successor Trustee with respect to such series, class or tranche and supersede the successor Trustee appointed by the Issuer with respect to such series, class or tranche. If no successor Trustee with respect to such series, class or tranche will have been so appointed by the Issuer or the Noteholders of such series, class or tranche and accepted appointment in the manner hereinafter provided, any Noteholder who has been a bona fide Holder of a Note of that series, class or tranche for at least 6 months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to such series, class or tranche.

(f) The Issuer will give written notice of each resignation and each removal of the Trustee with respect to any series, class or tranche and each appointment of a successor Trustee with respect to any series, class or tranche to each Noteholder as provided in Section 106 and to each Rating Agency. Each notice will include the name of the successor Trustee and the address of its principal Corporate Trust Office.

SECTION 811. Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder will execute, acknowledge and deliver to the Issuer and to the predecessor Trustee an instrument accepting such appointment, with a copy to the Rating Agencies, and thereupon the resignation or removal of the predecessor Trustee will become effective with respect to any series, class or tranche as to which it is resigning or being removed as Trustee, and such successor Trustee, without any further act, deed or conveyance, will become vested with all the rights, powers, trusts and duties of the predecessor Trustee with respect to any such series, class or tranche; but, on request of the Issuer or the successor Trustee, such predecessor Trustee will, upon payment of its reasonable charges, if any, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the predecessor Trustee, and will duly assign, transfer and deliver to such successor Trustee all property and money held by such predecessor Trustee hereunder with respect to all or any such series, class or tranche, subject nevertheless to its lien, if any, provided for in Section 807. Upon request of any such successor Trustee, the Issuer will execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts.

In case of the appointment hereunder of a successor Trustee with respect to the Notes of one or more (but not all) series, classes or tranches, the Issuer, the predecessor Trustee and each successor Trustee with respect to the Notes of any applicable series, class or tranche will execute and deliver a supplemental indenture which will contain such provisions as will be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor Trustee with respect to the Notes of any series, class or tranche as to which the predecessor Trustee is not being succeeded will continue to be vested in the predecessor Trustee, and will add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture will constitute such Trustees co-trustees of the same trust and that each such Trustee will be Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee.

96

No successor Trustee with respect to any series, class or tranche of Notes will accept its appointment unless at the time of such acceptance such successor Trustee will be qualified and eligible with respect to that series, class or tranche under this Article.

SECTION 812. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee will be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, will be the successor of the Trustee hereunder, provided such corporation will be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. The Issuer will give prompt written notice of such merger, conversion, consolidation or succession to the Rating Agencies. In case any Notes will have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Notes.

SECTION 813. Preferential Collection of Claims Against Issuer. If and when the Trustee will be or become a creditor of the Issuer (or any other obligor upon the Notes), the Trustee will be subject to the provisions of Section 311 of the Trust Indenture Act. A Trustee who has resigned or been removed will be subject to Section 311(a) of the Trust Indenture Act to the extent provided therein.

SECTION 814. Appointment of Authenticating Agent. At any time when any of the Notes remain Outstanding the Trustee, with the approval of the Issuer, may appoint an Authenticating Agent or Agents with respect to one or more series, classes or tranches of Notes which will be authorized to act on behalf of the Trustee to authenticate Notes of such series, classes or tranches issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 305, and Notes so authenticated will be entitled to the benefits of this Indenture and will be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Notes by the Trustee or the Trustee’s certificate of authentication, such reference will be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent will be acceptable to the Issuer and will at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will resign immediately in the manner and with the effect specified in this Section. The initial Authenticating Agent for the Notes of all series, classes and tranches will be Citibank.

97

Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will continue to be an Authenticating Agent, provided such corporation will be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent will cease to be eligible in accordance with the provisions of this Section, the Trustee, with the approval of the Issuer, may appoint a successor Authenticating Agent which will be acceptable to the Issuer and will give notice to each Noteholder as provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder will become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent will be appointed unless eligible under the provisions of this Section.

The Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer from time to time) reasonable compensation for its services under this Section, and the Trustee will be entitled to be reimbursed for such payments, subject to the provisions of Section 807.

If an appointment with respect to one or more series, classes or tranches is made pursuant to this Section, the Notes of such series, classes or tranches may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form:

This is one of the Notes of the series, classes or tranches designated therein referred to in the within-mentioned Indenture.

[NAME OF INDENTURE TRUSTEE], as Trustee

By:

As Authenticating Agent

By:

Authorized Signatory

98

SECTION 815. Tax Returns. (a) In the event the Issuer shall be required to file tax returns, the Beneficiary and the Servicer shall prepare or shall cause to be prepared such tax returns and shall provide such tax returns to the Issuer Trustee or the Beneficiary for signature at least five (5) days before such tax returns are due to be filed. The Issuer, in accordance with the terms of each Indenture Supplement, shall also prepare or shall cause to be prepared all tax information required by law to be distributed to Noteholders and shall deliver such information to the Trustee at least five (5) days prior to the date it is required by law to be distributed to Noteholders. The Trustee, upon written request, will furnish the Beneficiary and the Servicer with all such information known to the Trustee as may be reasonably requested and required in connection with the preparation of all tax returns of the Issuer, and shall, upon request, execute such returns. In no event shall the Trustee or the Issuer Trustee be personally liable for any liabilities, costs or expenses of the Issuer or any Noteholder arising under any tax law, including without limitation, federal, state or local income or excise taxes or any other tax imposed on or measured by income (or any interest or penalty with respect thereto arising from a failure to comply therewith).

(b) In the event that the Issuer is classified as a partnership for federal income tax purposes, beginning with the first taxable year that Sections 6221 through 6241 of the Code (as amended by the Bipartisan Budget Act, P.L.                  ) apply to the Issuer, the Seller (or an Affiliate of the Seller that is a United States person (within the meaning of the Code) if the Seller is ineligible) is hereby designated as the partnership representative under Section 6223(a) of the Code to the extent allowed by law. The Issuer shall, to the extent eligible, make the election under Section 6221(b) of the Code with respect to determinations of adjustments at the partnership level and take any other action such as filings, disclosures and notifications necessary to effectuate such election. If the election described in the preceding sentence is not available, the Issuer shall, to the extent eligible, make the election under Section 6226(a) of the Code with respect to the alternative to payment of imputed underpayments by a partnership and take any other action such as filings, disclosures and notifications necessary to effectuate such election. Notwithstanding the foregoing, each of the Issuer, the Seller and the Servicer are authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code and to take any action it deems necessary or appropriate to comply with the requirements of the Code and conduct the Issuer’s affairs under Sections 6221 through 6241 of the Code.

99

ARTICLE IX

Noteholders’ Meetings, Lists, Reports by Trustee,

Issuer and Managing Beneficiary

SECTION 901. Issuer To Furnish Trustee Names and Addresses of Noteholders. The Issuer will furnish or cause to be furnished to the Trustee:

(a) semi-annually, not more than 15 days after each Record Date, in each year in such form as the Trustee may reasonably require, a list of the names and addresses of the Noteholders of such series, classes or tranches as of such date, and

(b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Issuer of any such request, a list of similar form and content as of a date not more than 15 days before the time such list is furnished, excluding from any such list names and addresses received by the Trustee in its capacity as Note Registrar.

SECTION 902. Preservation of Information; Communications to Noteholders. (a) The Trustee will preserve, in as current a form as is reasonably practicable, the names and addresses of Noteholders contained in the most recent list furnished to the Trustee as provided in Section 901 and the names and addresses of Noteholders received by the Trustee in its capacity as Note Registrar. The Trustee may destroy any list furnished to it as provided in Section 901 upon receipt of a new list so furnished.

(b) If three or more Holders of Notes of any series, class or tranche (hereinafter referred to as “applicants”) apply in writing to the Trustee, and furnish to the Trustee reasonable proof that each such applicant has owned a Note of such series, class or tranche for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such series, class or tranche or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Trustee will, within five Business Days after the receipt of such application, at its election, either

(i) afford such applicants access to the information preserved at the time by the Trustee in accordance with Section 902(a), or

(ii) inform such applicants as to the approximate number of Holders of Notes of such series, class or tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Trustee in accordance with Section 902(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application.

If the Trustee will elect not to afford such applicants access to such information, the Trustee will, upon the written request of such applicants, mail to each Holder of a Note of such series, class or tranche or to all Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Trustee in accordance with Section 902(a), a copy of the form of proxy or other communication which is specified in such

100

request, with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Trustee will mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such series, class or tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, will enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission will find, after notice and opportunity for hearing, that all the objections so sustained have been met and will enter an order so declaring, the Trustee will mail copies of such material to all Noteholders of such series, class or tranche or all Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Trustee will be relieved of any obligation or duty to such applicants respecting their application.

(c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Trustee that neither the Issuer nor the Trustee will be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with Section 902(b), regardless of the source from which such information was derived, and that the Trustee will not be held accountable by reason of mailing any material pursuant to a request made under Section 902(b).

SECTION 903. Reports by Trustee. (a) The term “reporting date” as used in this Section means September 30. Within 60 days after the reporting date in each year, beginning in 2001, the Trustee will transmit to Noteholders, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, a brief report dated as of such reporting date if required by Section 313(a) of the Trust Indenture Act.

(b) To the extent required by the Trust Indenture Act, the Trustee will mail each year to all Noteholders, with a copy to the Rating Agencies a report concerning:

(i) its eligibility and qualifications to continue as trustee under this Indenture;

(ii) any amounts advanced by the Trustee under this Indenture;

(iii) the amount, interest rate and maturity date or indebtedness owing by the Issuer to the Trustee in the Trustee’s individual capacity;

(iv) the property and funds physically held by the Trustee as Trustee;

(v) any release or release and substitution of Collateral subject to the lien of this Indenture which has not previously been reported; and

(vi) any action taken by the Trustee that materially affects the Notes and that has not previously been reported.

(c) The Trustee will comply with Sections 313(b) and 313(c) of the Trust Indenture Act.

101

(d) A copy of each such report will, at the time of such transmission to Noteholders, be filed by the Trustee with each stock exchange upon which the Notes are listed, and also with the Commission. The Issuer will notify the Trustee when the Notes are admitted to trading on any national securities exchange.

SECTION 904. Meetings of Noteholders; Amendments and Waivers. (a) The Trustee may call a meeting of the Noteholders of a series, class or tranche at any time. The Trustee will call a meeting upon request of the Issuer or the Holders of at least 10% in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such series, class or tranche. In any case, a meeting will be called after notice is given to the Noteholders pursuant to Section 106.

(b) Except for any consent that must be given by the Holders of each Outstanding Note affected or any action to be taken by the Issuer as holder of the Collateral Certificate, any resolution presented at any meeting at which a quorum is present may be adopted by the affirmative vote of the Majority Holders of that series, class or tranche, as the case may be. For any vote, request, demand, authorization, direction, notice, consent, waiver or other action provided by the Series 2000 Supplement to be given or taken by the holder of the Collateral Certificate, any resolution presented at any meeting at which the Majority Holders of all Outstanding Notes is present may be adopted by the affirmative vote of the Majority Holders of all Outstanding Notes. However, any resolution with respect to any consent, waiver, request, demand, notice, authorization, direction or other action which may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of Outstanding Notes of a series, class or tranche or all Notes may be adopted at any meeting at which a quorum is present only by the affirmative vote of the Holders of not less than the specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of that series, class or tranche or all Notes, as the case may be. Any resolution passed or decision taken at any meeting of Noteholders duly held in accordance with this Indenture will be binding on all Noteholders of the affected series, class or tranche.

(c) The quorum at any meeting will be persons holding or representing the Majority Holders of a series, class or tranche or all Notes, as the case may be; provided, however, that if any action is to be taken at that meeting concerning a consent, waiver, request, demand, notice, authorization, direction or other action that may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of a series, class or tranche or all Notes, as applicable, the persons holding or representing such specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such series, class or tranche or all Notes will constitute a quorum.

(d) (i) The ownership of Notes will be proved by the Note Register. (ii) [RESERVED].

(e) The Issuer may make reasonable rules for other matters relating to action by or a meeting of Noteholders not otherwise covered by this Section.

102

SECTION 905. Reports by Issuer to the Commission. The Issuer will:

(a) file with the Trustee, within 15 days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Issuer may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act; or, if the Issuer is not required to file information, documents or reports pursuant to either of said Sections, then it will file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations;

(b) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

(c) transmit by mail to all Noteholders, as their names and addresses appear in the Note Register, within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Issuer pursuant to paragraphs (a) and (b) of this Section as may be required by rules and regulations prescribed from time to time by the Commission.

SECTION 906. Reports by Trustee. The Trustee will report to the Issuer with respect to the amount on deposit in the Accounts, and the identity of the investments included therein, as the Issuer may from time to time reasonably request which, absent the occurrence of an Event of Default hereunder, will not occur more often than monthly.

SECTION 907. Monthly Issuer’s Report. Each month, the Issuer will prepare, in cooperation with the Servicer of the Master Trust, and deliver to the Trustee an Issuer’s Report, with a copy to the Rating Agencies.

SECTION 908. Payment Request to Master Trust. From time to time, the Issuer will deliver a Payment Request to the Master Trust as necessary to request the payments required or targeted to be made hereunder.

SECTION 909. Monthly Computation Statement. (a) Promptly after the receipt by the Issuer of each Monthly Performance Statement under the Series 2000 Supplement, the Issuer, in cooperation with the Servicer of the Master Trust, will compute the information required by a Monthly Computation Statement with respect to the applicable Due Period. With respect to any Due Period when either the Servicer of the Master Trust or the Managing Beneficiary is not an Affiliate of a Seller, the Issuer will deliver a copy of a completed Monthly Computation Statement for that Due Period to the Trustee.

103

(b) From time to time, the Issuer will notify the Servicer under the Series 2000 Supplement of the information necessary to be provided by the Issuer under Section 5.01 of the Series 2000 Supplement to calculate the Invested Amount of the Collateral Certificate and the Series 2000 Adjusted Invested Amount of the Collateral Certificate.

ARTICLE X

Supplemental Indentures; Amendments to the Pooling and

Servicing Agreement and Amendments to the Trust Agreement

SECTION 1001. Supplemental Indentures Without Consent of Noteholders. Without the consent of the Holders of any Notes, the Issuer and the Trustee, at any time and from time to time, may amend this Indenture or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:

(a) to evidence the succession of another Entity to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; or

(b) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer, for the benefit of the Holders of the Notes of any or all series, classes or tranches (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series, classes or tranches of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series, classes or tranches); or

(c) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or

(d) to add to this Indenture such provisions as may be expressly permitted by the TIA, excluding, however, the provisions referred to in Section 316(a)(2) of the TIA as in effect at the date as of which this Indenture was executed or any corresponding provision in any similar federal statute hereafter enacted; or

(e) to establish any form of Note, as provided in Article II, and to provide for the issuance of any series, class or tranche of Notes as provided in Article III and to set forth the terms thereof, and/or to add to the rights of the Holders of the Notes of any series, class or tranche; or

(f) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series, classes or tranches of Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to Section 811; or

104

(g) to add any additional Early Redemption Events or Events of Default in respect of the Notes of any or all series, classes or tranches (and if such additional Events of Default are to be in respect of less than all series, classes or tranches of Notes, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series, classes or tranches); or

(h) to provide for the consolidation of the Master Trust and the Issuer into a single Entity after the termination of all series of Investor Certificates (other than the Collateral Certificate); or

(i) if one or more Additional Sellers under (and as defined in) the Pooling and Servicing Agreement are added to the Pooling and Servicing Agreement, or one or more additional Beneficiaries under the Trust Agreement are added to the Trust Agreement, to make any necessary changes to the Indenture or any other related document; or

(j) as set forth in Section 312(b); or

(k) to make any other amendment that could not reasonably be expected to have an Adverse Effect.

No amendment of this Indenture or supplemental indenture for the purposes identified in clauses (a), (b) or (c) may be entered into if to do so would adversely affect in any material respect the interests of the Holders of Notes of any series, class or tranche. Except for supplemental indentures entered into for purposes identified in clause (e), no supplemental indenture under this Section may be entered into except upon delivery of a Master Trust Tax Opinion and an Issuer Tax Opinion and with written confirmation from each applicable Rating Agency that there will be no Ratings Effect.

The Issuer may, without consent of the Noteholders, merge with the Master Trust upon (i) written notice to the Trustee and each Rating Agency, (ii) delivery by the Issuer to the Trustee of an Issuer Certificate to the effect that the Issuer reasonably believes that such merger will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future and (iii) delivery by the Issuer to the Trustee and the Rating Agencies of a Master Trust Tax Opinion and an Issuer Tax Opinion.

SECTION 1002. Supplemental Indentures with Consent of Noteholders. With written confirmation from each applicable Rating Agency that there will be no Ratings Effect and the consent of the Majority Holders of the Outstanding Notes of each series, class or tranche affected by such amendment of this Indenture or supplemental indenture or indentures, by Act of said Holders delivered to the Issuer and the Trustee, the Issuer and the Trustee may enter into an amendment of this Indenture or indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes of each such series, class or tranche under this Indenture; provided, however, that no such amendment or supplemental indenture will, without the consent of the Holder of each Outstanding Note affected thereby:

(a) change the scheduled payment date of any payment of interest on any Note, or change the Expected Principal Payment Date or Legal Maturity Date of, any Note;

105

(b) reduce the stated principal amount of, or the interest rate on, any Note; or change the method of computing the Outstanding Dollar Principal Amount, the Adjusted Outstanding Dollar Principal Amount or the Nominal Liquidation Amount in a manner that is adverse to the Holder of any Note;

(c) reduce the amount of a Discount Note payable upon the occurrence of an Early Redemption Event or other optional or mandatory redemption or upon the acceleration of its Legal Maturity Date;

(d) impair the right to institute suit for the enforcement of any payment on any Note;

(e) reduce the percentage in Outstanding Dollar Principal Amount of the Outstanding Notes of any series, class or tranche, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture;

(f) modify any of the provisions of this Section or Section 718, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;

(g) permit the creation of any lien or other encumbrance on the Collateral that secures any tranche of Notes that is prior to the lien in favor of the Holders of the Notes of such tranche;

(h) change any Place of Payment where any principal of, or interest on, any Note is payable, unless otherwise provided in the applicable terms document;

(i) change the method of computing the amount of principal of, or interest on, any Note on any date; or

(j) make any other amendment not permitted by Section 1001.

An amendment of this Indenture or supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series, class or tranche of Notes, or which modifies the rights of the Holders of Notes of such series, class or tranche with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes of any other series, class or tranche. No amendment or supplemental indenture under this Section may be entered into except upon delivery of a Master Trust Tax Opinion and an Issuer Tax Opinion and with written confirmation from each applicable Rating Agency that there will be no Ratings Effect.

It will not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed amendment or supplemental indenture, but it will be sufficient if such Act will approve the substance thereof.

106

SECTION 1003. Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any amendment of this Indenture or supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee will be entitled to receive, and (subject to Section 801) will be fully protected in relying upon, an Opinion of Counsel stating that the execution of such amendment or supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent thereto have been satisfied. The Trustee may, but will not (except to the extent required in the case of an amendment or supplemental indenture entered into under Section 1001(d) or 1001(f)) be obligated to, enter into any such amendment or supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

SECTION 1004. Effect of Supplemental Indentures. Upon the execution of any amendment of this Indenture or supplemental indenture under this Article, this Indenture will be modified in accordance therewith with respect to each series, class or tranche of Notes affected thereby, or all Notes, as the case may be, and such amendment or supplemental indenture will form a part of this Indenture for all purposes; and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder will be bound thereby to the extent provided therein.

SECTION 1005. Conformity with Trust Indenture Act. Every amendment of this Indenture or supplemental indenture executed pursuant to this Article will conform to the requirements of the TIA as then in effect.

SECTION 1006. Reference in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any amendment of this Indenture or supplemental indenture pursuant to this Article may, and will if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Issuer will so determine, new Notes so modified as to conform, in the opinion of the Trustee and the Issuer, to any such amendment or supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for Outstanding Notes.

SECTION 1007. Amendments to the Pooling and Servicing Agreement; Amendments to the Asset Representations Review Agreement; Treatment of Noteholders and Note Owners. By their acceptance of a Note, the Noteholders acknowledge that the Sellers and the Master Trust Trustee may amend the Pooling and Servicing Agreement and any supplement thereto without the consent of the Holders of any Investor Certificates (including the Issuer) or any Noteholder, so long as such amendment or supplement would not materially adversely affect the interests of the Holders of any Investor Certificates.

(a) For purposes of any vote or consent under the Pooling and Servicing Agreement:

(i) that requires the consent or vote of each Investor Certificateholder, each Noteholder will be treated as an Investor Certificateholder under the Pooling and Servicing Agreement;

(ii) that requires the consent or vote of any series of Investor Certificates, each series of Notes will be treated as a series of Investor Certificates under the Pooling and Servicing Agreement; and

107

(iii) that requires the consent or vote of any class of Investor Certificates, each class of Notes of a Single Issuance Series and each tranche of Notes of a Multiple Issuance Series will be treated as a class of Investor Certificates under the Pooling and Servicing Agreement.

(b) For purposes of subsection [3.10] of the Pooling and Servicing Agreement, each Note Owner will be treated as a Certificate Owner (as defined in the Pooling and Servicing Agreement).

(c) By their acceptance of a Note, the Noteholders acknowledge that the Seller, the Servicer and the Asset Representations Reviewer may amend the Asset Representations Review Agreement, including the content of any Exhibit to the Asset Representations Review Agreement, without the consent of the Holders of any Investor Certificates (including the Issuer) or any Noteholder; provided, that if such amendment takes effect after the issuance of any tranche of Notes that is registered with the Commission on Form SF-3, such amendment shall not, in the reasonable belief of the Seller, adversely affect in any material respect the interests of the Holder of any Investor Certificates whose consent has not been obtained (as evidenced by an officer’s certificate of the Seller delivered to the Servicer and the Master Trust Trustee).

For purposes of any vote or consent under the Asset Representations Review Agreement that requires the consent or vote of Investor Certificateholders, each Noteholder will be treated as an Investor Certificateholder under the Asset Representations Review Agreement.

SECTION 1008. Amendments to the Trust Agreement. (a) Without the consent of the Holders of any Notes, the Issuer Trustee (at the written direction of the Managing Beneficiary) and the Banks may amend the Trust Agreement so long as such amendment will not adversely affect the interests of the Noteholders in any material respect and the Rating Agencies confirm in writing that the amendment will not cause a Ratings Effect.

(b) With written confirmation from each applicable Rating Agency that there will be no Ratings Effect and the consent of the Holders of not less than 66 ²⁄₃% in Outstanding Dollar Principal Amount of the Outstanding Notes affected by such amendment, by Act of said Holders delivered to the Master Trust Trustee, the Banks and the Issuer Trustee (at the written direction of the Managing Beneficiary) may amend the Trust Agreement for the purpose of adding, changing or eliminating any provisions of the Trust Agreement or of modifying the rights of those Noteholders.

SECTION 1009. Notice. If the Issuer, as holder of the Collateral Certificate for the benefit of the Noteholders, receives a request for a consent to any amendment, modification, waiver or supplement under this Indenture, the Pooling and Servicing Agreement, the Trust Agreement, the Asset Representation Review Agreement or other document contemplated herein, the Issuer will forthwith provide notice of such proposed amendment, modification, waiver or supplement, as provided in Section 106 to (i) each Noteholder that is entitled to vote on such matter as of the date the Issuer receives the request specified above and (ii) each Rating Agency. The Issuer will request from such Noteholders directions as to (i) whether or not the Issuer should take or refrain from taking any action which the holder of the Collateral Certificate has the option to direct, (ii) whether or not to give or execute any waivers, consents, amendments, modifications or supplements as a

108

holder of such Collateral Certificate and (iii) how to vote the Collateral Certificate if a vote has been called for with respect thereto; provided, that, in directing any action or casting any vote or giving any consent as the holder of the Collateral Certificate, the Issuer will vote or consent with respect to such Collateral Certificate the applicable series, class or tranche, as the case may be, in the same proportion as the Notes were actually voted by Holders thereof as notified by such Noteholders to the Issuer at least two Business Days before the Issuer takes such action or casts such vote or gives such consent.

ARTICLE XI

Representations, Warranties and Covenants of Issuer

SECTION 1101. Payment of Principal and Interest. With respect to each series, class or tranche of Notes, the Issuer will duly and punctually pay the principal of and interest on such Notes in accordance with their terms and this Indenture, and will duly comply with all the other terms, agreements and conditions contained in, or made in this Indenture for the benefit of, the Notes of such series, class or tranche.

SECTION 1102. Maintenance of Office or Agency. The Issuer will maintain an office, agency or Paying Agent in each Place of Payment where Notes may be presented or surrendered for payment, where Notes may be surrendered for transfer or exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer will give prompt written notice to the Trustee of the location, and of any change in the location, of such office or agency. If at any time the Issuer will fail to maintain such office or agency or will fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Issuer hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands.

SECTION 1103. Money for Note Payments to be Held in Trust. The Paying Agent, on behalf of the Trustee, will make distributions to Noteholders from the Collection Account or other applicable Account pursuant to the provisions of Article V of this Indenture or any supplement thereto and will report the amounts of such distributions to the Trustee. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Trustee may revoke such power and remove the Paying Agent if the Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any supplemental indenture in any material respect. The Paying Agent upon removal will return all funds in its possession to the Trustee.

The Issuer will cause each Paying Agent (other than the Trustee) for any series, class or tranche of Notes to execute and deliver to the Trustee an instrument in which such Paying Agent will agree with the Trustee (and if the Trustee acts as Paying Agent, it so agrees), subject to the provisions of this Section, that such Paying Agent will:

(a) hold all sums held by it for the payment of principal of or interest on Notes of such series, class or tranche in trust for the benefit of the Persons entitled thereto until such sums will be paid to such Persons or otherwise disposed of as herein provided;

109

(b) if such Paying Agent is not the Trustee, give the Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such series, class or tranche) in the making of any such payment of principal or interest on the Notes of such series, class or tranche;

(c) if such Paying Agent is not the Trustee, at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent;

(d) immediately resign as a Paying Agent and, if such Paying Agent is not the Trustee, forthwith pay to the Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and

(e) comply with all requirements of the Internal Revenue Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series, class or tranche of Notes or for any other purpose, pay, or by Issuer Certificate direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series, class or tranche of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all Notes, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will be released from all further liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of or interest on any Note of any series, class or tranche and remaining unclaimed for two years after such principal or interest has become due and payable will be paid to the Issuer upon request in an Issuer Certificate, or (if then held by the Issuer) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will thereupon cease. The Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer give notice to the Holders of the Notes as to which the money to be repaid was held in trust, as provided in Section 106, a notice that such funds remain unclaimed and that, after a date specified in the notice, which will not be less than 30 days from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it.

The Issuer initially authorizes Citibank to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Trustee) to act as Paying Agent in addition to or in place of Citibank with respect to any series, class or tranche of Notes issued under this Indenture.

110

Each Paying Agent will at all times, have a combined capital and surplus of at least $50,000,000, and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is a member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

SECTION 1104. Statement as to Compliance. The Issuer will deliver to the Trustee and the Rating Agencies, on or before April 30 of each year, beginning in 2001, a written statement signed by an Issuer Authorized Officer, stating that:

(a) a review of the activities of the Issuer during the prior year and of the Issuer’s performance under this Indenture and under the terms of the Notes has been made under such Issuer Authorized Officer’s supervision; and

(b) to the best of such Issuer Authorized Officer’s knowledge, based on such review, the Issuer has complied in all material respects with all conditions and covenants under this Indenture throughout such year, or, if there has been a default in the fulfillment of any such condition or covenant (without regard to any grace period or requirement of notice), specifying each such default known to such Issuer Authorized Officer and the nature and status thereof.

SECTION 1105. Legal Existence. The Issuer will do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence.

SECTION 1106. Further Instruments and Acts. Upon request of the Trustee, the Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

SECTION 1107. Compliance with Laws. The Issuer will comply with the requirements of all applicable laws, the noncompliance with which would, individually or in the aggregate, materially and adversely affect the ability of the Issuer to perform its obligations under the Notes or this Indenture.

SECTION 1108. Notice of Events of Default. The Issuer agrees to give the Trustee and the Rating Agencies prompt written notice of each Event of Default hereunder and each default on the part of the Master Trust or the Sellers of their respective obligations under the Pooling and Servicing Agreement, and any default of a Derivative Counterparty.

SECTION 1109. Certain Negative Covenants. The Issuer will not:

(a) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts withheld in good faith from such payments under the Internal Revenue Code or other applicable tax law);

(b) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien in favor of the Secured Parties created by this Indenture to be amended,

111

hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby;

(c) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien in favor of the Secured Parties created by this Indenture) to be created on or extend to or otherwise arise upon or burden the Collateral or any part thereof or any interest therein or the proceeds thereof; or

(d) permit the lien in favor of the Secured Parties created by this Indenture not to constitute a valid security interest in the Collateral; or

(e) voluntarily dissolve or liquidate.

SECTION 1110. No Other Business. The Issuer will not engage in any business other than as permitted under the Trust Agreement.

SECTION 1111. No Borrowing. The Issuer will not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness for borrowed money except for the Notes.

SECTION 1112. Excluded Series. The Issuer will notify the Master Trust with respect to each Due Period of the extent to which any series of Notes constitutes an Excluded Series under the Series 2000 Supplement.

SECTION 1113. Rule 144A Information. For so long as any of the Notes of any series, class or tranche are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Exchange Act, the Issuer agrees to provide to any Noteholder of such series, class or tranche and to any prospective purchaser of Notes designated by such Noteholder, upon the request of such Noteholder or prospective purchaser, any information required to be provided to such Holder or prospective purchaser to satisfy the conditions set forth in Rule 144A(d)(4) under the Securities Exchange Act.

ARTICLE XII

Early Redemption of Notes

SECTION 1201. Applicability of Article. Pursuant to the terms of this Article, the Issuer will redeem and pay, provided that funds are available, each affected series, class or tranche of Notes upon the occurrence of any Early Redemption Event. Unless otherwise specified in the applicable terms document creating a series, class or tranche of Notes, or in the form of Notes for such series, class or tranche, the following are “Early Redemption Events”:

(a) with respect to any tranche of Notes, the occurrence of the Expected Principal Payment Date of such Notes;

(b) the occurrence of any Amortization Event as defined in the Pooling and Servicing Agreement with respect to the Collateral Certificate;

112

(c) mandatory prepayment of the entire Collateral Certificate resulting from a breach of a representation or warranty by the Banks under the Pooling and Servicing Agreement;

(d) with respect to any tranche of Notes, at any time a Payment Request with respect to a requested payment of Available Investor Principal Collections has been issued with respect to such tranche of Notes, the Portfolio Yield (as defined in the Pooling and Servicing Agreement) for any Due Period will be less than the Weighted Average Interest Rates for all tranches of Notes of that Group as of the last day of such Due Period;

(e) the amount of Surplus Finance Charge Collections averaged over any three consecutive Due Periods will be less than the Required Surplus Finance Charge Amount for the last of such three consecutive Due Periods;

(f) the Issuer becomes an investment company within the meaning of the Investment Company Act;

(g) with respect to any tranche of Notes (other than a tranche of RSP Notes) that has funds on deposit in a Principal Funding sub-Account, with respect to any Due Period, the product of

(i) the total amount of Principal Receivables in the Master Trust as of the last day of such Due Period,

(ii) the Series 2000 Allocation Percentage (as defined in the Series 2000 Supplement) for such Due Period, expressed as a decimal, and

(iii) the difference of 100% minus the Floating Allocation Percentage (as defined in the Series 2000 Supplement) for such Due Period, expressed as a decimal,

will fail to equal at least the amount on deposit in the Principal Funding Account of all tranches of Notes (other than tranches of RSP Notes) as of the last day of such Due Period; or

(h) with respect to any series, class or tranche of Notes, any additional Early Redemption Event specified in the terms document for such series, class or tranche as applying to such series, class or tranche, or specified in the form of Note for such series, class or tranche.

The redemption price of a tranche of Notes so redeemed will equal the Outstanding Dollar Principal Amount of such tranche, plus interest accrued and unpaid or principal accreted and unpaid on such tranche to but excluding the date of redemption, the payment of which will be subject to Article V.

If the Issuer is unable to pay the redemption price in full on the Monthly Principal Date following the end of the Due Period in which the Early Redemption Event occurs, monthly payments on such tranche of Notes will thereafter be made on each following Monthly Principal Date until the Outstanding Dollar Principal Amount of such tranche, plus all accrued and unpaid

113

interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article V. Any funds in the Principal Funding Account, the Interest Funding Account and, in the case of Class C Notes, the Class C Reserve Account for a redeemed tranche will be applied to make the principal and interest payments on that tranche on the redemption date, subject to Article V. Principal payments on redeemed tranches will be made first to the Class A Notes until paid in full, then to the Class B Notes until paid in full and finally to the Class C Notes until paid in full.

SECTION 1202. Optional Repurchase. (a) Unless otherwise provided in the applicable terms document for a tranche of Notes, the Issuer has the right, but not the obligation, to redeem a tranche of Notes of a Multiple Issuance Series in whole but not in part on any day on or after the day on which the aggregate Nominal Liquidation Amount of such tranche is reduced to less than 5% of its Initial Dollar Principal Amount; provided, however, that if such tranche of Notes is of a subordinated class, the Issuer will not redeem such Notes if it will leave the senior classes of Notes of that series with less than the applicable Required Subordinated Amount. If the Issuer elects to redeem a tranche of Notes of a Multiple Issuance Series, it will notify the Holders of such redemption at least 30 days prior to the redemption date. The redemption price of a tranche so redeemed will equal the Outstanding Dollar Principal Amount of such tranche, plus interest accrued and unpaid or principal accreted and unpaid on such tranche to but excluding the date of redemption, the payment of which will be subject to Article V.

(b) Unless otherwise provided in the applicable terms document for a series of Notes of a Single Issuance Series, the Issuer has the right, but not the obligation, to redeem Notes of a Single Issuance Series in whole but not in part on any day on or after the day on which the aggregate Nominal Liquidation Amount of such series is reduced to less than 5% of its Initial Dollar Principal Amount. If the Issuer elects to redeem Notes of a Single Issuance Series, it will notify the Holders of such redemption at least 30 days prior to the redemption date. The redemption price of a series so redeemed will equal the Outstanding Dollar Principal Amount of such series, plus interest accrued and unpaid or principal accreted and unpaid on such tranche to but excluding the date of redemption, the payment of which will be subject to Article V.

If the Issuer is unable to pay the redemption price in full on the redemption date, monthly payments on such tranche of Notes will thereafter be made until the Outstanding Dollar Principal Amount of such tranche, plus all accrued and unpaid interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article V. Any funds in the Principal Funding Account, the Interest Funding Account and, in the case of Class C Notes, the Class C Reserve Account for a redeemed tranche will be applied to make the principal and interest payments on that tranche on the redemption date, subject to Article V. Principal payments on redeemed tranches will be made first to the Class A Notes until paid in full, then to the Class B Notes until paid in full and finally to the Class C Notes until paid in full.

SECTION 1203. Notice. Promptly after the occurrence of any Early Redemption Event or a redemption pursuant to Section 1202, the Issuer will notify the Trustee and the Rating Agencies in writing of the identity, stated principal amount and Outstanding Dollar Principal Amount of the affected series, class or tranche of Notes to be redeemed. Notice of redemption will promptly be given as provided in Section 106. All notices of redemption will state (a) the date on which the redemption of the applicable series, class or tranche of Notes pursuant to this Article will begin, (b) the redemption price for such series, class or tranche of Notes, which will be equal to the Outstanding Dollar Principal Amount of such series, class or tranche plus interest accrued or principal accreted and unpaid (if any), the payment of which will be subject to Article V and (c) the series, class or tranche of Notes to be redeemed pursuant to this Article.

114

ARTICLE XIII

Collateral

SECTION 1301. Recording, Etc. (a) The Issuer intends the Security Interest granted pursuant to this Indenture in favor of the Secured Parties to be prior to all other liens in respect of the Collateral. Subject to Section 1303, the Issuer will take all actions necessary to obtain and maintain a perfected lien on and security interest in the Collateral in favor of the Secured Parties. The Issuer will from time to time execute and deliver all such supplements and amendments hereto and all such financing statements (including amendments thereto), continuation statements, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to:

(i) grant a Security Interest more effectively in all or any portion of the Collateral;

115

(ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof;

(iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture;

(iv) enforce the Collateral Certificate, the Derivative Agreements and each other instrument or agreement included in the Collateral;

(v) preserve and defend title to the Collateral and the rights of the Secured Parties in such Collateral against the claims of all persons and parties; and

(vi) pay all taxes or assessments levied or assessed upon the Collateral when due.

(b) The Issuer will from time to time promptly pay and discharge all financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture, any amendments thereto and any other instruments of further assurance. The Issuer hereby designates the Trustee its agent and attorney-in-fact to execute, upon the Issuer’s failure to do so, any financing statement, continuation statement or other instrument required by the Trustee pursuant to this Section.

(c) Without limiting the generality of clauses (a)(ii) or (a)(iii):

(i) The Issuer will cause this Indenture, all amendments and supplements hereto and/or all financing statements and continuation statements and any other necessary documents covering the Secured Parties’ right, title and interest to the Collateral to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Trustee and the other Secured Parties to all property comprising the Collateral. The Issuer will deliver to the Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing.

(ii) Within 30 days after the Issuer makes any change in its name, identity, corporate structure or jurisdiction of organization which would make any financing statement or continuation statement filed in accordance with paragraph (d)(i) seriously misleading within the meaning of Section 9-506 (or any comparable provision) of the UCC, the Issuer will give the Trustee notice of any such change and will file such financing statements or amendments as may be necessary to continue the perfection of the Secured Parties’ security interest in the Collateral.

(d) The Issuer will give the Trustee prompt notice of any relocation of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and will file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Secured Parties’ security interest in the Collateral. The Issuer will at all times maintain its principal executive offices within the United States.

116

(e) The duty of the Trustee to execute any instrument required pursuant to this Section will arise only if the Trustee has knowledge of the type described in Section 701(c) of any default of the Issuer in complying with the provisions of this Section.

SECTION 1302. Trust Indenture Act Requirements. The release of any Collateral from the lien created by this Indenture, or the release of, in whole or in part, such lien, will not be deemed to impair the Security Interests in contravention of the provisions hereof if and to the extent the Collateral or lien are released pursuant to the terms hereof. The Trustee and each of the other Secured Parties acknowledge that a release of Collateral or lien strictly in accordance with the terms hereof will not be deemed for any purpose to be an impairment of the Security Interests in contravention of the terms of this Indenture. To the extent applicable, without limitation, the Issuer and each other obligor on the Notes will cause TIA § 314(d) relating to the release of property or securities from the liens hereof to be complied with. Any certificate or opinion required by TIA § 314(d) may be made by an officer of the appropriate obligor, except in cases in which TIA § 314(d) requires that such certificate or opinion be made by an independent person.

SECTION 1303. Suits To Protect the Collateral. Subject to the provisions of this Indenture, the Trustee will have power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect their interests and the interests of the Trustee and the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the Security Interests or be prejudicial to the interests of the Holders of the Notes or the Trustee). No counterparty to a Derivative Agreement may direct the Trustee to enforce the Security Interest. Each counterparty’s rights consist solely of the right to receive Collections allocated for its benefit pursuant to Article V.

SECTION 1304. Purchaser Protected. In no event will any purchaser in good faith of any property purported to be released hereunder be bound to ascertain the authority of the Trustee to execute the release or to inquire as to the satisfaction of any conditions required by the provisions hereof for the exercise of such authority or to see to the application of any consideration given by such purchaser or other transferee; nor will any purchaser or other transferee of any property or rights permitted by this Article to be sold be under any obligation to ascertain or inquire into the authority of the Issuer or any other obligor, as applicable, to make any such sale or other transfer.

SECTION 1305. Powers Exercisable by Receiver or Trustee. In case the Collateral will be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article upon the Issuer or any other obligor, as applicable, with respect to the release, sale or other disposition of such property may be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee will be deemed the equivalent of any similar instrument of the Issuer or any other obligor, as applicable, or of any officer or officers thereof required by the provisions of this Article.

117

SECTION 1306. Determinations Relating to Collateral. In the event (i) the Trustee will receive any written request from the Issuer or any other obligor for consent or approval with respect to any matter or thing relating to any Collateral or the Issuer’s or any other obligor’s obligations with respect thereto or (ii) there will be due to or from the Trustee under the provisions hereof any performance or the delivery of any instrument or (iii) the Trustee will become aware of any nonperformance by the Issuer or any other obligor of any covenant or any breach of any representation or warranty of the Issuer or any other obligor set forth in this Indenture, then, in each such event, the Trustee will be entitled to hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond to such request or render any requested performance or response to such nonperformance or breach (the expenses of which will be reimbursed to the Trustee pursuant to Section 807). The Trustee will be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney or agreed to by the Majority Holders of the Outstanding Notes.

SECTION 1307. Release of Collateral. (a) Subject to the payment of its fees and expenses pursuant to Section 807, the Trustee will, at the request of the Issuer or when otherwise required by the provisions of this Indenture, execute instruments to release property from the lien of this Indenture, or convey the Trustee’s interest in the same, in a manner and under circumstances which are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Trustee as provided in this Article will be bound to ascertain the Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any funds.

(b) Upon delivery of an Issuer Certificate certifying that the Issuer’s obligations under this Indenture have been satisfied and discharged by complying with the provisions of this Article, the Trustee will (i) execute and deliver such releases, termination statements and other instruments (in recordable form, where appropriate) as the Issuer or any other obligor, as applicable, may reasonably request evidencing the termination of the Security Interests created by this Indenture and (ii) not be deemed to hold the Security Interests for the benefit of the Secured Parties.

(c) The Banks and the Noteholders will be entitled to receive at least 10 days written notice when the Trustee proposes to take any action pursuant to clause (a), accompanied by copies of any instruments involved, and the Trustee will also be entitled to require, as a condition to such action, an Opinion of Counsel, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Trustee in connection with any such action.

SECTION 1308. Certain Actions by Trustee. Any action taken by the Trustee pursuant to this Article in respect of the release of Collateral will be taken by the Trustee as its interest in such Collateral may appear, and no provision of this Article is intended to, or will, excuse compliance with any provision hereof.

SECTION 1309. Opinions as to Collateral. (a) On the Effective Date, the Issuer will furnish to the Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and

118

filing of any financing statements and continuation statements, as are necessary to create, continue, perfect and maintain the Security Interest granted by this Indenture in favor of the Secured Parties and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to do so.

(b) On or before March 31 in each calendar year, beginning in 2001, the Issuer will furnish to the Trustee an Opinion of Counsel with respect to each Uniform Commercial Code financing statement which has been filed by the Issuer either stating that, (i) in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and Security Interest created by this Indenture and reciting the details of such action or (ii) in the opinion of such counsel no such action is necessary to maintain such lien and Security Interest. Such Opinion of Counsel will also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and Security Interest of this Indenture until March 31 in the following calendar year.

SECTION 1310. Delegation of Duties. The Issuer may contract with or appoint other Persons (including the Banks and their Affiliates) to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Trustee in an Issuer Certificate will be deemed to be action taken by the Issuer.

SECTION 1311. Additional Representations Concerning Collateral. The Issuer represents as follows:

(a) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral Certificate in favor of the Secured Parties, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer.

(b) The Collateral Certificate constitutes either a “certificated security” or a “general intangible” within the meaning of the applicable UCC.

(c) At the time the Issuer granted to the Secured Parties a security interest in the Collateral Certificate, the Issuer owned and had good and marketable title to the Collateral Certificate free and clear of any lien, claim or encumbrance of any Person.

(d) The Collateral Certificate has been delivered to the Trustee. The Issuer has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral Certificate granted to the Secured Parties under this Indenture to the extent that the Collateral Certificate constitutes a “general intangible” within the meaning of the applicable UCC. The Collateral Certificate has been registered in the name of the Issuer.

(e) Other than the security interest granted to the Secured Parties pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise

119

conveyed any of the Collateral Certificate. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Collateral Certificate other than any financing statement (i) relating to the security interest granted to the Secured Parties pursuant to this Indenture, or (ii) that has been terminated or released. The Issuer is not aware of any judgment or tax lien filings against it. The Collateral Certificate does not have any marks or notations indicating that is has been pledged, assigned or otherwise conveyed to any Person other than the Issuer.

ARTICLE XIV

Miscellaneous

SECTION 1401. No Petition. The Trustee, by entering into this Indenture, each Derivative Counterparty, by designating that the obligations of the Issuer pursuant to the applicable Derivative Agreement are secured by the Collateral, and each Noteholder, by accepting a Note, agrees that it will not at any time institute against the Banks or the Issuer, or join in any institution against the Banks or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, this Indenture or any Derivative Agreement.

SECTION 1402. Trust Obligations. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Issuer Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Issuer Trustee in its individual capacity, any holder of a beneficial interest in the Issuer or the Issuer Trustee or of any successor or assign of the Issuer Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Issuer Trustee has no such obligations in its individual capacity).

SECTION 1403. Limitations on Liability. (a) It is expressly understood and agreed by the parties hereto that (i) this Indenture is executed and delivered by the Managing Beneficiary not individually or personally but solely as Managing Beneficiary, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by the Managing Beneficiary but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained will be construed as creating any liability on the Managing Beneficiary individually or personally, to perform any covenant of the Issuer either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties to this Indenture and by any Person claiming by, through or under them and (iv) under no circumstances will the Managing Beneficiary be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any related documents.

(b) Neither the Issuer Trustee nor the Banks, nor any other beneficiary of the Issuer nor any of their respective officers, directors, employers or agents will have any liability with respect to this Indenture, and recourse may be had solely to the Collateral pledged to secure the Notes issued by Citibank Credit Card Issuance Trust.

120

SECTION 1404. Notes Treated as Debt. The Issuer and the Noteholders agree that the Notes are intended to be debt of the Banks for federal, state and local income and franchise tax purposes and agree to treat the Notes accordingly for all such purposes, unless otherwise required by a taxing authority. To the extent the Issuer, notwithstanding the foregoing, is treated as a partnership for federal, state or local income or franchise purposes and a Noteholder is treated as a partner in such partnership, the Noteholders agree that any tax, penalty, interest or other obligation imposed under the Internal Revenue Code with respect to the income tax items arising from such partnership shall be the sole obligation of the Noteholder to whom such items are allocated and not of such partnership.

SECTION 1405. Actions Taken by the Issuer. Any and all actions that are to be taken by the Issuer will be taken by either the Managing Beneficiary or the Issuer Trustee on behalf of the Issuer.

SECTION 1406. Derivative Counterparty as Third-Party Beneficiary. Each Derivative Counterparty is a third-party beneficiary of this Indenture to the extent specified in the applicable Derivative Agreement or terms document.

121

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written.

	CITIBANK CREDIT CARD ISSUANCE TRUST,
	by Citibank, N.A., as Managing Beneficiary
		By
		Name:
		Title:
Attest:

	DEUTSCHE BANK TRUST COMPANY          AMERICAS, as Trustee,
	By
	Name:
	Title:
	By
	Name:
	Title:
Attest:

STATE OF SOUTH DAKOTA  )

                                                      ) ss:

COUNTY OF MINNEHAHA    )

On [        ] [    ], 2016, before me personally came                                              , to me known, who, being by me duly sworn, did depose and say that he resides at 701 East 60th Street North, Sioux Falls, SD 57117; and that he is a Vice President of Citibank, N.A., not acting in its individual capacity but solely as Managing Beneficiary of Citibank Credit Card Issuance Trust, one of the parties described in and which executed the above instrument.

Notary Public

[Notarial Seal]

My commission expires:                     

STATE OF NEW YORK                )

                                                          ) ss:

COUNTY OF NEW YORK            )

On [        ] [    ], 2016, before me personally came                      and                     , each to me known, who, each being by me duly sworn, did depose and say that she resides at 60 Wall Street, New York, New York; and that she is a Vice President and                     , respectively, of Deutsche Bank Trust Company Americas, not acting in its individual capacity but solely as Trustee, one of the parties described in and which executed the above instrument.

Notary Public

[Notarial Seal]

My commission expires:                     

ANNEX I

Threshold Conditions

Characteristics of Tranches of Notes

Not Needing Separate Tax Opinions

on Issuance Date

1. At the time of issuance, the tranche of Notes will be rated no lower than the following ratings categories by at least one Rating Agency:

Note	Rating
Class A	AAA or its equivalent for long-term Notes, or A-1+/P-1 or its equivalent for commercial paper Notes
Class B	A or its equivalent
Class C	BBB or its equivalent

2. The tranche of Notes does not have a yield (based on its initial yield in the case of a tranche of floating rate Notes) in excess of the yield of United States Treasury obligations for a comparable maturity plus 500 basis points.

3. The Initial Dollar Principal Amount of the tranche of Notes is less than $500,000,000 for Class A Notes, $250,000,000 for Class B Notes, or $250,000,000 for Class C Notes.

4. The Expected Principal Payment Date of the tranche of Notes is no more than ten years after the issuance date for Class B Notes or Class C Notes, or twelve years after the issuance date for Class A Notes.

5. The tranche of Notes has a single Expected Principal Payment Date on which all principal of that tranche is expected to be paid.

6. The Legal Maturity Date of the tranche of Notes is no more than two years after its Expected Principal Payment Date.

7. Unless the Expected Principal Payment Date of the tranche of Notes is within one year of the issuance date, all interest is payable at least annually.

8. If the tranche of Notes does not bear interest at a single fixed rate, the tranche bears interest at a floating rate, reset at least annually, equal to (i) 100% of a single market-based interest index such as LIBOR, the federal funds rate, or the

prime rate, (ii) plus or minus a single fixed spread, if desired, and (iii) subject to a single fixed cap and/or single fixed floor, if desired. However, the interest rate for the first period may be set at a rate approximating the rate that would be set by the formula.

9. No payments of principal of or interest on the tranche of Notes are subject to any contingencies other, with respect to principal, than the availability of funds pursuant to the Indenture and subordination.

10. The issuance price of the tranche of Notes is at least 90% of the principal amount, and no more than 102% of the principal amount.

11. [RESERVED].

12. Provisions for payments of the tranche of Notes after an Event of Default relating to a Derivative Agreement are as described in base Prospectus contained in the original effective registration statement filed with respect to the Notes.

13. At the time of issuance of the tranche of Notes, as to then Outstanding Notes or outstanding Master Trust investor certificates, (i) no Notes or Master Trust investor certificates have been downgraded (and continue to have the downgraded rating) or are on credit watch with negative implications by any Rating Agency that rates the Notes or the Master Trust investor certificates; (ii) no series or class of Master Trust investor certificates has had an Early Amortization Event (as defined in the Pooling and Servicing Agreement), and no event has occurred that, with the passage of time, would become an Early Amortization Event of any series or class of Master Trust investor certificates; (iii) no series, class or tranche of Notes has had an Early Redemption Event or Event of Default, and no event has occurred that, with the passage of time, would become an Early Redemption Event or Event of Default of any series, class or tranche of Notes; (iv) no unreimbursed draws have been made on any reserve account or cash collateral account for the benefit of any tranche of Notes or series of Master Trust investor certificates; and (v) neither the Issuer nor the Master Trust is in default of any payment owed by it to a Derivative Counterparty or other derivative counterparty or third-party enhancer; provided, however, that clauses (i), (ii), (iii) and (iv) will not apply if (x) the event described therein is due solely to the credit of a Derivative Counterparty or other derivative counterparty or third-party enhancer and/or the default of such Person in a payment obligation to the Issuer or the Master Trust, and (y) such Person is not a Derivative Counterparty, other derivative counterparty or third-party enhancer with respect to the new issuance of Notes.

14. The tranche of Notes has no material terms not described in the base Prospectus contained in the original effective registration statement filed with respect to the Notes, and that tranche’s subordination features, acceleration provisions and remedies are as described in that Prospectus.

2

15. The tranche of Notes meet any other conditions that may be added from time to time by a Rating Agency then rating the Notes of the Issuer.

Any of the foregoing conditions may be eliminated or relaxed with the consent of the Rating Agencies then rating the Notes.

3

EXHIBIT A

[FORM OF] PAYMENT REQUEST

From:	Citibank, N.A., as Series 2000 Certificate Representative under the Series 2000 Supplement and as Managing Beneficiary of the Citibank Credit Card Issuance Trust
To:	Citibank, N.A., as Servicer under Citibank Credit Card Master Trust I
Date:

Citibank Credit Card Master Trust I

Series 2000 Certificates

Due Period ending             , 20    

Reference is made to the Amended and Restated Series 2000 Supplement, dated as of August 9, 2011, as amended by Amendment No. 1 thereto dated as of [        ] [    ], 2016 (as amended, supplemented and otherwise modified, the “Series 2000 Supplement”), between Citibank, N.A., as Seller and Servicer, and Deutsche Bank Trust Company Americas, as Trustee on behalf of the Certificateholders, and the Second Amended and Restated Indenture, dated as of [        ] [    ], 2016 (as amended, supplemented and otherwise modified, the “Indenture”), between Citibank Credit Card Issuance Trust, as Issuer, and Deutsche Bank Trust Company Americas, as Trustee on behalf of the Noteholders. Terms used herein have the meanings provided in the Series 2000 Supplement or the Indenture, as applicable.

The Series 2000 Certificate Representative requests the following payments with respect to the Series 2000 Certificates be made on the following dates:

A.	Allocations of Investor Finance Charge Collections available pursuant to Section 4.02 of the Series 2000 Supplement.
	1.	Required pursuant to Section 501(a) of the Indenture (to pay accrued and unpaid fees and expenses of, and other amounts due to, the Indenture Trustee pursuant to Section 807 of the Indenture, to be paid as soon as practicable after the end of the applicable Due Period)	$
	2.	Required pursuant to Section 501(b) of the Indenture (to make the targeted deposits to the Interest Funding Account pursuant to Section 503 of the Indenture, to be paid on the applicable Interest Deposit Date)

Tranche	Interest Deposit Date	Amount
		$
		$
		$
		$
		$

	Total	$
3.	Required pursuant to Section 501(d) of the Indenture (to increase the Invested Amount of the Series 2000 Certificate or reimburse any Receivables Sales Proceeds Deposit Deficit pursuant to Section 527 of the Indenture, to be paid to the Servicer as soon as practicable after the end of the applicable Due Period)	$
4.	Required pursuant to Section 501(c) of the Indenture (to make the targeted deposits to the Class C Reserve Account pursuant to Section 518 of the Indenture, on the applicable Monthly Interest Date)

Tranche	Interest Deposit Date	Amount
		$
		$
		$
		$
		$

	Total	$
5.	Required pursuant to Section 501(e) of the Indenture (to make any other payment or deposit required by the terms document of any series, class or tranche of Notes)	$

Tranche	Interest Deposit Date	Amount
		$
		$
		$
		$
		$

Total $            

A-2

	6.	Balance of the Investor Finance Charge Collections to be paid to the Issuer pursuant to Section 501(f) of the Indenture as soon as practicable after the end of the applicable Due Period	$
B.	Allocations of Available Investor Principal Collections available pursuant to Section 4.02 of the Series 2000 Supplement.
	1.	Required pursuant to Section 502(a) of the Indenture (to be reallocated to pay deficiencies in targeted deposits to the Interest Funding Account pursuant to A2, subject to the limitations set forth in the Indenture, to be paid on the applicable Interest Deposit Date)

Tranche	Interest Deposit Date	Amount
		$
		$
		$
		$
		$

	Total	$
2.	Required pursuant to Section 502(b) of the Indenture (to make the targeted deposits to the Principal Funding Account pursuant to Section 508 of the Indenture, to be paid on the applicable Principal Deposit Date)	$

Tranche	Interest Deposit Date	Amount
		$
		$
		$
		$
		$

Total $

A-3

IN WITNESS WHEREOF, each of the undersigned has duly executed and delivered this Payment Request on             , 20    .

CITIBANK CREDIT CARD ISSUANCE TRUST,
as Issuer
By:	CITIBANK, N.A., as Series 2000 Certificate Representative and as Managing Beneficiary
	By:
	Name:
	Title:
By:	CITIBANK, N.A., as Servicer
By:
Name:
Title:

A-4

EXHIBIT B

[FORM OF] MONTHLY COMPUTATION STATEMENT

Date:                     

Citibank Credit Card Master Trust I

Series 2000 Certificate

Due Period ending             , 20    

Reference is made to the Amended and Restated Series 2000 Supplement, dated as of August 9, 2011, as amended by Amendment No. 1 thereto, dated as of [        ] [    ], 2016 (as amended, supplemented and otherwise modified, the “Series 2000 Supplement”), between Citibank, N.A., as Seller and Servicer, and Deutsche Bank Trust Company Americas, as Trustee on behalf of the Certificateholders, and the Second Amended and Restated Indenture, dated as of [        ] [    ], 2016 (as amended, supplemented and otherwise modified, the “Indenture”), between Citibank Credit Card Issuance Trust, as Issuer, and Deutsche Bank Trust Company Americas, as Trustee on behalf of the Noteholders. Terms used herein have the meanings provided in the Series 2000 Supplement or the Indenture, as applicable.

The following computations are as of the end of the Due Period ending             , 20     (the “applicable Due Period”):

A.	Increases in the components of the Series 2000 Invested Amount, the Series Adjusted Invested Amount for Series 2000 and the principal amount of the Series 2000 Certificates, as of the end of the applicable Due Period
	1.	The cumulative sum of the Initial Dollar Principal Amount of each tranche of Notes as of the end of the applicable Due Period pursuant to Section 5.01(a)(x)(i) of the Series 2000 Supplement and clause (a) of the definition of “Nominal Liquidation Amount” in the Indenture
		From all prior Due Periods	$
		From the applicable Due Period	$
		Total	$
	2(a).	The cumulative sum of accretions of principal on Discount Notes targeted to be deposited in the Interest Funding Account pursuant to Section 503(f) of the Indenture and Section 5.01(a)(x)(ii)(A) of the Series 2000 Supplement, whether or not actually deposited and paid by the Issuer to the Master Trust pursuant to Sections 507(b) and 520(a) of the Indenture for reinvestment in the Series 2000 Invested Amount pursuant to Sections 4.03(e)
		From all prior Due Periods	$
		From the applicable Due Period	$
		Total	$

2(b).	The cumulative sum of accretions of principal on Discount Notes actually paid by the Issuer to the Master Trust for reinvestment in the Series 2000 Invested Amount pursuant to Sections 4.03(e) and 5.01(a)(x)(ii)(B) of the Series 2000 Supplement and Sections 5.07(b) and 520(a) of the Indenture
	From all prior Due Periods	$
	From the applicable Due Period	$
	Total	$
3.	The cumulative sum of principal collections paid by the Issuer to the Master Trust for reinvestment in the Series 2000 Invested Amount pursuant to Sections 4.03(f) and 5.01(a)(x)(iii) of the Series 2000 Supplement and Sections 502(a) and 520(c) of the Indenture
	From all prior Due Periods	$
	From the applicable Due Period	$
	Total	$
4.	The cumulative sum of reimbursements of Series 2000 Invested Amount Deficit from Allocable Miscellaneous Payments retained by the Master Trust for reinvestment in the Series 2000 Invested Amount pursuant to Sections 4.03(b)(i) and 5.01(a)(x)(iv) of the Series 2000 Supplement and Section 527(e)(i) of the Indenture
	From all prior Due Periods	$
	From the applicable Due Period	$
	Total	$
5.	The cumulative sum of reimbursements of Series 2000 Invested Amount Deficit made pursuant to Sections 4.02(a)(ii)(C), 4.03(c) and 5.01(a)(x)(v) of the Series 2000 Supplement and Sections 520(b) and 527(f)(i) of the Indenture
	From all prior Due Periods	$
	From the applicable Due Period	$
	Total	$

B-2

B.	Decreases in the components of the Series 2000 Invested Amount, the Series Adjusted Invested Amount for Series 2000, and the principal amount of the Series 2000 Certificates as of the end of the applicable Due Period
1(a).	The cumulative sum of all Principal Collections paid to the Issuer pursuant to Section 4.02(b)(ii) or Section 4.02(c)(ii) of the Series Supplement which are reallocated pursuant to Section 502(a) of the Indenture and Section 5.01(a)(y)(i) of the Series 2000 Supplement to make targeted deposits to the Interest Funding Account
	From all prior Due Periods	$
	From the applicable Due Period	$
	Total	$
1(b).	The cumulative sum of all Principal Collections paid to the Issuer pursuant to Section 4.02(b)(ii) or Section 4.02(c)(ii) of the Series Supplement which are reallocated pursuant to Section 502(a) of the Indenture and Section 5.01(a)(y)(i) of the Series 2000 Supplement to make targeted deposits to the Interest Funding Account that in each case resulted in a reduction of the Nominal Liquidation Amount of Notes that were Revolving Notes at the time of such reduction
	From all prior Due Periods	$
	From the applicable Due Period	$
	Total	$
2(a).	The cumulative sum of all payments of Principal Collections paid to the Issuer (other than those referred to in item B1 above)
	From all prior Due Periods	$
	From the applicable Due Period	$
	Total	$
2(b).	With respect to all tranches of Notes that were Revolving Notes at the time of such payment, the cumulative sum of all payments of principal collections to the Issuer (other than those referred to in item B1 above) on deposit in the Principal Funding Account or withdrawn from the Principal Funding Account pursuant to Section 511(a), (b) or (c) of the Indenture
	From all prior Due Periods	$
	From the applicable Due Period	$
	Total	$

B-3

3.	With respect to each tranche of RSP Notes, an aggregate amount equal to the Nominal Liquidation Amount of each such tranche immediately before giving effect to the applicable sale of Receivables pursuant to Sections 4.01(a)(y)(iii) 7.03 of the Series 2000 Supplement and Section 523 of the Indenture
	From all prior Due Periods	$
	From the applicable Due Period	$
	Total	$
4(a).	Investor Charge-Offs allocated to the Series 2000 Certificate pursuant to Sections 4.03(a) and 5.02(a)(y)(iv) of the Series 2000 Supplement, to the extent that such Investor Charge-Offs reduce the aggregate Nominal Liquidation Amount of the Notes pursuant to Section 526(e)(i) of the Indenture
	From all prior Due Periods	$
	From the applicable Due Period	$
	Total	$
4(b).	Investor Charge-Offs allocated to the Series 2000 Certificate pursuant to Sections 4.03(a) and 5.02(a)(y)(iv) of the Series 2000 Supplement, to the extent that such Investor Charge-Offs reduce the aggregate Nominal Liquidation Amount of the Notes pursuant to Section 526(e)(i) of the Indenture that were Revolving Notes at the time of such reduction
	From all prior Due Periods	$
	From the applicable Due Period	$
	Total	$
4(c).	The Nominal Liquidation Amount of any Notes cancelled pursuant to Section 603 of the Indenture
	From all prior Due Periods	$
	From the applicable Due Period	$
	Total	$

B-4

4(d).	The Outstanding Dollar Principal Amount of any Notes cancelled pursuant to Section 603 of the Indenture
		From all prior Due Periods	$
		From the applicable Due Period	$
		Total	$
C.	Series 2000 Invested Amount and aggregate Nominal Liquidation Amount of the Notes (sum of Items A1, A2(b), A3, A4 and A5, less Items B1(a), B2(a), B3 and B4(a))		$
D.	Series 2000 Adjusted Invested Amount (sum of Items A1, A2(b), A3, A4 and A5, less Items B1(b), B2(b), B3 and B4(b))		$
E.	1.	Principal amount of the Series 2000 Certificates and aggregate Adjusted Outstanding Principal Amount of the Notes (sum of Items A1, A2(a) and A3, less Item B2(a)) (but subject to Section 5.01(b) of the Series 2000 Supplement)	$
	2.	Aggregate amount on deposit in the Principal Funding Account	$
	3.	Aggregate Outstanding Dollar Principal Amount of the Notes (sum of Items E1 and E2)	$
F.	Amount of Finance Charge Collections (and amounts to be treated as Finance Charge Collections) available pursuant to Section 501(d) of the Indenture to fund Class C Reserve sub-Accounts		$
G.	Portion of the Series 2000 Invested Amount to be considered as an Excluded Series		$
H.	The aggregate amount on deposit in the Principal Funding Account for each tranche of Notes, other than any tranche of RSP Notes (equal to the designated portion of the Sellers’ Interest)		$

B-5

IN WITNESS WHEREOF, each of the undersigned has duly executed and delivered this Monthly Computation Statement on             , 20    .

CITIBANK, N.A., Servicer of Citibank Credit Card Master Trust I,

By:

Name:

Title:

CITIBANK CREDIT CARD ISSUANCE TRUST, as Issuer

By: CITIBANK, N.A., as Series 2000 Certificate Representative and as Managing Beneficiary

By:

Name:

Title:

B-6

EXHIBIT C

[FORM OF ISSUER’S REPORT]

CITIBANK, N.A.

CITIBANK CREDIT CARD ISSUANCE TRUST /

CITIBANK CREDIT CARD MASTER TRUST I

For the Due Period Ending              , 20    

This Report relates to the Due Period ending              , 20     and the related Payment Dates for the Notes.

A.	Information Regarding the Master Trust portfolio
1.	Portfolio Yield for the Collateral Certificate
	Yield Component Credit Loss Component		%     %
2.	New Purchase Rate		%
3.	Total Payment Rate		%
4.	Principal Payment Rate		%
5.	Aggregate Amount of Principal Receivables in the Master Trust:		%
	Beginning of Due Period Average Lump Sum Addition End of Due Period	$             $             $             $
6.	Delinquencies (Aggregate outstanding balances in the Accounts that were delinquent by the time periods listed below as of the close of business of the month preceding the Payment Dates, as a percentage of aggregate Receivables as of the last day of the Due Period):
	Current	$
	5-34 days delinquent	$
	35-64 days delinquent	$
	5-94 days delinquent	$
	5-124 days delinquent	$
	125-154 days delinquent	$
	155-184 days delinquent	$
	Current		%
	5-34 days delinquent		%
	35-64 days delinquent		%
	65-94 days delinquent		%
	95-124 days delinquent		%
	125-154 days delinquent		%
	155-184 days delinquent		%

CITIBANK, N.A.

CITIBANK CREDIT CARD ISSUANCE TRUST /

CITIBANK CREDIT CARD MASTER TRUST I

For the Due Period Ending              , 20    

			Current Due Period on an Actual Basis1		Current Due Period on a Standard Basis1
B.	Information Regarding the Collateral Certificate (Percentage Basis)
	1.	Portfolio Yield		%		%
	2.	Weighted Average Note Rate		%		%
	3.	Weighted Average Investor Fee Rates
		Fixed Servicing Fee		%		%
		Others		%		%
	4.	Surplus Finance Charge Collections		%		%
	5.	Surplus Finance Charge Collections For Purposes of Funding Class C Reserve Account		%		%
	6.	Required Surplus Finance Charge Amount		%		%
	7.	Aggregate Surplus Finance Charge Amount minus Required Surplus Finance Charge Amount		%		%

¹  Values for Current Due Period on an Actual Basis reflect, in the case of a first due period close of a tranche of Notes, activity from the close date until the first due period end, or, as in the case of Investor Monthly Interest and certain fees, until the first Monthly Interest Date. Values for Current Due Period on a Standard Basis reflect activity for the entire current due period, as if all Notes had already been outstanding prior to the first day of such due period.

All percents are based on actual cash revenue or expense for the period, converted to an annualized percent using day counts appropriate for the item, either 30/360, actual/360, or actual/actual. Depending on the item, cash expenses may accrue from             , 20     to             , 20    ,      days, or             , 20     to             , 20    ,      days (standard basis).

C-2

CITIBANK, N.A.

CITIBANK CREDIT CARD ISSUANCE TRUST /

CITIBANK CREDIT CARD MASTER TRUST I

For the Due Period Ending              , 20    

C.	Information Regarding the Collateral Certificate (Dollar Basis)
	1.	Total Investor Collections Principal Collections Finance Charge Collections	$ $ $	$ $ $
	2.	Investor Default Amount	$	$
	3.	Investor Monthly Interest	$	$
	4.	Investor Monthly Fees
		Fixed Servicing Fees	$	$
		Others	$	$
	5.	Surplus Finance Charge Collections	$	$
	6.	Required Surplus Finance Charge Collections	$	$
	7.	Aggregate Surplus Finance Charge Amount minus Required Surplus Finance Charge Amount	$	$
D.	Information Regarding Sellers’ Participation Amount
	1.	Sellers’ Participation Amount on the last day of the prior Due Period
	2.	Sellers’ Participation Amount on the last day of the Due Period
E.	Information Regarding Notes of [Series]2 (Aggregate Basis)
	1a.	Class A Outstanding Dollar Principal Amount	$
	1b.	Class B Outstanding Dollar Principal Amount	$
	1c.	Class C Outstanding Dollar Principal Amount	$
	2a.	Targeted Deposit to Class A Interest Funding Account	$
	2b.	Targeted Deposit to Class B Interest Funding Account	$
	2c.	Targeted Deposit to Class C Interest Funding Account	$
	3a.	Balance in the Class A Interest Funding Account	$
	3b.	Balance in the Class B Interest Funding Account	$
	3c.	Balance in the Class C Interest Funding Account	$

²  The information reported is for the Due Period ending              , 20    ,

C-3

CITIBANK, N.A.

CITIBANK CREDIT CARD ISSUANCE TRUST /

CITIBANK CREDIT CARD MASTER TRUST I

For the Due Period Ending              , 20    

and giving effect to all deposits, allocations, reallocations and payments to be made in the month after the end of this Due Period.
4a.	Targeted Deposit to Class A Principal Funding Account	$
4b.	Targeted Deposit to Class B Principal Funding Account	$
4c.	Targeted Deposit to Class C Principal Funding Account	$
5a.	Balance in the Class A Principal Funding Account	$
5b.	Balance in the Class B Principal Funding Account	$
5c.	Balance in the Class C Principal Funding Account	$
6.	Targeted Deposit to Class C Reserve Account	$
7.	Balance in the Class C Reserve Account	$
8a.	Maximum enhance amount available to Outstanding Class A Notes from Class B Notes	$
8b.	As a Percentage of Class A Outstanding Dollar Principal Amount		%
8c.	Maximum enhancement amount available to Outstanding Class A Notes from Class C Notes	$
8d.	As a Percentage of Class A Outstanding Dollar Principal Amount		%
8e.	Maximum enhancement amount available to Outstanding Class B Notes from Class C Notes	$
8f.	As a Percentage of Class B Outstanding Dollar Principal Amount		%
9a.	Reduction in the Class A Nominal Liquidation Amount resulting from an allocation of Investor Charge-Offs	$
9b.	Reduction in the Class B Nominal Liquidation Amount resulting from an allocation of Investor Charge-Offs or a reallocation of Principal Collections to pay interest on Class A Notes	$
9c.	Reduction in the Class C Nominal Liquidation Amount resulting from an allocation of Investor Charge-Offs or a reallocation of Principal Collections to pay interest on Class A or Class B Notes	$
10a.	Reimbursement of Class A Nominal Liquidation Amount	$
10b.	Reimbursement of Class B Nominal Liquidation Amount	$
10c.	Reimbursement of Class C Nominal Liquidation Amount	$

C-4

CITIBANK, N.A.

CITIBANK CREDIT CARD ISSUANCE TRUST /

CITIBANK CREDIT CARD MASTER TRUST I

For the Due Period Ending              , 20    

F.	Information Regarding Distributions to Noteholders of [Series]3 (Aggregate Basis)
	1a.	The total amount of the distribution to Class A Noteholders on the applicable Payment Dates	$
	1b.	The total amount of the distribution to Class B Noteholders on the applicable Payment Dates	$
	1c.	The total amount of the distribution to Class C Noteholders on the applicable Payment Dates	$
	2a.	The amount of the distribution set forth in item 1(a) above in respect of principal on the Class A Notes	$
	2b.	The amount of the distribution set forth in item 1(b) above in respect of principal on the Class B Notes	$
	2c.	The amount of the distribution set forth in item 1(c) above in respect of principal on the Class C Notes	$
	3a.	The amount of the distribution set forth in item 1(a) above in respect of interest on the Class A Notes	$
	3b.	The amount of the distribution set forth in item 1(b) above in respect of interest on the Class B Notes	$
	3c.	The amount of the distribution set forth in item 1(c) above in respect of interest on the Class C Notes	$
	4a.	The amount, if any, by which the Adjusted Outstanding Dollar Principal Amount of the Class A Notes exceeds the Class A Nominal Liquidation Amount as of the Record Date with respect to the applicable Payment Dates	$
	4b.	The amount, if any, by which the Adjusted Outstanding Dollar Principal Amount of the Class B Notes exceeds the Class B Nominal Liquidation Amount as of the Record Date with respect to the applicable Payment Dates	$
	4c.	The amount, if any, by which the Adjusted Outstanding Dollar Principal Amount of the Class C Notes exceeds the Class C Nominal Liquidation Amount as of the Record Date with respect to the applicable Payment Dates	$

³  The information reported is for the Due Period ending              , 20    , and giving effect to all deposits, allocations, reallocations and payments to be made in the month after the end of this Due Period.

C-5

CITIBANK, N.A.

CITIBANK CREDIT CARD ISSUANCE TRUST /

CITIBANK CREDIT CARD MASTER TRUST I

For the Due Period Ending              , 20    

G. Information Regarding Notes of [Series]⁴

(Individual Tranche Basis)

1. Outstanding Dollar Principal Amount; Interest Payments and Deposits to Interest Funding Sub-Accounts

Class/Tranche Outstanding
Dollar Principal
Amount Monthly Accretion Targeted Interest Monthly Deposit Actual Interest Monthly Deposit Cumulative
Shortfall in
Interest Funding
Sub-Account Interest
Funding Sub- Account Balance Interest
Payment On
Payment Date

2. Principal Payments and Deposits to Principal Funding Sub-Accounts

Class/Tranche Targeted Principal
Monthly Deposit Actual Principal
Monthly Deposit Cumulative Shortfall in Principal Funding Sub-Account Principal Funding Sub-Account Balance Principal Payment On Payment Date

⁴  The information reported is for the Due Period ending              , 20    , and giving effect to all deposits, allocations, reallocations and payments to be made in the month after the end of this Due Period.

C-6

CITIBANK, N.A.

CITIBANK CREDIT CARD ISSUANCE TRUST /

CITIBANK CREDIT CARD MASTER TRUST I

For the Due Period Ending              , 20    

3. Deposits to and Withdrawals from Class C Reserve Sub-Accounts

Class/Tranche Targeted Deposit to
Class C Reserve Sub-Account Actual Deposit to Class C Reserve Sub-Account Cumulative Shortfall in Class C
Reserve Sub- Account Withdrawals from Class C Reserve Sub-Account Class C Reserve Sub-Account Balance

4. Maximum Enhancement Amount Available to Class A Notes; Class A Usage of Class B and Class C Subordinated Amounts

Class/Tranche Maximum Enhancement
Amount
Available from Class B Notes Maximum Enhancement Amount Available from Class C Notes Class A Usage of Class B Subordinated Amount for this Due Period Class A Usage of Class C Subordinated Amount for this Due Period Cumulative Class A Usage of Class B Subordinated Amount Cumulative Class A Usage of Class C Subordinated Amount

5. Maximum Enhancement Amount Available to Class B Notes; Class B Usage of Class C Subordinated Amount

Class/Tranche Maximum Enhancement Amount Available from Class C Notes Class B Usage of Class C Subordinated Amount for this Due Period Cumulative Class B Usage of Class C Subordinated Amount

C-7

CITIBANK, N.A.

CITIBANK CREDIT CARD ISSUANCE TRUST /

CITIBANK CREDIT CARD MASTER TRUST I

For the Due Period Ending              , 20    

6. Reductions of and Reimbursements to Nominal Liquidation Amount

Class/Tranche Reduction Resulting from an Allocation of Investor Chargeoffs for this Due Period Reduction Resulting from a Reallocation of Principal Collections to pay interest on senior classes of Notes for this Due Period Cumulative Reduction Resulting from an Allocation of Investor Charge- offs (net of Reimbursements) Cumulative Reduction Resulting from a Reallocation of Principal Collections to pay interest on senior classes of Notes (net of Reimbursements) Reimbursement of prior reductions of Nominal Liquidation Amount for this Due Period

H. Information Regarding the [Sponsor’s] [or] [Sellers’] or Affiliates Interest in Securities during the Due Period

Citiseries Notes Held by the [Sponsor] [or] [Sellers] or  an Affiliate	As of Last Day of Previous Monthly Period		As of Last Day of Monthly Period
	Tranche	Amount	Tranche	Amount
	[Class [    ](20[    ])]		[Class [    ](20[    ])]
	[Class [    ](20[    ])]		[Class [    ](20[    ])]
	[Class [    ](20[    ])]		[Class [    ](20[    ])]
	[Class [    ](20[    ])]		[Class [    ](20[    ])]

C-8

CITIBANK, N.A.

CITIBANK CREDIT CARD ISSUANCE TRUST /

CITIBANK CREDIT CARD MASTER TRUST I

For the Due Period Ending              , 20    

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Report this day of              20    .

[CITIBANK, N.A., as Managing Beneficiary of Citibank Credit Card Issuance Trust and as Servicer of Citibank Credit Card Master Trust I]

By:

Name:

Title:

C-9

EXHIBIT D

[FORM OF] INVESTMENT LETTER

[Date]

Deutsche Bank Trust Company Americas, as Trustee

60 Wall Street

New York, New York 10005

Attention: Global Securities Services—Structured Finance Services

Citibank Credit Card Issuance Trust

c/o Citibank, N.A., as Managing Beneficiary

701 East 60th Street, North

Mail Code 1251

Sioux Falls, South Dakota 57117

Citigroup – Corporate Law Department

One Court Square (45th Floor)

Long Island City, New York 11120

Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, New York 10013

Attention: Corporate Agency and Trust

Re: Purchase of $        ¹ principal amount of Citibank Credit Card Issuance Trust Series [    ] Class [    ] Notes

Ladies and Gentlemen:

In connection with our purchase of the above Notes (the “Notes”) we confirm that:

(1) We understand that the Notes are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being sold to us in a transaction that is exempt from the registration requirements of the Securities Act.

(2) Any information we desire concerning the Notes or any other matter relevant to our decision to purchase the Notes is or has been made available to us.

(3) We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Notes, and we

¹  Not less than $250,000 minimum principal amount.

(and any account for which we are purchasing under paragraph (iv) below) are able to bear the economic risk of an investment in the Notes. We (and any account for which we are purchasing under paragraph (iv) below) are an “accredited investor” (as such term is defined in Rule 501(a)(1), (2) or (3) of Regulation D under the Securities Act).

(4) We are acquiring the Notes for our own account or for accounts as to which we exercise sole investment discretion and not with a view to any distribution of the Notes, subject, nevertheless, to the understanding that the disposition of our property shall at all times be and remain within our control;

(5) We agree that the Notes must be held indefinitely by us unless subsequently registered under the Securities Act or an exemption from any registration requirements of the Securities Act and any applicable state securities law is available;

(6) We agree that in the event that at some future time we wish to dispose of or exchange any of the Notes (such disposition or exchange not being currently foreseen or contemplated), we will not transfer or exchange any of the Notes unless:

(a) (i) the sale is of at least U.S. $250,000 principal amount of Notes to an Eligible Purchaser (as defined below), (ii) a letter to substantially the same effect as paragraphs (1), (2), (3), (4), (5) and (6) of this letter is executed promptly by the purchaser and (iii) all offers or solicitations in connection with the sale, whether directly or through any agent acting on our behalf, are limited only to Eligible Purchasers and are not made by means of any form of general solicitation or general advertising whatsoever; or

(b) the Notes are transferred pursuant to Rule 144 under the Securities Act by us after we have held them for more than three years; or

(c) the Notes are sold in any other transaction that does not require registration under the Securities Act and, if the Issuer, the Trustee or the Note Registrar so requests, we theretofore have furnished to such party an opinion of counsel satisfactory to such party, in form and substance satisfactory to such party, to such effect; or

(d) the Notes are transferred pursuant to an exception from the registration requirements of the Securities Act under Rule 144A under the Securities Act; and

(7) We understand that the Notes will bear a legend to substantially the following effect:

“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.”

D-2

This legend may be removed if the Issuer, the Trustee and the Note Registrar have received an opinion of counsel satisfactory to them, in form and substance satisfactory to them, to the effect that the legend may be removed.

“Eligible Purchaser” means either an Eligible Dealer or a corporation, partnership or other entity which we have reasonable grounds to believe and do believe can make representations with respect to itself to substantially the same effect as the representations set forth herein. “Eligible Dealer” means any corporation or other entity the principal business of which is acting as a broker and/or dealer in securities. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Second Amended and Restated Indenture dated as of [        ] [    ], 2016, between Citibank Credit Card Issuance Trust and Deutsche Bank Trust Company Americas, as trustee, as further amended, restated, supplemented and otherwise modified.

Very truly yours,
	(Name of Purchaser)
By
	(Authorized officer)

D-3

EXHIBIT E-1

[FORM OF CLEARANCE SYSTEM CERTIFICATE

TO BE GIVEN TO THE TRUSTEE BY

EUROCLEAR OR CLEARSTREAM, LUXEMBOURG FOR

DELIVERY OF DEFINITIVE NOTES IN EXCHANGE FOR A PORTION OF A

TEMPORARY GLOBAL NOTE]

CITIBANK CREDIT CARD ISSUANCE TRUST,

Series [    ] Class [    ] Notes

[Insert title or sufficient description

of Notes to be delivered]

We refer to that portion of the Temporary Global Note in respect of the Series [    ] Class [    ] Notes to be exchanged for definitive Notes (the “Submitted Portion”) pursuant to this certificate (the “Notes”) as provided in the Second Amended and Restated Indenture dated as of [    ] [    ], 2016 (as further amended, supplemented and otherwise modified, the “Indenture”) in respect of such issue. This is to certify that (i) we have received a certificate or certificates, in writing, with respect to each of the persons appearing in our records as being entitled to a beneficial interest in the Submitted Portion and with respect to such person’s beneficial interest, substantially in the form of Exhibit E-2 to the Indenture, and (ii) the Submitted Portion includes no part of the Temporary Global Note excepted in such certificates.

We further certify that as of the date hereof we have not received any notification from any of the persons giving such certificates to the effect that the statements made by them with respect to any part of the Submitted Portion are no longer true and cannot be relied on as of the date hereof.

We understand that this certificate is required in connection with certain securities and tax laws in the United States of America. If administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy hereof to any interested party in such proceedings.

Dated:             , 20    1	[Euroclear Bank, as operator of the Euroclear System] [Clearstream, Luxembourg]
	By

¹  To be dated on the date of the proposed exchange.

EXHIBIT E-2

[FORM OF CERTIFICATE TO BE DELIVERED

TO EUROCLEAR OR CLEARSTREAM, LUXEMBOURG

BY [                    ] WITH RESPECT TO NOTES SOLD TO

QUALIFIED INSTITUTIONAL BUYERS]

CITIBANK CREDIT CARD ISSUANCE TRUST,

SERIES [    ] CLASS [    ] NOTES

In connection with the initial issuance and placement of the Series [    ] Class [    ] Notes (the “Notes”), an institutional investor in the United States (an “institutional investor”) is purchasing [U.S.$/£/€/CHF    ] aggregate principal amount of the Notes held in our account at [Euroclear Bank, as operator of the Euroclear System] [Clearstream, Luxembourg] on behalf of such investor.

We reasonably believe that such institutional investor is a qualified institutional buyer as such term is defined under Rule 144A of the Securities Act of 1933, as amended.

[We understand that this certificate is required in connection with United States laws. We irrevocably authorize you to produce this certificate or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered by this certificate.]

The Definitive Notes in respect of this certificate are to be issued in registered form in the minimum denomination of [U.S.$/£/i/CHF    ] and such Definitive Notes (and, unless the Indenture or terms document relating to the Notes otherwise provides, any Notes issued in exchange or substitution for or on registration of transfer of Notes) shall bear the following legend:

“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933. NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (EACH AS DEFINED HEREIN), EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.”

Dated:             , 20    

[                                                                                    ]
By
	Authorized officer

EX-4.2

EXHIBIT 4.2

CITIBANK CREDIT CARD MASTER TRUST I

FORM OF THIRD AMENDED AND RESTATED

POOLING AND SERVICING AGREEMENT

between

CITIBANK, N.A.,

Seller and Servicer,

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

Trustee

Dated as of May 29, 1991

As Amended and Restated as of October 5, 2001

As Further Amended and Restated as of August 9, 2011

As Further Amended and Restated as of              , 2016

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			2
Section 1.01.	Definitions		2
Section 1.02.	Other Definitional Provisions		21
ARTICLE II CONVEYANCE OF RECEIVABLES			22
Section 2.01.	Conveyance of Receivables		22
Section 2.02.	Acceptance by Trustee		24
Section 2.03.	Representations and Warranties of the Sellers Relating to the Sellers		25
Section 2.04.	Representations and Warranties of the Sellers Relating to the Agreement and any Supplement and the Receivables		26
Section 2.05.	Reassignment of Ineligible Receivables		27
Section 2.06.	Reassignment of Certificateholders’ Interest in Trust Portfolio		28
Section 2.07.	Covenants of the Sellers		29
Section 2.08.	Covenants of Citibank, Additional Sellers, and Account Owners		29
Section 2.09.	Addition of Accounts		31
Section 2.10.	Removal of Accounts		34
Section 2.11.	Account Allocations		36
Section 2.12.	Dispute Resolution		37
ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES			41
Section 3.01.	Acceptance of Appointment and Other Matters Relating to the Servicer		41
Section 3.02.	Servicing Compensation		42
Section 3.03.	Representations, Warranties and Covenants of the Servicer		42
Section 3.04.	Reports and Records for the Trustee		45
Section 3.05.	Annual Certificate of Servicer		45
Section 3.06.	Annual Servicing Report of Independent Public Accountants; Copies of Reports Available		45
Section 3.07.	Tax Treatment		46
Section 3.08.	Notices to Citibank		46
Section 3.09.	Adjustments		46
Section 3.10.	Reporting Request to Communicate		47
ARTICLE IV RIGHTS OF CERTIFICATEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS			47
Section 4.01.	Rights of Certificateholders		47
Section 4.02.	Establishment of Collection Account		48
Section 4.03.	Collections and Allocations		49
Section 4.04.	Unallocated Principal Collections		49
Section 4.05.	Additional Withdrawals from the Collection Account		50
ARTICLE V DISTRIBUTIONS AND REPORTS TO CERTIFICATEHOLDERS			50
ARTICLE VI THE CERTIFICATES			50
Section 6.01.	The Certificates		50
Section 6.02.	Authentication of Certificates		51
Section 6.03.	New Issuances		51

i

TABLE OF CONTENTS

(cont’d)

		Page
Section 6.04.	Registration of Transfer and Exchange of Certificates		52
Section 6.05.	Mutilated, Destroyed, Lost or Stolen Certificates		55
Section 6.06.	Persons Deemed Owners		55
Section 6.07.	Appointment of Paying Agent		56
Section 6.08.	Access to List of Registered Certificateholders’ Names and Addresses		56
Section 6.09.	Authenticating Agent		57
Section 6.10.	Book-Entry Certificates		58
Section 6.11.	Notices to Clearing Agency		58
Section 6.12.	Definitive Certificates		58
Section 6.13.	Global Certificate; Exchange Date		59
Section 6.14.	Meetings of Certificateholders		60
ARTICLE VII OTHER MATTERS RELATING TO THE SELLERS			62
Section 7.01.	Liability of the Sellers		62
Section 7.02.	Merger or Consolidation of, or Assumption of the Obligations of, the Sellers		62
Section 7.03.	Limitations on Liability of the Sellers		63
Section 7.04.	Liabilities		63
ARTICLE VIII OTHER MATTERS RELATING TO THE SERVICER			64
Section 8.01.	Liability of the Servicer		64
Section 8.02.	Merger or Consolidation of, or Assumption of the Obligations of, the Servicer		64
Section 8.03.	Limitation on Liability of the Servicer and Others		64
Section 8.04.	Servicer Indemnification of the Trust and the Trustee		65
Section 8.05.	The Servicer Not To Resign		65
Section 8.06.	Access to Certain Documentation and Information Regarding the Receivables		65
Section 8.07.	Delegation of Duties		65
Section 8.08.	Examination of Records		66
ARTICLE IX AMORTIZATION EVENTS			66
Section 9.01.	Amortization Events		66
Section 9.02.	Additional Rights upon the Occurrence of Certain Events		67
ARTICLE X SERVICER DEFAULTS			68
Section 10.01.	Servicer Defaults		68
Section 10.02.	Trustee To Act; Appointment of Successor		70
Section 10.03.	Notification to Certificateholders		71
ARTICLE XI THE TRUSTEE			72
Section 11.01.	Duties of Trustee		72
Section 11.02.	Certain Matters Affecting the Trustee		73
Section 11.03.	Trustee Not Liable for Recitals in Certificates		74
Section 11.04.	Trustee May Own Certificates		75
Section 11.05.	The Servicer To Pay Trustee’s Fees and Expenses		75
Section 11.06.	Eligibility Requirements for Trustee		75
Section 11.07.	Resignation or Removal of Trustee		75
Section 11.08.	Successor Trustee		76
Section 11.09.	Merger or Consolidation of Trustee		76
Section 11.10.	Appointment of Co-Trustee or Separate Trustee		76
Section 11.11.	Tax Returns		77
Section 11.12.	Trustee May Enforce Claims Without Possession of Certificates		78

ii

TABLE OF CONTENTS

(cont’d)

		Page
Section 11.13.	Suits for Enforcement		78
Section 11.14.	Rights of Certificateholders To Direct Trustee		79
Section 11.15.	Representations and Warranties of Trustee		79
Section 11.16.	Maintenance of Office or Agency		80
ARTICLE XII TERMINATION			80
Section 12.01.	Termination of Trust		80
Section 12.02.	Final Distribution		80
Section 12.03.	Sellers’ Termination Rights		81
ARTICLE XIII MISCELLANEOUS PROVISIONS			82
Section 13.01.	Amendment; Waiver of Past Defaults		82
Section 13.02.	Protection of Right, Title and Interest to Trust		83
Section 13.03.	Limitation on Rights of Certificateholders		84
Section 13.04.	GOVERNING LAW		85
Section 13.05.	Notices; Payments		85
Section 13.06.	Rule 144A Information		87
Section 13.07.	Severability of Provisions		87
Section 13.08.	Assignment		87
Section 13.09.	Certificates Nonassessable and Fully Paid		87
Section 13.10.	Further Assurances		87
Section 13.11.	Nonpetition Covenant		88
Section 13.12.	No Waiver; Cumulative Remedies		88
Section 13.13.	Counterparts		88
Section 13.14.	Third-Party Beneficiaries		88
Section 13.15.	Actions by Certificateholders		88
Section 13.16.	Merger and Integration		88
Section 13.17.	Headings		88
Section 13.18.	Sale; Security Interest		89
Section 13.19.	Additional Representations, Warranties and Covenants Relating to UCC Article 9		89
Section 13.20.	Intent of Parties Concerning Receivables Sold by Citibank		90
ARTICLE XIV ASSET REPRESENTATIONS REVIEW TRIGGERS			90
Section 14.01.	Delinquency Trigger		90
Section 14.02.	Investor Action to Initiate an Asset Representations Review		91
EXHIBITS
Exhibit A	Form of Bank Certificate
Exhibit B	Form of Assignment of Receivables in Additional Accounts
Exhibit C	Form of Reassignment of Receivables in Removed Accounts
Exhibit D	Form of Annual Servicer’s Certificate
Exhibit E-1	Private Placement Legend
Exhibit E-2	Representation Letter
Exhibit E-3	ERISA Legend
Exhibit F	Form of Receivables Purchase Agreement
Exhibit G-1	Form of Certificate of Foreign Clearing Agency
Exhibit G-2	Form of Alternate Certificate to be delivered to Foreign Clearing Agency

iii

TABLE OF CONTENTS

(cont’d)

		Page
Exhibit H-1	Form of Opinion of Counsel with respect to Amendments
Exhibit H-2	Form of Opinion of Counsel with respect to Accounts
SCHEDULES
Schedule 1	List of Accounts [Intentionally Omitted]

iv

THIRD AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of May 29, 1991, as amended and restated as of October 5, 2001 and as further amended and restated as of August 9, 2011, and as further amended and restated as of              , 2016, between CITIBANK, N.A., a national banking association, Seller and Servicer and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, Trustee.

W I T N E S S E T H:

WHEREAS, Citibank (South Dakota), National Association (“Citibank (South Dakota)”), as Seller and Servicer, Citibank (Nevada), National Association, as Seller, and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as successor to Yasuda Bank and Trust Company (U.S.A.), as Trustee, entered into that certain Amended and Restated Pooling and Servicing Agreement, dated as of May 29, 1991, as amended and restated as of October 5, 2001, as further amended by Amendment No. 1 thereto dated as of December 31, 2003 and Amendment No. 2 thereto dated as of December 19, 2005 and as supplemented by the Supplemental Agreement thereto dated as of October 1, 2006 (as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Prior Pooling and Servicing Agreement”); and

WHEREAS, on October 1, 2006, Citibank (Nevada), National Association merged with and into Citibank (South Dakota), with Citibank (South Dakota) being the surviving entity, and Citibank (South Dakota) assumed the performance of every covenant and obligation of Citibank (Nevada), National Association, as Seller, under the Prior Pooling and Servicing Agreement; and

WHEREAS, on July 1, 2011, Citibank (South Dakota) merged with and into Citibank, N.A. (“Citibank”), with Citibank being the surviving entity (the “Bank Merger”) and, by operation of law as a result of the Bank Merger, Citibank is obligated for the performance of every covenant and obligation of Citibank (South Dakota) as Seller and Servicer under the Prior Pooling and Servicing Agreement; and

WHEREAS, in accordance with Section 7.02(a) and Section 8.02(a) of the Prior Pooling and Servicing Agreement, Citibank and Deutsche Bank Trust Company Americas entered into that certain Supplemental Agreement, dated as of July 1, 2011, pursuant to which Citibank expressly assumed the performance of every covenant and obligation of Citibank (South Dakota) as Seller and Servicer under the Prior Pooling and Servicing Agreement; and

WHEREAS, Citibank, as Seller and Servicer and Deutsche Bank Trust Company Americas, as Trustee, entered into that certain Second Amended and Restated Pooling and Servicing Agreement, dated as of August 9, 2011 (the “Second Amended and Restated Pooling and Servicing Agreement”).

WHEREAS, this Agreement shall not constitute a novation and shall in no way adversely affect or impair the effectiveness of the sales and assignments made, or the priority of the liens granted, prior to the date of this Agreement with respect to the Receivables sold to the Trust pursuant to the Prior Pooling and Servicing Agreement and/or the Second Amended and Restated Pooling and Servicing Agreement; and

WHEREAS, the parties hereto desire to amend certain provisions of the Second Amended and Restated Pooling and Servicing Agreement; and

WHEREAS, the parties hereto intend that this amendment and restatement not result in the creation of a new Trust, but rather that the Trust as created pursuant to the Pooling and Servicing Agreement, dated as of May 29, 1991 and continued pursuant to that certain Amended and Restated Pooling and Servicing Agreement, dated as of October 5, 2001, and continued pursuant to that certain Second Amended and Restated Pooling and Servicing Agreement, shall continue to exist pursuant to this amendment and restatement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereby amend and restate the Second Amended and Restated Pooling and Servicing Agreement in its entirety and further agree as follows for the benefit of the other parties, the Certificateholders and any Series Enhancer (as defined below) to the extent provided herein and in any Supplement:

ARTICLE I

DEFINITIONS

Section 1.01. Definitions Whenever used in this Agreement, the following words and phrases shall have the following meanings, and the definitions of such terms are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

“60+-Day Delinquency Rate” shall mean, for any Due Period, the delinquency rate calculated as a ratio (expressed as a percentage) of the aggregate dollar amount of Receivables that are 60 or more days delinquent to the aggregate dollar amount of all of the Receivables, measured as of the end of such Due Period.

“AAA” shall have the meaning specified in Section 2.12(b)(i).

“Account” shall mean (a) each Initial Account, (b) each Additional Account (but only from and after the Addition Date with respect thereto), (c) each Related Account and (d) each Transferred Account, but shall exclude any Account all the Receivables in which are either reassigned or assigned to the Sellers or their designee or the Servicer in accordance with the terms of this Agreement.

“Account Owner” shall mean any Seller, Additional Seller, or any Affiliate of a Seller which is the issuer of the credit card relating to an Account established pursuant to a Credit Card Agreement.

“Act” shall mean the Securities Act of 1933, as amended.

2

“Addition Date” shall mean (a) with respect to Lump Addition Accounts, the date from and after which such Lump Addition Accounts are to be included as Accounts pursuant to Section 2.09(a) or (b), (b) with respect to Participation Interests, the date from and after which such Participation Interests are to be included as assets of the Trust pursuant to Section 2.09(a) or (b), and (c) with respect to New Accounts, the first Distribution Date following the calendar month in which such New Accounts are originated.

“Additional Account” shall mean each New Account and each Lump Addition Account.

“Additional Cut-Off Date” shall mean (a) with respect to Lump Addition Accounts or Participation Interests, the date specified as such in the notice delivered with respect thereto pursuant to Section 2.09(d) and (b) with respect to New Accounts, the date on which such New Accounts are originated.

“Additional Seller” shall have the meaning specified in Section 2.09(f).

“Adjustment Payment” shall have the meaning specified in Section 3.09(a).

“Adverse Effect” shall mean, with respect to any action, that such action will (a) result in the occurrence of an Amortization Event or (b) adversely affect the amount of distributions to be made to the Investor Certificateholders of any Series or Class pursuant to this Agreement and the related Supplement or the timing of such distributions.

“Affiliate” shall mean, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” shall mean the power to direct the management and policies of a Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agreement” shall mean this Pooling and Servicing Agreement and all amendments hereof and supplements hereto, including, with respect to any Series or Class, the related Supplement.

“Amendment Date” shall mean              , 2016.

“American Express” shall mean American Express Company.

“Amortization Event” shall have the meaning specified in Section 9.01 and, with respect to any Series, shall also mean any Amortization Event specified in the related Supplement.

“Applicants” shall have the meaning specified in Section 6.08.

“Appointment Date” shall have the meaning specified in Section 9.02(a).

“APR” shall mean the annual percentage rate or rates determined in the manner described in the Credit Card Agreement applicable to each Account.

3

“Asset Representations Review” shall have the meaning assigned to the term “Review” in the Asset Representations Review Agreement.

“Asset Representations Review Agreement” shall mean that certain Asset Representations Review Agreement, dated as of [             , 2016], among Citibank, N.A., as Seller and Servicer and the Asset Representations Reviewer.

“Asset Representations Reviewer” shall mean [                    ], a [                    ], and its successors and any entity resulting from or surviving any consolidation or merger to which it or its successors may be a party, and any successor asset representations reviewer appointed as provided in the Asset Representations Review Agreement.

“Asset Review Quorum” shall mean Holders of Investor Certificates evidencing at least 5% of the aggregate unpaid principal amount of Investor Certificates outstanding.

“Assignment” shall have the meaning specified in Section 2.09(g).

“Authorized Newspaper” shall mean any newspaper or newspapers of general circulation in the Borough of Manhattan, The City of New York, printed in the English language (and, with respect to any Series or Class, if and so long as the Investor Certificates of such Series or Class are listed on the Luxembourg Stock Exchange and such exchange shall so require, in Luxembourg, printed in any language satisfying the requirements of such exchange) and customarily published on each business day at such place, whether or not published on Saturdays, Sundays or holidays.

“Average Rate” shall mean the percentage equivalent of a decimal equal to the sum of the amounts for each outstanding Series and Class obtained by multiplying (a) the sum of the Certificate Rate for such Series or Class plus the Net Servicing Fee Rate for such Series or Class, by (b) a fraction, the numerator of which is the aggregate unpaid principal amount of the Investor Certificates of such Series or Class and the denominator of which is the aggregate unpaid principal amount of all Investor Certificates.

“Bank Certificate” shall mean the certificate executed by the Bank and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A.

“Bank” shall mean Citibank and, as the context requires, any of its predecessors.

“Bank Merger” shall have the meaning specified in the recitals hereto.

“Bank’s Interest” shall have the meaning specified in Section 2.09(a).

“Benefit Plan” shall have the meaning specified in Section 6.04(c).

“Book-Entry Certificates” shall mean beneficial interests in the Investor Certificates, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 6.10.

4

“Business Day” shall mean any day other than (a) a Saturday or Sunday or (b) any other day on which national banking associations or state banking institutions in New York, New York or South Dakota, or any other State in which the principal executive offices of any Additional Seller are located, are authorized or obligated by law, executive order or governmental decree to be closed.

“Cash Advance Fees” shall mean cash advance transaction fees as specified in the Credit Card Agreement applicable to each Account.

“Certificate” shall mean any one of the Investor Certificates or the Sellers’ Certificate.

“Certificateholder” or “Holder” shall mean an Investor Certificateholder or a Person in whose name any one of the Sellers’ Certificate is registered.

“Certificateholders’ Interest” shall have the meaning specified in Section 4.01.

“Certificate Owner” shall mean, with respect to a Book-Entry Certificate, the Person who is the owner of such Book-Entry Certificate, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency).

“Certificate Rate” shall mean, with respect to any Series or Class, the certificate rate specified therefor in the related Supplement.

“Certificate Register” shall mean the register maintained pursuant to Section 6.04, providing for the registration of the Registered Certificates and transfers and exchanges thereof.

“Citibank” shall mean Citibank, N.A., a national banking association, and its successors.

“Class” shall mean, with respect to any Series, any one of the classes of Investor Certificates of that Series.

“Clearing Agency” shall mean an organization registered as a “clearing agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as amended.

“Clearing Agency Participant” shall mean a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

“Clearstream” shall mean Clearstream Banking, société anonyme.

“Closing Date” shall mean, with respect to any Series, the closing date specified in the related Supplement.

“Collection Account” shall have the meaning specified in Section 4.02.

“Collections” shall mean all payments by or on behalf of Obligors (including Insurance Proceeds generally, but excluding Insurance Proceeds and other amounts constituting Recoveries of Principal Receivables) received in respect of the Receivables, in the form of cash, checks,

5

wire transfers, electronic transfers, ATM transfers or any other form of payment in accordance with a Credit Card Agreement in effect from time to time. Collections shall also include (a) all Recoveries with respect to Finance Charge Receivables previously charged off as uncollectible and (b) a portion, determined pursuant to Section 2.08(e), of the Interchange paid or payable to Citibank or any Additional Seller.

“Common Depositary” shall mean the Person specified in the applicable Supplement, in its capacity as common depositary for the respective accounts of any Foreign Clearing Agencies.

“Corporate Trust Office” shall have the meaning specified in Section 11.16.

“Credit Card Agreement” shall mean, with respect to a revolving credit card account, the agreements between Citibank or any Additional Seller or other Account Owner, as the case may be, and the Obligor governing the terms and conditions of such account, as such agreements may be amended, modified or otherwise changed from time to time and as distributed (including any amendments and revisions thereto) to holders of such account.

“Credit Card Guidelines” shall mean the policies and procedures of Citibank or any Additional Seller or other Account Owner, as the case may be, as such policies and procedures may be amended from time to time, (a) relating to the operation of its credit card business, which generally are applicable to its entire portfolio of revolving credit card accounts and are consistent with prudent practice, including the policies and procedures for determining the creditworthiness of credit card customers and the extension of credit to credit card customers, and (b) relating to the maintenance of credit card accounts and collection of credit card receivables.

“Date of Processing” shall mean, with respect to any transaction, the date on which such transaction is first recorded on the Servicer’s computer file of revolving credit card accounts (without regard to the effective date of such recordation).

“Defaulted Amount” shall mean, with respect to any Due Period, an amount (which shall not be less than zero) equal to (a) the amount of Principal Receivables which became Defaulted Receivables in such Due Period, minus (b) the sum of (i) the amount of Recoveries received in such Due Period with respect to Principal Receivables previously charged off as uncollectible, (ii) the amount of any Defaulted Receivables of which the Sellers or the Servicer became obligated to accept reassignment or assignment in accordance with the terms of this Agreement during such Due Period and (iii) the excess, if any, for the immediately preceding Due Period of the sum computed pursuant to this clause (b) for such Due Period over the amount of Principal Receivables which became Defaulted Receivables in such Due Period; provided, however, that, if an Insolvency Event occurs with respect to any of the Sellers, the amount of such Defaulted Receivables which are subject to reassignment to the Sellers in accordance with the terms of this Agreement shall not be added to the sum so subtracted and, if any of the events described in Section 10.01(d) occur with respect to the Servicer, the amount of such Defaulted Receivables which are subject to reassignment or assignment to the Servicer in accordance with the terms of this Agreement shall not be added to the sum so subtracted.

“Defaulted Receivables” shall mean, with respect to any Due Period, all Principal Receivables which are charged off as uncollectible in such Due Period. A Principal Receivable

6

shall become a Defaulted Receivable on the day on which such Principal Receivable is recorded as charged off on the Servicer’s computer file of revolving credit card accounts in accordance with the Credit Card Guidelines but, in any event, shall be deemed a Defaulted Receivable no later than the earlier of (a) the day it becomes 180 days delinquent unless the Obligor has made a payment with respect to the Account which satisfies the criteria for curing delinquencies set forth in the Credit Card Guidelines and (b) 60 days after receipt of notice by the Servicer that the Obligor has filed for bankruptcy or has had a bankruptcy petition filed against it.

“Definitive Certificates” shall have the meaning specified in Section 6.10.

“Definitive Euro-Certificates” shall have the meaning specified in Section 6.13.

“Delinquency Trigger” shall mean each occurrence, as determined by the Servicer, where the Three-Month Average 60+-Day Delinquency Rate equals or exceeds the then-current Delinquency Trigger Rate.

“Delinquency Trigger Rate” shall mean, initially, [    %], which percentage will be reviewed and may be adjusted from time to time as set forth in Sections 14.01(b) and 14.01(c).

“Deposit Date” shall mean each day on which the Servicer deposits Collections in the Collection Account.

“Depository Agreement” shall mean, with respect to any Series or Class, the agreement among the Sellers, the Trustee and the Clearing Agency in the form prescribed by such Clearing Agency from time to time.

“Determination Date” shall mean the earlier of the fifth Business Day and the eighth calendar day preceding each Distribution Date.

“Distribution Date” shall mean the seventh day of each calendar month, or, if such seventh day is not a Business Day, the next succeeding Business Day.

“Document Delivery Date” shall have the meaning specified in Section 2.09(g).

“Due Period” shall mean, with respect to each Distribution Date, the period beginning at the close of business on the fourth-to-last Business Day of the second month preceding such Distribution Date and ending at the close of business on the fourth-to-last Business Day of the month immediately preceding such Distribution Date.

“Early Amortization Period” shall mean, with respect to any Series, the period beginning at the close of business on the Business Day immediately preceding the day on which an Amortization Event is deemed to have occurred, and ending upon the earlier to occur of (i) the payment in full to the Investor Certificateholders of such Series of the Invested Amount with respect to such Series and (ii) the Termination Date with respect to such Series.

“Eligible Account” shall mean a revolving credit card account owned by Citibank, in the case of the Initial Accounts, or Citibank or any Additional Seller or other Account Owner, in the case of Additional Accounts which, as of the Trust Cut-Off Date with respect to an Initial Account or as of the Additional Cut-Off Date with respect to an Additional Account:

(a) is in existence and maintained by Citibank, in the case of the Initial Accounts, or Citibank or any Additional Seller or other Account Owner, in the case of Additional Accounts;

7

(b) is payable in United States dollars;

(c) in the case of the Initial Accounts, has a cardholder who has provided, as his most recent billing address, an address located in the United States or its territories or possessions or a military address;

(d) has a cardholder who has not been identified by Citibank or the applicable Additional Seller or other Account Owner in its computer files as being involved in a voluntary or involuntary bankruptcy proceeding;

(e) has not been identified as an Account with respect to which the related card has been lost or stolen;

(f) has not been sold or pledged to any other party except for any sale to any Seller, Additional Seller or other Account Owner;

(g) does not have receivables which have been sold or pledged to any other party other than any sale of receivables to a Seller or Additional Seller pursuant to a Receivables Purchase Agreement; and

(h) in the case of the Initial Accounts, is a “VISA” or “MasterCard” revolving credit card account.*

“Eligible Deposit Account” shall mean either (a) a segregated account with an Eligible Institution or (b) a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States or any one of the states thereof, including the District of Columbia (or any domestic branch of a foreign bank), and acting as a trustee for funds deposited in such account, so long as any of the securities of such depository institution shall have a credit rating from each Rating Agency in one of its generic credit rating categories which signifies investment grade.

“Eligible Institution” shall mean a depository institution organized under the laws of the United States or any one of the states thereof, including the District of Columbia (or any domestic branch of a foreign bank), which at all times (a) has (i) a long-term unsecured debt rating of A2 or better by Moody’s and (ii) a certificate of deposit rating of P-1 by Moody’s, (b) has (i) in the case of the Collection Account, if such depository institution is an Affiliate of Citigroup Inc., a certificate of deposit rating of A-1 or better by Standard & Poor’s or (ii) for any other depository institution (or for any Affiliate of Citigroup Inc., in the case of any Series Account), either (x) a long-term unsecured debt rating of AAA by Standard & Poor’s or (y) a certificate of deposit rating of A-1+ by Standard & Poor’s and (c) is a member of the FDIC. If so qualified, the Trustee or the Servicer may be considered an Eligible Institution for the purposes of this definition.

* “MasterCard” and “VISA” are registered trademarks of MasterCard International Incorporated and of VISA U.S.A., Inc., respectively.

8

“Eligible Investments” shall mean book-entry securities, negotiable instruments or securities represented by instruments in registered form which evidence:

(a) direct obligations of, and obligations fully guaranteed as to timely payment by, the United States of America;

(b) demand deposits, time deposits or certificates of deposit (having original maturities of no more than 365 days) of depository institutions or trust companies incorporated under the laws of the United States of America or any state thereof (or domestic branches of foreign banks) and subject to supervision and examination by federal or state banking or depository institution authorities; provided that at the time of the Trust’s investment or contractual commitment to invest therein, the short-term debt rating of such depository institution or trust company shall be in the highest investment category of each Rating Agency;

(c) commercial paper (having remaining maturities of no more than 30 days) having, at the time of the Trust’s investment or contractual commitment to invest therein, a rating from each Rating Agency in its highest investment category;

(d) investments in money market funds rated in the highest investment category by each Rating Agency or otherwise approved in writing by each Rating Agency;

(e) demand deposits, time deposits and certificates of deposit which are fully insured by the FDIC;

(f) notes or bankers’ acceptances (having original maturities of no more than 365 days) issued by any depository institution or trust company referred to in (b) above;

(g) time deposits (having maturities of no more than 30 days), other than as referred to in clause (e) above, with a Person the commercial paper of which has a credit rating from each Rating Agency in its highest investment category or notes which are payable on demand issued by Citigroup Inc. or an Affiliate thereof; provided that such notes will constitute Eligible Investments only for so long as the commercial paper of Citigroup Inc. or such Affiliate, as the case may be, has a credit rating from each Rating Agency in its highest investment category; or

(h) any other investments approved in writing by each Rating Agency.

The Trustee (or the Servicer) may, but is not required to, purchase Eligible Investments from a registered broker-dealer which is an Affiliate of the Trustee or Citibank.

“Eligible Receivable” shall mean each Receivable:

(a) which has arisen in an Eligible Account;

9

(b) which was created in compliance in all material respects with all applicable Requirements of Law and pursuant to a Credit Card Agreement which complies in all material respects with all applicable Requirements of Law;

(c) with respect to which all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given in connection with the creation of such Receivable or the execution, delivery and performance (other than by the Obligor) of the Credit Card Agreement pursuant to which such Receivable was created, have been duly obtained, effected or given and are in full force and effect;

(d) as to which at the time of the transfer of such Receivable to the Trust, the Sellers or the Trust will have good and marketable title thereto free and clear of all Liens arising prior to the transfer or arising at any time;

(e) which has been the subject of either a valid transfer and assignment from the Sellers to the Trust of all the Sellers’ right, title and interest therein (including any proceeds thereof), or the grant of a first priority perfected security interest therein (and in the proceeds thereof), effective until the termination of the Trust;

(f) which will at all times be the legal, valid and binding payment obligation of the Obligor thereon enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting the enforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity);

(g) which, at the time of transfer to the Trust, has not been waived or modified except for a Receivable which has been waived or modified as permitted in accordance with the Credit Card Guidelines and which waiver or modification is reflected in the applicable Seller’s and/or Account Owner’s computer file of revolving credit card accounts;

(h) which, at the time of transfer to the Trust, is not subject to any right of rescission, setoff, counterclaim or any other defense (including defenses arising out of violations of usury laws) of the Obligor, other than defenses arising out of applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general;

(i) as to which, at the time of transfer to the Trust, the Sellers or other Account Owners, as the case may be, have satisfied all their obligations required to be satisfied by such time;

(j) as to which, at the time of transfer to the Trust, neither the Sellers nor other Account Owners, as the case may be, have taken any action which would impair, or omitted to take any action the omission of which would impair, the rights of the Trust or the Certificateholders therein; and

10

(k) which constitutes an “account” under and as defined in Article 9 of the UCC as then in effect.

“Eligible Servicer” shall mean the Trustee or an entity which, at the time of its appointment as Servicer, (a) is servicing a portfolio of revolving credit card accounts, (b) is legally qualified and has the capacity to service the Accounts, (c) in the sole determination of the Trustee, which determination shall be conclusive and binding, has demonstrated the ability to service professionally and competently a portfolio of similar accounts in accordance with high standards of skill and care, (d) is qualified to use the software that is then being used to service the Accounts or obtains the right to use or has its own software which is adequate to perform its duties under this Agreement, (e) has a net worth of at least $50,000,000 as of the end of its most recent fiscal quarter and (f) has a long-term debt rating of at least Baa3 by Moody’s and BBB- by Standard & Poor’s.

“Enhancement Agreement” shall mean any agreement, instrument or document governing the terms of any Series Enhancement or pursuant to which any Series Enhancement is issued or outstanding.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“Euroclear Operator” shall mean Euroclear Bank S.A./N.V, as operator of the Euroclear System.

“Excess Principal Collections” shall have the meaning specified in Section 4.04.

“Exchange Date” shall mean, with respect to any Series, any date that is after the related Series Issuance Date.

“Excluded Receivables” shall mean all amounts payable by cardholders under any Account which are recorded on the books and records of the applicable Account Owner as “Charges” as defined under the Telecommunications Card Service Agreement, dated as of April 2, 1998, between Citicorp and AT&T Corp., as amended to the date hereof and as such agreement may be amended from time to time hereafter.

“FDIC” shall mean the Federal Deposit Insurance Corporation or any successor.

“Finance Charge Receivables” shall mean all amounts billed to the Obligors on any Account in respect of (a) Periodic Rate Finance Charges, (b) Cash Advance Fees, (c) Late Payment Fees, (d) annual membership fees with respect to the Accounts, (e) any other fees with respect to the Accounts designated by the Sellers by notice to the Trustee at any time and from time to time to be included as Finance Charge Receivables and (f) the amount of all Principal Receivables Discounts. All Recoveries with respect to Finance Charge Receivables previously charged off as uncollectible will be treated as Finance Charge Receivables. Finance Charge Receivables with respect to any Due Period shall include a portion, determined pursuant to Section 2.08(e), of the Interchange paid or payable to Citibank or any Additional Seller with respect to such Due Period.

11

“FIRREA” shall mean the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended.

“Foreign Clearing Agency” shall mean Clearstream and the Euroclear Operator.

“Global Certificate” shall have the meaning specified in Section 6.13.

“Governmental Authority” shall mean the United States of America, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Group” shall mean, with respect to any Series, the group of Series, if any, in which the related Supplement specifies such Series is to be included.

“Inactive Account” shall mean any Account (i) that has been open for a period of at least twenty-four months, (ii) the Receivables balance of which has been equal to $0.00 for a period of at least twenty-four months, (iii) that has been placed in a status that, in accordance with customary and usual servicing procedures and in accordance with the Credit Card Guidelines, prevents future Receivables authorizations from being granted, and (iv) that has remained inactive with no monetary activity for a period of at least twenty-four months.

“Inactive Account Removal Date” shall have the meaning specified in Section 2.10(b)(i).

“Ineligible Receivables” shall have the meaning specified in Section 2.05(a).

“Initial Account” shall mean each “MasterCard” and “VISA” account established pursuant to a Credit Card Agreement between Citibank and any Person, which account is identified in the computer file or microfiche list delivered to the Trustee by the Sellers pursuant to Section 2.01.

“Insolvency Event” shall have the meaning specified in Section 9.01(c).

“Insolvency Proceeds” shall have the meaning specified in Section 9.02(b).

“Insurance Proceeds” shall mean any amounts received pursuant to any credit life insurance policies, credit disability or unemployment insurance policies covering any Obligor with respect to Receivables under such Obligor’s Account.

“Interchange” shall mean interchange fees payable to Citibank or any Additional Seller or other Account Owner, in its capacity as credit card issuer, through VISA, MasterCard, American Express or any other similar entity or organization with respect to any other type of revolving credit card accounts included as Accounts (except as otherwise provided in the initial Assignment with respect to any such other type of Accounts), in connection with cardholder charges for goods and services.

“Internal Revenue Code” or “Code” shall mean the Internal Revenue Code of 1986, as amended.

12

“Invested Amount” shall mean, with respect to any Series and for any date, an amount equal to the invested amount specified in the related Supplement.

“Investment Company Act” shall mean the Investment Company Act of 1940, as amended.

“Investor Certificateholder” shall mean the Person in whose name a Registered Certificate or Global Certificate is registered in the Certificate Register.

“Investor Certificates” shall mean any one of the certificates (including the Registered Certificates or any Global Certificate) executed by the Bank and authenticated by or on behalf of the Trustee, substantially in the form attached to the related Supplement, other than the Sellers’ Certificate.

“Late Payment Fees” shall have the meaning specified in the Credit Card Agreement applicable to each Account or any similar term but shall not include Cash Advance Fees.

“Lien” shall mean any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever, including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing and the filing of any financing statement under the UCC or comparable law of any jurisdiction to evidence any of the foregoing; provided, however, that any assignment permitted by Section 7.02 and the lien created by this Agreement shall not be deemed to constitute a Lien.

“Lump Addition” shall mean the designation of additional Eligible Accounts to be included as Accounts or of Participation Interests to be included as Trust Assets pursuant to Section 2.09(a) or (b).

“Lump Addition Account” shall mean each revolving credit card account established pursuant to a Credit Card Agreement, which account is designated pursuant to Section 2.09(a) or (b) to be included as an Account and is identified in the computer file or microfiche list delivered to the Trustee by the Sellers pursuant to Sections 2.01 and 2.09(g).

“Manager” shall mean the lead manager, manager or co-manager or person performing a similar function with respect to an offering of Definitive Euro-Certificates.

“MasterCard” shall mean MasterCard International Incorporated.

“Miscellaneous Payments” shall mean, with respect to any Due Period, the sum of (a) Adjustment Payments and Transfer Deposit Amounts deposited in the Collection Account on the related Distribution Date and (b) Unallocated Principal Collections on such Distribution Date available to be treated as Miscellaneous Payments pursuant to Section 4.04.

“Moody’s” shall mean Moody’s Investors Service, Inc. or its successor.

13

“Net Servicing Fee Rate” shall mean, with respect to any Series, the net servicing fee rate, if any, specified in the related Supplement.

“New Account” shall mean each revolving credit card account established pursuant to a Credit Card Agreement, which account is designated pursuant to Section 2.09(c) to be included as an Account and is identified in the computer file or microfiche list delivered to the Trustee by the Sellers pursuant to Sections 2.01 and 2.09(g).

“Obligor” shall mean, with respect to any Account, the Person or Persons obligated to make payments with respect to such Account, including any guarantor thereof.

“Officer’s Certificate” shall mean, unless otherwise specified in this Agreement, a certificate delivered to the Trustee signed by the President, any Vice President or the Treasurer of a Seller or the Servicer, as the case may be, or by the President, any Vice President or the financial controller (or an officer holding an office with equivalent or more senior responsibilities) of a Successor Servicer.

“Opinion of Counsel” shall mean a written opinion of counsel, who may be counsel for, or an employee of, the Person providing the opinion and who shall be reasonably acceptable to the Trustee and, in the case of an opinion to be delivered to any Series Enhancer, to such Series Enhancer.

“Participation Interests” shall have the meaning specified in Section 2.09(a).

“Paying Agent” shall mean any paying agent and co-paying agent appointed pursuant to Section 6.07.

“Periodic Rate” shall mean the periodic rate or rates determined in the manner described in the Credit Card Agreement applicable to each Account.

“Periodic Rate Finance Charges” shall have the meaning specified in the Credit Card Agreement applicable to each Account for finance charges (due to periodic rate) or any similar term.

“Person” shall mean any legal person, including any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, governmental entity or other entity of similar nature.

“Portfolio Yield” shall mean with respect to any Due Period, the annualized percentage equivalent of a fraction, the numerator of which is the amount of Collections of Finance Charge Receivables during the immediately preceding Due Period calculated on a cash basis, after subtracting therefrom (a) the excess, if any, of the amount of Principal Receivables which were charged off as uncollectible in such immediately preceding Due Period over the aggregate amount of recoveries on charged-off Principal Receivables for such immediately preceding Due Period and (b) the aggregate amount of Servicer Interchange with respect to all outstanding Series for such immediately preceding Due Period, and the denominator of which is the total amount of Principal Receivables as of the last day of such immediately preceding Due Period; provided, however, that, with respect to any Due Period in which a Lump Addition occurs or a removal of Accounts pursuant to Section 2.10 occurs, the denominator of such fraction shall be

14

the weighted average amount of Principal Receivables in the Trust on the date on which such Lump Addition or removal of Accounts occurs (after giving effect thereto) and the last day of such immediately preceding Due Period.

“Principal Receivables” shall mean amounts (other than such amounts, including the amounts of any Principal Receivables Discounts, which represent Finance Charge Receivables) billed to the Obligor on any Account in respect of (a) purchases of goods or services, (b) cash advances and (c) all other fees and charges billed to cardholders on the Accounts. Any Principal Receivables which the Sellers are unable to transfer as provided in Section 2.11 shall not be included in calculating the amount of Principal Receivables.

“Principal Receivables Discount” shall mean, with respect to any Account designated by the Sellers, the portion of the related Principal Receivables which represents a discount from the face value thereof. The amount of any Principal Receivables Discount shall be equal to a specified percentage (determined by the Sellers in their sole discretion) of the amounts billed to the Obligor on any such Account in respect of purchases of goods and services and cash advances. Such percentage shall be deemed to be zero with respect to all the Accounts, unless and until the Sellers shall give the Trustee notice of any Accounts (or types of Accounts) to be subject to any such discount and the applicable discount percentage.

“Principal Shortfalls” shall have the meaning specified in Section 4.04.

“Principal Terms” shall mean, with respect to any Series, (i) the name or designation; (ii) the initial principal amount (or method for calculating such amount); (iii) the Certificate Rate (or method for the determination thereof); (iv) the payment date or dates and the date or dates from which interest shall accrue; (v) the method for allocating collections to Investor Certificateholders; (vi) the designation of any Series Accounts and the terms governing the operation of any such Series Accounts; (vii) the Servicing Fee Rate, if any, the Net Servicing Fee Rate, if any, and the method of calculating Servicer Interchange, if any; (viii) the issuer and terms of any form of Series Enhancements with respect thereto; (ix) the terms on which the Investor Certificates of such Series may be exchanged for Investor Certificates of another Series, repurchased by the Bank or remarketed to other investors; (x) the Termination Date; (xi) the number of Classes of Investor Certificates of such Series and, if more than one Class, the rights and priorities of each such Class; (xii) the extent to which the Investor Certificates of such Series will be issuable in temporary or permanent global form (and, in such case, the depositary for such global certificate or certificates, the terms and conditions, if any, upon which such global certificate may be exchanged, in whole or in part, for Definitive Certificates, and the manner in which any interest payable on a temporary or global certificate will be paid); (xiii) [RESERVED]; (xiv) the priority of such Series with respect to any other Series; (xv) whether such Series will be part of a Group; and (xvi) any other terms of such Series.

“Prior Pooling and Servicing Agreement” shall have the meaning specified in the recitals hereto.

“Qualified Dispute Resolution Professional” shall mean an attorney or retired judge that is independent, impartial, knowledgeable about and experienced with the laws of the State of New York, specializing in commercial litigation with at least 15 years of experience and whose name is on a list of neutral parties maintained by the AAA.

15

“Rating Agency” shall mean, with respect to any outstanding Series or Class, each statistical rating agency selected by the Sellers to rate the Investor Certificates of such Series or Class.

“Rating Agency Condition” shall mean, with respect to any action, that each Rating Agency shall have notified the Sellers, the Servicer and the Trustee in writing that such action will not result in a reduction or withdrawal of the rating of any outstanding Series or Class with respect to which it is a Rating Agency.

“Reassignment” shall have the meaning specified in Section 2.10.

“Receivables” shall mean all amounts shown on the Servicer’s records as amounts payable by Obligors on any Account from time to time, other than Excluded Receivables. Receivables which become Defaulted Receivables will cease to be included as Receivables as of the day on which they become Defaulted Receivables.

“Receivables Purchase Agreement” shall mean a receivables purchase agreement, substantially in the form of Exhibit F, between an Account Owner and a Seller or Additional Seller pursuant to which a Seller or Additional Seller acquires Receivables or interests in Receivables; provided, however, that (a) the Rating Agency Condition is satisfied with respect to the applicable Account Owner entering into such Receivables Purchase Agreement, and (b) the applicable Seller or Additional Seller shall have delivered to the Trustee an Officer’s Certificate to the effect that such officer reasonably believes that the execution, delivery and performance of such Receivables Purchase Agreement will not have an Adverse Effect.

“Record Date” shall mean, with respect to any Distribution Date, the last day of the calendar month immediately preceding such Distribution Date.

“Recoveries” shall mean all amounts received (net of out-of-pocket costs of collection), including Insurance Proceeds, with respect to Receivables which have previously become Defaulted Receivables, including the net proceeds of any sale of such Defaulted Receivables by the Sellers.

“Registered Certificateholder” shall mean the Holder of a Registered Certificate.

“Registered Certificates” shall have the meaning specified in Section 6.01.

“Related Account” shall mean an Account with respect to which a new credit account number has been issued by the Servicer or the applicable Seller or other Account Owner under circumstances resulting from a lost or stolen credit card and not requiring standard application and credit evaluation procedures under the Credit Card Guidelines.

“Removal Date” shall have the meaning specified in Section 2.10(a).

“Removed Accounts” shall have the meaning specified in Section 2.10.

“Representing Party” shall have the meaning specified in Section 2.12(a).

16

“Requesting Party” shall have the meaning specified in Section 2.12(a).

“Required Minimum Principal Balance” with respect to any date, shall mean an amount equal to the greater of

(a) 105% of the aggregate Invested Amounts for all outstanding Series on such date; and

(b) 102% of the aggregate initial Invested Amounts for all Series outstanding on such date;

provided, however, that the Sellers may, upon (x) 30 days’ prior notice to the Trustee, each Rating Agency and each Series Enhancer, (y) satisfaction of the Rating Agency Condition with respect thereto and (z) delivery to the Trustee and each Series Enhancer of a certificate of a Vice President or more senior officer of each Seller stating that such Seller reasonably believes that such reduction will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future, reduce the Required Minimum Principal Balance; provided further that the Required Minimum Principal Balance shall not at any time be less than 102% of the initial Invested Amounts for all outstanding Series on any date.

“Requirements of Law” shall mean any law, treaty, rule or regulation, or determination of an arbitrator or Governmental Authority, whether Federal, state or local (including any usury law, the Federal Truth-in-Lending Act and Regulation Z of the Board of Governors of the Federal Reserve System), and, when used with respect to any Person, the certificate of incorporation and by-laws or other charter or governing documents of such Person.

“Responsible Officer” shall mean, when used with respect to the Trustee, any officer within the Corporate Trust & Agency Services group (or any successor group) of the Trustee including any vice president, assistant vice president, associate or any other officer of the Trustee customarily performing functions similar to those performed by the persons who at the time shall be such officers or to whom any corporate trust matter is referred at the Corporate Trust Office because of such officer’s knowledge of and familiarity with the particular subject.

“Rules” shall have the meaning specified in Section 2.12(b)(i).

“Sellers” shall mean Citibank and, as the context requires, any of its predecessors and any Additional Seller.

“Sellers’ Certificate” shall mean, collectively, the Bank Certificate and any outstanding Supplemental Certificates.

“Sellers’ Interest” shall have the meaning specified in Section 4.01.

“Sellers’ Participation Amount” shall mean at any time of determination an amount equal to the total amount of Principal Receivables in the Trust at such time minus the aggregate Invested Amounts for all outstanding Series at such time.

“Series” shall mean any series of Investor Certificates established pursuant to a Supplement.

17

“Series Account” shall mean any deposit, trust, escrow or similar account maintained for the benefit of the Investor Certificateholders of any Series or Class, and as specified in any Supplement.

“Series Adjusted Invested Amount” shall mean, with respect to any Series and for any Due Period, the initial principal amount of the Investor Certificates of such Series after subtracting therefrom the excess, if any, of the cumulative amount (calculated in accordance with the terms of the related Supplement) of investor charge-offs for such Series as of the last day of the immediately preceding Due Period over the aggregate reimbursement of such investor charge-offs as of such last day.

“Series Allocable Defaulted Amount” shall mean, with respect to any Series and for any Due Period, the product of the Series Allocation Percentage and the Defaulted Amount with respect to such Due Period.

“Series Allocable Finance Charge Collections” shall mean, with respect to any Series and for any Due Period, the product of the Series Allocation Percentage and the amount of Collections of Finance Charge Receivables deposited in the Collection Account for such Due Period.

“Series Allocable Miscellaneous Payments” shall mean, with respect to any Series and for any Due Period, the product of the Series Allocation Percentage and the amount of Miscellaneous Payments for such Due Period.

“Series Allocable Principal Collections” shall mean, with respect to any Series and for any Due Period, the product of the Series Allocation Percentage and the amount of Collections of Principal Receivables deposited in the Collection Account for such Due Period.

“Series Allocation Percentage” shall mean, with respect to any Series and for any Due Period, the percentage equivalent of a fraction, the numerator of which is the Series Adjusted Invested Amount as of the last day of the immediately preceding Due Period and the denominator of which is the Trust Adjusted Invested Amount as of such last day.

“Series Enhancement” shall mean the rights and benefits provided to the Investor Certificateholders of any Series or Class pursuant to any letter of credit, surety bond, cash collateral account, spread account, guaranteed rate agreement, maturity liquidity facility, tax protection agreement, interest rate swap agreement or other similar arrangement. The subordination of any Series or Class to another Series or Class shall be deemed to be a Series Enhancement.

“Series Enhancer” shall mean the Person or Persons providing any Series Enhancement, other than the Investor Certificateholders of any Series or Class which is subordinated to another Series or Class.

“Series Issuance Date” shall mean, with respect to any Series, the date on which the Investor Certificates of such Series are to be originally issued in accordance with Section 6.03 and the related Supplement.

18

“Service Transfer” shall have the meaning specified in Section 10.01.

“Servicer” shall mean Citibank, in its capacity as Servicer pursuant to this Agreement, and, as the context requires, its predecessor as Servicer and, after any Service Transfer, the Successor Servicer.

“Servicer Default” shall have the meaning specified in Section 10.01.

“Servicer Interchange” shall mean, with respect to any Series and a specified Due Period, the amount, if any, determined in accordance with the related Supplement.

“Servicing Fee Rate” shall mean, with respect to any Series, the servicing fee rate, if any, specified in the related Supplement.

“Servicing Officer” shall mean any officer of the Servicer or an attorney-in-fact of the Servicer who in either case is involved in, or responsible for, the administration and servicing of the Receivables and whose name appears on a list of servicing officers furnished to the Trustee by the Servicer, as such list may from time to time be amended.

“Small Balances” shall have the meaning established in accordance with the Credit Card Guidelines.

“Standard & Poor’s” shall mean Standard & Poor’s Ratings Services or its successor.

“Successor Servicer” shall have the meaning specified in Section 10.02(a).

“Supplement” shall mean, with respect to any Series, a Supplement to this Agreement, executed and delivered in connection with the original issuance of the Investor Certificates of such Series pursuant to Section 6.03, and all amendments thereof and supplements thereto.

“Supplemental Certificate” shall have the meaning specified in Section 6.03.

“Tax Opinion” shall mean, with respect to any action, an Opinion of Counsel to the effect that, for Federal and South Dakota (and any other State where substantial servicing activities in respect of credit card accounts are conducted by any Additional Seller, or the Banks, if there is a substantial change from present servicing activities) state income and franchise tax purposes, (a) such action will not adversely affect the characterization of the Investor Certificates of any outstanding Series or Class as debt, (b) such action will not cause a taxable event to any Investor Certificateholder, (c) following such action the Trust will not be treated as an association (or publicly traded partnership) taxable as a corporation and (d) in the case of Section 6.03(b)(vi), the Investor Certificates of the new Series will properly be characterized as debt; provided that the opinions required by clauses (a) and (b) need not be given with respect to any Investor Certificates that, under the terms of the related Supplements, are not considered to be Investor Certificates for purposes of this definition and need not be given at all as long as the only Investor Certificates outstanding are Investor Certificates meeting that criteria.

“Termination Date” shall mean, with respect to any Series, the termination date specified in the related Supplement.

19

“Termination Notice” shall have the meaning specified in Section 10.01.

“Termination Proceeds” shall have the meaning specified in Section 12.02(c).

“Three-Month Average 60+-Day Delinquency Rate” shall mean, as of any date of determination, (a) the sum of the 60+-Day Delinquency Rates for the three Due Periods immediately preceding such date of determination divided by (b) three.

“Transfer Agent and Registrar” shall have the meaning specified in Section 6.04.

“Transfer Date” shall mean the Business Day immediately preceding each Distribution Date.

“Transfer Deposit Amount” shall mean, with respect to any Distribution Date, the amount, if any, deposited into the Collection Account on such Distribution Date in connection with the reassignment of an Ineligible Receivable pursuant to Section 2.05, 2.07(a) or 2.09(c) or the reassignment or assignment of a Receivable pursuant to Section 3.03.

“Transfer Restriction Event” shall have the meaning specified in Section 2.11.

“Transferred Account” shall mean each account into which an Account is transferred, provided that (i) such transfer is made in accordance with the Credit Card Guidelines and (ii) such account can be traced or identified as an account into which an Account has been transferred.

“Trust” shall mean the Citibank Credit Card Master Trust I (originally known as Standard Credit Card Master Trust I) created by the Prior Pooling and Servicing Agreement and continued by the Second Amended and Restated Pooling and Servicing Agreement and this Agreement.

“Trust Adjusted Invested Amount” shall mean, with respect to any Due Period, the aggregate Series Adjusted Invested Amounts for all outstanding Series for such Due Period.

“Trust Assets” shall have the meaning specified in Section 2.01.

“Trust Cut-Off Date” shall mean January 11, 1991.

“Trustee” shall mean Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), in its capacity as trustee on behalf of the Trust, or its successor in interest, or any successor trustee appointed as herein provided.

“UCC” shall mean the Uniform Commercial Code, as amended from time to time, as in effect in the State of South Dakota and in any other State where the filing of a financing statement is required to perfect the Trust’s interest in the Receivables and the proceeds thereof or in any other specified jurisdiction.

“Unallocated Principal Collections” shall have the meaning specified in Section 4.04.

“United States” shall mean the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction.

20

“United States Arbitration Act” shall mean the United States Arbitration Act of 1925, as amended.

“U.S. Alien” or “United States Alien” shall mean any corporation, partnership, individual or fiduciary that, as to the United States, and for United States income tax purposes, is (i) a foreign corporation, (ii) a foreign partnership one or more of the members of which is, as to the United States, a foreign corporation, a nonresident alien individual or a nonresident alien fiduciary of a foreign estate or trust, (iii) a nonresident alien individual or (iv) a nonresident alien fiduciary of a foreign estate or trust.

“U.S. person” or “United States person” shall mean a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States, or an estate or trust the income of which is subject to United States Federal income taxation regardless of its source.

“VISA” shall mean VISA U.S.A., Inc.

Section 1.02. Other Definitional Provisions. (a) With respect to any Series, all terms used herein and not otherwise defined herein shall have meanings ascribed to them in the related Supplement.

(b) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(c) As used in this Agreement and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Agreement or in any such certificate or other document, and accounting terms partly defined in this Agreement or in any such certificate or other document to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles or regulatory accounting principles, as applicable. To the extent that the definitions of accounting terms in this Agreement or in any such certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles or regulatory accounting principles, the definitions contained in this Agreement or in any such certificate or other document shall control.

(d) The agreements, representations and warranties of Citibank and any Additional Seller in this Agreement in each of their respective capacities as Sellers and Servicer shall be deemed to be the agreements, representations and warranties of Citibank and such Additional Seller solely in each such capacity for so long as Citibank and such Additional Seller act in each such capacity under this Agreement.

(e) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to this Agreement unless otherwise specified; and the term “including” means “including without limitation.”

21

ARTICLE II

CONVEYANCE OF RECEIVABLES

Section 2.01. Conveyance of Receivables. By execution of this Agreement, each of the Sellers does hereby sell, transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders, all its right, title and interest in, to and under the Receivables existing at the close of business on the Trust Cut-Off Date, in the case of Receivables arising in the Initial Accounts, and on each Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts, and in each case thereafter created from time to time until the termination of the Trust, all monies due or to become due and all amounts received with respect thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. Such property, together with all monies on deposit in the Collection Account, the Series Accounts, any Series Enhancement and the right to receive certain Interchange attributed to cardholder charges for merchandise and services in the Accounts shall constitute the assets of the Trust (the “Trust Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Servicer, Citibank, any Additional Seller, any other Account Owner or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems, VISA, MasterCard, American Express or insurers.

The Sellers agree to record and file, at their own expense, financing statements (and continuation statements when applicable) with respect to the Receivables now existing and hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the sale and assignment of the Receivables to the Trust, and to deliver a file stamped copy of each such financing statement or other evidence of such filing to the Trustee on or prior to the first Closing Date, in the case of Receivables arising in the Initial Accounts, and (if any additional filing is so necessary) the applicable Addition Date, in the case of Receivables arising in Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing or continuation statements or to make any other filing under the UCC in connection with such sale and assignment.

The Sellers further agree, at their own expense, (a) on or prior to (x) the first Closing Date, in the case of the Initial Accounts, (y) the applicable Addition Date, in the case of Additional Accounts, and (z) the applicable Removal Date, in the case of Removed Accounts, to indicate in the appropriate computer files that Receivables created in connection with the Accounts (other than Removed Accounts) have been conveyed to the Trust pursuant to this Agreement for the benefit of the Certificateholders and (b) on or prior to (x) the first Closing Date, in the case of the Initial Accounts, (y) the date that is ten Business Days after the applicable Addition Date, in the case of Lump Additions, and (z) the date that is 90 days after the applicable Addition Date, in the case of New Accounts, to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts (other than Removed Accounts) specifying for each such Account, as of the Trust Cut-Off Date, in the case of the Initial Accounts, and the applicable Additional Cut-Off Date, in the case of Additional Accounts, its account number and, other than in the case of New Accounts, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in

22

such Account. Such file or list, as supplemented from time to time to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement.

The parties hereto intend that each transfer of Receivables and other property to the Trust pursuant to this Agreement (including each Assignment) constitute a sale, and not a secured borrowing, including under generally accepted accounting principles in effect for reporting periods before November 15, 2009.

By executing this Agreement, the parties hereto do not intend to (i) cancel, release or in any way impair the conveyances made by (A) Citibank (South Dakota), National Association in its capacity as Seller under the Prior Pooling and Servicing Agreement, (B) Citibank (Nevada), National Association in its capacity as Seller under the Prior Pooling and Servicing Agreement or (C) Citibank, in its capacity as Seller under the Second Amended and Restated Pooling and Servicing Agreement or (ii) impair or negate the legal effect of [(A) the Prior Pooling and Servicing Agreement prior to the execution of the Second Amended and Restated Pooling and Servicing Agreement or (B)] the Second Amended and Restated Pooling and Servicing Agreement prior to the execution of this Agreement. Without limiting the foregoing, the parties hereto acknowledge and agree as follows:

(a) The Trust created under the Pooling and Servicing Agreement, dated as of May 29, 1991, between Citibank (South Dakota), National Association, Citibank (Nevada), National Association and the Trustee and maintained under the Prior Pooling and Servicing Agreement and the Second Amended and Restated Pooling and Servicing Agreement shall continue to exist and be maintained under this Agreement.

(b) The sale and assignment of Receivables and other Trust Assets from Citibank (South Dakota), National Association, as Seller, Citibank (Nevada), National Association, as Seller and Citibank, as Seller, in each case to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders, made prior to the date of this Agreement pursuant to the Prior Pooling and Servicing Agreement and/or the Second Amended and Restated Pooling and Servicing Agreement, as applicable, shall remain in full force and effect.

(c) Citibank hereby ratifies, confirms and continues all sales and assignments made and all security interests granted under the Prior Pooling and Servicing Agreement and/or the Second Amended and Restated Pooling and Servicing Agreement, as applicable, prior to the date of this Agreement.

(d) All series of investor certificates issued under the Prior Pooling and Servicing Agreement shall constitute Series issued and outstanding under this Agreement, and any supplement executed in connection with such series shall constitute a Supplement executed hereunder.

(e) This Agreement is intended to amend, restate and modify the Second Amended and Restated Pooling and Servicing Agreement in its entirety, and, from and after the Amendment Date, all references to the Prior Pooling and Servicing Agreement and/or Second Amended and Restated Pooling and Servicing Agreement in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to (i) Citibank (South Dakota), National Association or Citibank (Nevada), National

23

Association in its capacity as Seller of receivables and related assets under the Prior Pooling and Servicing Agreement shall, by operation of law as a result of the Bank Merger (and the merger of Citibank (Nevada), National Association into Citibank (South Dakota)), or (ii) Citibank in its capacity as Seller of receivables and related assets under the Second Amended and Restated Pooling and Servicing Agreement, shall, in each case, as applicable, continue to be deemed to be references to Citibank in its capacity as Seller of receivables and related assets hereunder.

(f) By operation of law as a result of the Bank Merger (and the merger of Citibank (Nevada), National Association into Citibank (South Dakota)), Citibank is obligated to perform all of the covenants and obligations of each of Citibank (South Dakota), National Association and Citibank (Nevada), National Association in its capacity as Seller under or in connection with the Prior Pooling and Servicing Agreement and any Supplements to the Prior Pooling and Servicing Agreement including its obligations under Section 7.04.

(g) This Agreement shall not constitute a novation and shall in no way adversely affect or impair the effectiveness of the sales and assignments or the priority of the liens granted by the Prior Pooling and Servicing Agreement or the Second Amended and Restated Pooling and Servicing Agreement, as applicable.

(h) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the Amendment Date, Citibank (South Dakota)’s (or, if applicable, Citibank (Nevada)’s) or Citibank’s taking of such action under the Prior Pooling and Servicing Agreement or the Second Amended and Restated Pooling and Servicing Agreement, as applicable, shall constitute satisfaction of such requirement.

Section 2.02. Acceptance by Trustee. (a) The Trustee hereby acknowledges its acceptance on behalf of the Trust of all right, title and interest to the property, now existing and hereafter created, conveyed to the Trust pursuant to Section 2.01 and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that, prior to or simultaneously with the execution and delivery of this Agreement, the Sellers delivered to the Trustee the computer file or microfiche list relating to the Initial Accounts described in the third paragraph of Section 2.01.

(b) The Trustee hereby agrees not to disclose to any Person any of the account numbers or other information contained in the computer files or microfiche lists marked as Schedule 1 delivered to the Trustee from time to time, except (i) to a Successor Servicer or as required by a Requirement of Law applicable to the Trustee, (ii) in connection with the performance of the Trustee’s duties hereunder or (iii) in enforcing the rights of Certificateholders. The Trustee agrees to take such measures as shall be reasonably requested by the Sellers to protect and maintain the security and confidentiality of such information and, in connection therewith, will allow the Sellers to inspect the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with notice five Business Days prior to any disclosure pursuant to this Section.

(c) The Trustee shall have no power to create, assume or incur indebtedness or other liabilities in the name of the Trust other than as contemplated in this Agreement.

24

Section 2.03. Representations and Warranties of the Sellers Relating to the Sellers. Each of the Sellers hereby represents and warrants to the Trust as of the Amendment Date and as of each Closing Date thereafter that:

(a) Organization and Good Standing. Such Seller is a national banking association or corporation validly existing under the laws of the jurisdiction of its organization or incorporation and has, in all material respects, full power and authority to own its properties and conduct its business as presently owned or conducted, and to execute, deliver and perform its obligations under this Agreement and each Supplement and, in the case of the Bank, to execute and deliver to the Trustee the Certificates.

(b) Due Qualification. Such Seller is duly qualified to do business and is in good standing as a foreign corporation (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would render any Credit Card Agreement relating to an Account or any Receivable unenforceable by such Seller or the Trust or would have a material adverse effect on the Investor Certificateholders; provided, however, that no representation or warranty is made with respect to any qualifications, licenses or approvals which the Trustee would have to obtain to do business in any jurisdiction in which the Trustee seeks to enforce directly any Account or any Receivable.

(c) Due Authorization. The execution and delivery of this Agreement and each Supplement by such Seller and, in the case of the Bank, the execution and delivery to the Trustee of the Certificates and the consummation by such Seller of the transactions provided for in this Agreement and each Supplement, have been duly authorized by such Seller by all necessary action on the part of such Seller.

(d) No Conflict. The execution and delivery by such Seller of this Agreement, each Supplement and, in the case of the Bank, the Certificates, the performance of the transactions contemplated by this Agreement and each Supplement and the fulfillment of the terms hereof and thereof applicable to such Seller, will not conflict with or violate any Requirements of Law applicable to such Seller or conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which such Seller is a party or by which it or its properties are bound.

(e) No Proceedings. There are no proceedings or investigations, pending or, to the best knowledge of such Seller, threatened against such Seller before any Governmental Authority (i) asserting the invalidity of this Agreement, any Supplement or the Certificates, (ii) seeking to prevent the issuance of any of the Certificates or the consummation of any of the transactions contemplated by this Agreement, any Supplement or the Certificates, (iii) seeking any determination or ruling that, in the reasonable judgment of such Seller, would materially and adversely affect the performance by such Seller of its obligations under this Agreement or any Supplement, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement, any Supplement or the Certificates or (v) seeking to affect adversely the income or franchise tax attributes of the Trust under the United States Federal or any State income or franchise tax systems.

25

(f) All Consents. All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by such Seller in connection with the execution and delivery by such Seller of this Agreement, each Supplement and, in the case of the Bank, the Certificates and the performance of the transactions contemplated by this Agreement and each Supplement by such Seller have been duly obtained, effected or given and are in full force and effect.

Section 2.04. Representations and Warranties of the Sellers Relating to the Agreement and any Supplement and the Receivables. (a) Representations and Warranties. Each of the Sellers hereby represents and warrants to the Trust as of the Amendment Date and, thereafter, as of the date of each Supplement, as of each Closing Date and, with respect to Additional Accounts, as of the related Addition Date, that:

(i) this Agreement, each Supplement and, in the case of Additional Accounts, the related Assignment, each constitutes a legal, valid and binding obligation of such Seller enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect;

(ii) as of the Amendment Date and, as of the related Addition Date with respect to Additional Accounts, Schedule 1 to this Agreement, as supplemented to such date, is an accurate and complete listing in all material respects of all the Accounts as of the Amendment Date or such Additional Cut-Off Date, as the case may be, and the information contained therein with respect to the identity of such Accounts and the Receivables existing thereunder is true and correct in all material respects as of the Amendment Date or such Additional Cut-Off Date, as the case may be;

(iii) each Receivable has been conveyed to the Trust free and clear of any Lien;

(iv) all authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by such Seller in connection with the conveyance of each Receivable to the Trust have been duly obtained, effected or given and are in full force and effect;

(v) either this Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of such Seller in the Receivables and the proceeds thereof or, if this Agreement or, in the case of Additional Accounts, the related Assignment does not constitute a sale of such property, it constitutes a grant of a first priority perfected “security interest” (as defined in the UCC) in such property to the Trust, which, in the case of existing Receivables and the proceeds thereof, is enforceable upon execution and delivery of this Agreement, or, with respect to then existing Receivables in Additional Accounts, as of the applicable Addition Date, and which will be enforceable with respect to such Receivables hereafter and thereafter created and the proceeds thereof upon such creation. Upon the filing of the financing statements and, in the case of Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected security or ownership interest in such property and proceeds;

26

(vi) except as otherwise expressly provided in this Agreement or any Supplement, neither the Sellers nor any Person claiming through or under the Sellers has any claim to or interest in the Collection Account, any Series Account or any Series Enhancement;

(vii) on the date of its designation under the Prior Pooling and Servicing Agreement, each Initial Account was an Eligible Account and, on the applicable Additional Cut-Off Date, each related Additional Account is an Eligible Account;

(viii) on the date on which the applicable Initial Account was designated under the Prior Pooling and Servicing Agreement, each Receivable then existing in such Initial Account was an Eligible Receivable and, on the applicable Additional Cut-Off Date, each Receivable contained in the related Additional Accounts is an Eligible Receivable;

(ix) as of the date of the creation of any new Receivable, such Receivable is an Eligible Receivable; and

(x) no selection procedures believed by such Seller to be adverse to the interests of the Investor Certificateholders have been used in selecting the Initial Accounts.

(b) Notice of Breach. The representations and warranties set forth in Section 2.03, this Section 2.04 and Section 2.09(e) shall survive the transfers and assignments of the Receivables to the Trust and the issuance of the Certificates. Upon discovery by any of the Sellers, the Servicer or the Trustee of a breach of any of the representations and warranties set forth in Section 2.03, this Section 2.04 or Section 2.09(e), the party discovering such breach shall give notice to the other parties and to each Series Enhancer within three Business Days following such discovery.

Section 2.05. Reassignment of Ineligible Receivables. (a) Reassignment of Receivables. In the event (i) any representation or warranty contained in Section 2.04(a)(ii), (iii), (iv), (vii), (viii) or (ix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and such breach has a material adverse effect on the Certificateholders’ Interest in any Receivable (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement), unless cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to by the Trustee) after the earlier to occur of the discovery thereof by the Sellers or receipt by the Sellers of notice thereof given by the Trustee, or (ii) it is so provided in Section 2.07(a) or 2.09(c)(iii) with respect to any Receivables, then the Sellers shall accept reassignment of the Certificateholders’ Interest in all Receivables in the related Account (“Ineligible Receivables”) on the terms and conditions set forth in paragraph (b) below.

(b) Price of Reassignment. The Servicer shall deduct the portion of the Ineligible Receivables reassigned to the Sellers which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Sellers’ Participation Amount, the Sellers’ Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series. In the event that, following the exclusion of such Principal Receivables from the calculation of the Sellers’ Participation Amount, the Sellers’ Participation Amount would be a negative number, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Period in which such reassignment obligation arises, the Sellers shall make a

27

deposit into the Collection Account in immediately available funds in an amount equal to the amount by which the Sellers’ Participation Amount would be below zero (up to the amount of such Principal Receivables). In the event that at the time of the reassignment of any such Ineligible Receivables to the Sellers the Invested Amount for any outstanding Series is less than the unpaid principal amount of the Investor Certificates of such Series, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Period in which such reassignment obligation arises, the Sellers will make a deposit into the Collection Account in immediately available funds in an amount equal to the lesser of (i) the excess of the portion of such Ineligible Receivables which are Principal Receivables over the amount to be deposited into the Collection Account pursuant to the immediately preceding sentence and (ii) the excess of the aggregate unpaid principal amount of all Investor Certificates over the aggregate Invested Amounts for all outstanding Series. Any amount deposited into the Collection Account in connection with the reassignment of an Ineligible Receivable shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement.

Upon reassignment of Ineligible Receivables, the Trustee, on behalf of the Trust, shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers or their designee, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible Receivables, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Sellers to effect the conveyance of such Ineligible Receivables pursuant to this Section. The obligation of the Sellers to accept reassignment of any Ineligible Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in this Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer, except as provided in Section 7.04.

Section 2.06. Reassignment of Certificateholders’ Interest in Trust Portfolio. In the event any representation or warranty set forth in Section 2.03(a) or (c) or Section 2.04(a)(i), (v) or (vi) is not true and correct in any material respect and such breach has a material adverse effect on the Certificateholders’ Interest in the Receivables or the availability of the proceeds thereof to the Trust (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement), then either the Trustee or the Holders of Investor Certificates evidencing not less than 50% of the aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders), may direct the Sellers to accept a reassignment of the Certificateholders’ Interest in the Receivables if such breach and any material adverse effect caused by such breach is not cured within 60 days of such notice (or within such longer period, not in excess of 150 days, as may be specified in such notice), and upon those conditions the Sellers shall be jointly and severally obligated to accept such reassignment on the terms set forth below.

The Sellers shall deposit in the Collection Account in immediately available funds not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Period in which such reassignment obligation arises, in payment for such reassignment, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. Notwithstanding anything to the contrary in this Agreement,

28

such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with Article IV and the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Sellers to accept a reassignment of the Certificateholders’ Interest in the Receivables as provided above, the obligation of the Sellers to accept such reassignment pursuant to this Section and to make the deposit required to be made to the Collection Account as provided in this paragraph shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section available to the Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer, except as provided in Section 7.04.

Section 2.07. Covenants of the Sellers. Each Seller hereby covenants that:

(a) Receivables Not To Be Evidenced by Promissory Notes. Except in connection with its enforcement or collection of an Account, such Seller will take no action to cause any Receivable to be evidenced by any instrument (as defined in the UCC) and if any Receivable is so evidenced it shall be deemed to be an Ineligible Receivable in accordance with Section 2.05(a) and shall be reassigned to the Sellers in accordance with Section 2.05(b).

(b) Security Interests. Except for the conveyances hereunder, such Seller will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on, any Receivable, whether now existing or hereafter created, or any interest therein, and such Seller shall defend the right, title and interest of the Trust in, to and under the Receivables, whether now existing or hereafter created, against all claims of third parties claiming through or under such Seller.

(c) Sellers’ Interest. Except for the conveyances hereunder, in connection with any transaction permitted by Section 7.02 and as provided in Section 6.03, such Seller agrees not to transfer, assign, exchange or otherwise convey or pledge, hypothecate or otherwise grant a security interest in the Sellers’ Interest represented by the Bank Certificate or any Supplemental Certificate and any such attempted transfer, assignment, exchange, conveyance, pledge, hypothecation or grant shall be void.

(d) Delivery of Collections. In the event that such Seller receives Collections or Recoveries, such Seller agrees to pay the Servicer all such Collections and Recoveries as soon as practicable after receipt thereof.

(e) Notice of Liens. Such Seller shall notify the Trustee and each Series Enhancer promptly after becoming aware of any Lien on any Receivable other than the conveyances hereunder and the conveyances under any Receivables Purchase Agreement.

Section 2.08. Covenants of Citibank, Additional Sellers, and Account Owners. Citibank, in its capacity as a Seller, each Additional Seller and each other Account Owner hereby covenants that:

(a) Periodic Rate Finance Charges. (i) Except (x) as otherwise required by any Requirements of Law or (y) as is deemed by Citibank or such Additional Seller or such other Account Owner to be necessary in order for it to maintain its credit card business on a competitive basis based on a good faith assessment by it of the nature of the

29

competition in the credit card business and only if the change giving rise to such reduction is made applicable to the comparable segment of revolving credit card accounts owned or serviced by it which have characteristics similar to the Accounts which are the subject of such change, it shall not at any time permit the Portfolio Yield to be less than the Average Rate and (ii) except as otherwise required by any Requirements of Law, it shall not permit the Portfolio Yield to be less than the highest Certificate Rate for any outstanding Series or Class.

(b) Credit Card Agreements and Guidelines. Subject to compliance with all Requirements of Law and paragraph (a) above, Citibank and such Additional Seller or such other Account Owner may change the terms and provisions of the Credit Card Agreements or the Credit Card Guidelines in any respect (including the calculation of the amount or the timing of charge-offs and the Periodic Rate Finance Charges to be assessed thereon) only if such change is made applicable to the comparable segment of revolving credit card accounts owned or serviced by it which have the same or substantially similar characteristics as the Accounts which are the subject of such change. Notwithstanding the foregoing, unless required by Requirements of Law or as permitted by Section 2.08(a), an Account Owner will take no action with respect to the applicable Credit Card Agreements or the applicable Credit Card Guidelines, which, at the time of such action, such Account Owner reasonably believes will have a material adverse effect on the Investor Certificateholders. No Seller will enter into any amendments to a Receivables Purchase Agreement or enter into a new Receivables Purchase Agreement unless the Rating Agency Condition has been satisfied.

(c) MasterCard, VISA and American Express. Citibank, such Additional Seller and such other Account Owner shall, to the extent applicable to Accounts owned or serviced by it, use its best efforts to remain, either directly or indirectly, a member in good standing of the MasterCard System, the VISA System, the American Express System and any other similar entity’s or organization’s system relating to any other type of revolving credit card accounts included as Accounts.

(d) Additional Accounts. Citibank and the Additional Sellers shall at all times ensure that they retain the ownership of the Receivables arising in, and the right to transfer to the Trust the Receivables arising in, Eligible Accounts which include Principal Receivables sufficient to enable Citibank and the Additional Sellers to meet the Sellers’ obligation to designate Additional Accounts in accordance with Section 2.09(a). In furtherance of the foregoing, Citibank agrees not to transfer, assign, exchange or otherwise pledge or convey any “VISA,” “MasterCard” or “American Express” revolving credit card account or the Receivables therein (other than any transfer, assignment, exchange, pledge or conveyance of Receivables to the Trust pursuant to this Agreement) if as a result of such pledge or conveyance, the principal receivables owned by the Sellers in such “VISA,” “MasterCard” or “American Express” revolving credit card accounts at such time would be reduced to less than $50,000,000.

(e) Interchange. On or prior to each Determination Date, the Sellers shall notify the Servicer of the amount of Interchange to be included as Collections of Finance Charge Receivables with respect to the preceding Due Period, which shall be equal to (i) the amount of Interchange paid or payable to Citibank with respect to such Due Period multiplied by a fraction, the numerator of which is the aggregate amount of cardholder

30

charges for goods and services in the Accounts maintained by Citibank with respect to such Due Period and the denominator of which is the aggregate amount of cardholder charges for goods and services in all the “MasterCard,” “VISA” and “American Express” revolving credit card accounts and all other types of revolving credit card accounts included as Accounts (except as otherwise provided in the Assignment with respect to any such other types of Accounts), in each case maintained by Citibank with respect to such Due Period and (ii) the amount of Interchange paid or payable to each Additional Seller or other Account Owner with respect to such Due Period calculated in the manner described in clause (i). Not later than 12:00 noon, New York City time, on each Distribution Date, the Sellers shall deposit into the Collection Account in immediately available funds the amount of Interchange to be so included as Collections of Finance Charge Receivables with respect to the preceding Due Period.

(f) Information Provided to Rating Agencies. The Sellers will use their best efforts to cause all information provided to any Rating Agency pursuant to this Agreement or in connection with any action required or permitted to be taken under this Agreement to be complete and accurate in all material respects.

(g) Enforcement of Receivables Purchase Agreements. In its capacity as a purchaser of Receivables or interests in Receivables under a Receivables Purchase Agreement, each Seller and Additional Seller will at all times enforce the covenants and agreements of the applicable Account Owner under such Receivables Purchase Agreement.

Section 2.09. Addition of Accounts. (a) Required Lump Additions. (i) If, as of the close of business on the last Business Day of any calendar week, (A) the total amount of Principal Receivables is less than the Required Minimum Principal Balance on such date, the Sellers shall on or prior to the close of business on the earlier of (x) the fortieth calendar day (or, if such day is not a Business Day, the next succeeding Business Day) following the last Business Day of such calendar week or (y) if any Series is in its Accumulation Period, amortization period or Early Amortization Period, the tenth Business Day following the last Business Day of the Due Period in which such calendar week occurs (in the case of (x) or (y), the “Required Designation Date”), or (B) the result obtained by multiplying (x) the Sellers’ Participation Amount by (y) the percentage equivalent of the portion of the Sellers’ Interest represented by the Bank Certificate (such result being the “Bank’s Interest”) is less than 2% of the total amount of Principal Receivables on such date, the Sellers shall on or prior to the close of business on the Required Designation Date, designate additional Eligible Accounts to be included as Accounts as of the Required Designation Date or any earlier date in a sufficient amount such that, after giving effect to such addition, the total amount of Principal Receivables as of the close of business on the Addition Date is at least equal to the Required Minimum Principal Balance on such date or the Bank’s Interest is not less than 2% of the total amount of Principal Receivables as of the close of business on the Addition Date, as the case may be. The failure of any condition set forth in paragraph (d) below shall not relieve the Sellers of their obligation pursuant to this paragraph; provided, however, that the failure of the Sellers to transfer Receivables to the Trust as provided in this paragraph solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement; provided further that any such failure will nevertheless result in the occurrence of an Amortization Event described in Section 9.01(e).

31

(ii) In lieu of, or in addition to, designating Additional Accounts pursuant to clause (i) above, the Sellers may, subject to the conditions specified in paragraph (d) below, convey to the Trust participations representing undivided interests in a pool of assets primarily consisting of revolving credit card accounts and collections thereon (“Participation Interests”). The addition of Participation Interests in the Trust pursuant to this paragraph (a) or paragraph (b) below shall be effected by an amendment hereto, dated the applicable Addition Date, pursuant to Section 13.01(a).

(b) Permitted Lump Additions. The Sellers may from time to time, at their sole discretion, subject to the conditions specified in paragraph (d) below, voluntarily designate additional Eligible Accounts to be included as Accounts or Participation Interests to be included as Trust Assets, in either case as of the applicable Additional Cut-Off Date.

(c) New Accounts. (i) The Sellers may from time to time, at their sole discretion, subject to and in compliance with the limitations specified in clause (ii) below and the conditions specified in paragraph (d) below, voluntarily designate newly originated Eligible Accounts to be included as Accounts. For purposes of this paragraph, Eligible Accounts shall be deemed to include only types of revolving credit card accounts which were included as Initial Accounts or which have previously been included in any Lump Addition if the Assignment related to such Lump Addition expressly provides that such type of revolving credit card account is permitted to be designated as a New Account.

(ii) The Sellers shall not be permitted to designate New Accounts pursuant to clause (i) above with respect to any of the three consecutive Due Periods commencing in January, April, July and October of each calendar year, commencing in July 1991, unless on or before the first Business Day of such three consecutive Due Periods, the Sellers shall have requested each Rating Agency to notify, and each Rating Agency shall have notified, the Sellers, the Servicer and the Trustee of the limitations, if any, to the right of the Sellers to designate New Accounts during such three consecutive Due Periods. Unless each Rating Agency otherwise consents, the number of New Accounts designated with respect to any such three consecutive Due Periods shall not exceed 15% of the number of Accounts as of the first day of the calendar year during which such Due Periods commence (or the Trust Cut-Off Date, in the case of 1991) and the number of New Accounts designated during any such calendar year shall not exceed 20% of the number of Accounts as of the first day of such calendar year (or the Trust Cut-Off Date, in the case of 1991).

(iii) On or before April 30, July 31, October 31 and January 31 of each calendar year, beginning with July 31, 1991, the Rating Agency Condition shall have been satisfied with respect to the addition of all New Accounts included as Accounts during the three consecutive Due Periods ending in the calendar months of March, June, September and December preceding such date; provided, that if no New Accounts were included as Accounts during any such period, no such Rating Agency Condition shall be imposed with respect to such period. On or before January 31 and July 31 of each calendar year (or, if the short-term rating of the Bank is not in one of the generic rating categories of each Rating Agency which signifies investment grade, on or before the last day of each calendar month), beginning with January 31, 1992, the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer an Opinion of Counsel, in accordance with Section 13.02(d), with respect to the New Accounts included as Accounts during the preceding six months; provided, that if no New Accounts were included as Accounts during the preceding six months, no such Opinion of Counsel need be delivered with

32

respect to such period. The failure of the Rating Agency Condition or of the Sellers to so deliver any such required Opinion of Counsel shall result in all Receivables arising in the New Accounts to which such failure relates to be deemed to be Ineligible Receivables in accordance with Section 2.05(a) and all such Receivables shall be reassigned to the Sellers in accordance with Section 2.05(b).

(d) Conditions to Addition. On the Addition Date with respect to any Additional Accounts or Participation Interests, the Trust shall purchase the Receivables in such Additional Accounts (and such Additional Accounts shall be deemed to be Accounts for purposes of this Agreement) or shall purchase such Participation Interests as of the close of business on the applicable Additional Cut-Off Date, subject to the satisfaction of the following conditions:

(i) in the case of Lump Additions, on or before the fifth Business Day immediately preceding the Addition Date, the Sellers shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) that the Additional Accounts or Participation Interests will be included and specifying the applicable Addition Date and Additional Cut-Off Date;

(ii) in the case of Additional Accounts, the Additional Accounts shall all be Eligible Accounts;

(iii) in the case of Additional Accounts, the Sellers shall have delivered to the Trustee copies of UCC-1 financing statements covering such Additional Accounts, if necessary to perfect the Trust’s interest in the Receivables arising therein;

(iv) in the case of Additional Accounts, to the extent required by Section 4.03, the Sellers shall have deposited in the Collection Account all Collections with respect to such Additional Accounts since the Additional Cut-Off Date;

(v) as of each of the Additional Cut-Off Date and the Addition Date, no Insolvency Event with respect to any of the Sellers or any applicable Account Owner shall have occurred nor shall the transfer of the Receivables arising in the Additional Accounts or of the Participation Interests to the Trust have been made in contemplation of the occurrence thereof;

(vi) in the case of Lump Additions, the Rating Agency Condition shall have been satisfied;

(vii) in the case of Lump Additions, the Sellers shall each have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officer, dated the Addition Date, confirming, to the extent applicable, the items set forth in clauses (ii) through (vi) above;

(viii) in the case of Lump Additions, the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer an Opinion of Counsel, dated the Addition Date, to the effect that addition of the Receivables arising in the Lump Addition Accounts or of the Participation Interests in the Trust will not result in the Trust being considered an “investment company” for purposes of the Investment Company Act;

33

(ix) the addition of the Receivables arising in the Additional Accounts or of the Participation Interests to the Trust will not result in the occurrence of an Amortization Event and, in the case of Lump Additions, the Sellers shall each have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officer, dated the Addition Date, stating that such Seller reasonably believes that the addition of the Receivables arising in the Additional Accounts or of the Participation Interests to the Trust will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future, and that, in the case of Participation Interests added pursuant to paragraph (a) above, such addition is no less favorable in any material respect to the interests of any Investor Certificateholder or any Series Enhancer than would be the addition of Lump Addition Accounts; and

(x) in the case of Lump Additions, the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer (A) an Opinion of Counsel, dated the Addition Date, in accordance with Section 13.02(d) and (B) other than in the case of a Lump Addition of Accounts pursuant to paragraph (a) (unless such Lump Addition includes a new type of Account), a Tax Opinion, dated the Addition Date, with respect to such Lump Addition.

(e) Representations and Warranties. Each of the Sellers hereby represents and warrants to the Trust as of the related Addition Date as to the matters set forth in paragraph (d)(v) and (ix) above and that, in the case of Additional Accounts, the list delivered pursuant to paragraph (g) below is, as of the applicable Additional Cut-Off Date, true and complete in all material respects.

(f) Additional Sellers. The Bank may designate Affiliates of the Bank to be included as Sellers (“Additional Sellers”) under this Agreement by an amendment hereto pursuant to Section 13.01(a) and each Additional Seller shall be issued a Supplemental Certificate pursuant to Section 6.03(c) reflecting such Additional Seller’s interest in the Sellers’ Interest; provided, however, that prior to any such designation and issuance the conditions set forth in Section 6.03(c) shall have been satisfied with respect thereto.

(g) Delivery of Documents. In the case of the designation of Additional Accounts, the Sellers shall deliver to the Trustee (i) the computer file or microfiche list required to be delivered pursuant to Section 2.01 with respect to such Additional Accounts on the date such file or list is required to be delivered pursuant to Section 2.01 (the “Document Delivery Date”) and (ii) a duly executed, written Assignment (including an acceptance by the Trustee for the benefit of the Certificateholders), substantially in the form of Exhibit B (the “Assignment”), on the Document Delivery Date. In addition, in the case of the designation of New Accounts, the Sellers shall deliver to the Trustee on the Document Delivery Date the certificates described in paragraph (d)(vii) and (ix) above with respect to such New Accounts.

Section 2.10. Removal of Accounts. (a) On any day of any Due Period the Sellers shall have the right to require the reassignment to them or their designee of all the Trust’s right, title and interest in, to and under the Receivables then existing and thereafter created, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof in or with respect to the Accounts designated by the Sellers, upon satisfaction of all the following conditions:

(i) on or before the fifth Business Day immediately preceding the Removal Date, the Sellers shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying the date for removal of the Removed Accounts (the “Removal Date”);

34

(ii) on or prior to the date that is ten Business Days after the Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its account number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account;

(iii) the Sellers shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects;

(iv) the Rating Agency Condition shall have been satisfied with respect to such removal;

(v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officer, dated the Removal Date, to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future;

(vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and

(vii) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effect.

Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver to the Sellers a written reassignment in substantially the form of Exhibit C (the “Reassignment”) and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers or their designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust in and to the Receivables arising in the Removed Accounts, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof.

35

(b) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions:

(i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and

(ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number.

Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.”

In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided herein.

Section 2.11. Account Allocations. In the event that any of the Sellers is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 or any order of any Governmental Authority (a “Transfer Restriction Event”), then, in any such event, (a) the Sellers and the Servicer agree (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections but for such Seller’s inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust by such Seller in the Trust on such date), (b) the Sellers and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such Seller’s inability to transfer Receivables to the Trust which are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and the terms of each Supplement. For the purpose of the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate

36

amount of Principal Receivables in the Trust as of the date of the occurrence of such event. If any of the Sellers or the Servicer is unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of each Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each Supplement.

Section 2.12. Dispute Resolution. (a) If any Receivable is subject to repurchase pursuant to Section 2.05(a)[(i)], of this Agreement, which repurchase is not resolved in accordance with the terms of this Agreement within 180 days after notice is delivered to the Seller as specified in any such Section, the party providing such notice (the “Requesting Party”) will have the right to refer the matter, at its discretion, to either third-party mediation (including nonbinding arbitration) or arbitration pursuant to this Section 2.12 and the Seller is hereby deemed to consent to the selected resolution method. At the end of the 180-day period described above, the Representing Party (as defined below) may provide notice informing the Requesting Party of the status of its request or, in the absence of any such notice, the Requesting Party may presume that its request remains unresolved. The Requesting Party will provide written notice of its intention to refer the matter to mediation or arbitration to the Seller (in such capacity, the “Representing Party”) within 30 calendar days following such 180th day. The Seller agrees to participate in the resolution method selected by the Requesting Party.

(b) If the Requesting Party selects mediation as the resolution method, the following provisions will apply:

(i) The mediation will be administered by the American Arbitration Association (the “AAA”) pursuant to its Commercial Arbitration Rules and Mediation Procedures in effect on the date of this Agreement (the “Rules”); provided, that if any of the Rules are inconsistent with the procedures for the mediation or arbitration stated in this Agreement or the Series 2000 Supplement, the procedures in such applicable document will control.

(ii) The mediator must be a Qualified Dispute Resolution Professional. Upon being supplied a list, by the AAA, of at least ten potential mediators that are each Qualified Dispute Resolution Professionals, each of the Requesting Party and the Representing Party will have the right to exercise two peremptory challenges within 14 days and to rank the remaining potential mediators in order of preference. The AAA will select the mediator from the remaining potential mediators on the list respecting the preference choices of the parties to the extent possible.

(iii) Each of the Requesting Party and the Representing Party will use commercially reasonable efforts to begin the mediation within [                    ] Business Days of the selection of the mediator and to conclude the mediation within [                    ] days of the start of the mediation.

37

(iv) The fees and expenses of the mediation will be allocated as mutually agreed by the Requesting Party and the Representing Party as part of the mediation.

(v) A failure by the Requesting Party and the Representing Party to resolve a disputed matter through mediation shall not preclude either party from seeking a resolution of such matter through the initiation of a judicial proceeding in a court of competent jurisdiction, subject to Section 2.12(d) below.

(c) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply:

(i) The arbitration will be held in accordance with the United States Arbitration Act, notwithstanding any choice of law provision in this Agreement, and under the auspices of the AAA and in accordance with the Rules.

(ii) If the repurchase request specified in Section 2.12(a) involves the repurchase of an aggregate amount of Receivables of less than 5% of the total Principal Receivables in the Trust as of the date of such repurchase request, a single arbitrator will be used. That arbitrator must be a Qualified Dispute Resolution Professional. Upon being supplied a list of at least ten potential arbitrators that are each Qualified Dispute Resolutions Professionals by the AAA, each of the Requesting Party and the Representing Party will have the right to exercise two peremptory challenges within 14 days and to rank the remaining potential arbitrators in order of preference. The AAA will select the arbitrator from the remaining potential arbitrators on the list respecting the preference choices of the parties to the extent possible.

(iii) If the repurchase request specified in Section 2.12(a) involves the repurchase of an aggregate amount of Receivables equal to or in excess of 5% of the total Principal Receivables in the Trust as of the date of such repurchase request, a three-arbitrator panel will be used. The arbitral panel will consist of three Qualified Dispute Resolution Professionals, (A) one to be appointed by the Requesting Party within five Business Days of providing notice to the Representing Party of its selection of arbitration, (B) one to be appointed by the Representing Party within five Business Days of the Requesting Party’s appointment of an arbitrator, and (C) the third, who will preside over the arbitral panel, to be chosen by the two party-appointed arbitrators within five Business Days of the Representing Party’s appointment. If any party fails to appoint an arbitrator or the two party-appointed arbitrators fail to appoint the third within the relevant time periods, then the appointments will be made by the AAA pursuant to the Rules.

(iv) Each arbitrator selected for any arbitration will abide by the Code of Ethics for Arbitrators in Commercial Disputes in effect as of the date of this Agreement. Prior to accepting an appointment, each arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. Any arbitrator selected may be removed by the AAA for cause consisting of actual bias, conflict of interest or other serious potential for conflict.

38

(v) The Requesting Party and the Representing Party each agree that it is their intention that after consulting with the parties, the arbitrator or arbitral panel, as applicable, will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within 30 days after appointment of the arbitrator or arbitral panel, as applicable. The arbitrator or the arbitral panel, as applicable, will have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with New York law then in effect (including prehearing and post hearing motions), and will do so on the motion of any party to the arbitration. Notwithstanding any other discovery that may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration will be limited to the following discovery in the arbitration:

(A) Consistent with the expedited nature of arbitration, the Requesting Party and the Representing Party will, upon the written request of the other party, promptly provide the other with copies of documents relevant to the issues raised by any claim or counterclaim on which the producing party may rely in support of or in opposition to the claim or defense.

(B) At the request of a party, the arbitrator or arbitral panel, as applicable, shall have the discretion to order examination by deposition of witnesses to the extent the arbitrator or arbitral panel deems such additional discovery relevant and appropriate. Depositions shall be limited to a maximum of three (3) per party and shall be held within thirty (30) calendar days of the making of a request. Additional depositions may be scheduled only with the permission of the arbitrator or arbitral panel, and for good cause shown. Each deposition shall be limited to a maximum of three (3) hours’ duration. All objections are reserved for the arbitration hearing except for objections based on privilege and proprietary or confidential information.

(C) Any dispute regarding discovery, or the relevance or scope thereof, shall be determined by the arbitrator or arbitral panel, which determination shall be conclusive.

(D) All discovery shall be completed within sixty (60) calendar days following the appointment of the arbitrator or the arbitral panel, as applicable; provided, that the arbitrator or the arbitral panel, as applicable, will have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitrator or the arbitral panel, as applicable, determines good cause is shown that such additional discovery is reasonable and necessary.

(vi) The Requesting Party and the Representing Party each agree that it is their intention that the arbitrator or the arbitral panel, as applicable, will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator or the arbitral panel, as applicable, will not have the power to award punitive damages or consequential damages in any arbitration conducted. The Requesting Party and the Representing Party each agree that it is their intention that in its final determination, the arbitrator or the arbitral panel, as applicable, will determine and award the costs of the arbitration (including the fees of the arbitrator or the arbitral panel, as applicable, cost of any record or transcript of the

39

arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator or the arbitral panel, as applicable, in its reasonable discretion. The determination of the arbitrator or the arbitral panel, as applicable, must be consistent with the provisions of this Agreement, including Section 7.01 and Section 13.11, and will be in writing and counterpart copies will be promptly delivered to the parties. The determination of the arbitrator or the arbitral panel, as applicable, may be reconsidered once by the arbitrator or the arbitral panel, as applicable, upon the motion and at the expense of either party. Following that single reconsideration, the determination of the arbitrator or the arbitral panel, as applicable, will be final and non-appealable and may be entered in and may be enforced in, any court of competent jurisdiction.

(vii) By selecting arbitration, the Requesting Party is giving up the right to sue in court, including the right to a trial by jury.

(viii) No Person may bring a putative or certified class action to arbitration.

(d) The following provisions will apply to both mediations and arbitrations:

(i) Any mediation or arbitration will be held in New York, New York.

(ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional or ancillary relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law.

(iii) The details and/or existence of any unfulfilled repurchase request specified in Section 2.12(a) above, any informal meetings, mediations or arbitration proceedings, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to informally resolve an unfulfilled repurchase request, and any discovery taken in connection with any arbitration, will be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding; provided, however, that any discovery taken in any arbitration will be admissible in that particular arbitration. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with the related resolution procedure), except as otherwise required by law, regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for such confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its confidential information. Notwithstanding anything in this Section 2.12 to the contrary, any discovery taken in connection with any arbitration pursuant to Section 2.12(c) above will be admissible in such arbitration.

40

ARTICLE III

ADMINISTRATION AND SERVICING

OF RECEIVABLES

Section 3.01. Acceptance of Appointment and Other Matters Relating to the Servicer. (a) Citibank agrees to act as the Servicer under this Agreement and the Certificateholders by their acceptance of Certificates consent to Citibank acting as Servicer.

(b) The Servicer shall service and administer the Receivables, shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing credit card receivables comparable to the Receivables and in accordance with the Credit Card Guidelines. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.01 and provided Citibank is the Servicer and the Collection Account is maintained with Citibank, the Servicer or its designee is hereby authorized and empowered (i) to make withdrawals and payments or to instruct the Trustee to make withdrawals and payments from the Collection Account and any Series Account, as set forth in this Agreement or any Supplement, and (ii) to take any action required or permitted under any Series Enhancement, as set forth in this Agreement or any Supplement. Without limiting the generality of the foregoing and subject to Section 10.01, the Servicer or its designee is hereby authorized and empowered to make any filings, reports, notices, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any state or foreign securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal, state or foreign securities laws or reporting requirements. The Trustee shall furnish the Servicer with any documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder.

(c) The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card receivables.

(d) The Servicer shall comply with and perform its servicing obligations with respect to the Accounts and Receivables in accordance with the Credit Card Agreements relating to the Accounts and the Credit Card Guidelines and all applicable rules and regulations of VISA, MasterCard, American Express and any other similar entity or organization relating to any other type of revolving credit card accounts included as Accounts, except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Investor Certificateholders.

(e) The Servicer shall pay out of its own funds, without reimbursement, all expenses incurred in connection with the Trust and the servicing activities hereunder including expenses related to enforcement of the Receivables, fees and disbursements of the Trustee (including the reasonable fees and expenses of its counsel) and independent accountants and all other fees and expenses, including the costs of filing UCC continuation statements and the costs and expenses relating to obtaining and maintaining the listing of any Investor Certificates on any stock exchange, that are not expressly stated in this Agreement to be payable by the Trust or the Sellers (other than Federal, state, local and foreign income and franchise taxes, if any, or any interest or penalties with respect thereto, assessed on the Trust).

41

(f) The Servicer agrees that upon a request by the Sellers or the Trustee it will use its best efforts to obtain and maintain the listing of the Investor Certificates of any Series or Class on any specified securities exchange. If any such request is made, the Servicer shall give notice to the Sellers and the Trustee on the date on which such Investor Certificates are approved for such listing and within three Business Days following receipt of notice by the Servicer of any actual, proposed or contemplated delisting of such Investor Certificates by any such securities exchange. The Trustee or the Servicer, each in its sole discretion, may terminate any listing on any such securities exchange at any time subject to the notice requirements set forth in the preceding sentence.

(g) This Agreement is intended to amend, restate and modify the Second Amended and Restated Pooling and Servicing Agreement in its entirety, and, from and after the Amendment Date, all references to the Prior Pooling and Servicing Agreement and/or the Second Amended and Restated Pooling and Servicing Agreement in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Citibank (South Dakota), National Association in its capacity as Servicer of receivables and related assets under the Prior Pooling and Servicing Agreement shall, by operation of law as a result of the Bank Merger, be references to Citibank in its capacity as Servicer of receivables and related assets hereunder. All references in such instruments or document to Citibank in its capacity as Servicer or receivable and related assets under the Second Amended and Restated Pooling and Servicing Agreement shall be references to Citibank in its capacity as Servicer of receivables and related assets hereunder.

(h) By operation of law as a result of the Bank Merger, Citibank is obligated to perform all of the obligations of Citibank (South Dakota), National Association, in its capacity as Servicer, under or in connection with the Prior Pooling and Servicing Agreement and any Supplement to the Prior Pooling and Servicing Agreement.

Section 3.02. Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for any expense incurred by it in connection therewith, the Servicer shall be entitled to receive the Servicing Fee specified in any Supplement.

Section 3.03. Representations, Warranties and Covenants of the Servicer. Citibank, as initial Servicer, hereby makes, and any Successor Servicer by its appointment hereunder shall make, on each Closing Date (and on the date of any such appointment), the following representations, warranties and covenants:

(a) Organization and Good Standing. The Servicer is a national banking association or corporation validly existing under the applicable law of the jurisdiction of its organization or incorporation and has, in all material respects, full power and authority to own its properties and conduct its credit card business as presently owned or conducted, and to execute, deliver and perform its obligations under this Agreement and each Supplement.

(b) Due Qualification. The Servicer is duly qualified to do business and is in good standing as a foreign corporation (or is exempt from such requirements) and has

42

obtained all necessary licenses and approvals in each jurisdiction in which the servicing of the Receivables as required by this Agreement requires such qualification except where the failure to so qualify or obtain licenses or approvals would not have a material adverse affect on its ability to perform its obligations as Servicer under this Agreement.

(c) Due Authorization. The execution, delivery, and performance of this Agreement and each Supplement, and the other agreements and instruments executed or to be executed by the Servicer as contemplated hereby, have been duly authorized by the Servicer by all necessary action on the part of the Servicer.

(d) Binding Obligation. This Agreement and each Supplement constitutes a legal, valid and binding obligation of the Servicer, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect.

(e) No Conflict. The execution and delivery of this Agreement and each Supplement by the Servicer, and the performance of the transactions contemplated by this Agreement and each Supplement and the fulfillment of the terms hereof and thereof applicable to the Servicer, will not conflict with or violate any Requirements of Law applicable to the Servicer or conflict with, violate or result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which the Servicer is a party or by which it or its properties are bound.

(f) No Proceedings. There are no proceedings or investigations pending or, to the best knowledge of the Servicer, threatened against the Servicer before any Governmental Authority seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any Supplement or seeking any determination or ruling that, in the reasonable judgment of the Servicer, would materially and adversely affect the performance by the Servicer of its obligations under this Agreement or any Supplement.

(g) Compliance with Requirements of Law. The Servicer shall duly satisfy all obligations on its part to be fulfilled under or in connection with each Receivable and the related Account, will maintain in effect all qualifications required under Requirements of Law in order to service properly each Receivable and the related Account and will comply in all material respects with all other Requirements of Law in connection with servicing each Receivable and the related Account the failure to comply with which would have a material adverse effect on the Investor Certificateholders or any Series Enhancer.

(h) No Rescission or Cancellation. The Servicer shall not permit any rescission or cancellation of any Receivable except in accordance with the Credit Card Guidelines or as ordered by a court of competent jurisdiction or other Governmental Authority.

(i) Protection of Certificateholders’ Rights. The Servicer shall take no action which, nor omit to take any action the omission of which, would impair the rights of Certificateholders in any Receivable or the related Account or the rights of any Series Enhancer, nor shall it reschedule, revise or defer payments due on any Receivable except in accordance with the Credit Card Guidelines.

43

(j) Receivables Not To Be Evidenced by Promissory Notes. Except in connection with its enforcement or collection of an Account, the Servicer will take no action to cause any Receivable to be evidenced by any instrument (as defined in the UCC) and if any Receivable is so evidenced it shall be reassigned or assigned to the Servicer as provided in this Section.

(k) All Consents. All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Servicer in connection with the execution and delivery of this Agreement and each Supplement by the Servicer and the performance of the transactions contemplated by this Agreement and each Supplement by the Servicer, have been duly obtained, effected or given and are in full force and effect.

In the event (x) any of the representations, warranties or covenants of the Servicer contained in paragraph (g), (h) or (i) with respect to any Receivable or the related Account is breached, and such breach has a material adverse effect on the Certificateholders’ Interest in such Receivable (which determination shall be made without regard to whether funds are then available to any Investor Certificateholders pursuant to any Series Enhancement) and is not cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to by the Trustee) of the earlier to occur of the discovery of such event by the Servicer, or receipt by the Servicer of notice of such event given by the Trustee, or (y) as provided in paragraph (j) with respect to any Receivable, all Receivables in the Account or Accounts to which such event relates shall be reassigned or assigned to the Servicer on the terms and conditions set forth below.

If Citibank is the Servicer, such reassignment or assignment shall be accomplished in the manner set forth in Section 2.05(b) as if the reassigned or assigned Receivables were Ineligible Receivables (including the requirement, if applicable, to reduce the Sellers’ Participation Amount and the Sellers’ Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series and to make deposits into the Collection Account) and any amounts deposited into the Collection Account in connection with such reassignment or assignment pursuant to this Section shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. If Citibank is not the Servicer, the Servicer shall effect such assignment by making a deposit into the Collection Account in immediately available funds on the Transfer Date following the Due Period in which such assignment obligation arises in an amount equal to the amount of such Receivables.

Upon each such reassignment or assignment to the Servicer, the Trustee, on behalf of the Trust, shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Servicer or its designee, without recourse, representation or warranty, all right, title and interest of the Trust in and to such Receivables, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall be reasonably requested by the Servicer to effect the conveyance of any such Receivables pursuant to this Section. The obligation of the Servicer to accept reassignment or assignment of such Receivables, and to make the deposits, if any, required to be made to the

44

Collection Account as provided in the preceding paragraph, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders (or the Trustee on behalf of Certificateholders) or any Series Enhancer, except as provided in Section 8.04.

Section 3.04. Reports and Records for the Trustee. (a) Daily Records. On each Business Day, the Servicer shall make or cause to be made available at the office of the Servicer for inspection by the Trustee upon request a record setting forth (i) the Collections in respect of Principal Receivables and in respect of Finance Charge Receivables processed by the Servicer on the second preceding Business Day in respect of each Account and (ii) the amount of Receivables as of the close of business on the second preceding Business Day in each Account. The Servicer shall, at all times, maintain its computer files with respect to the Accounts in such a manner so that the Accounts may be specifically identified and shall make available to the Trustee at the office of the Servicer on any Business Day any computer programs necessary to make such identification.

(b) Monthly Servicer’s Certificate. On or about the 15^th day of each month but in no event later than the 15^th calendar day after each Distribution Date, the Servicer shall, with respect to each outstanding Series, deliver to the Trustee, the Paying Agent, each Rating Agency and each Series Enhancer a certificate of a Servicing Officer in substantially the form set forth in the related Supplement.

Section 3.05. Annual Certificate of Servicer. The Servicer shall deliver to the Trustee, each Rating Agency and each Series Enhancer on or before March 31 of each calendar year, beginning with March 31, 1992, an Officer’s Certificate substantially in the form of Exhibit D.

Section 3.06. Annual Servicing Report of Independent Public Accountants; Copies of Reports Available. (a) On or before March 31 of each calendar year, beginning with March 31, 1992, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Sellers) to furnish a report (addressed to the Trustee) to the Trustee, the Servicer, each Rating Agency and each Series Enhancer to the effect that they have examined certain documents and records relating to the servicing of Accounts under this Agreement and each Supplement, compared the information contained in the Servicer’s certificates delivered pursuant to Section 3.04(b) during the period covered by such report with such documents and records and that, on the basis of such examination, such accountants are of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Article III, Article IV and Section 8.08 of this Agreement and the applicable provisions of each Supplement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement.

(b) On or before March 31 of each calendar year, beginning with March 31, 1992, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or Sellers) to furnish a report to the Trustee, the Servicer, each Rating Agency and each Series Enhancer to the effect that they have compared the mathematical calculations of each amount set forth in the Servicer’s certificates delivered pursuant to Section 3.04(b) during the period covered by such report with the Servicer’s computer reports which were the source of such amounts and that on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement.

45

(c) A copy of each certificate and report provided pursuant to Section 3.04(b), Section 3.05 or Section 3.06 may be obtained by any Investor Certificateholder or Certificate Owner by a request to the Trustee addressed to the Corporate Trust Office.

Section 3.07. Tax Treatment. Notwithstanding anything in this Agreement to the contrary, the Sellers have entered into this Agreement, and the Certificates will be issued, with the intention that, for Federal, state and local income and franchise tax purposes only, the Investor Certificates will qualify as indebtedness of the Sellers secured by the Receivables. The Sellers, by entering into this Agreement, and each Certificateholder, by the acceptance of its Certificate (and each Certificate Owner, by its acceptance of an interest in the applicable Certificate), agree to treat the Investor Certificates for Federal, state and local income and franchise tax purposes as indebtedness of the Sellers.

Section 3.08. Notices to Citibank. In the event that Citibank is no longer acting as Servicer, any Successor Servicer shall deliver to Citibank each certificate and report required to be provided thereafter pursuant to Section 3.04(b), Section 3.05 or Section 3.06.

Section 3.09. Adjustments. (a) If the Servicer adjusts downward the amount of any Receivable because of a rebate, refund, unauthorized charge or billing error to a cardholder, because such Receivable was created in respect of merchandise which was refused or returned by a cardholder, or because the Servicer charges off as uncollectible Small Balances, or if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or charging off such amount as uncollectible, then, in any such case, the amount of Principal Receivables used to calculate the Sellers’ Participation Amount, the Sellers’ Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series will be reduced by the amount of the adjustment. Similarly, the amount of Principal Receivables used to calculate the Sellers’ Participation Amount, the Sellers’ Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series will be reduced by the amount of any Receivable which was discovered as having been created through a fraudulent or counterfeit charge or with respect to which the covenant contained in Section 2.07(b) was breached. Any adjustment required pursuant to either of the two preceding sentences shall be made on or prior to the end of the Due Period in which such adjustment obligation arises. In the event that, following the exclusion of such Principal Receivables from the calculation of the Sellers’ Participation Amount, the Sellers’ Participation Amount would be a negative number, not later than 12:00 noon, New York City time, on the Distribution Date following the Due Period in which such adjustment obligation arises, the Sellers shall make a deposit into the Collection Account in immediately available funds in an amount equal to the amount by which the Sellers’ Participation Amount would be below zero (up to the amount of such Principal Receivables). In the event that at the time of the adjustment of any Receivable the Invested Amount for any outstanding Series is less than the unpaid principal amount of the Investor Certificates of such Series, not later than 12:00 noon, New York City time, on the Distribution Date following the Due Period in which such adjustment obligation arises, the Sellers will make a deposit into the Collection Account in immediately available funds in an amount equal to the lesser of (i) the excess of the portion of such adjusted Receivable which is a Principal Receivable over the amount to be deposited into the Collection Account pursuant to the immediately preceding sentence and (ii) the excess of the aggregate unpaid principal amount of all Investor Certificates over the aggregate Invested Amounts for all outstanding Series. Any amount deposited into the Collection Account in connection with the adjustment of a Receivable shall be considered an Adjustment Payment and shall be applied in accordance with Article IV and the terms of each Supplement.

46

(b) If (i) the Servicer makes a deposit into the Collection Account in respect of a Collection of a Receivable and such Collection was received by the Servicer in the form of a check which is not honored for any reason or (ii) the Servicer makes a mistake with respect to the amount of any Collection and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check or mistake. Any Receivable in respect of which a dishonored check is received shall be deemed not to have been paid. Notwithstanding the first two sentences of this paragraph, no adjustments shall be made pursuant to this paragraph that will change any amount previously reported pursuant to Section 3.04(b).

Section 3.10. Reporting Request to Communicate. With respect to any Due Period in which the Servicer or the Seller receives a request from any Certificate Owner to communicate with another Certificate Owner, the Servicer or the Seller, as applicable, shall include the following information in the related distribution report on Form 10-D:

(i) the name of the Certificate Owner making such request;

(ii) the date the Servicer or the Seller, as applicable, received such request;

(iii) a statement to the effect that the Servicer or the Seller, as applicable, has received a request from such Certificate Owner stating that it is interested in communicating with other such Certificate Owners with regard to the possible exercise of rights under this Agreement and the other transaction documents; and

(iv) a description of the method other such Certificate Owners may use to contact the requesting Certificate Owner;

provided, however, that prior to disclosing the information listed above on Form 10-D, the Servicer or the Seller, as applicable, shall be entitled to verify the identity of such requesting Certificate Owner by requiring it to provide written certification that it is such a Certificate Owner and one other form of documentation, such as a trade confirmation, an account statement, a letter from such Certificate Owner’s broker or dealer, or another similar document.

ARTICLE IV

RIGHTS OF CERTIFICATEHOLDERS AND

ALLOCATION AND APPLICATION OF COLLECTIONS

Section 4.01. Rights of Certificateholders. The Investor Certificates shall represent fractional undivided interests in the Trust, which, with respect to each Series, shall consist of the right to receive, to the extent necessary to make the required payments with respect to the Investor Certificates of such Series at the times and in the amounts specified in the related Supplement, the portion of Collections allocable to Investor Certificateholders of such Series pursuant to this Agreement and such Supplement, funds on deposit in the Collection Account

47

allocable to Certificateholders of such Series pursuant to this Agreement and such Supplement, funds on deposit in any related Series Account and funds available pursuant to any related Series Enhancement (collectively, with respect to all Series, the “Certificateholders’ Interest”), it being understood that the Investor Certificates of any Series or Class shall not represent any interest in any Series Account or Series Enhancement for the benefit of any other Series or Class. The Sellers’ Certificate shall represent the ownership interest in the remainder of the Trust Assets not allocated pursuant to this Agreement or any Supplement to the Investor Certificateholders’ Interest, including the right to receive Collections with respect to the Receivables and other amounts at the times and in the amounts specified in any Supplement to be paid to the Seller on behalf of all holders of the Sellers’ Certificate (the “Sellers’ Interest”); provided, however, that the Sellers’ Certificate shall not represent any interest in the Collection Account, any Series Account or any Series Enhancement, except as specifically provided in this Agreement or any Supplement.

Section 4.02. Establishment of Collection Account. The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “Collection Account”). The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, the Collection Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Collection Account meeting the conditions specified above, transfer any cash and/or any investments to such new Collection Account and from the date such new Collection Account is established, it shall be the “Collection Account.”

Unless otherwise agreed by each Rating Agency, if at any time neither Citibank nor any other affiliate of Citigroup Inc. is the Servicer, the Collection Account will be moved from Citibank if then maintained there.

Funds on deposit in the Collection Account (other than investment earnings and amounts deposited pursuant to Sections 2.06, 9.02, 10.01 or 12.02) shall at the direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders. Investments of funds representing Collections collected during any Due Period shall be invested in Eligible Investments that will mature so that funds will be available at the close of business on the Transfer Date following such Due Period in amounts sufficient to make the required distributions on the following Distribution Date. Funds deposited in the Collection Account on a Transfer Date with respect to the next following Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be paid to the Sellers, except as otherwise specified in any Supplement.

48

Section 4.03. Collections and Allocations. (a) The Servicer will apply or will instruct the Trustee to apply all funds on deposit in the Collection Account as described in this Article IV and in each Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing. Subject to the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as Citibank remains the Servicer and maintains a certificate of deposit rating of A-1 or better by Standard & Poor’s and P-1 by Moody’s, and for five Business Days following any reduction or withdrawal of either such rating, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 12:00 noon, New York City time, on the Distribution Date. Subject to the first proviso in Section 4.04, but notwithstanding anything else in this Agreement to the contrary, with respect to any Due Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account.

(b) Collections of Finance Charge Receivables and Principal Receivables and Defaulted Receivables and Miscellaneous Payments will be allocated to each Series on the basis of such Series’ Series Allocable Finance Charge Collections, Series Allocable Principal Collections, Series Allocable Defaulted Amount and Series Allocable Miscellaneous Payments and amounts so allocated to any Series will not, except as specified in the related Supplement, be available to the Investor Certificateholders of any other Series. Allocations thereof between the Certificateholders’ Interest and the Sellers’ Interest, among the Series in any Group and among the Classes in any Series shall be set forth in the related Supplement or Supplements.

Section 4.04. Unallocated Principal Collections. On each Distribution Date, (a) the Servicer shall allocate Excess Principal Collections (as described below) to each Series as set forth in the related Supplement and (b) the Servicer shall withdraw from the Collection Account and pay to the Sellers (i) an amount equal to the excess, if any, of (x) the aggregate amount for all outstanding Series of Collections of Principal Receivables which the related Supplements specify are to be treated as “Excess Principal Collections” for such Distribution Date over (y) the aggregate amount for all outstanding Series which the related Supplements specify are “Principal Shortfalls” for such Distribution Date and, without duplication, (ii) the aggregate amount for all outstanding Series of that portion of Series Allocable Principal Collections which the related Supplements specify are to be allocated and paid to the Sellers with respect to such Distribution Date; provided, however, that, in the case of clauses (i) and (ii), such amounts shall be paid to the Sellers only if the Sellers’ Participation Amount for such Distribution Date (determined after giving effect to any Principal Receivables transferred to the Trust on such date) exceeds zero. The amount held in the Collection Account as a result of the proviso in the preceding sentence (“Unallocated Principal Collections”) shall be paid to the Sellers at the time the Sellers’ Participation Amount exceeds zero; provided, however, that any Unallocated Principal Collections on deposit in the Collection Account at any time during which any Series is in its

49

Accumulation Period, amortization period or Early Amortization Period shall be deemed to be “Miscellaneous Payments” and shall be allocated and distributed in accordance with Section 4.03 and the terms of each Supplement.

Section 4.05. Additional Withdrawals from the Collection Account. On or before the Determination Date with respect to any Due Period, the Servicer shall determine the amounts payable to any Account Owner with respect to such Due Period under the applicable Receivables Purchase Agreement, if any, in respect of amounts on deposit in the Collection Account that were not transferred to the Trust hereunder, and the Servicer shall withdraw such amounts from the Collection Account and pay such amounts to such Account Owner. Amounts paid by or on behalf of any Obligor with respect to any Account will be attributed first to Excluded Receivables to the extent applicable to such Account, and then to Receivables.

ARTICLE V

DISTRIBUTIONS AND REPORTS TO

CERTIFICATEHOLDERS

Distributions shall be made to, and reports shall be provided to, Certificateholders as set forth in the applicable Supplement.

ARTICLE VI

THE CERTIFICATES

Section 6.01. The Certificates. The Investor Certificates of any Series or Class shall be issued in fully registered form (“Registered Certificates”) and shall be substantially in the form of the exhibits with respect thereto attached to the applicable Supplement. Prior to the date hereof, the Bank Certificate was issued in registered form, substantially in the form of Exhibit A, and upon issue, was executed and delivered by the Bank to the Trustee for authentication and redelivery and the Trustee did authenticate and redeliver the Bank Certificate; such Bank Certificate remains outstanding under this Agreement. Except as otherwise provided in any Supplement, Registered Certificates shall be issued in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof. If specified in any Supplement, the Investor Certificates of any Series or Class shall be issued upon initial issuance as a single certificate evidencing the aggregate original principal amount of such Series or Class as described in Section 6.13. The Bank Certificate shall be a single certificate and shall initially represent the entire Sellers’ Interest. Each Certificate shall be executed by manual or facsimile signature on behalf of the Bank by its President or any Vice President. Certificates bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Bank shall not be rendered invalid, notwithstanding that such individual ceased to be so authorized prior to the authentication and delivery of such Certificates or does not hold such office at the date of such Certificates. No Certificates shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially

50

in the form provided for herein executed by or on behalf of the Trustee by the manual signature of a duly authorized signatory, and such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Registered Certificates and the Sellers’ Certificate shall be dated the date of their authentication.

Section 6.02. Authentication of Certificates. The Trustee shall authenticate and deliver the Investor Certificates of each Series and Class that are issued upon original issuance to or upon the order of the Sellers against payment to the Sellers of the purchase price therefor. The Trustee shall authenticate and deliver the Bank Certificate to the Sellers simultaneously with its delivery of the Investor Certificates of the first Series to be issued hereunder. If specified in the related Supplement for any Series or Class, the Trustee shall authenticate and deliver outside the United States the Global Certificate that is issued upon original issuance thereof.

Section 6.03. New Issuances. (a) The Sellers may from time to time direct the Trustee, on behalf of the Trust, to issue one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.

(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to issue the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:

(i) on or before the fifth Business Day immediately preceding the Series Issuance Date, the Sellers shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such issuance and the Series Issuance Date;

(ii) the Sellers shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee;

(iii) the Sellers shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;

(iv) the Rating Agency Condition shall have been satisfied with respect to such issuance;

(v) such issuance will not result in the occurrence of an Amortization Event and the Sellers shall have delivered to the Trustee and any Series Enhancer a certificate of a Vice President or more senior officer, dated the Series Issuance Date, to the effect that such Seller reasonably believes that such issuance will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future;

51

(vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Series Issuance Date, with respect to such issuance; and

(vii) the Bank’s Interest shall not be less than 2% of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and after giving effect to such issuance.

Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and issue to the Bank the Investor Certificates of such Series for execution and redelivery to the Trustee for authentication.

(c) The Bank may surrender the Bank Certificate to the Trustee in exchange for a newly issued Bank Certificate and a second certificate (a “Supplemental Certificate”), the terms of which shall be defined in a supplement to this Agreement (which supplement shall be subject to Section 13.01 to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Bank (or the holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:

(i) the Bank’s Interest shall not be less than 2% of the total amount of Principal Receivables, in each case as of the date of, and after giving effect to, such exchange;

(ii) the Rating Agency Condition shall have been satisfied with respect to such exchange (or transfer or exchange as provided below); and

(iii) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the date of such exchange (or transfer or exchange as provided below), with respect thereto.

The Bank Certificate will at all times be beneficially owned by Citibank. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (ii) and (iii) above. The conditions set forth above shall also apply to the designation of an Additional Seller pursuant to Section 2.09(f).

Section 6.04. Registration of Transfer and Exchange of Certificates. (a) The Trustee shall cause to be kept at the office or agency to be maintained in accordance with the provisions of Section 11.16 a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, a transfer agent and registrar (which may be the Trustee) (the “Transfer Agent and Registrar”) shall provide for the registration of the Registered Certificates and of transfers and exchanges of the Registered Certificates as herein provided. The Transfer Agent and Registrar shall initially be Citibank and any co-transfer agent and co-registrar chosen by Citibank and acceptable to the Trustee, including, if and so long as any Series or Class is listed on the Luxembourg Stock Exchange and such exchange shall so require, a co-transfer agent and co-registrar in Luxembourg. So long as any Investor Certificates are outstanding, the Sellers shall maintain a co-transfer agent and co-registrar in New York City. Any reference in this Agreement to the Transfer Agent and Registrar shall include any co-transfer agent and co-registrar unless the context requires otherwise.

52

The Trustee may revoke such appointment and remove Citibank as Transfer Agent and Registrar if the Trustee determines in its sole discretion that Citibank failed to perform its obligations under this Agreement in any material respect. Citibank shall be permitted to resign as Transfer Agent and Registrar upon 30 days’ notice to the Sellers, the Trustee and the Servicer; provided, however, that such resignation shall not be effective and Citibank shall continue to perform its duties as Transfer Agent and Registrar until the Trustee has appointed a successor Transfer Agent and Registrar reasonably acceptable to the Sellers.

Subject to paragraph (c) below, upon surrender for registration of transfer of any Registered Certificate at any office or agency of the Transfer Agent and Registrar maintained for such purpose, one or more new Registered Certificates (of the same Series and Class) in authorized denominations of like aggregate fractional undivided interests in the Certificateholders’ Interest shall be executed, authenticated and delivered, in the name of the designated transferee or transferees.

At the option of a Registered Certificateholder, Registered Certificates (of the same Series and Class) may be exchanged for other Registered Certificates of authorized denominations of like aggregate fractional undivided interests in the Certificateholders’ Interest, upon surrender of the Registered Certificates to be exchanged at any such office or agency.

The preceding provisions of this Section notwithstanding, the Trustee or the Transfer Agent and Registrar, as the case may be, shall not be required to register the transfer or exchange of any Certificate for a period of 15 days preceding the due date for any payment with respect to the Certificate.

Whenever any Investor Certificates are so surrendered for exchange, the Sellers shall execute, the Trustee shall authenticate and the Transfer Agent and Registrar shall deliver the Investor Certificates which the Investor Certificateholder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in a form satisfactory to the Trustee or the Transfer Agent and Registrar duly executed by the Investor Certificateholder or the attorney-in-fact thereof duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange of Investor Certificates, but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any such transfer or exchange.

53

All Investor Certificates surrendered for registration of transfer and exchange or for payment shall be canceled and disposed of in a manner satisfactory to the Trustee. The Trustee shall cancel and destroy any Global Certificate upon its exchange in full for Definitive Euro-Certificates and shall deliver a certificate of destruction to the Sellers. Such certificate shall also state that a certificate or certificates of a Foreign Clearing Agency to the effect referred to in Section 6.13 was received with respect to each portion of the Global Certificate exchanged for Definitive Euro-Certificates.

The Sellers shall execute and deliver to the Trustee Registered Certificates in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Agreement, each Supplement and the Certificates.

(b) The Transfer Agent and Registrar will maintain at its expense in each of the Borough of Manhattan, The City of New York, and, if and so long as any Series or Class is listed on the Luxembourg Stock Exchange, Luxembourg, an office or agency where Investor Certificates may be surrendered for registration of transfer or exchange.

(c)(i) Registration of transfer of Investor Certificates containing a legend to the effect set forth on Exhibit E-1 shall be effected only if such transfer (x) is made pursuant to an effective registration statement under the Act, or is exempt from the registration requirements under the Act, and (y) is made to a Person which is not an employee benefit plan, trust or account, including an individual retirement account, that is subject to ERISA or that is described in Section 4975(e)(1) of the Code or an entity whose underlying assets include plan assets by reason of a plan’s investment in such entity (a “Benefit Plan”). In the event that registration of a transfer is to be made in reliance upon an exemption from the registration requirements under the Act, the transferor or the transferee shall deliver, at its expense, to the Sellers, the Servicer and the Trustee, an investment letter from the transferee, substantially in the form of the investment and ERISA representation letter attached hereto as Exhibit E-2, and no registration of transfer shall be made until such letter is so delivered.

Investor Certificates issued upon registration or transfer of, or Investor Certificates issued in exchange for, Investor Certificates bearing the legend referred to above shall also bear such legend unless the Sellers, the Servicer, the Trustee and the Transfer Agent and Registrar receive an opinion of counsel, satisfactory to each of them, to the effect that such legend may be removed.

Whenever an Investor Certificate containing the legend referred to above is presented to the Transfer Agent and Registrar for registration of transfer, the Transfer Agent and Registrar shall promptly seek instructions from the Servicer regarding such transfer and shall be entitled to receive instructions signed by a Servicing Officer prior to registering any such transfer. The Sellers hereby agree to indemnify the Transfer Agent and Registrar and the Trustee and to hold each of them harmless against any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by them in relation to any such instructions furnished pursuant to this clause (i).

54

(ii) Registration of transfer of Investor Certificates containing a legend to the effect set forth on Exhibit E-3 shall be effected only if such transfer is made to a Person which is not a Benefit Plan. By accepting and holding any such Investor Certificate, an Investor Certificateholder shall be deemed to have represented and warranted that it is not a Benefit Plan. By acquiring any interest in a Book-Entry Certificate, a Certificate Owner shall be deemed to have represented and warranted that it is not a Benefit Plan.

(iii) If so requested by the Sellers, the Trustee will make available to any prospective purchaser of Investor Certificates who so requests, a copy of a letter provided to the Trustee by or on behalf of the Seller relating to the transferability of any Series or Class to a Benefit Plan.

Section 6.05. Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Transfer Agent and Registrar, or the Transfer Agent and Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b) there is delivered to the Transfer Agent and Registrar and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Trustee that such Certificate has been acquired by a bona fide purchaser, the Sellers shall execute, the Trustee shall authenticate and the Transfer Agent and Registrar shall deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and aggregate fractional undivided interest. In connection with the issuance of any new Certificate under this Section, the Trustee or the Transfer Agent and Registrar may require the payment by the Certificateholder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee and Transfer Agent and Registrar) connected therewith. Any duplicate Certificate issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

Section 6.06. Persons Deemed Owners. The Trustee, the Paying Agent, the Transfer Agent and Registrar and any agent of any of them may, prior to due presentation of a Registered Certificate for registration of transfer, treat the Person in whose name any Registered Certificate is registered as the owner of such Registered Certificate for the purpose of receiving distributions pursuant to the terms of the applicable Supplement and for all other purposes whatsoever, and neither the Trustee, the Paying Agent, the Transfer Agent and Registrar nor any agent of any of them shall be affected by any notice to the contrary. Notwithstanding the foregoing, in determining whether the Holders of the requisite Investor Certificates have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Certificates owned by any of the Sellers, the Servicer, any other holder of a Sellers’ Certificate or any Affiliate thereof, and in addition, in the case of such determination pursuant to Section 14.02(a) or 14.02(b), Investor Certificates owned by the Asset Representations Reviewer or any Affiliate thereof, shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee knows to be so owned shall be so disregarded. Certificates so owned which have been pledged in good faith shall not be

55

disregarded and may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Certificates and that the pledgee is not any Seller, the Servicer, any other holder of a Sellers’ Certificate or any Affiliate thereof, and in the case of Section 14.02(a) or 14.02(b), the pledgee is not the Asset Representations Reviewer or any Affiliate thereof.

Section 6.07. Appointment of Paying Agent. The Paying Agent shall make distributions to Investor Certificateholders from the Collection Account or applicable Series Account pursuant to the provisions of the applicable Supplement and shall report the amounts of such distributions to the Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Collection Account or applicable Series Account for the purpose of making the distributions referred to above. The Trustee may revoke such power and remove the Paying Agent if the Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement or any Supplement in any material respect. The Paying Agent shall initially be Citibank and any co-paying agent chosen by Citibank and acceptable to the Trustee, including, if and so long as any Series or Class is listed on the Luxembourg Stock Exchange and such exchange so requires, a co-paying agent in Luxembourg or another western European city. Citibank shall be permitted to resign as Paying Agent upon 30 days’ notice to the Trustee. In the event that Citibank shall no longer be the Paying Agent, the Trustee shall appoint a successor to act as Paying Agent. The Trustee shall cause each successor or additional Paying Agent to execute and deliver to the Trustee an instrument in which such successor or additional Paying Agent shall agree with the Trustee that it will hold all sums, if any, held by it for payment to the Investor Certificateholders in trust for the benefit of the Investor Certificateholders entitled thereto until such sums shall be paid to such Investor Certificateholders. The Paying Agent shall return all unclaimed funds to the Trustee and upon removal shall also return all funds in its possession to the Trustee. The provisions of Sections 11.01, 11.02, 11.03 and 11.05 shall apply to the Trustee also in its role as Paying Agent, for so long as the Trustee shall act as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Section 6.08. Access to List of Registered Certificateholders’ Names and Addresses. The Trustee will furnish or cause to be furnished by the Transfer Agent and Registrar to the Servicer or the Paying Agent, within five business days after receipt by the Trustee of a request therefor, a list in such form as the Servicer or the Paying Agent may reasonably require, of the names and addresses of the Registered Certificateholders. If any Holder or group of Holders of Investor Certificates of any Series or all outstanding Series, as the case may be, evidencing not less than 10% of the aggregate unpaid principal amount of such Series or all outstanding Series, as applicable (the “Applicants”), apply to the Trustee, and such application states that the Applicants desire to communicate with other Investor Certificateholders with respect to their rights under this Agreement or any Supplement or under the Investor Certificates and is accompanied by a copy of the communication which such Applicants propose to transmit, then the Trustee, after having been adequately indemnified by such Applicants for its costs and expenses, shall afford or shall cause the Transfer Agent and Registrar to afford such Applicants access during normal business hours to the most recent list of Registered Certificateholders of such Series or all outstanding Series, as applicable, held by the Trustee, within five Business Days after the receipt of such application. Such list shall be as of a date no more than 45 days prior to the date of receipt of such Applicants’ request.

56

Every Registered Certificateholder, by receiving and holding a Registered Certificate, agrees with the Trustee that neither the Trustee, the Transfer Agent and Registrar, nor any of their respective agents, shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Registered Certificateholders hereunder, regardless of the sources from which such information was derived.

Section 6.09. Authenticating Agent. (a) The Trustee may appoint one or more authenticating agents with respect to the Certificates which shall be authorized to act on behalf of the Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an authenticating agent and certificate of authentication executed on behalf of the Trustee by an authenticating agent. Each authenticating agent must be acceptable to the Sellers and the Servicer. The initial authenticating agent shall be Citibank.

(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any power or any further act on the part of the Trustee or such authenticating agent. An authenticating agent may at any time resign by giving notice of resignation to the Trustee and to the Sellers. The Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the Sellers. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Trustee or the Sellers, the Trustee promptly may appoint a successor authenticating agent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Sellers. The Sellers agree to pay to each authenticating agent from time to time reasonable compensation for its services under this Section. The provisions of Sections 11.01, 11.02 and 11.03 shall be applicable to any authenticating agent.

(c) Pursuant to an appointment made under this Section, the Certificates may have endorsed thereon, in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially the following form:

This is one of the Certificates described in the Pooling and Servicing Agreement.

	as Authenticating Agent for the Trustee,
By
	Authorized Officer

57

Section 6.10. Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, or on behalf of, the Sellers. The Investor Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency or its nominee, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s interest in the Investor Certificates, except as provided in Section 6.12. Unless and until definitive, fully registered Investor Certificates (“Definitive Certificates”) have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement:

(a) the provisions of this Section shall be in full force and effect;

(b) the Sellers, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions) as the authorized representatives of the respective Certificate Owners;

(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and

(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants.

For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and the Clearing Agency Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.

Section 6.11. Notices to Clearing Agency. Whenever any notice or other communication is required to be given to Investor Certificateholders of any Series or Class with respect to which Book-Entry Certificates have been issued, unless and until Definitive Certificates shall have been issued to the related Certificate Owners, the Trustee shall give all such notices and communications to the applicable Clearing Agency.

Section 6.12. Definitive Certificates. If Book-Entry Certificates have been issued with respect to any Series or Class and (a) the Sellers advise the Trustee that the Clearing Agency is no longer willing or able to discharge properly its responsibilities under the Depository Agreement with respect to such Series or Class and the Trustee or the Sellers are unable to locate a qualified successor, (b) the Sellers, at their option, advise the Trustee that they elect to terminate the book-entry system with respect to such Series or Class through the Clearing Agency or (c) after the occurrence of a Servicer Default, Certificate Owners of such Series or

58

Class evidencing not less than 50% of the aggregate unpaid principal amount of such Series or Class advise the Trustee and the Clearing Agency through the Clearing Agency Participants that the continuation of a book-entry system with respect to the Investor Certificates of such Series or Class through the Clearing Agency is no longer in the best interests of the Certificate Owners with respect to such Certificates, then the Trustee shall notify all Certificate Owners of such Certificates, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of any such Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee shall authenticate and deliver such Definitive Certificates. Neither the Sellers nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates and the Trustee shall recognize the Holders of such Definitive Certificates as Investor Certificateholders hereunder.

Section 6.13. Global Certificate; Exchange Date. (a) If specified in the related Supplement for any Series or Class, the Investor Certificates will initially be issued in the form of a single temporary global Certificate (the “Global Certificate”) in registered form, without interest coupons, in the denomination of the entire aggregate principal amount of such Series or Class and substantially in the form set forth in the exhibit with respect thereto attached to the related Supplement. The Global Certificate will be authenticated by the Trustee upon the same conditions, in substantially the same manner and with the same effect as the Definitive Certificates. The Global Certificate may be exchanged as described below for Registered Certificates in definitive form (the “Definitive Euro-Certificates”).

(b) The Manager shall, upon its determination of the date of completion of the distribution of the Investor Certificates of such Series or Class, so advise the Trustee, the Sellers, the Common Depositary, and each Foreign Clearing Agency forthwith. Without unnecessary delay, but in any event not prior to the Exchange Date, the Bank will execute and deliver to the Trustee at its London office or its designated agent outside the United States the Global Certificate in an aggregate principal amount equal to the entire aggregate principal amount of such Series or Class. The Global Certificate may be exchanged for an equal aggregate principal amount of Definitive Euro-Certificates only on or after the Exchange Date. A United States institutional investor may exchange the portion of the Global Certificate beneficially owned by it only for an equal aggregate principal amount of Registered Certificates bearing the applicable legend set forth in the form of Registered Certificate attached to the related Supplement and having a minimum denomination of $500,000, which may be in temporary form if the Sellers so elect. The Sellers may waive the $500,000 minimum denomination requirement if they so elect. Upon any demand for exchange for Definitive Euro-Certificates in accordance with this paragraph, the Sellers shall cause the Trustee to authenticate and deliver the Definitive Euro-Certificates to the Holder according to the instructions of the Holder, but only upon presentation to the Trustee of a written statement substantially in the form of Exhibit G-1 with respect to the Global Certificate or portion thereof being exchanged signed by a Foreign Clearing Agency and dated on the Exchange Date or a subsequent date, to the effect that it has received in writing a certification substantially in the form of (i) in the case of beneficial ownership

59

of the Global Certificate or a portion thereof being exchanged by a United States institutional investor pursuant to the second preceding sentence, the certificate in the form of Exhibit G-2 signed by the Manager which sold the relevant Certificates or (ii) in all other cases, any certificate or other form referred to in this clause (ii) being dated on the earlier of the first actual payment of interest in respect of such Certificates and the date of the delivery of such Certificate in definitive form. Upon receipt of such certification or other form, the Trustee shall cause the Global Certificate to be endorsed in accordance with paragraph (d) below. Any exchange as provided in this Section shall be made free of charge to the holders and the beneficial owners of the Global Certificate and to the beneficial owners of the Definitive Euro-Certificates issued in exchange, except that a person receiving Definitive Euro-Certificates must bear the cost of insurance, postage, transportation and the like in the event that such person does not receive such Definitive Euro-Certificates in person at the offices of a Foreign Clearing Agency.

(c) The delivery to the Trustee by a Foreign Clearing Agency of any written statement referred to above may be relied upon by the Sellers and the Trustee as conclusive evidence that a corresponding certification or certifications has or have been delivered to such Foreign Clearing Agency pursuant to the terms of this Agreement.

(d) Upon any such exchange of all or a portion of the Global Certificate for a Definitive Euro-Certificate or Certificates, such Global Certificate shall be endorsed by or on behalf of the Trustee to reflect the reduction of its principal amount by an amount equal to the aggregate principal amount of such Definitive Euro-Certificate or Certificates. Until so exchanged in full, such Global Certificate shall in all respects be entitled to the same benefits under this Agreement as Definitive Euro-Certificates authenticated and delivered hereunder except that the beneficial owners of such Global Certificate shall not be entitled to receive payments of interest on the Certificates until they have exchanged their beneficial interests in such Global Certificate for Definitive Euro-Certificates.

Section 6.14. Meetings of Certificateholders. (a) If at the time any Certificates are issued and outstanding with respect to any Series or Class to which any meeting described below relates, the Servicer or the Trustee may at any time call a meeting of Investor Certificateholders of any Series or Class or of all Series, to be held at such time and at such place as the Servicer or the Trustee, as the case may be, shall determine, for the purpose of approving a modification of or amendment to, or obtaining a waiver of any covenant or condition set forth in, this Agreement, any Supplement or the Investor Certificates or of taking any other action permitted to be taken by Investor Certificateholders hereunder or under any Supplement. Notice of any meeting of Investor Certificateholders, setting forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given in accordance with Section 13.05, the first mailing and publication to be not less than 20 nor more than 180 days prior to the date fixed for the meeting. To be entitled to vote at any meeting of Investor Certificateholders a person shall be (i) a Holder of one or more Investor Certificates of the applicable Series or Class or (ii) a person appointed by an instrument in writing as proxy by the Holder of one or more such Investor Certificates. The only persons who shall be entitled to be present or to speak at any meeting of Investor Certificateholders shall be the persons entitled to vote at such meeting and their counsel and any representatives of the Sellers, the Servicer and the Trustee and their respective counsel.

60

(b) At a meeting of Investor Certificateholders, persons entitled to vote Investor Certificates evidencing a majority of the aggregate unpaid principal amount of the applicable Series or Class or all outstanding Series, as the case may be, shall constitute a quorum. No business shall be transacted in the absence of a quorum, unless a quorum is present when the meeting is called to order. In the absence of a quorum at any such meeting, the meeting may be adjourned for a period of not less than 10 days; in the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days; at the reconvening of any meeting further adjourned for lack of a quorum, the persons entitled to vote Investor Certificates evidencing at least 25% of the aggregate unpaid principal amount of the applicable Series or Class or all outstanding Series, as the case may be, shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. Notice of the reconvening of any adjourned meeting shall be given as provided above except that such notice must be given not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the aggregate principal amount of the outstanding applicable Investor Certificates which shall constitute a quorum.

(c) Any Investor Certificateholder who has executed an instrument in writing appointing a person as proxy shall be deemed to be present for the purposes of determining a quorum and be deemed to have voted; provided that such Investor Certificateholder shall be considered as present or voting only with respect to the matters covered by such instrument in writing. Subject to the provisions of Section 13.01, any resolution passed or decision taken at any meeting of Investor Certificateholders duly held in accordance with this Section shall be binding on all Investor Certificateholders whether or not present or represented at the meeting.

(d) [RESERVED]

(e) The Trustee shall appoint a temporary chairman of the meeting. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the holders of Investor Certificates evidencing a majority of the aggregate unpaid principal amount of Investor Certificates of the applicable Series or Class or all outstanding Series, as the case may be, represented at the meeting. No vote shall be cast or counted at any meeting in respect of any Investor Certificate challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote except as an Investor Certificateholder or proxy. Any meeting of Investor Certificateholders duly called at which a quorum is present may be adjourned from time to time, and the meeting may be held as so adjourned without further notice.

61

(f) The vote upon any resolution submitted to any meeting of Investor Certificateholders shall be by written ballot on which shall be subscribed the signatures of Investor Certificateholders or proxies and on which shall be inscribed the serial number or numbers of the Investor Certificates held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Investor Certificateholders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was published as provided above. The record shall be signed and verified by the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Servicer and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.

ARTICLE VII

OTHER MATTERS RELATING TO THE SELLERS

Section 7.01. Liability of the Sellers. The Sellers (including any Additional Sellers) shall be jointly and severally liable for all obligations, covenants, representations and warranties of the Sellers arising under or related to this Agreement or any Supplement. Except as provided in the preceding sentence, the Sellers shall be liable only to the extent of the obligations specifically undertaken by them in their capacities as Sellers. Each other Seller hereby authorizes and empowers Citibank to execute and deliver, on behalf of such Seller, as attorney-in-fact or otherwise, all documents and other instruments required or permitted to be delivered by such Seller under this Agreement or any Supplement, and to do and accomplish all other acts and things required or permitted to be done or accomplished by such Seller hereunder or thereunder.

Section 7.02. Merger or Consolidation of, or Assumption of the Obligations of, the Sellers. (a) None of the Sellers shall consolidate with or merge into any other entity or convey or transfer its properties and assets substantially as an entirety to any Person unless:

(i)(x) the entity formed by such consolidation or into which such Seller is merged or the Person which acquires by conveyance or transfer the properties and assets of such Seller substantially as an entirety shall be, if such Seller is not the surviving entity, organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings and loan association, a national banking association, a bank or other entity which is not subject to Title 11 of the United States Code and, if such Seller is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the performance of every covenant and obligation of such Seller hereunder, including its obligations under Section 7.04; and (y) such Seller has

62

delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section, that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect, and that all conditions precedent herein provided for relating to such transaction have been complied with;

(ii) the Rating Agency Condition shall have been satisfied with respect to such consolidation, merger, conveyance or transfer; and

(iii) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer, a Tax Opinion, dated the date of such consolidation, merger, conveyance or transfer, with respect thereto.

(b) The obligations of the Sellers hereunder shall not be assignable nor shall any Person succeed to the obligations of the Sellers hereunder except in each case in accordance with the provisions of the foregoing paragraph.

Section 7.03. Limitations on Liability of the Sellers. Subject to Sections 7.01 and 7.04, none of the Sellers nor any of the directors, officers, employees or agents of any of the Sellers acting in their capacities as Sellers shall be under any liability to the Trust, the Trustee, the Certificateholders, any Series Enhancer or any other Person for any action taken or for refraining from the taking of any action in good faith in their capacities as Sellers pursuant to this Agreement; provided, however, that this provision shall not protect any Seller or any such person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Sellers and any director, officer, employee or agent of any of the Sellers may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than the Sellers) respecting any matters arising hereunder.

Section 7.04. Liabilities. Notwithstanding Section 7.03 (and notwithstanding Sections 8.03 and 8.04), by entering into this Agreement, the Sellers agree to be liable, directly to the injured party, for the entire amount of any losses, claims, damages or liabilities (other than those incurred by an Investor Certificateholder in the capacity of an investor in the Investor Certificates) arising out of or based on the arrangement created by this Agreement and the actions of the Servicer taken pursuant hereto as though this Agreement created a partnership under the New York Uniform Partnership Act in which the Sellers were general partners. The Sellers agree to pay, indemnify and hold harmless each Investor Certificateholder against and from any and all such losses, claims, damages and liabilities except to the extent that they arise from any action by such Investor Certificateholder. In the event of a Service Transfer, the Successor Servicer will indemnify and hold harmless the Sellers against and from any losses, claims, damages and liabilities of the Sellers as described in this Section arising from the actions or omissions of such Successor Servicer.

63

ARTICLE VIII

OTHER MATTERS RELATING TO THE SERVICER

Section 8.01. Liability of the Servicer. The Servicer shall be liable under this Article only to the extent of the obligations specifically undertaken by the Servicer in its capacity as Servicer.

Section 8.02. Merger or Consolidation of, or Assumption of the Obligations of, the Servicer. The Servicer shall not consolidate with or merge into any other entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless:

(a)(i) the entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be, if the Servicer is not the surviving entity, an entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings and loan association, a national banking association, a bank or other entity which is not subject to Title 11 of the United States Code and, if the Servicer is not the surviving entity, such entity shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the performance of every covenant and obligation of the Servicer hereunder;

(ii) the Servicer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer comply with this Section and that all conditions precedent herein provided for relating to such transaction have been complied with;

(b) the Rating Agency Condition shall have been satisfied with respect to such assignment and succession; and

(c) the entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be an Eligible Servicer.

Section 8.03. Limitation on Liability of the Servicer and Others. Except as provided in Section 8.04, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer in its capacity as Servicer shall be under any liability to the Trust, the Trustee, the Certificateholders, any Series Enhancer or any other person for any action taken or for refraining from the taking of any action in good faith in its capacity as Servicer pursuant to this Agreement; provided, however, that this provision shall not protect the Servicer or any such Person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than the Servicer) respecting any matters arising hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Servicer in accordance with this Agreement and which in its reasonable

64

judgment may involve it in any expense or liability. The Servicer may, in its sole discretion, undertake any such legal action which it may deem necessary or desirable for the benefit of the Certificateholders with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder.

Section 8.04. Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Trust and the Trustee from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions of the Servicer with respect to the Trust pursuant to this Agreement, including any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any action, proceeding or claim. Indemnification pursuant to this Section shall not be payable from the Trust Assets.

Section 8.05. The Servicer Not To Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law or (b) upon the assumption, by an agreement supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, of the obligations and duties of the Servicer hereunder by any of its Affiliates that is a direct or indirect wholly owned subsidiary of Citigroup Inc. and that qualifies as an Eligible Servicer. Any determination permitting the resignation of the Servicer shall be evidenced as to clause (a) above by an Opinion of Counsel to such effect delivered to the Trustee. No resignation shall become effective until the Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.02 hereof. If within 120 days of the date of the determination that the Servicer may no longer act as Servicer under clause (a) above the Trustee is unable to appoint a Successor Servicer, the Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of “VISA,” “MasterCard” and “American Express” credit card accounts as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency and each Series Enhancer upon the appointment of a Successor Servicer.

Section 8.06. Access to Certain Documentation and Information Regarding the Receivables. The Servicer shall provide to the Trustee access to the documentation regarding the Accounts and the Receivables in such cases where the Trustee is required in connection with the enforcement of the rights of Certificateholders or by applicable statutes or regulations to review such documentation, such access being afforded without charge but only (a) upon reasonable request, (b) during normal business hours, (c) subject to the Servicer’s normal security and confidentiality procedures and (d) at reasonably accessible offices in the continental United States designated by the Servicer. Nothing in this Section shall derogate from the obligation of the Sellers, the Trustee and the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors and the failure of the Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this Section.

Section 8.07. Delegation of Duties. In the ordinary course of business, the Servicer may at any time delegate its duties hereunder with respect to the Accounts and the Receivables to any of its Affiliates that agrees to conduct such duties in accordance with the Credit Card Guidelines

65

and this Agreement. Such delegation shall not relieve the Servicer of its liability and responsibility with respect to such duties, and shall not constitute a resignation within the meaning of Section 8.05.

Section 8.08. Examination of Records. The Sellers and the Servicer shall indicate generally in their computer files or other records that the Receivables arising in the Accounts have been conveyed to the Trustee, on behalf of the Trust, pursuant to this Agreement for the benefit of the Certificateholders. The Sellers and the Servicer shall, prior to the sale or transfer to a third party of any receivable held in its custody, examine its computer and other records to determine that such receivable is not a Receivable.

ARTICLE IX

AMORTIZATION EVENTS

Section 9.01. Amortization Events. If any one of the following events shall occur:

(a) failure on the part of the Sellers (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made, or (ii) duly to observe or perform any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;

(b) any representation or warranty made by the Sellers in this Agreement or any Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;

(c) any of the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts

66

generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);

(d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;

(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);

(f) a Servicer Default shall occur; or

(g) a Transfer Restriction Event shall occur;

then, in the case of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such event.

Section 9.02. Additional Rights upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reason, the Sellers shall on the day any such Insolvency Event or violation occurs (the “Appointment Date”), immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be a part of the Trust. Within 15 days of the Appointment Date, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give notice to Investor Certificateholders describing the provisions of this Section and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 days from the date notice pursuant to clause (i) above is first published from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of each Series or, with respect to any Series with two or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to

67

such effect, the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. The Trustee may obtain a prior determination from any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 and 9.02 shall not be deemed to be mutually exclusive.

(b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph (a) (“Insolvency Proceeds”) shall be immediately deposited in the Collection Account. The Trustee shall determine conclusively the amount of the Insolvency Proceeds which are deemed to be Finance Charge Receivables and Principal Receivables. The Insolvency Proceeds shall be allocated and distributed to Investor Certificateholders in accordance with Article IV and the terms of each Supplement and the Trust shall terminate immediately thereafter.

ARTICLE X

SERVICER DEFAULTS

Section 10.01. Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuing:

(a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice to the Trustee to make such payment, transfer or deposit on or before the date occurring five Business Days after the date such payment, transfer or deposit or such instruction or notice is required to be made or given, as the case may be, under the terms of this Agreement or any Supplement;

(b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement which has a material adverse effect on the Investor Certificateholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which continues unremedied for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee, or to the Servicer and the Trustee by Holders of Investor Certificates evidencing not less than 10% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 10% of the aggregate unpaid principal amount of all Series to which such failure relates); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 and 8.07;

(c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has a material adverse effect on the rights of the Investor Certificateholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which material adverse effect continues for a period of 60 days after the date on which notice thereof, requiring the same to be remedied, shall have been given to the Servicer by the Trustee, or to the Servicer and the Trustee by the

68

Holders of Investor Certificates evidencing not less than 10% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such representation, warranty or certification that does not relate to all Series, 10% of the aggregate unpaid principal amount of all Series to which such representation, warranty or certification relates); or

(d) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations;

then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Trustee, or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all Investor Certificates, by notice then given to the Servicer (and to the Trustee and any Series Enhancement if given by the Investor Certificateholders) (a “Termination Notice”), may terminate all but not less than all the rights and obligations of the Servicer as Servicer under this Agreement and in and to the Receivables and the proceeds thereof; provided, however, if within 60 days of receipt of a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with Section 10.02(c) to act as a Successor Servicer and receives an Officer’s Certificate of the Sellers to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall grant a right of first refusal to the Sellers which would permit the Sellers at their option to purchase the Certificateholders’ Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Sellers shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if they are exercising such right of first refusal. If they exercise such right of first refusal, the Sellers shall (x) deliver to the Trustee an Opinion of Counsel (which must be an independent outside counsel) to the effect that, in reliance on certain certificates to the effect that the Receivables constitute fair value for consideration paid therefor and as to the solvency of the Sellers, the purchase would not be considered a fraudulent conveyance and (y) deposit the purchase price into the Collection Account not later than 12:00 noon, New York City time, on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with Article IV and the terms of each Supplement.

After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer is appointed by the Trustee pursuant to Section 10.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer (a “Service Transfer”); and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact

69

or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer. The Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables provided for under this Agreement, including all authority over all Collections which shall on the date of transfer be held by the Servicer for deposit, or which have been deposited by the Servicer, in the Collection Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Servicer. The Servicer shall within 20 Business Days transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem necessary to protect its interest.

Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above for a period of 10 Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 60 Business Days after the applicable grace period, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war (including acts of terrorism), public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Trustee, the Sellers, any Series Enhancer and the Investor Certificateholders with an Officer’s Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations.

Section 10.02. Trustee To Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 10.01, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Trustee or until a date mutually agreed upon by the Servicer and Trustee. The Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Trustee without further action shall automatically be appointed the Successor Servicer. The Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with Section 3.01(b) and 8.07. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of “VISA,” “MasterCard” and “American Express” credit card receivables as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency and each Series Enhancer upon the appointment of a Successor Servicer.

70

(b) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer.

Notwithstanding the foregoing, any provision of this Agreement which requires the Servicer to make a deposit into the Collection Account not later than 12:00 noon, New York City time, on a Distribution Date shall be deemed to require a Successor Servicer to make such deposit into the Collection Account on the Transfer Date immediately preceding such Distribution Date.

(c) In connection with any Termination Notice, the Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer for servicing compensation not in excess of the aggregate Servicing Fees for all Series plus any amounts payable to the Sellers or the Servicer pursuant to the terms of any Enhancement Agreement; provided, however, that the Sellers shall be responsible for payment of the Sellers’ portion of such aggregate Servicing Fees and all other amounts in excess of such aggregate Servicing Fees and that no such monthly compensation paid out of Collections shall be in excess of such aggregate Servicing Fees. Citibank, as holder of the Sellers’ Certificate, agrees that, if Citibank (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that the Seller is entitled to receive pursuant to this Agreement or any Supplement shall be reduced by an amount sufficient to pay the Seller’s share of the compensation of the Successor Servicer.

(d) All authority and power granted to the Successor Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Section 12.01, and shall pass to and be vested in the Sellers and, without limitation, the Sellers are hereby authorized and empowered to execute and deliver, on behalf of the Successor Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Successor Servicer agrees to cooperate with the Sellers in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing of the Receivables. The Successor Servicer shall transfer its electronic records relating to the Receivables to Citibank or its designee in such electronic form as it may reasonably request and shall transfer all other records, correspondence and documents to it in the manner and at such times as it shall reasonably request. To the extent that compliance with this Section shall require the Successor Servicer to disclose to Citibank information of any kind which the Successor Servicer deems to be confidential, Citibank shall be required to enter into such customary licensing and confidentiality agreements as the Successor Servicer shall deem necessary to protect its interests.

Section 10.03. Notification to Certificateholders. Within two Business Days after the Servicer becomes aware of any Servicer Default, the Servicer shall give notice thereof to the Trustee, each Rating Agency and each Series Enhancer and the Trustee shall give notice to the Investor Certificateholders. Upon any termination or appointment of a Successor Servicer pursuant to this Article, the Trustee shall give prompt notice thereof to the Investor Certificateholders.

71

ARTICLE XI

THE TRUSTEE

Section 11.01. Duties of Trustee. (a) The Trustee, prior to the occurrence of a Servicer Default of which it has actual knowledge and after the curing of all Servicer Defaults which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. If a Servicer Default to the actual knowledge of the Trustee has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Agreement and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

(b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they substantially conform to the requirements of this Agreement. The Trustee shall give prompt notice to the Investor Certificateholders of any material lack of conformity of any such instrument to the applicable requirements of this Agreement discovered by the Trustee which would entitle a specified percentage of Investor Certificateholders to take any action pursuant to this Agreement.

(c) Subject to paragraph (a), no provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:

(i) the Trustee shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;

(ii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such action that does not relate to all Series, 50% of the aggregate unpaid principal amount of the Investor Certificates of all Series to which such action relates) relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement; and

(iii) the Trustee shall not be charged with knowledge of any failure by the Servicer to comply with the obligations of the Servicer referred to in Section 10.01(a) or (b) unless a Responsible Officer of the Trustee obtains actual knowledge of such failure or the Trustee receives notice of such failure from the Servicer or any Holders of Investor Certificates evidencing not less than 10% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 10% of the aggregate unpaid principal amount of the Investor Certificates of all Series to which such failure relates).

72

(d) The Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any obligations of the Servicer under this Agreement except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of this Agreement.

(e) Except for actions expressly authorized by this Agreement, the Trustee shall take no actions reasonably likely to impair the interests of the Trust in any Receivable now existing or hereafter created or to impair the value of any Receivable now existing or hereafter created.

(f) Except as expressly provided in this Agreement, the Trustee shall have no power to vary the corpus of the Trust including by (i) accepting any substitute obligation for a Receivable initially assigned to the Trust under Section 2.01 or 2.09, (ii) adding any other investment, obligation or security to the Trust or (iii) withdrawing from the Trust any Receivables.

(g) In the event that the Paying Agent or the Transfer Agent and Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or the Transfer Agent and Registrar, as the case may be, under this Agreement, the Trustee shall be obligated promptly upon its knowledge thereof to perform such obligation, duty or agreement in the manner so required.

(h) If any of the Sellers has agreed to transfer any of its credit card receivables (other than the Receivables) to another Person, then upon the request of such Seller, the Trustee will enter into such intercreditor agreements (which shall be in form and substance satisfactory to the Trustee) with the transferee of such receivables as are customary and necessary to separately identify the rights of the Trust and such other Person in such Seller’s credit card receivables; provided, however, that the Trustee shall not be required to enter into any intercreditor agreement which could adversely affect the interests of the Investor Certificateholders or the Trustee and, upon the request of the Trustee, such Seller will deliver an Opinion of Counsel on any matters reasonably requested by the Trustee relating to such intercreditor agreement. The Servicer will give the Rating Agencies notice thereof five Business Days prior to the Trustee entering into any such intercreditor agreement.

Section 11.02. Certain Matters Affecting the Trustee. Except as otherwise provided in Section 11.01:

(a) the Trustee may rely on and shall be protected in acting on, or in refraining from acting in accord with, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine and to have been signed or presented to it pursuant to this Agreement by the proper party or parties;

73

(b) the Trustee may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel;

(c) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation hereunder or in relation hereto, or institute or conduct any proceeding (including, but without limitation, any arbitration or mediation provided for under Section 2.10) at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders (in all cases other than those specified in Section 14.02) or the Servicer (in cases specified in Section 14.02) shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; provided, however, that nothing contained herein shall relieve the Trustee of the obligations, upon the occurrence of a Servicer Default (which has not been cured or waived), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs;

(d) the Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;

(e) the Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine, unless requested so to do by Holders of Investor Certificates evidencing more than 25% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such matters that do not relate to all Series, 25% of the aggregate unpaid principal amount of the Investor Certificates of all Series to which such matters relate);

(f) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed with due care by it hereunder; and

(g) except as may be required by Section 11.01(a), the Trustee shall not be required to make any initial or periodic examination of any documents or records related to the Receivables or the Accounts for the purpose of establishing the presence or absence of defects, the compliance by the Sellers with their representations and warranties or for any other purpose.

Section 11.03. Trustee Not Liable for Recitals in Certificates. The Trustee assumes no responsibility for the correctness of the recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates). Except as set forth in Section 11.15, the Trustee makes no representations as to the validity or sufficiency of this Agreement or any Supplement or of the Certificates (other than the certificate of authentication on the Certificates) or of any Receivable or related document. The Trustee shall not be accountable for the use or

74

application by the Sellers of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Sellers in respect of the Receivables or deposited in or withdrawn from the Collection Account, any Series Accounts or any other accounts hereafter established to effectuate the transactions contemplated by this Agreement and in accordance with the terms of this Agreement.

Section 11.04. Trustee May Own Certificates. The Trustee in its individual or any other capacity may become the owner or pledgee of Investor Certificates with the same rights as it would have if it were not the Trustee.

Section 11.05. The Servicer To Pay Trustee’s Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to receive, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and the Servicer will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement or any Enhancement Agreement (including the reasonable fees and expenses of its agents, any co-trustee and counsel) except any such expense, disbursement or advance as may arise from its negligence or bad faith and except as provided in the following sentence. If the Trustee is appointed Successor Servicer pursuant to Section 10.02, the provision of this Section shall not apply to expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor Servicer, which shall be paid out of the Servicing Fee. The Servicer’s covenant to pay the expenses, disbursements and advances provided for in this Section shall survive the termination of this Agreement.

Section 11.06. Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation organized and doing business under the laws of the United States or any State thereof authorized under such laws to exercise corporate trust powers, have a combined capital and surplus of at least $50,000,000, be subject to supervision or examination by Federal or State authority and maintain any credit or deposit rating required by any Rating Agency. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purpose of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 11.07.

Section 11.07. Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving notice thereof to the Sellers and the Servicer. Upon receiving such notice of resignation, the Sellers shall promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee.

(b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 11.06 and shall fail to resign after request therefor by the Servicer, or if at any time

75

the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or if a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer may remove the Trustee and promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee.

(c) Any resignation or removal of the Trustee and appointment of successor trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 11.08.

Section 11.08. Successor Trustee. (a) Any successor trustee appointed as provided in Section 11.07 shall execute, acknowledge and deliver to the Sellers, to the Servicer and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee herein. The predecessor Trustee shall deliver, at the expense of the Servicer, to the successor trustee all documents or copies thereof and statements held by it hereunder; and the Sellers and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations.

(b) No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 11.06.

(c) Upon acceptance of appointment by a successor trustee as provided in this Section, such successor trustee shall provide notice of such succession hereunder to all Investor Certificateholders and the Servicer shall provide such notice to each Rating Agency and each Series Enhancer.

Section 11.09. Merger or Consolidation of Trustee. Any Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be eligible under the provisions of Section 11.06, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

Section 11.10. Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust may at the time be located, the Trustee shall have the power and may execute and deliver all instruments to appoint one or more persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 11.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 11.08.

76

(b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trustee hereunder or as Successor Servicer), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee;

(ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and

(iii) the Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee and a copy thereof given to the Servicer.

(d) Any separate trustee or co-trustee may at any time constitute the Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Section 11.11. Tax Returns. (a) In the event the Trust shall be required to file tax returns, the Servicer shall prepare or shall cause to be prepared such tax returns and shall provide such tax returns to the Trustee for signature at least five days before such tax returns are due to be filed. The Servicer, in accordance with the terms of each Supplement, shall also prepare or shall cause to be prepared all tax information required by law to be distributed to Investor Certificateholders and shall deliver such information to the Trustee at least five days prior to the date it is required by law to be distributed to Investor Certificateholders. The Trustee, upon request, will furnish the Servicer with all such information known to the Trustee as may be reasonably required in connection with the preparation of all tax returns of the Trust, and shall, upon request, execute such returns.

77

(b) In the event that the Trust is classified as a partnership for federal income tax purposes, beginning with each taxable year after December 31, 2017, or if later, the date that Sections 6221 through 6241 of the Code apply to the Trust, the Seller (or an Affiliate of the Seller if the Seller that is a U.S. person is ineligible) is hereby designated as the partnership representative under Section 6223(a) of the Code to the extent allowed under the law, and the Seller agrees to cause the Trust to make such elections and take such other actions as may be required of it by this Section 11.11(b). The Trust shall, to the extent eligible, make the election under Section 6221(b) of the Code with respect to determinations of adjustments at the partnership level and take any other action such as filings, disclosures and notifications necessary to effectuate such election. If the election described in the preceding sentence is not available, the Trust shall, to the extent eligible, make the election under Section 6226(a) of the Code with respect to the alternative to payment of imputed underpayments by a partnership and take any other action such as filings, disclosures and notifications necessary to effectuate such election. Notwithstanding the foregoing, each of the Trust, the Seller and the Servicer are authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code and take any action it deems necessary or appropriate to comply with the requirements of the Code and conduct the Trust’s affairs under Sections 6221 through 6241 of the Code.

Section 11.12. Trustee May Enforce Claims Without Possession of Certificates. All rights of action and claims under this Agreement or the Certificates may be prosecuted and enforced by the Trustee without the possession of any of the Certificates or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Certificateholders in respect of which such judgment has been obtained.

Section 11.13. Suits for Enforcement. (a) If a Servicer Default shall occur and be continuing, the Trustee, in its discretion may, subject to the provisions of Sections 11.01 and 11.14, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this Agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy as the Trustee, being advised by counsel, shall deem most effectual to protect and enforce any of the rights of the Trustee or the Certificateholders.

(b) If the FDIC or any equivalent governmental agency or instrumentality or any designee of any of them shall have been appointed as receiver, conservator, assignee, trustee in bankruptcy or reorganization, liquidator, sequestrator or custodian with respect to any Seller (the “receiver”), the Trustee shall, irrespective of whether the principal of any Series or Class of Investor Certificates shall then be due and payable:

(i) unless prohibited by applicable law or regulation or unless under FIRREA the receiver is required to participate in the process as a defendant or otherwise, promptly take or cause to be taken any and all necessary or advisable commercially reasonable action as a secured creditor on behalf of the Certificateholders to recover, repossess,

78

collect or liquidate the Receivables or any other Trust Assets on a “self-help” basis or otherwise and exercise any rights or remedies of a secured party under the applicable UCC and take any other appropriate action to protect and enforce the rights and remedies of the Trustee and the Certificateholders;

(ii) promptly, and in any case within any applicable claims bar period specified under FIRREA or otherwise, file and prove a claim or claims under FIRREA or otherwise, by filing proofs of claim, protective proofs of claim or otherwise, for the whole amount of unpaid principal and interest in respect of the Investor Certificates and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Certificateholders allowed in any judicial, administrative, corporate or other proceedings relating to such Seller, its creditors or its property, including any actions relating to the preservation of deficiency claims or for the protection against loss of any claim in the event the Trustee’s or the Certificateholders’ status as secured creditors are successfully challenged; and

(iii) collect and receive any monies or other property payable or deliverable on any such claims and distribute all amounts with respect to the claims of the Certificateholders to the Certificateholders.

(c) Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Certificateholder any plan of reorganization, arrangement, adjustment or composition affecting the Investor Certificates or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Certificateholder in any such proceeding.

Section 11.14. Rights of Certificateholders To Direct Trustee. Subject to Sections 2.12 and 14.02, Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any remedy, trust or power that does not relate to all Series, 50% of the aggregate unpaid principal amount of the Investor Certificates of all Series to which such remedy, trust or power relates) shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee; provided, however, that, subject to Section 11.01, the Trustee shall have the right to decline to follow any such direction if the Trustee after being advised by counsel determines that the action so directed may not lawfully be taken, or if the Trustee in good faith shall, by a Responsible Officer or Responsible Officers of the Trustee, determine that the proceedings so directed would be illegal or involve it in personal liability or be unduly prejudicial to the rights of Investor Certificateholders not parties to such direction; and provided further that nothing in this Agreement shall impair the right of the Trustee to take any action deemed proper by the Trustee and which is not inconsistent with such direction of the Investor Certificateholders.

Section 11.15. Representations and Warranties of Trustee. The Trustee represents and warrants that:

(i) the Trustee is a banking corporation organized, existing and in good standing under the laws of the State of New York;

79

(ii) the Trustee has full power, authority and right to execute, deliver and perform this Agreement and each Supplement, and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement and each Supplement; and

(iii) this Agreement and each Supplement have been duly executed and delivered by the Trustee.

Section 11.16. Maintenance of Office or Agency. The Trustee will maintain at its expense an office or agency (the “Corporate Trust Office”) where notices and demands to or upon the Trustee in respect of the Certificates and this Agreement may be served in the Borough of Manhattan, The City of New York, in the case of Registered Certificates and Holders thereof. The Trustee initially appoints 60 Wall Street, New York, New York 10005, Attention: Global Securities Services—Structured Finance Services as such office in the case of clause (a). The Trustee will give prompt notice to the Servicer and to Investor Certificateholders of any change in the location of the Certificate Register or any such office or agency.

ARTICLE XII

TERMINATION

Section 12.01. Termination of Trust. The Trust and the respective obligations and responsibilities of the Sellers, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Investor Certificateholders as hereinafter set forth) shall terminate, except with respect to the duties described in Sections 7.04, 8.04 and 12.02(b), upon the earliest of (i) the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of Saint James, living on May 29, 1991, (ii) the day following the Distribution Date on which the Invested Amount for each Series is zero and (iii) the time provided in Section 9.02(b).

Section 12.02. Final Distribution. (a) The Servicer shall give the Trustee at least 30 days prior notice of the Distribution Date on which the Investor Certificateholders of any Series or Class may surrender their Investor Certificates for payment of the final distribution on and cancellation of such Investor Certificates (or, in the event of a final distribution resulting from the application of Section 2.06, 9.01 or 10.01, notice of such Distribution Date promptly after Servicer has determined that a final distribution will occur, if such determination is made less than 30 days prior to such Distribution Date). Such notice shall be accompanied by an Officer’s Certificate setting forth the information specified in Section 3.05 covering the period during the then-current calendar year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series or Class is payable to Investor Certificateholders, the Trustee shall provide notice to Investor Certificateholders of such Series or Class specifying (i) the date upon which final payment of such Series or Class will be made upon presentation and surrender of Investor Certificates of such Series or Class at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Investor Certificates at the office or offices therein specified. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to Investor Certificateholders.

80

(b) Notwithstanding a final distribution to the Investor Certificateholders of any Series or Class (or the termination of the Trust), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Series Account allocated to such Investor Certificateholders shall continue to be held in trust for the benefit of such Investor Certificateholders and the Paying Agent or the Trustee shall pay such funds to such Investor Certificateholders upon surrender of their Investor Certificates (and any excess shall be paid in accordance with the terms of any Enhancement Agreement). In the event that all such Investor Certificateholders shall not surrender their Investor Certificates for cancellation within six months after the date specified in the notice from the Trustee described in paragraph (a), the Trustee shall give a second notice to the remaining such Investor Certificateholders to surrender their Investor Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all such Investor Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Investor Certificateholders concerning surrender of their Investor Certificates, and the cost thereof shall be paid out of the funds in the Collection Account or any Series Account held for the benefit of such Investor Certificateholders. The Trustee and the Paying Agent shall pay to the Sellers any monies held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the Sellers, Investor Certificateholders entitled to the money must look to the Sellers for payment as general creditors unless an applicable abandoned property law designates another Person.

(c) In the event that the Invested Amount with respect to any Series is greater than zero on its Termination Date (after giving effect to deposits and distributions otherwise to be made on such Termination Date), the Trustee will sell or cause to be sold on such Termination Date Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to 110% of the Invested Amount with respect to such Series on such Termination Date (after giving effect to such deposits and distributions; provided, however, that in no event shall such amount exceed such Series’ Series Allocation Percentage of Receivables on such Termination Date). The proceeds (the “Termination Proceeds”) from such sale shall be immediately deposited into the Collection Account for the benefit of the Investor Certificateholders of such Series. The Termination Proceeds shall be allocated and distributed to Investor Certificateholders of such Series in accordance with the terms of the applicable Supplement.

Section 12.03. Sellers’ Termination Rights. Upon the termination of the Trust pursuant to Section 12.01 and the surrender of the Sellers’ Certificate, the Trustee shall sell, assign and convey to the Sellers or their designee, without recourse, representation or warranty, all right, title and interest of the Trust in the Receivables, whether then existing or thereafter created, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof, except for amounts held by the Trustee pursuant to Section 12.02(b). The Trustee shall execute and deliver such instruments of transfer and assignment, in each case without recourse, as shall be reasonably requested by the Sellers to vest in the Sellers or their designee all right, title and interest which the Trust had in the Receivables.

81

ARTICLE XIII

MISCELLANEOUS PROVISIONS

Section 13.01. Amendment; Waiver of Past Defaults. (a) This Agreement or any Supplement may be amended from time to time (including in connection with the issuance of a Supplemental Certificate or to change the definition of Due Period) by the Servicer, the Sellers and the Trustee without the consent of any of the Certificateholders, provided that (i) such action shall not, as evidenced by an Opinion of Counsel for the Sellers, addressed and delivered to the Trustee, adversely affect in any material respect the interests of any Investor Certificateholder or (ii) in the case of an amendment to change the definition of Due Period, the Sellers shall each have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officer, dated the date of any such amendment, stating that such Seller reasonably believes that such amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future; provided, however, that the Rating Agency Condition shall have been satisfied with respect to any such amendment.

(b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Sellers and the Trustee, with the consent of the Holders of Investor Certificates evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of all adversely affected Series, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or any Supplement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to be made to Investor Certificateholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected Certificateholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder without the consent of each affected Investor Certificateholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of such Series or Class. Any amendment to be effected pursuant to this paragraph shall be deemed to adversely affect all outstanding Series, other than any Series with respect to which such action shall not, as evidenced by an Opinion of Counsel for the Sellers, addressed and delivered to the Trustee, adversely affect in any material respect the interests of any Investor Certificateholder of such Series. The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s rights, duties or immunities under this Agreement or otherwise.

(c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to paragraph (a)), the Trustee shall furnish notification of the substance of such amendment to each Investor Certificateholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series Enhancer.

(d) It shall not be necessary for the consent of Investor Certificateholders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Investor Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe.

82

(e) Notwithstanding anything in this Section to the contrary, no amendment may be made to this Agreement or any Supplement which would adversely affect in any material respect the interests of any Series Enhancer without the consent of such Series Enhancer.

(f) Any Supplement executed in accordance with the provisions of Section 6.03 shall not be considered an amendment to this Agreement for the purposes of this Section.

(g) The Holders of Investor Certificates evidencing more than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series, or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two or more classes, of each Class) may, on behalf of all Certificateholders, waive any default by the Sellers or the Servicer in the performance of their obligations hereunder and its consequences, except the failure to make any distributions required to be made to Investor Certificateholders or to make any required deposits of any amounts to be so distributed. Upon any such waiver of a past default, such default shall cease to exist, and any default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived.

Section 13.02. Protection of Right, Title and Interest to Trust. (a) The Servicer shall cause this Agreement, all amendments and supplements hereto and/or all financing statements (including amendments thereto) and continuation statements and any other necessary documents covering the Certificateholders’ and the Trustee’s right, title and interest to the Trust to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust. The Servicer shall deliver to the Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Sellers shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph.

(b) Within 30 days after any of the Sellers makes any change in its name, identity, corporate structure or jurisdiction of organization which would make any financing statement or continuation statement filed in accordance with paragraph (a) seriously misleading within the meaning of Section 9-506 (or any comparable provision) of the UCC, such Seller shall give the Trustee notice of any such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Trust’s security interest in the Receivables and the proceeds thereof.

(c) Each Seller and the Servicer will give the Trustee prompt notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or

83

continuation statement or of any new financing statement and shall file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trust’s security interest in the Receivables and the proceeds thereof. Each Seller and the Servicer will at all times maintain each office from which it services Receivables and its principal executive offices within the United States.

(d) The Servicer will deliver to the Trustee and each Series Enhancer: (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) upon the execution and delivery of each amendment of Article I, II, III or IV or of any Supplement, other than amendments pursuant to Section 13.01(a), on each Addition Date on which any Lump Addition Accounts are to be designated as Accounts pursuant to Section 2.09(a) or (b) and on each date specified in Section 2.09(c)(iii) with respect to the inclusion of New Accounts as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.09(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibits H-1 and H-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before March 3l of each year, beginning with March 3l, 1992, an Opinion of Counsel substantially in the form of Exhibit H-2.

Section 13.03. Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor shall such death or incapacity entitle such Certificateholders’ legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.

(b) No Investor Certificateholder shall have any right to vote (except as expressly provided in this Agreement) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the Investor Certificateholders from time to time as partners or members of an association, nor shall any Investor Certificateholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.

(c) No Investor Certificateholder shall have any right by virtue of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Investor Certificateholder previously shall have made, and unless the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such action, suit or proceeding that does not relate to all Series, 50% of the aggregate unpaid principal amount of the Investor Certificates of all Series to which such action, suit or proceeding relates) shall have made, a request to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after such request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Investor Certificateholder with every other Investor Certificateholder and the Trustee, that no one or more Investor Certificateholders shall have any

84

right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the holders of any other of the Investor Certificates, or to obtain or seek to obtain priority over or preference to any other such Investor Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Investor Certificateholders except as otherwise expressly provided in this Agreement. For the protection and enforcement of the provisions of this Section, each and every Investor Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Section 13.04. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS; PROVIDED, HOWEVER, ANY SALE OF RECEIVABLES BY CITIBANK TO THE TRUSTEE ON BEHALF OF THE TRUST PURSUANT TO SECTION 2.01 OR SECTION 2.09 SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF SOUTH DAKOTA, INCLUDING TITLE 54, CHAPTER 1, SECTIONS 9 AND 10 OF THE SOUTH DAKOTA CODIFIED LAWS AND WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER RELATING TO ANY SUCH SALE SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 13.05. Notices; Payments. (a) All demands, notices, instructions, directions and communications (collectively, “Notices”) under this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at, mailed by registered mail, return receipt requested, or sent by facsimile transmission

(i) in the case of the Sellers, to:

Citibank, N.A.

701 E. 60th Street, North

Sioux Falls, South Dakota 57117

Facsimile: 605-331-4442 or 7232

with copies to:

Citigroup Inc.

One Court Square (6th Floor)

Long Island City, New York 11120

Attention: Treasury

Facsimile: 718-248-6855

Citigroup – Corporate Law Department

One Court Square (45th Floor)

Long Island City, New York 11120

Facsimile: 718-248-2705

85

(ii) in the case of the Trustee, to:

Deutsche Bank Trust Company Americas

60 Wall Street

New York, New York 10005

Attention: Global Securities Services—Structured Finance Services

Facsimile: 212-553-2460

(iii) in the case of Moody’s, to:

Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: ABS Monitoring Department 4th Floor

Facsimile: 212-553-7811

(iv) in the case of Standard & Poor’s, to:

Standard & Poor’s Ratings Services

55 Water Street

New York, NY 10041

Attention: Asset Backed Group

Facsimile: 212-438-2648

(v) in the case of Fitch, to:

Fitch Ratings

33 Whitehall Street

New York, New York 10004

Attention: Asset Backed Group

Facsimile: 212-514-9879

(vi) in the case of the Paying Agent or the Transfer Agent and Registrar, to:

Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, New York 10013

Attention: Corporate Agency and Trust

Facsimile: 212-816-5527

(v) to any other Person as specified in any Supplement; or, as to each party, at such other address or facsimile number as shall be designated by such party in a written notice to each other party.

(b) Any Notice required or permitted to be given to a Holder of Registered Certificates shall be given by first-class mail, postage prepaid, at the address of such Holder as shown in the Certificate Register. Any Notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Investor Certificateholder receives such Notice. In addition, if and so long as any

86

Series or Class is listed on the Luxembourg Stock Exchange and such Exchange shall so require, any Notice to Investor Certificateholders shall be published in an Authorized Newspaper of general circulation in Luxembourg within the time period prescribed in this Agreement.

(c) All Notices to be given to Citibank, as a Seller or as Servicer, shall be deemed given if one Notice is provided to the address of Citibank. All Notices to be made to the Sellers shall be deemed given if one notice is provided to the address of Citibank. All payments hereunder to Citibank, whether as Seller or as Servicer, shall be made to such account as such party may specify in writing. All payments hereunder to the Sellers shall be deemed made if made to the account of Citibank as provided above.

(d) Nothing in this Section 13.05 shall preclude or render ineffective Notices given in any other manner or by any other means authorized or permitted by any other Section of this Agreement or otherwise accepted by the recipient of any Notice.

Section 13.06. Rule 144A Information. For so long as any of the Investor Certificates of any Series or Class are “restricted securities” within the meaning of Rule 144(a)(3) under the Act, each of the Sellers, the Trustee, the Servicer and any Series Enhancer agree to cooperate with each other to provide to any Investor Certificateholders of such Series or Class and to any prospective purchaser of Certificates designated by such an Investor Certificateholder, upon the request of such Investor Certificateholder or prospective purchaser, any information required to be provided to such holder or prospective purchaser to satisfy the condition set forth in Rule 144A(d)(4) under the Act.

Section 13.07. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of the remaining provisions or of the Certificates or the rights of the Certificateholders.

Section 13.08. Assignment. Notwithstanding anything to the contrary contained herein, except as provided in Section 8.02, this Agreement may not be assigned by the Servicer without the prior consent of Holders of Investor Certificates evidencing not less than 66-2/3% of the aggregate unpaid principal amount of all outstanding Investor Certificates.

Section 13.09. Certificates Nonassessable and Fully Paid. It is the intention of the parties to this Agreement that the Certificateholders shall not be personally liable for obligations of the Trust, that the interests in the Trust represented by the Certificates shall be nonassessable for any losses or expenses of the Trust or for any reason whatsoever and that Certificates upon authentication thereof by the Trustee pursuant to Section 6.02 are and shall be deemed fully paid.

Section 13.10. Further Assurances. The Sellers and the Servicer agree to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the Trustee more fully to effect the purposes of this Agreement, including the execution of any financing statements or continuation statements relating to the Receivables for filing under the provisions of the UCC of any applicable jurisdiction.

87

Section 13.11. Nonpetition Covenant. Notwithstanding any prior termination of this Agreement, the Servicer, the Trustee, each Seller and each holder of a Supplemental Certificate shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Trust, acquiesce, petition or otherwise invoke or cause the Trust to invoke the process of any Governmental Authority for the purpose of commencing or sustaining a case against the Trust under any Federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Trust or any substantial part of its property or ordering the winding-up or liquidation of the affairs of the Trust.

Section 13.12. No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Trustee or the Certificateholders, any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges provided under this Agreement are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

Section 13.13. Counterparts. This Agreement may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument.

Section 13.14. Third-Party Beneficiaries. This Agreement will inure to the benefit of and be binding upon the parties hereto, the Certificateholders, any Series Enhancer and their respective successors and permitted assigns. Except as otherwise expressly provided in this Agreement, no other Person will have any right or obligation hereunder.

Section 13.15. Actions by Certificateholders. (a) Wherever in this Agreement a provision is made that an action may be taken or a Notice given by Certificateholders, such action or Notice may be taken or given by any Certificateholder, unless such provision requires a specific percentage of Certificateholders.

(b) Any Notice, request, authorization, direction, consent, waiver or other act by the Holder of a Certificate shall bind such Holder and every subsequent Holder of such Certificate and of any Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done or omitted to be done by the Trustee or the Servicer in reliance thereon, whether or not notation of such action is made upon such Certificate.

Section 13.16. Merger and Integration. Except as specifically stated otherwise herein, this Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement. This Agreement may not be modified, amended, waived or supplemented except as provided herein.

Section 13.17. Headings. The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

88

Section 13.18. Sale; Security Interest. It is the intention of the parties hereto that the arrangements with respect to the Receivables shall constitute a purchase and sale of such Receivables and not a loan. In the event, however, that it were determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that the Sellers shall be deemed to have granted to the Trustee, on behalf of the Trust, a first priority perfected security interest in all of the Sellers’ right, title and interest in, to and under the Receivables, now existing and hereafter created, and the other Trust Assets conveyed by the Sellers to secure their obligations hereunder. Accordingly, the Sellers hereby grant to the Trustee a security interest in all of the Sellers’ right, title and interest in, to and under the Receivables now existing and hereafter created, all monies due or to become due and all amounts received with respect thereto and all “proceeds” thereof and any other Trust Assets, to secure all the Sellers’ obligations hereunder, including the Sellers’ obligation to sell or transfer Receivables hereafter created to the Trust. This Agreement shall constitute a security agreement under applicable law.

Section 13.19. Additional Representations, Warranties and Covenants Relating to UCC Article 9. With respect to the Receivables transferred to the Trust pursuant to Section 2.01 of the Agreement (the “Transferred Receivables”), each Seller represents, warrants and covenants as follows:

(a) This Agreement and each applicable Assignment constitute a valid sale, transfer and assignment to the Trust of all right, title and interest of the Sellers in the Receivables now existing or hereafter created, all monies due or to become due and all amounts received with respect thereto and the “proceeds” thereof (as defined in the applicable UCC), or, if this Agreement and the Assignments do not constitute a sale of such property, they constitute a valid and continuing security interest (as defined in the applicable UCC) in the Receivables in favor of the Trustee, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Sellers.

(b) The Receivables constitute “accounts” within the meaning of the applicable UCC.

(c) At the time of transfer by the Sellers to the Trust, the applicable Seller owned and had good and marketable title to the Receivables free and clear of any Lien, claim or encumbrance of any Person.

(d) Each Seller has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables granted to the Trustee under this Agreement and any applicable Assignment.

(e) Other than the security interest granted to the Trustee pursuant to this Agreement and any Assignment, no Seller has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables (except for Liens terminated or released at or before the time of the transfer of such Receivables to the Trust). No Seller has authorized the filing of or is aware of any financing statements against such Seller that include a description of collateral covering the Receivables other than any financing

89

statement (i) relating to the security interest granted to the Trustee pursuant to this Agreement or any Assignment, or (ii) that has been terminated or released. No Seller is aware of any judgment or tax lien filings against it.

Section 13.20. Intent of Parties Concerning Receivables Sold by Citibank. Each of the parties hereto hereby agrees that with respect to any Receivables or other property, assets or rights purported to be transferred, in whole or in part, by Citibank pursuant to this Agreement (including each Assignment) such transfer shall be deemed to constitute a “securitization transaction” as the term is defined in the South Dakota Codified Laws Title 54, Chapter 1, Sections 9 and 10. In addition, each of the parties hereto hereby agrees that any transfer of Receivables or other property, assets or rights, in whole or in part, by Citibank pursuant to this Agreement (including each Assignment) shall be subject to the provisions of South Dakota Codified Laws Title 54, Chapter 1, Section 10, all of which are incorporated herein by reference.

ARTICLE XIV

ASSET REPRESENTATIONS REVIEW TRIGGERS

Section 14.01. Delinquency Trigger. (a) The Servicer or the Seller shall, on behalf of the Trust, provide written notice to the Trustee and disclose the occurrence of any Delinquency Trigger in the distribution report on Form 10-D for the distribution period in which such Delinquency Trigger occurs.

(b) The Seller shall review and may adjust the Delinquency Trigger Rate upon the occurrence of any of the following events: (i) the filing of a new registration statement with the Commission relating to any Notes (as defined in the Series 2000 Supplement hereto) or Investor Certificates to be offered and sold from time to time by the Seller; and (ii) a change in law or regulation (including any new or revised interpretation of an existing law or regulation) that, in the Seller’s judgment, could reasonably be expected to have a material effect on the delinquency rate for Obligor payments on the Accounts or the manner by which delinquencies are defined or determined; provided, however, that for so long as a Delinquency Trigger has occurred and is continuing, a review of the Delinquency Trigger Rate that would otherwise be required as specified above will be delayed until the date on which the Servicer or the Seller shall, on behalf of the Trust, report in the applicable distribution report on Form 10-D that the Delinquency Trigger is no longer continuing.

(c) In the case of a review of the Delinquency Trigger Rate undertaken upon the occurrence of an event described in clause (i) of Section 14.01(b), the Seller may increase or decrease the Delinquency Trigger Rate by any amount it reasonably determines to be appropriate based on the composition of the Receivables at the time of the review. In the case of a review undertaken upon the occurrence of any event described in clause (ii) of Section 14.01(b), the Seller may increase or decrease the Delinquency Trigger Rate by any amount it reasonably determines to be appropriate as a result of the related change in law or regulation. The Servicer or the Seller shall, on behalf of the Trust, disclose the Delinquency Trigger Rate, as adjusted, in the distribution report on Form 10-D for the distribution period in which the adjustment occurs, which report shall also include a description of how the adjusted Delinquency Trigger Rate was determined to be appropriate.

90

Section 14.02. Investor Action to Initiate an Asset Representations Review. (a) Within 90 days following the date on which the Servicer or the Seller, on behalf of the Trust, discloses the occurrence of a Delinquency Trigger pursuant to Section 14.01(a), Holders of Investor Certificates holding at least 5% of the aggregate unpaid principal amount of all outstanding Investor Certificates may submit a written petition to the Seller and the Trustee directing that a vote be taken on whether to initiate an Asset Representations Review. For the avoidance of doubt, for so long as a Delinquency Trigger has occurred and is continuing, a new 90-day petition period shall commence each month, beginning on the date on which the Servicer or the Seller, on behalf of the Trust, discloses in the related distribution report on Form 10-D that the Delinquency Trigger is continuing.

(b) If Holders of Investor Certificates submit a written petition directing that a vote be taken in accordance with Section 14.02(a), then the Trustee shall (i) promptly provide written notice of such direction to all Holders of Investor Certificates by delivering notice of such direction to Holders of Investor Certificates at their addresses appearing on the Certificate Register and (ii) conduct a solicitation of votes of Holders of Investor Certificates to initiate a review, which solicitation of votes shall occur within 90 days of the delivery of such notice by the Trustee. If (x) a vote in which an Asset Review Quorum participates occurs within such 90-day period and (y) Holders of Investor Certificates holding more than 50% of the aggregate unpaid principal amount of all outstanding Investor Certificates casting a vote direct that a review be undertaken, then the Trustee shall promptly provide written notice to the Seller, the Servicer and Holders of Investor Certificates in the same manner as described above. Upon receipt of such notice from the Trustee, the Servicer will promptly provide written notice to the Asset Representations Reviewer and an Asset Representations Review will commence in accordance with the terms set forth in the Asset Representations Review Agreement.

(c) Notwithstanding any provisions of this Article XIV to the contrary, and subject to the additional requirements and conditions set forth in this Article XIV, for so long as a petition to direct that a vote be taken, a vote itself, or an Asset Representations Review is underway in accordance with Section 14.02(a), Section 14.02(b), or the terms of the Asset Representations Review Agreement, respectively, Holders of Investor Certificates may not initiate another petition, vote, or Asset Representations Review unless and until such prior petition, vote, or Asset Representations Review is completed. For purposes of this Section 14.02(c):

(i) a petition will be considered completed only (A) if the petition does not result in a vote, (B) if a vote occurs, such vote does not result in an Asset Representations Review, or (C) if an Asset Representations Review occurs, at such time as the Servicer or the Seller, on behalf of the Trust, includes a summary of the Asset Representations Reviewer’s final report setting out the findings of its Asset Representations Review in a distribution report on Form 10-D in accordance with the terms of the Asset Representations Review Agreement;

91

(ii) a vote will be considered completed only (A) if the vote does not result in an Asset Representations Review or (B) if an Asset Representations Review occurs, at such time as the Servicer or the Seller, on behalf of the Trust, includes a summary of the Asset Representations Reviewer’s final report setting out the findings of its Asset Representations Review in a distribution report on Form 10-D in accordance with the terms of the Asset Representations Review Agreement; and

(iii) an Asset Representations Review will be considered completed only at such time as the Servicer or the Seller, on behalf of the Trust, includes a summary of the Asset Representations Reviewer’s final report setting out the findings of its Asset Representations Review in a distribution report on Form 10-D in accordance with the terms of the Asset Representations Review Agreement.

(d) If at the completion of an Asset Representations Review undertaken in accordance with the terms set forth in the Asset Representations Review Agreement, the Asset Representations Reviewer’s findings and conclusions indicate that any Receivables reviewed did not comply with the related representations and warranties, the Seller shall investigate any such findings of non-compliance contained in the report and make a determination regarding whether any such non-compliance constitutes a breach of any contractual provision of this Agreement or the Receivables Purchase Agreement. If the Seller determines that such a breach has occurred, it will provide notice of such breach to the Servicer and the Trustee.

92

IN WITNESS WHEREOF, the Bank, the Servicer and the Trustee have caused this Agreement to be duly executed by their respective officers as of the day and year first above written.

CITIBANK, N.A., Seller and Servicer,

By:

Name:

Title:

DEUTSCHE BANK TRUST COMPANY AMERICAS, Trustee,

By:

Name:

Title:

By:

Name:

Title:

93

EXHIBIT A

FORM OF BANK CERTIFICATE

THIS BANK CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NEITHER THIS BANK CERTIFICATE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.

THIS BANK CERTIFICATE IS NOT PERMITTED TO BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

No. R-                                                                                                                                                                                         One Unit

CITIBANK CREDIT CARD MASTER TRUST I

BANK CERTIFICATE

THIS CERTIFICATE REPRESENTS AN INTEREST

IN CERTAIN ASSETS OF THE

CITIBANK CREDIT CARD MASTER TRUST I

Evidencing an interest in a trust, the corpus of which consists primarily of receivables generated from time to time in the ordinary course of business in a portfolio of revolving credit card accounts owned by Citibank, N.A. (the “Bank”) and, in certain circumstances, certain Additional Sellers (as defined in the Pooling and Servicing Agreement referred to below).

(Not an interest in or obligation of the Sellers or any affiliate thereof)

This certifies that CITIBANK, N.A is the registered owner of a fractional interest in the assets of a trust (the “Trust”) not allocated to the Certificateholders’ Interest or the interest of any holder of a Supplemental Certificate pursuant to the Third Amended and Restated Pooling and Servicing Agreement dated as of [        ] [    ], 2016 (as amended and supplemented, the “Agreement”), between Citibank, N.A., a national banking association, as Seller and Servicer, and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”). The corpus of the Trust consists of (i) a portfolio of all receivables (the “Receivables”) existing in the revolving credit card accounts identified under the Agreement from time to time (the “Accounts”), (ii) all Receivables generated under the Accounts from time to time thereafter, (iii) funds collected or to be collected from cardholders in respect of the Receivables, (iv) all funds which are from time to time on deposit in the Collection Account and in the Series Accounts, (v) the benefits of any Series Enhancements issued and to be issued by Series Enhancers with respect to one or more Series of Investor Certificates and (vi) all other

assets and interests constituting the Trust. Although a summary of certain provisions of the Agreement is set forth below, this Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Trustee. A copy of the Agreement may be requested from the Trustee by writing to the Trustee at the Corporate Trust Office. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Agreement.

This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement, as amended and supplemented from time to time, the Bank by virtue of its acceptance hereof assents and is bound.

The Receivables consist of Principal Receivables which arise generally from the purchase of merchandise and services and amounts advanced to cardholders as cash advances and Finance Charge Receivables which arise generally from Periodic Rate Finance Charges, Cash Advance Fees, Late Payment Fees and annual membership fees with respect to the Accounts.

This Certificate is the Bank Certificate, which represents the Banks’ Interest in certain assets of the Trust, including the right to receive a portion of the Collections and other amounts at the times and in the amounts specified in the Agreement. The aggregate interest represented by the Bank Certificate at any time in the Receivables in the Trust shall not exceed the Banks’ Interest at such time. In addition to the Bank Certificate, (i) Investor Certificates will be issued to investors pursuant to the Agreement, which will represent the Certificateholders’ Interest, and (ii) Supplemental Certificates may be issued pursuant to the Agreement, which will represent that portion of the Sellers’ Interest not allocated to the Bank. This Bank Certificate shall not represent any interest in the Collection Account or the Series Accounts, except as expressly provided in the Agreement, or any Series Enhancements.

The Sellers have entered into the Agreement, and this Certificate is issued, with the intention that, for Federal, state and local income and franchise tax purposes only, the Investor Certificates will qualify as indebtedness of the Sellers secured by the Receivables. The Bank, by entering into the Agreement and by its acceptance of this Certificate, agrees to treat the Investor Certificates for Federal, state and local income and franchise tax purposes as indebtedness of the Sellers.

Subject to certain conditions and exceptions specified in the Agreement, the obligations created by the Agreement and the Trust created thereby shall terminate upon the earliest of (i) the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of Saint James, living on May 29, 1991, (ii) the day following the Distribution Date on which the Invested Amount for each Series is zero and (iii) the time provided in Section 9.02(b) of the Agreement.

A-2

Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee, by manual or facsimile signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

IN WITNESS WHEREOF, the Bank has caused this Certificate to be duly executed.

CITIBANK, N.A.,

By:

Name:

Title:

Dated: [Date]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is the Bank Certificate described in the within-mentioned Agreement.

DEUTSCHE BANK TRUST COMPANY AMERICAS,

  as Trustee,

By:
	Authorized Officer
	or
By: CITIBANK, N.A.,
	as Authenticating Agent      for the Trustee,
By:
	Authorized Officer

A-3

EXHIBIT B

FORM OF ASSIGNMENT OF RECEIVABLES IN ADDITIONAL ACCOUNTS

(As required by Section 2.09 of

the Pooling and Servicing Agreement)

ASSIGNMENT No.      OF RECEIVABLES IN ADDITIONAL ACCOUNTS dated as             ,         * by and among CITIBANK, N.A., Seller and Servicer (“Citibank”), [                    ], an Additional Seller ([“                    ”] and, together with Citibank, the “Sellers”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (the “Trustee”), pursuant to the Pooling and Servicing Agreement referred to below.

W I T N E S S E T H :

WHEREAS, the Sellers, the Servicer and the Trustee are parties to the Third Amended and Restated Pooling and Servicing Agreement dated as of [        ] [    ], 2016 (as amended and supplemented, the “Agreement”);

WHEREAS, pursuant to the Agreement, [Citibank] wishes to designate Additional Accounts to be included as Accounts and to convey the Receivables of such Additional Accounts, whether now existing or hereafter created, to the Trust as part of the corpus of the Trust (as each such term is defined in the Agreement); and

WHEREAS, the Trustee is willing to accept such designation and conveyance subject to the terms and conditions hereof;

NOW, THEREFORE, the Sellers, the Servicer and the Trustee hereby agree as follows:

1. Defined Terms. All capitalized terms used herein shall have the meanings ascribed to them in the Agreement unless otherwise defined herein.

“Addition Date” shall mean, with respect to the Additional Accounts designated hereby,             , 20    .

* To be dated as of the applicable Addition Date.

“Additional Cut-Off Date” shall mean, with respect to the Additional Accounts designated hereby,             , 20    .*

2. Designation of Additional Accounts. Attached as Schedule I hereto is a computer file or microfiche list containing a true and complete schedule identifying all such Additional Accounts specifying for each such Account, as of the Additional Cut-Off Date, its account number [, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account],** which computer file or microfiche list shall supplement Schedule I to the Agreement.

3. Conveyance of Receivables.

(a) [Each of the Sellers] does hereby sell, transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders, all its right, title and interest in, to and under the Receivables of such Additional Accounts existing at the close of business on the Additional Cut-Off Date and thereafter created from time to time until the termination of the Trust, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof (including “proceeds” as defined in the UCC as in effect in the State of South Dakota [and other applicable states]). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Servicer, any Seller or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems, VISA, MasterCard, American Express or insurers.

(b) In connection with such sale, the Sellers agree to record and file, at their own expense, financing statements (and continuation statements when applicable) with respect to the Receivables now existing and hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the sale and assignment of the Receivables to the Trust, and to deliver a file-stamped copy of each such financing statement or other evidence of such filing to the Trustee on or prior to the Addition Date. The Trustee shall be under no obligation whatsoever to file such financing or continuation statements or to make any other filing under the UCC in connection with such sale and assignment.

(c) In connection with such sale, the Sellers further agree, at their own expense, on or prior to the date of this Assignment, to indicate in the appropriate computer files that Receivables created in connection with the Additional Accounts designated hereby have been conveyed to the Trust pursuant to the Agreement and this Assignment for the benefit of the Certificateholders.

* The definition of “Additional Cut-Off Date” only needs to be included in an Assignment for Lump Additions.

** The bracketed language is to be included only in an Assignment for Lump Additions.

B-2

4. Acceptance by Trustee. Subject to the satisfaction of the conditions set forth in Section 6 of this Assignment, the Trustee hereby acknowledges its acceptance on behalf of the Trust of all right, title and interest to the property, now existing and hereafter created, conveyed to the Trust pursuant to Section 3(a) of this Assignment, and declares that it shall maintain such right, title and interest, upon the trust set forth in the Agreement for the benefit of all Certificateholders. The Trustee further acknowledges that, prior to or simultaneously with the execution and delivery of this Assignment, the Sellers delivered to the Trustee the computer file or microfiche list described in Section 2 of this Assignment.

5. Representations and Warranties of the Sellers. Each of the Sellers hereby represents and warrants to the Trustee, on behalf of the Trust, as of the date of this Assignment and as of the Addition Date that:

(a) Legal Valid and Binding Obligation. This Assignment constitutes a legal, valid and binding obligation of such Seller enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect;

(b) Eligibility of Accounts. Each Additional Account designated hereby is an Eligible Account;

(c) Insolvency. As of each of the Additional Cut-off Date and the Addition Date for each of the Additional Accounts designated hereby, no Insolvency Event with respect to any of the Sellers has occurred and the transfer of the Receivables arising in the Additional Accounts to the Trust has not been made in contemplation of the occurrence thereof;

(d) Adverse Effect. The addition of the Receivables arising in the Additional Accounts will not result in the occurrence of an Amortization Event;

(e) Security Interest. This Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of such Seller in the Receivables now existing or hereafter created, all monies due or to become due and all amounts received with respect thereto and the “proceeds” thereof (including “proceeds” as defined in the UCC as in effect in the State of South Dakota [and other applicable states]), or, if this Assignment does not constitute a sale of such property, it constitutes a grant of a first priority perfected “security interest” (as defined in the UCC as in effect in the State of South Dakota [and other applicable states]) in such property to the Trust, which, in the case of existing Receivables and the proceeds thereof, is enforceable upon execution and delivery of this Assignment, and which will be enforceable with respect to such Receivables hereafter created and the proceeds thereof upon such creation. Upon the filing of the financing statements described in Section 3 of this Assignment (if required) and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected security or ownership interest in such property;

B-3

(f) No Conflict. The execution and delivery by such Seller of this Assignment, the performance of the transactions contemplated by this Assignment and the fulfillment of the terms hereof applicable to such Seller, will not conflict with or violate any Requirements of Law applicable to such Seller or conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which such Seller is a party or by which it or its properties are bound;

(g) No Proceedings. There are no proceedings or investigations, pending or, to the best knowledge of such Seller, threatened against such Seller before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (i) asserting the invalidity of this Assignment, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Assignment, (iii) seeking any determination or ruling that, in the reasonable judgment of such Seller, would materially and adversely affect the performance by such Seller of its obligations under this Assignment or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Assignment; and

(h) All Consents. All authorizations, consents, orders or approvals of any course or other governmental authority required to be obtained by such Seller in connection with the execution and delivery of this Assignment by such Seller and the performance of the transactions contemplated by this Assignment by such Seller, have been obtained.

6. Conditions Precedent. The acceptance of the Trustee set forth in Section 4 of this Assignment and the ratification of the Agreement as supplemented by this Assignment as set forth in Section 7 of this Assignment are subject to the satisfaction, on or prior to the Addition Date, of the following conditions precedent:

(a) Representations and Warranties. Each of the representations and warranties made by the Sellers in Section 5 of this Assignment shall be true and correct as of the date of this Assignment and as of the Addition Date.

(b) Agreement. Each of the conditions set forth in Section 2.09(d) of the Agreement applicable to the designation of the Additional Accounts to be designated hereby shall have been satisfied and each of the covenants set forth in Section 2.09(g) of the Agreement applicable to the designation of Additional Accounts to be designated hereby shall have been fulfilled.

(c) Additional Information. Each Seller shall have delivered to the Trustee such information as was reasonably requested by the Trustee to satisfy itself as to the accuracy of the representation and warranty set forth in Section 5(c) of this Assignment.

B-4

7. Ratification of Agreement. As supplemented by this Assignment, the Agreement is in all respects ratified and confirmed and the Agreement as so supplemented by this Assignment shall be read, taken and construed as one and the same instrument.

8. Counterparts. This Assignment may be executed in two or more counterparts, and by different parties on separate counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument.

9. GOVERNING LAW. THIS ASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF SOUTH DAKOTA, INCLUDING SOUTH DAKOTA CODIFIED LAWS TITLE 54, CHAPTER 1, SECTIONS 9 AND 10, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

B-5

IN WITNESS WHEREOF, the Sellers, the Servicer and the Trustee have caused this Assignment to be duly executed by their respective officers as of the day and year first above written.

CITIBANK, N.A., Seller and Servicer,

By:

Name:

Title:

[                                         ], Seller,

By:

Name:

Title:

DEUTSCHE BANK TRUST COMPANY

     AMERICAS, Trustee,

By:

Name:

Title:

By:

Name:

Title:

B-6

EXHIBIT C

FORM OF REASSIGNMENT OF RECEIVABLES IN REMOVED ACCOUNTS

(As required by Section 2.10 of

the Pooling and Servicing Agreement)

REASSIGNMENT No.      OF RECEIVABLES IN REMOVED ACCOUNTS dated as of             ,         *, by and among CITIBANK, N.A., a national banking association, Seller and Servicer (“Citibank”); [                    ], an Additional Seller ([”                    ” and, together with Citibank, the “Sellers”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (the “Trustee”), pursuant to the Pooling and Servicing Agreement referred to below.

W I T N E S S E T H:

WHEREAS, the Sellers, the Servicer and the Trustee are parties to the Third Amended and Restated Pooling and Servicing Agreement dated as of [        ] [    ], 2016 (as amended and supplemented, the “Agreement”);

WHEREAS, pursuant to the Agreement, the Sellers wish to remove all Receivables from certain designated Accounts of the Sellers (the “Removed Accounts”) and to cause the Trustee to reconvey all Receivables, if any, in such Removed Accounts, whether now existing or hereafter created, from the Trust to the Sellers (as each such term is defined in the Agreement); and

WHEREAS, the Trustee, on behalf of the Trust, is willing to accept such designation and to reconvey the Receivables in the Removed Accounts subject to the terms and conditions hereof;

NOW, THEREFORE, the Sellers, the Servicer and the Trustee hereby agree as follows:

1. Defined Terms. All terms defined in the Agreement and used herein shall have such defined meanings when used herein, unless otherwise defined herein. In addition, the following terms shall have the following meanings:

“Removal Date” shall mean, with respect to the Removed Accounts designated hereby,             , 20    .

“Removal Notice Date” shall mean, with respect to the Removed Accounts designated hereby,             , 20    .

* To be dated as of the Removal Date.

2. Designation of Removed Accounts. Attached as Schedule I hereto is a computer file or microfiche list containing a true and complete schedule identifying all Accounts the Receivables of which are being removed from the Trust, specifying for each such Account, as of the Removal Notice Date, its account number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables in such Account, which computer file or microfiche list shall supplement Schedule 1 to the Agreement.

3. Conveyance of Receivables. (a) The Trustee does hereby transfer, assign, set over and otherwise convey to the Sellers, without recourse, on and after the Removal Date, all right, title and interest of the Trust in, to and under the Receivables, if any, existing at the close of business on the Removal Date and thereafter created from time to time in the Removed Accounts designated hereby, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof but excluding all Recoveries relating thereto.

(b) In connection with such transfer, the Trustee agrees to authorize and deliver to the Sellers on or prior to the date this Reassignment is delivered, if necessary, a UCC termination statement with respect to the Receivables, if any, existing at the close of business on the Removal Date and thereafter created from time to time in the Removed Accounts designated hereby (which may be a single termination statement with respect to all such Receivables) evidencing the release by the Trustee on behalf of the Trust of its interest in the Receivables, if any, in the Removed Accounts, and meeting the requirements of applicable state law, in such manner and such jurisdictions as are necessary to terminate such interest.

4. Acceptance by Trustee. The Trustee hereby acknowledges that, prior to or simultaneously with the execution and delivery of this Reassignment, the Sellers delivered to the Trustee the computer file or microfiche list described in Section 2 of this Reassignment.

5. Representations and Warranties of the Sellers. Each of the Sellers hereby represents and warrants to the Trustee, on behalf of the Trust, as of the Removal Date:

(a) Legal, Valid and Binding Obligation. This Reassignment constitutes a legal, valid and binding obligation of such Seller enforceable against such Seller, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect; and

(b) Adverse Effect. The removal of the Receivables, if any, existing in the Removed Accounts will not result in the occurrence of an Amortization Event.

6. Conditions Precedent. The ratification of the Agreement as supplemented by this Reassignment as set forth in Section 7 hereof is subject to the satisfaction, on or prior to the Removal Date, of the following conditions precedent:

Officer’s Certificate. Each of the Sellers shall have delivered to the Trustee an Officer’s Certificate certifying that (i) as of the Removal Date, all requirements set forth in

C-2

Section 2.10(a) of the Agreement for designating Removed Accounts and reconveying the Receivables of such Removed Accounts, whether existing at the close of business on the Removal Data or thereafter created from time to time have been satisfied, (ii) each of the representations and warranties made by the Sellers in Section 5 hereof is true and correct as of the Removal Date. The Trustee may conclusively rely on such Officer’s Certificates, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying.

7. Ratification of Agreement. As supplemented by this Reassignment, the Agreement is in all respects ratified and confirmed and the Agreement as so supplemented by this Reassignment shall be read, taken and construed as one and the same instrument.

8. Counterparts. This Reassignment may be executed in two or more counterparts, and by different parties on separate counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument.

9. GOVERNING LAW. THIS REASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

C-3

IN WITNESS WHEREOF, the Sellers, the Servicer and the Trustee have caused this Reassignment to be duly executed by their respective officers as of the day and year first above written.

CITIBANK, N.A., Seller and Servicer,

By:

Name:

Title:

[                                         ], Seller,

By:

Name:

Title:

DEUTSCHE BANK TRUST COMPANY AMERICAS, Trustee,

By:

Name:

Title:

By:

Name:

Title:

C-4

EXHIBIT D

FORM OF ANNUAL SERVICER’S CERTIFICATE

(To be delivered on or before March 31 of

each calendar year beginning with March 31, 1992,

pursuant to Section 3.05 of the Pooling and

Servicing Agreement referred to below)

CITIBANK, N.A.

CITIBANK CREDIT CARD MASTER TRUST I

The undersigned, a duly authorized representative of Citibank, N.A., as Servicer (“Citibank”), pursuant to the Third Amended and Restated Pooling and Servicing Agreement dated as of [        ] [    ], 2016 (as amended and supplemented, the “Agreement”) between Citibank, as Seller and Servicer, and Deutsche Bank Trust Company Americas, as Trustee, does hereby certify that:

1. Citibank is, as of the date hereof, the Servicer under the Agreement. Capitalized terms used in this Certificate have their respective meanings as set forth in the Agreement.

2. The undersigned is a Servicing Officer who is duly authorized pursuant to the Agreement to execute and deliver this Certificate to the Trustee.

3. A review of the activities of the Servicer during the calendar year ended December 31, 20     and of its performance under the Agreement was conducted under my supervision.

4. Based on such review, the Servicer has, to the best of my knowledge, performed in all material respects its obligations under the Agreement throughout such year and no default in the performance of such obligations has occurred or is continuing except as set forth in paragraph 5 below.

5. The following is a description of each default in the performance of the Servicer’s obligations under the provisions of the Agreement known to me to have been made by the Servicer during the year ended December 31, 20    , which description sets forth in detail (i) the nature of each such default, (ii) the action taken, if any, by the Servicer to remedy each such default and (iii) the current status of each such default: [If applicable, insert “None.”]

IN WITNESS WHEREOF, the undersigned has executed this Certificate this      day of         , 20    .

By:
Name:
Title:	Servicing Officer

D-2

EXHIBIT E-1

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). NEITHER THIS CERTIFICATE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE 1933 ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF A BENEFIT PLAN (AS DEFINED BELOW).

EXHIBIT E-2

(FORM OF UNDERTAKING LETTER)

[Date]

Deutsche Bank Trust Company Americas, as Trustee

60 Wall Street

New York, New York 10005

Attention: Global Securities Services—Structured Finance Services

Citibank, N.A.

701 East 60th Street, North

Sioux Falls, South Dakota 57117

Citigroup – Corporate Law Department

One Court Square (45th Floor)

Long Island City, New York 11120

Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, New York 10013

Attention: Corporate Agency and Trust

Re: Purchase of $        * principal amount of Citibank Credit Card Master Trust I, [    %][Floating Rate] Credit Card Participation Certificates, Series [                    ]

Ladies and Gentlemen:

In connection with our purchase of the above-referenced Credit Card Participation Certificates (the “Certificates”) we confirm that:

1. we understand that the Certificates are not being registered under the Securities Act of 1933, as amended (the “1933 Act”), and are being sold to us in a transaction that is exempt from the registration requirements of the 1933 Act;

2. any information we desire concerning the Certificates or any other matter relevant to our decision to purchase the Certificates is or has been made available to us;

* Not less than $250,000 minimum principal amount.

3. we have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Certificates, and we (and any account for which we are purchasing under paragraph (4) below) are able to bear the economic risk of an investment in the Certificates; we (and any account for which we are purchasing under paragraph (4) below) are an “accredited investor” (as such term is defined in Rule 501(a)(1), (2) or (3) of Regulation D under the 1933 Act); and we are not, and none of such accounts is, an Employee Benefit Plan;

4. we are acquiring the Certificates for our own account or for accounts as to which we exercise sole investment discretion and not with a view to any distribution of the Certificates, subject, nevertheless, to the understanding that the disposition of our property shall at all times be and remain within our control;

5. we agree that the Certificates must be held indefinitely by us unless subsequently registered under the 1933 Act or an exemption from any registration requirements of that Act and any applicable state securities law is available;

6. we agree that in the event that at some future time we wish to dispose of or exchange any of the Certificates (such disposition or exchange not being currently foreseen or contemplated), we will not transfer or exchange any of the Certificates unless:

(a)(i) the sale is of at least U.S. $250,000 principal amount of Certificates to an Eligible Purchaser (as defined below), (ii) a letter to substantially the same effect as paragraphs (1), (2), (3), (4), (5) and (6) of this letter is executed promptly by the purchaser and (iii) all offers or solicitations in connection with the sale, whether directly or through any agent acting on our behalf, are limited only to Eligible Purchasers and are not made by means of any form of general solicitation or general advertising whatsoever; or

(b) the Certificates are transferred pursuant to Rule 144 under the 1933 Act by us after we have held them for more than three years; or

(c) the Certificates are sold in any other transaction that does not require registration under the 1933 Act and, if the Sellers, the Servicer, the Trustee or the Transfer Agent and Registrar so requests, we theretofore have furnished to such party an opinion of counsel satisfactory to such party, in form and substance satisfactory to such party, to such effect; or

(d) the Certificates are transferred pursuant to an exception from the registration requirements of the 1933 Act under Rule 144A under the 1933 Act; and

E-2-2

7. we understand that the Certificates will bear a legend to substantially the following effect:

“THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). NEITHER THIS CERTIFICATE NOR ANY PORTION HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE 1933 ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH PROVISIONS. THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF AN EMPLOYEE BENEFIT PLAN (AS DEFINED BELOW).”

The first paragraph of this legend may be removed if the Sellers, the Servicer, the Trustee and the Transfer Agent and Registrar have received an opinion of counsel satisfactory to them, in form and substance satisfactory to them, to the effect that such paragraph may be removed.

“Eligible Purchaser” means either an Eligible Dealer or a corporation, partnership or other entity which we have reasonable grounds to believe and do believe can make representations with respect to itself to substantially the same effect as the representations set forth herein. “Eligible Dealer” means any corporation or other entity the principal business of which is acting as a broker and/or dealer in securities. “Employee Benefit Plan” means any employee benefit plan, trust or account, including an individual retirement account, that is subject to the Employee Retirement Income Security Act of 1974, as amended, or that is described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended, or an entity whose underlying assets include plan assets by reason of a plan’s investment in such entity. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Third Amended and Restated Pooling and Servicing Agreement dated as of [        ] [     ], 2016, as amended and supplemented, between Citibank, N.A. and Deutsche Bank Trust Company Americas, as trustee.

Very truly yours,

(Name of Purchaser)

By

(Authorized officer)

E-2-3

EXHIBIT E-3

THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF A

BENEFIT PLAN (AS DEFINED BELOW).*

* The following text should be included in any certificate in which the above legend appears:

The [Certificates] may not be acquired by or for the account of any employee benefit plan, trust or account, including an individual retirement account, that is subject to the Employee Retirement Income Security Act of 1974, as amended, or that is described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended, or an entity whose underlying assets include plan assets by reason of a plan’s investment in such entity (a “Benefit Plan”). By accepting and holding this Certificate, the Holder hereof shall be deemed to have represented and warranted that it is not a Benefit Plan. By acquiring any interest in this Certificate, the applicable Certificate Owner or Owners shall be deemed to have represented and warranted that it or they are not Benefit Plans.

EXHIBIT F

FORM OF RECEIVABLES PURCHASE AGREEMENT

[NAME OF ACCOUNT OWNER]

and

[NAME OF RECEIVABLES PURCHASER]

RECEIVABLES PURCHASE AGREEMENT

Dated as of [            ], 20[     ]

TABLE OF CONTENTS
		Page
ARTICLE I
DEFINITIONS
Section 1.01.	Definitions		F-1
Section 1.02.	Other Definitional Provisions		F-3
ARTICLE II
PURCHASE AND CONVEYANCE OF RECEIVABLES
Section 2.01.	Purchase		F-3
ARTICLE III
CONSIDERATION AND PAYMENT
Section 3.01.	Purchase Price		F-5
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Section 4.01.	Representations and Warranties of [Short Name of Account Owner] Relating to [Short Name of Account Owner]		F-5
Section 4.02.	Representations and Warranties of [Short Name of Account Owner] Relating to the Agreement and the Receivables		F-6
Section 4.03.	Representations and Warranties of [Short Name of Receivables Purchaser]		F-7

1

		Page
ARTICLE V
COVENANTS
Section 5.01.	Covenants of [Short Name of Account Owner]		F-8
Section 5.02.	Covenants of [Short Name of Receivables Purchaser]		F-11
ARTICLE VI
TERM AND PURCHASE TERMINATION
Section 6.01.	Term		F-11
Section 6.02.	Purchase Termination		F-12
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.01.	Amendment		F-13
Section 7.02.	Governing Law		F-13
Section 7.03.	Notices		F-13
Section 7.04.	Severability of Provisions		F-14
Section 7.05.	Assignment		F-14
Section 7.06.	Acknowledgment and Agreement of [Short Name of Account Owner]		F-14
Section 7.07.	Further Assurances		F-15
Section 7.08.	No Waiver; Cumulative Remedies		F-15
Section 7.09.	Counterparts		F-15
Section 7.10.	Binding; Third-Party Beneficiaries		F-15
Section 7.11.	Merger and Integration		F-15
Section 7.12.	Headings		F-15
Section 7.13.	Schedules and Exhibits		F-15
Section 7.14.	Survival of Representations and Warranties		F-16

2

RECEIVABLES PURCHASE AGREEMENT, dated as of [            ], 20[    ], by and between [NAME OF RECEIVABLES PURCHASER], a national banking association organized under the laws of the United States of America (“[Short Name of Receivables Purchaser]”), and [NAME OF ACCOUNT OWNER], a national banking association organized under the laws of the United States of America (“[Short Name of Account Owner]”).

W I T N E S S E T H:

WHEREAS, [Short Name of Receivables Purchaser] desires to purchase Receivables (hereinafter defined) arising under certain credit card accounts of [Short Name of Account Owner];

WHEREAS, it is contemplated that certain of the Receivables purchased hereunder will be transferred by [Short Name of Receivables Purchaser] to the Master Trust (hereinafter defined) in connection with the issuance of certain asset-backed securities; and

WHEREAS, [Short Name of Account Owner] agrees that all covenants and agreements made by [Short Name of Account Owner] herein with respect to the Designated Accounts (hereinafter defined) and Receivables, to the extent such Designated Accounts and Receivables therein have been designated for the Master Trust, shall also be for the benefit of the Master Trust Trustee (hereinafter defined) and all beneficiaries of the Master Trust, including holders of the Certificates.

NOW, THEREFORE, it is hereby agreed by and between [Short Name of Account Owner] and [Short Name of Receivables Purchaser] as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Definitions. Capitalized words and phrases used herein or in any certificate or document, or Conveyance Paper made or delivered pursuant hereto, and not otherwise defined herein or therein, shall have the meaning ascribed thereto in the Pooling and Servicing Agreement; in addition, the following words and phrases shall have the following meanings:

“Agreement” shall mean this Receivables Purchase Agreement and all amendments hereof and supplements hereto.

“Appointment Date” shall have the meaning set forth in Section 6.02.

“Certificateholder” shall have the meaning set forth in the Pooling and Servicing Agreement.

F-1

“Citibank” shall mean Citibank, N.A., a national banking association organized under the laws of the United States of America, its successors and permitted assigns.

“Closing Date” shall mean [            ], 20[    ].

“Conveyance” shall have the meaning set forth in subsection 2.01(a).

“Conveyance Papers” shall have the meaning set forth in Section 4.01(c).

“Designated Accounts” shall mean each MasterCard^®, VISA^® and American Express^® account established pursuant to a Credit Card Agreement between [Short Name of Account Owner] and any person, which account is designated in Annex I to this Agreement or otherwise agreed (whether by microfiche, computer file or otherwise) between [Short Name of Receivables Purchaser] and [Short Name of Account Owner] as being subject to this Agreement.

“Dissolution Event” shall have the meaning set forth in Section 6.02.

“Due Period” shall have the meaning set forth in the Pooling and Servicing Agreement.

“Finance Charge Receivables” shall mean all Receivables in the Designated Accounts which would be treated as “Finance Charge Receivables” in accordance with the definition for such term in the Pooling and Servicing Agreement.

“Interchange” shall mean interchange fees payable to [Short Name of Account Owner] in its capacity as credit card issuer, through MasterCard, VISA or American Express in connection with cardholder charges for goods and services.

“Master Trust” shall mean Citibank Credit Card Master Trust I created by the Pooling and Servicing Agreement.

“Master Trust Trustee” shall mean Deutsche Bank Trust Company Americas, a New York banking corporation, the institution executing the Pooling and Servicing Agreement as, and acting in the capacity of, trustee thereunder, or its successor in interest, or any successor trustee appointed as provided in the Pooling and Servicing Agreement.

“Obligor” shall mean, with respect to each Designated Account, each person that would be treated as an “Obligor” in accordance with the definition for such term in the Pooling and Servicing Agreement.

“Pooling and Servicing Agreement” shall mean the Third Amended and Restated Pooling and Servicing Agreement, dated as of [        ] [    ], 2016, between Citibank, as Seller and Servicer, and the Master Trust Trustee, as amended to the date hereof and as such agreement may be amended from time to time hereafter.

“Principal Receivables” shall mean all Receivables in the Designated Accounts which would be treated as “Principal Receivables” in accordance with the definition for such term in the Pooling and Servicing Agreement.

F-2

“Purchase Price” shall have the meaning set forth in Section 3.01.

“Purchased Assets” shall have the meaning set forth in subsection 2.01(a).

“Receivables” shall mean all amounts shown on the Servicer’s records as amounts payable by Obligors on any Designated Account from time to time.

“Recoveries” shall have the meaning set forth in the Pooling and Servicing Agreement except that references in such definition (or in defined terms related to such definition) to “Receivables” shall mean “Receivables” as defined in this Agreement.

“Servicer” shall mean the Servicer from time to time under the Pooling and Servicing Agreement.

“[Short Name of Account Owner]” shall mean [Name of Account Owner], a national banking association organized under the laws of the United States of America, and its successors and permitted assigns.

“[Short Name of Receivables Purchaser]” shall mean [Name of Receivables Purchaser], a national banking association organized under the laws of the United States of America, and its successors and permitted assigns.

Section 1.02. Other Definitional Provisions.

(a) All terms defined in this Agreement shall have the defined meanings when used in any certificate, other document, or made or delivered pursuant hereto unless otherwise defined therein.

(b) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement or any Conveyance Paper shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and Section, Subsection, Schedule and Exhibit references contained in this Agreement are references to Sections, Subsections, Schedules and Exhibits in or to this Agreement unless otherwise specified.

ARTICLE II

PURCHASE AND CONVEYANCE OF RECEIVABLES

Section 2.01. Purchase.

(a) By execution of this Agreement, [Short Name of Account Owner] does hereby sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] (collectively, the “Conveyance”), without recourse except as provided herein, all its right, title and interest in, to and under the Receivables existing on the date hereof and hereafter created from time to time until the termination of this Agreement pursuant to Article VI hereof and all monies due and or to become due and all amounts received with respect thereto and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof and the right to receive Interchange and Recoveries with respect to such Receivables (the “Purchased Assets”).

F-3

(b) In connection with such Conveyance, [Short Name of Account Owner] agrees (i) to record and file, at its own expense, any financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the Receivables, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from [Short Name of Account Owner] to [Short Name of Receivables Purchaser], (ii) that such financing statements shall name [Short Name of Account Owner], as seller, and [Short Name of Receivables Purchaser], as purchaser, of the Receivables and (iii) to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of Receivables Purchaser] (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) as soon as is practicable after filing. [Short Name of Account Owner] also authorizes [Short Name of Receivables Purchaser] to record and file any of such financing statements and continuation statements.

(c) In connection with such Conveyance, [Short Name of Account Owner] and [Short Name of Receivables Purchaser] further agree that they will, at their own expense, on or before the Closing Date, indicate in their computer files or microfiche lists that the Receivables created in connection with the Designated Accounts have been conveyed to [Short Name of Receivables Purchaser] in accordance with this Agreement.

(d) The parties hereto intend that the conveyance of [Short Name of Account Owner]’s right, title and interest in and to the Receivables shall constitute a sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from [Short Name of Account Owner] to [Short Name of Receivables Purchaser] and that the Receivables shall not be part of [Short Name of Account Owner]’s estate in the event of the insolvency of [Short Name of Account Owner] or a conservatorship, receivership or similar event with respect to [Short Name of Account Owner]. It is the intention of the parties hereto that the arrangements with respect to the Receivables shall constitute a purchase and sale of such Receivables and not a loan. If, however, it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that [Short Name of Account Owner] shall be deemed to have granted to [Short Name of Receivables Purchaser] a first priority perfected security interest in all of [Short Name of Account Owner]’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables and other Purchased Assets.

F-4

ARTICLE III

CONSIDERATION AND PAYMENT

Section 3.01. Purchase Price. The “Purchase Price” for the Receivables will be [                    ].

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.01. Representations and Warranties of [Short Name of Account Owner] Relating to [Short Name of Account Owner]. [Short Name of Account Owner] hereby represents and warrants to, and agrees with, [Short Name of Receivables Purchaser] as of the Closing Date, that:

(a) Organization and Good Standing; Affiliate. [Short Name of Account Owner] is a national banking association duly organized and validly existing in good standing under the laws of the United States of America and has, in all material respects, full power and authority to own its properties and conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement. [Short Name of Account Owner] is an Affiliate of [Short Name of Receivables Purchaser] within the meaning of the Pooling and Servicing Agreement.

(b) Due Qualification. [Short Name of Account Owner] is duly qualified to do business and is in good standing as a foreign corporation (or is exempt from such requirements) and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would (i) render any credit card agreement relating to a Designated Account or any Receivable unenforceable by [Short Name of Account Owner], [Short Name of Receivables Purchaser] or the Master Trust or (ii) have a material adverse effect on [Short Name of Receivables Purchaser] or the Certificateholders.

(c) Due Authorization. The execution, delivery and performance of this Agreement and each other document or instrument delivered pursuant hereto, if any (such other documents or instruments, collectively, the “Conveyance Papers”) and the consummation of the transactions provided for in this Agreement and the Conveyance Papers have been duly authorized by [Short Name of Account Owner] by all necessary corporate action on the part of [Short Name of Account Owner].

(d) No Conflict. The execution and delivery of this Agreement and the Conveyance Papers by [Short Name of Account Owner], the performance of the transactions contemplated by this Agreement and the Conveyance Papers, and the fulfillment of the terms of this Agreement and the Conveyance Papers applicable to [Short Name of Account Owner] will not conflict with, violate or result in any breach of any of the material teams and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which [Short Name of Account Owner] is a party or by which it or any of its properties are bound.

F-5

(e) No Violation. The execution, delivery and performance of this Agreement and the Conveyance Papers by [Short Name of Account Owner] and the fulfillment of the terms contemplated herein and therein applicable to [Short Name of Account Owner] will not conflict with or violate any Requirements of Law applicable to [Short Name of Account Owner].

(f) No Proceedings. There are no proceedings or investigations pending or, to the best knowledge of [Short Name of Account Owner], threatened against [Short Name of Account Owner], before any Governmental Authority (i) asserting the invalidity of this Agreement or the Conveyance Papers, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or the Conveyance Papers, (iii) seeking any determination or ruling that, in the reasonable judgment of [Short Name of Account Owner], would materially and adversely affect the performance by [Short Name of Account Owner] of its obligations under this Agreement or the Conveyance Papers or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or the Conveyance Papers.

(g) All Consents. All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by [Short Name of Account Owner] in connection with the execution and delivery by [Short Name of Account Owner] of this Agreement and the Conveyance Papers and the performance of the transactions contemplated by this Agreement and the Conveyance Papers by [Short Name of Account Owner] have been duly obtained, effected or given and are in full force and effect.

(h) No Adverse Selection. No selection procedures believed by [Short Name of Account Owner] to be adverse to the interests of [Short Name of Receivables Purchaser] or the Investor Certificateholders have been used in selecting the Designated Accounts.

Upon discovery by either [Short Name of Account Owner] or [Short Name of Receivables Purchaser] of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give written notice to the other party and the Master Trust Trustee within three Business Days following such discovery.

Section 4.02. Representations and Warranties of [Short Name of Account Owner] Relating to the Agreement and the Receivables.

(a) Representations and Warranties. [Short Name of Account Owner] hereby represents and warrants to [Short Name of Receivables Purchaser] as of the date of this Agreement and as of the Closing Date, that:

(i) this Agreement and any Conveyance Paper each constitutes a legal, valid and binding obligation of [Short Name of Account Owner] enforceable against [Short Name of Account Owner] in accordance with its terms, except as such enforceability may be limited by applicable conservatorship, receivership, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and national banking associations in particular from time to time in effect or general principles of equity;

F-6

(ii) each Receivable has been conveyed to [Short Name of Receivables Purchaser] free and clear of any Lien on such Receivable;

(iii) all authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by [Short Name of Account Owner] in connection with the conveyance of Receivables to [Short Name of Receivables Purchaser] have been duly obtained, effected or given and are in full force and effect; and

(iv) this Agreement constitutes a valid sale, transfer and assignment to [Short Name of Receivables Purchaser] of all right, title and interest of [Short Name of Account Owner] in the Receivables and the proceeds thereof and the Interchange payable pursuant to this Agreement and the Recoveries payable pursuant to this Agreement, or, if this Agreement does not constitute a sale of such property, it constitutes a grant of a first priority perfected “security interest” (as defined in the UCC) in such property to [Short Name of Receivables Purchaser], which, in the case of existing Receivables and the proceeds thereof and said Interchange, is enforceable upon execution and delivery of this Agreement and which will be enforceable with respect to such Receivables hereafter created and the proceeds thereof upon such creation. Upon the filing of the financing statements and, in the case of Receivables hereafter created and the proceeds thereof, upon the creation thereof, [Short Name of Receivables Purchaser] shall have a first priority perfected security or ownership interest in such property and proceeds.

(b) Notice of Breach. Upon discovery by either [Short Name of Account Owner] or [Short Name of Receivables Purchaser] of a breach of any of the representations and warranties set forth in this Section 4.02, the party discovering such breach shall give written notice to the other party and the Master Trust Trustee within three Business Days following such discovery; provided that the failure to give notice within three Business Days does not preclude subsequent notice. [Short Name of Account Owner] hereby acknowledges that [Short Name of Receivables Purchaser] intends to rely on the representations hereunder in connection with representations made by [Short Name of Receivables Purchaser] to secured parties, assignees or subsequent transferees including but not limited to transfers made by [Short Name of Receivables Purchaser] to the Master Trust pursuant to the Pooling and Servicing Agreement.

Section 4.03. Representations and Warranties of [Short Name of Receivables Purchaser]. As of the Closing Date, [Short Name of Receivables Purchaser] hereby represents and warrants to, and agrees with, [Short Name of Account Owner] that:

(a) Organization and Good Standing; Affiliate. [Short Name of Receivables Purchaser] is a national banking association duly organized and validly existing under the laws of the United States of America and has, in all material respects, full power and authority to own its properties and conduct its business as such properties are presently owned and such business is presently conducted and to execute, deliver and perform its obligations under this Agreement. [Short Name of Receivables Purchaser] is an Affiliate of [Short Name of Account Owner] within the meaning of the Pooling and Servicing Agreement.

(b) Due Authorization. The execution and delivery of this Agreement and the Conveyance Papers and the consummation of the transactions provided for in this Agreement and the Conveyance Papers have been duly authorized by [Short Name of Receivables Purchaser] by all necessary corporate action on the part of [Short Name of Receivables Purchaser].

F-7

(c) No Conflict. The execution and delivery of this Agreement and the Conveyance Papers by [Short Name of Receivables Purchaser], the performance of the transactions contemplated by this Agreement and the Conveyance Papers, and the fulfillment of the terms of this Agreement and the Conveyance Papers applicable to [Short Name of Receivables Purchaser], will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which [Short Name of Receivables Purchaser] is a party or by which it or any of its properties are bound.

(d) No Violation. The execution, delivery and performance of this Agreement and the Conveyance Papers by [Short Name of Receivables Purchaser] and the fulfillment of the terms contemplated herein and therein applicable to [Short Name of Receivables Purchaser] will not conflict with or violate any Requirements of Law applicable to [Short Name of Receivables Purchaser].

(e) No Proceedings. There are no proceedings or investigations pending or, to the best knowledge of [Short Name of Receivables Purchaser], threatened against [Short Name of Receivables Purchaser], before any court, regulatory body, administrative agency, or other tribunal or Governmental Authority (i) asserting the invalidity of this Agreement or the Conveyance Papers, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or the Conveyance Papers, (iii) seeking any determination or ruling that, in the reasonable judgment of [Short Name of Receivables Purchaser], would materially and adversely affect the performance by [Short Name of Receivables Purchaser] of its obligations under this Agreement or the Conveyance Papers or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or the Conveyance Papers.

(f) All Consents. All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by [Short Name of Receivables Purchaser] in connection with the execution and delivery by [Short Name of Receivables Purchaser] of this Agreement and the Conveyance Papers and the performance of the transactions contemplated by this Agreement and the Conveyance Papers have been duly obtained, effected or given and are in full force and effect.

Upon discovery by [Short Name of Receivables Purchaser] or [Short Name of Account Owner] of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other party.

ARTICLE V

COVENANTS

Section 5.01. Covenants of [Short Name of Account Owner]. [Short Name of Account Owner] hereby covenants and agrees with [Short Name of Receivables Purchaser] as follows:

(a) Receivables Not To Be Evidenced by Promissory Notes. Except in connection with its enforcement or collection of a Designated Account, [Short Name of Account Owner] will take no action to cause any Receivable to be evidenced by any instrument (as defined in the UCC).

F-8

(b) Security Interests. Except for the conveyances hereunder, [Short Name of Account Owner] will not sell, pledge, assign or transfer to any other Person, or take any other action inconsistent with [Short Name of Receivables Purchaser]’s ownership of the Receivables and the other Purchased Assets or grant, create, incur, assume or suffer to exist any Lien on, any Receivable, whether now existing or hereafter created, or any interest therein, and [Short Name of Account Owner] shall not claim any ownership interest in the Receivables and shall defend the right, title and interest of [Short Name of Receivables Purchaser] in, to and under the Receivables and the other Purchased Assets, whether now existing or hereafter created, against all claims of third parties claiming through or under [Short Name of Account Owner].

(c) Designated Account Allocations. If [Short Name of Account Owner] is unable for any reason to transfer the Receivables to [Short Name of Receivables Purchaser] in accordance with the provisions of this Agreement (including, without limitation, by reason of the application of the provisions of Section 6.02 or any order of any Governmental Authority), then, in any such event, [Short Name of Account Owner] agrees (except as prohibited by any such order) to allocate and pay to [Short Name of Receivables Purchaser], after the date of such inability, all collections with respect to the Receivables, including collections in respect of the Receivables transferred to [Short Name of Receivables Purchaser] before the occurrence of such event, and all amounts which would have constituted such collections but for [Short Name of Account Owner]’s inability to transfer Receivables (up to an aggregate amount equal to the amount of the outstanding Receivables transferred to [Short Name of Receivables Purchaser] on or before such date). For the purpose of the immediately preceding sentence, [Short Name of Receivables Purchaser] and [Short Name of Account Owner] shall treat the first received of such collections with respect to the Designated Accounts as allocable to [Short Name of Receivables Purchaser] until [Short Name of Receivables Purchaser] shall have been allocated and paid collections in an amount equal to the aggregate amount of the Principal Receivables as of the date of the occurrence of such event. If [Short Name of Account Owner] and [Short Name of Receivables Purchaser] are unable pursuant to any Requirements of Law to allocate such collections as described above, [Short Name of Account Owner] and [Short Name of Receivables Purchaser] agree that, after the occurrence of such event, payments on each Designated Account with respect to the principal balance of such Designated Account shall be allocated first to the oldest principal balance of such Designated Account and shall have such payments applied as collections in respect thereof in accordance with the terms of this Agreement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to [Short Name of Receivables Purchaser] shall continue to be property of [Short Name of Receivables Purchaser] notwithstanding any cessation of the transfer of additional Principal Receivables to [Short Name of Receivables Purchaser] and collections with respect thereto shall continue to be allocated and paid in accordance with this Agreement.

(d) Delivery of Collections or Recoveries. If [Short Name of Account Owner] receives collections of Receivables or Recoveries, [Short Name of Account Owner] agrees to pay to [Short Name of Receivables Purchaser] all such collections of Receivables and Recoveries as soon as practicable after receipt thereof.

F-9

(e) Notice of Liens. [Short Name of Account Owner] shall notify [Short Name of Receivables Purchaser] promptly after becoming aware of any Lien on any Receivable other than the conveyances hereunder or under the Pooling and Servicing Agreement.

(f) Documentation of Transfer. [Short Name of Account Owner] shall undertake to file the documents which would be necessary to perfect and maintain the transfer of the security interest in and to the Purchased Assets.

(g) Periodic Rate Finance Charges. (i) Except (x) as otherwise required by any Requirements of Law or (y) as is deemed by [Short Name of Account Owner] to be necessary in order for it to maintain its credit card business on a competitive basis based on a good faith assessment by it of the nature of the competition with respect to the credit card business, and only if the change giving rise to such reduction is made applicable to the comparable segment of revolving credit card accounts owned or serviced by it which have characteristics similar to the Designated Accounts which are the subject of such change, it shall not at any time permit the Portfolio Yield to be less than the Average Rate. (ii) Except as otherwise required by any Requirements of Law, (A) it shall not permit the Portfolio Yield to be less than the highest Certificate Rate for any outstanding Series or Class, and (B) if the amount of surplus finance charge collections for any Group averaged over any three consecutive Due Periods is not equal to or greater than the required surplus finance charge amount for such Group for the last of such three consecutive Due Periods, it will not reduce the Periodic Rate Finance Charge applicable to any Designated Account to a rate that would result in the weighted average of the Periodic Rate Finance Charges applicable to all the Designated Accounts as of the last day of any Due Period being less than the sum of the weighted average of the Certificate Rates of each outstanding Series as of such last day and 6%.

(h) Credit Card Agreements and Guidelines. Subject to compliance with all Requirements of Law and paragraph (g) above, [Short Name of Account Owner] may change the terms and provisions of the applicable Credit Card Agreements or the applicable Credit Card Guidelines in any respect (including the calculation of the amount or the timing of charge-offs and the Periodic Rate Finance Charges to be assessed thereon) only if such change is made applicable to the comparable segment of revolving credit card accounts owned or serviced by it which have the same or substantially similar characteristics as the Designated Accounts which are the subject of such change. Notwithstanding the above, unless required by Requirements of Law or as permitted by Section 5.01(g), [Short Name of Account Owner] will take no action with respect to the applicable Credit Card Agreements or the applicable Credit Card Guidelines, which, at the time of such action [Short Name of Account Owner] reasonably believes will have a material adverse effect on [Short Name of Receivables Purchaser] or the Certificateholders.

(i) Official Records. [Short Name of Account Owner] shall maintain this Agreement as a part of its official records.

(j) MasterCard, VISA [and American Express]. [Short Name of Account Owner] shall use its best efforts to remain, either directly or indirectly, a member in good standing of the MasterCard System, the VISA System[, the American Express System] and any other similar entity’s or organization’s system relating to any other type of revolving credit card accounts included as Designated Accounts.

F-10

(k) Pooling and Servicing Agreement Covenants. [Short Name of Account Owner] agrees to be bound by each covenant applicable to an “Account Owner” set forth in the Pooling and Servicing Agreement.

Section 5.02. Covenants of [Short Name of Receivables Purchaser]. [Short Name of Receivables Purchaser] hereby covenants and agrees with [Short Name of Account Owner] as follows:

(a) [Short Name of Receivables Purchaser] will provide [Short Name of Account Owner] with such information as [Short Name of Account Owner] may reasonably request to enable [Short Name of Account Owner] to determine compliance with the covenants contained in Section 5.01.

(b) [Short Name of Receivables Purchaser], as Servicer under the Pooling and Servicing Agreement, will act as Servicer with respect to the Designated Accounts with the same standard of care as it does with respect to Accounts with respect to which it is the Account Owner.

ARTICLE VI

TERM AND PURCHASE TERMINATION

Section 6.01. Term. This Agreement shall commence as of the date of execution and delivery hereof and shall continue until the termination of the Master Trust as provided in Article XII of the Pooling and Servicing Agreement.

F-11

Section 6.02. Purchase Termination. If [Short Name of Account Owner] voluntarily goes into liquidation or consents to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding of or relating to [Short Name of Account Owner] or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding, or for the winding-up or liquidation of its affairs, shall have been entered against [Short Name of Account Owner]; or [Short Name of Account Owner] shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (such voluntary liquidation, appointment, entering of such decree, admission, filing, making or suspension, a “Dissolution Event”), [Short Name of Account Owner] shall on the day of such appointment, voluntary liquidation, entering of such decree, admission, filing, making or suspension, as the case my be (the “Appointment Date”), immediately cease to transfer the Principal Receivables to [Short Name of Receivables Purchaser] and shall promptly give notice to [Short Name of Receivables Purchaser] and the Master Trust Trustee of such Dissolution Event. Notwithstanding any cessation of the transfer to [Short Name of Receivables Purchaser] of additional Principal Receivables, Principal Receivables transferred to [Short Name of Receivables Purchaser] before the occurrence of such Dissolution Event and collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be property of [Short Name of Receivables Purchaser] available for transfer by [Short Name of Receivables Purchaser] to the Master Trust pursuant to the Pooling and Servicing Agreement.

F-12

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.01. Amendment. This Agreement and any Conveyance Papers and the rights and obligations of the parties hereunder may not be changed orally, but only by an instrument in writing signed by [Short Name of Account Owner] and [Short Name of Receivables Purchaser] in accordance with this Section 7.01. This Agreement and any Conveyance Papers may be amended from time to time by [Short Name of Account Owner] and [Short Name of Receivables Purchaser] (i) to cure any ambiguity, (ii) to correct or supplement any provisions herein which may be inconsistent with any other provisions herein or in any such other Conveyance Papers, (iii) to add any other provisions with respect to matters or questions arising under this Agreement or any Conveyance Papers which shall not be inconsistent with the provisions of this Agreement or any Conveyance Papers, (iv) to change, modify, delete or add any other obligation of [Short Name of Receivables Purchaser] or [Short Name of Account Owner]; provided, however, that no amendment pursuant to clause (iv) of this Section 7.01 shall be effective unless [Short Name of Receivables Purchaser] has been notified in writing that the Rating Agency Condition has been satisfied with respect thereto and [Short Name of Receivables Purchaser] has provided an officer’s certificate to the Master Trust Trustee to the effect that [Short Name of Receivables Purchaser] reasonably believes that such amendment will not have an Adverse Effect; provided, further, that such action shall not (as evidenced by an Opinion of Counsel delivered to the Master Trust Trustee) adversely affect in any material respect the interests of the Master Trust Trustee or the Certificateholders, unless the Master Trust Trustee shall consent thereto. A copy of any amendment to this Agreement shall be sent to the Rating Agency.

Section 7.02. Governing Law. THIS AGREEMENT AND THE CONVEYANCE PAPERS SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 7.03. Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, return receipt requested, to

(a) in the case of [Short Name of Receivables Purchaser],

[Name of Receivables Purchaser]

[Address]

[City, State ZIP]

Attention:

Telecopy:

F-13

(b) in the case of [Short Name of Account Owner],

[Name of Account Seller]

[Address]

[City, State ZIP]

Attention:

Telecopy:

(c) in the case of the Master Trust Trustee,

Deutsche Bank Trust Company Americas

60 Wall Street

New York, New York 10005

Attention: Global Securities Services

                 — Structured Finance Services

Telecopy: 212-553-2460

or, as to each party, at such other address as shall be designated by such party in a written notice to each other party.

Section 7.04. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement or any Conveyance Paper shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions, and terms of this Agreement or any Conveyance Paper and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of any Conveyance Paper.

Section 7.05. Assignment. Notwithstanding anything to the contrary contained herein, other than any assignment of all or any portion of [Short Name of Receivables Purchaser]’s rights, title, and interests in, to, and under this Agreement to the Master Trust Trustee for the benefit of the beneficiaries of the Master Trust including the Certificateholders as contemplated by the Pooling and Servicing Agreement and Section 7.06, this Agreement and all other Conveyance Papers may not be assigned by the parties hereto; provided, however, that [Short Name of Receivables Purchaser] shall have the right to assign its rights, title and interests in, to and under this Agreement to (i) any successor by merger assuming this Agreement, (ii) to any affiliate owned directly or indirectly by Citigroup Inc. which assumes the obligations of this Agreement or (iii) to any entity provided that the Rating Agency has advised [Short Name of Receivables Purchaser] that the Rating Agency Condition has been satisfied with respect thereto.

Section 7.06. Acknowledgment and Agreement of [Short Name of Account Owner]. By execution below, [Short Name of Account Owner] expressly acknowledges and agrees that all or any portion of [Short Name of Receivables Purchaser]’s right, title, and interest in, to, and under this Agreement, including, without limitation, all or any portion of [Short Name of Receivables Purchaser]’s right, title, and interest in and to the Receivables purchased pursuant to this Agreement, may be assigned by [Short Name of Receivables Purchaser] to the Master Trust Trustee for the benefit of the Master Trust, including the Certificateholders, and [Short Name of Account Owner] consents to such assignment. [Short Name of Account Owner] further agrees that notwithstanding any claim, counterclaim, right of setoff or defense which it may have against [Short Name of Receivables Purchaser], due to a breach by [Short Name of Receivables Purchaser] of this Agreement or for any other reason, and notwithstanding the bankruptcy of [Short Name of Receivables Purchaser] or any other event whatsoever, [Short Name of Account

F-14

Owner]’s sole remedy shall be a claim against [Short Name of Receivables Purchaser] for money damages and in no event shall [Short Name of Account Owner] assert any claim on or any interest in the Receivables and the other Purchased Assets or any proceeds thereof or take any action which would reduce or delay receipt by Certificateholders of collections with respect to the Receivables and the other Purchased Assets.

Section 7.07. Further Assurances. [Short Name of Account Owner] and [Short Name of Receivables Purchaser] agree to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the other party or the Master Trust Trustee more fully to effect the purposes of this Agreement, the Conveyance Papers and the Pooling and Servicing Agreement including, without limitation, the execution of any financing statements or continuation statements or equivalent documents relating to the Receivables for filing under the provisions of the UCC or other law of any applicable jurisdiction and prompt notification to the other party of any change of the principal executive office of either party.

Section 7.08. No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of [Short Name of Account Owner] or [Short Name of Receivables Purchaser], any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. Subject to Section 7.06, the rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

Section 7.09. Counterparts. This Agreement and all Conveyance Papers may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument.

Section 7.10. Binding; Third-Party Beneficiaries. This Agreement and the Conveyance Papers will inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. The Master Trust Trustee is a third-party beneficiary of this Agreement.

Section 7.11. Merger and Integration. Except as specifically stated otherwise herein, this Agreement and the Conveyance Papers set forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement and the Conveyance Papers. This Agreement and the Conveyance Papers may not be modified, amended, waived or supplemented except as provided herein.

Section 7.12. Headings. The headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

Section 7.13. Schedules and Exhibits. The schedules and exhibits attached hereto and referred to herein shall constitute a part of this Agreement and are incorporated into this Agreement for all purposes.

F-15

Section 7.14. Survival of Representations and Warranties. All representations, warranties and agreements contained in this Agreement, shall remain operative and in full force and effect and shall survive conveyance of the Receivables by [Short Name of Account Owner] to [Short Name of Receivables Purchaser] and by [Short Name of Receivables Purchaser] to the Master Trust Trustee pursuant to the Pooling and Servicing Agreement.

F-16

IN WITNESS WHEREOF, [Short Name of Account Owner] and [Short Name of Receivables Purchaser] have caused this Receivables Purchase Agreement to be duly executed by their respective officers as of the day and year first above written.

[NAME OF RECEIVABLES PURCHASER]

By:

Name:

Title:

[NAME OF ACCOUNT OWNER]

By:

Name:

Title:

F-17

ANNEX I

DESIGNATED ACCOUNTS

[Intentionally Omitted]

EXHIBIT G-1

[FORM OF CLEARANCE SYSTEM CERTIFICATE TO BE GIVEN TO THE TRUSTEE

BY EUROCLEAR OR CLEARSTREAM BANKING FOR DELIVERY OF

DEFINITIVE CERTIFICATES IN EXCHANGE FOR A PORTION OF

A TEMPORARY GLOBAL SECURITY]

CITIBANK CREDIT CARD MASTER TRUST I,

[    ]% Credit Card Participation Certificates, Series [                    ]

[Insert title or sufficient description of Certificates to be delivered]

We refer to that portion of the temporary Global Certificate in respect of the above-captioned issue which is herewith submitted to be exchanged for definitive Certificates (the “Submitted Portion”) as provided in the Third Amended and Restated Pooling and Servicing Agreement dated as of [        ] [    ], 2016 (as amended and supplemented, the “Agreement”) in respect of such issue. This is to certify that (i) we have received a certificate or certificates, in writing, with respect to each of the persons appearing in our records as being entitled to a beneficial interest in the Submitted Portion and with respect to such person’s beneficial interest, substantially in the form of Exhibit G-2 to the Agreement, and (ii) the Submitted Portion includes no part of the temporary Global Certificate excepted in such certificates.

We further certify that as of the date hereof we have not received any notification from any of the persons giving such certificates to the effect that the statements made by them with respect to any part of the Submitted Portion are no longer true and cannot be relied on as of the date hereof.

We understand that this certificate is required in connection with certain securities and tax laws in the United States of America. If administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy thereof to any interested party in such proceedings.

Dated:             , 20    *	[EUROCLEAR BANK S.A./N.V, AS OPERATOR OF THE EUROCLEAR SYSTEM]
	[CLEARSTREAM BANKING, SOCIÉTÉ ANONYME]**
	by

* To be dated on the Exchange Date.

** Delete the inappropriate reference.

EXHIBIT G-2

[FORM OF CERTIFICATE TO BE DELIVERED

TO EUROCLEAR OR CLEARSTREAM BANKING

BY [                    ]

WITH RESPECT TO CERTIFICATES SOLD TO

QUALIFIED INSTITUTIONAL BUYERS]

CITIBANK CREDIT CARD MASTER TRUST I,

[    ]% Credit Card Participation Certificates, Series [                    ]

In connection with the initial issuance and placement of the above referenced Credit Card Participation Certificates (the “Certificates”), an institutional investor in the United States (“institutional investor”) is purchasing U.S. $         aggregate principal amount of the Certificates held in our account at [Euroclear Bank S.A./N.V., as operator of the Euroclear System] [Clearstream Banking, société anonyme] on behalf of such investor.

We reasonably believe that such institutional investor is a qualified institutional buyer as such term is defined under Rule 144A of the Securities Act of 1933, as amended.

[We understand that this certificate is required in connection with United States laws. We irrevocably authorize you to produce this certificate or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered by this certificate.]

The Definitive Certificates in respect of this certificate are to be issued in registered form in the minimum denomination of U.S. $500,000 and such Definitive Certificates (and, unless the Pooling and Servicing Agreement or Supplement relating to the Certificates otherwise provides, any Certificates issued in exchange or substitution for or on registration of transfer of Certificates) shall bear the following legend:

“THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933. NEITHER THIS CERTIFICATE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (EACH AS DEFINED HEREIN), EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.”

Dated:             , 20
	[                                         ]
	by
	Authorized officer

G-2-2

EXHIBIT H-1

FORM OF OPINION OF COUNSEL

WITH RESPECT TO AMENDMENTS

Provisions to be included in

Opinion of Counsel to be delivered pursuant

to Section 13.02(d)(i)

The opinions set forth below may be subject to all the qualifications, assumptions, limitations and exceptions taken or made in the Opinions of Counsel delivered on any applicable Closing Date.

1. The amendment to the [Pooling and Servicing Agreement], [Supplement], attached hereto as Schedule 1 (the “Amendment”), has been duly authorized, executed and delivered by the Sellers and constitutes the legal, valid and binding agreement of the Sellers, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally from time to time in effect. The enforceability of the Sellers’ obligations is also subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

2. The Amendment has been entered into in accordance with the terms and provisions of Section 13.01 of the Pooling and Servicing Agreement.

3. The Amendment will not adversely affect in any material respect the interests of the Investor Certificateholders. [Include this clause (3) only in the case of amendments effected pursuant to Section 13.01(a) of the Pooling and Servicing Agreement.]

EXHIBIT H-2

FORM OF OPINION OF COUNSEL

WITH RESPECT TO ACCOUNTS

Provisions to be included in

Opinion of Counsel to be

delivered pursuant to

Section 13.02(d)(ii) or (iii)

The opinions set forth below may be subject to all the qualifications, assumptions, limitations and exceptions taken or made in the Opinions of Counsel delivered on any applicable Closing Date.

1. The Receivables will constitute “accounts” as defined under Article 9 of the UCC.

2. If the transfer of the Receivables to the Trust pursuant to the Pooling and Servicing Agreement constitutes a true sale of the Receivables to the Trust:

(a) with respect to Receivables in existence on the date hereof, such sale transfers all of the right, title and interest of the Sellers in and to such Receivables to the Trust, free and clear of any Liens now existing or hereafter created, but subject to the rights of the Sellers as holders of the Sellers’ Certificates;

(b) with respect to Receivables which come into existence after the date hereof, upon the creation of such Receivables and the subsequent transfer of such Receivables to the Trust in accordance with the Pooling and Servicing Agreement and receipt by the Sellers of the consideration therefor required pursuant to the Pooling and Servicing Agreement, such sale will transfer all of the right, title and interest of the Sellers in and to such Receivables to the Trust, free and clear of any Liens, but subject to the rights of the Sellers as holders of the Sellers’ Certificates;

and, in either case, no further action will thereafter be required to protect the Trust’s ownership interest in the Receivables against creditors of, or subsequent purchasers from, the Sellers. We note that unless the obligor in respect of a Receivable has received notice of the assignment thereof (such notice not being contemplated by the Pooling and Servicing Agreement), bona fide payments made by such obligor to the applicable Seller or a second assignee of such Receivable (as to which such obligor has received notice of such assignment) will discharge such obligor’s obligations to the extent of such payment, and such payment will be recoverable only from such Seller or, in certain cases, such second assignee, as the case may be.

3. If the transfer of the Receivables to the Trust pursuant to the Pooling and Servicing Agreement does not constitute a true sale of the Receivables to the Trust, then the Pooling and Servicing Agreement creates a valid security interest in favor of the Trustee, for the

benefit of the Certificateholders, in the Sellers’ right, title and interest in and to the Receivables and the proceeds thereof securing the obligations of the Sellers thereunder. If the transfer of the Receivables to the Trust constitutes a true sale of the Receivables to the Trust but such sale is not effective as of the date of such transfer to convey to the Trust free and clear of any Lien Receivables not existing on such date, Section 13.18 of the Pooling and Servicing Agreement creates a valid security interest in favor of the Trustee, for the benefit of the Certificateholders, in the Sellers’ right, title and interest in and to the Receivables and the proceeds thereof securing the obligations of the Sellers thereunder, to the extent such right, title and interest is not so conveyed to the Trust. We have been advised by the Sellers (but have not independently verified) that the Financing Statements have been duly filed with the office of the Secretary of State of the State of South Dakota [and other applicable states], and, accordingly, such security interest constitutes a perfected security interest in such Receivables and the proceeds thereof subject to no prior Liens, enforceable as such against creditors of, and subsequent purchasers from, the Sellers, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and to general equity principles, but subject to the matters discussed in paragraph 4 below. Such perfection, priority and enforceability of the security interest of the Trustee, for the benefit of the Certificateholders, would not be affected by an increase or decrease in the relative interests in the Receivables of the Investor Certificateholders and the Sellers as holders of the Sellers’ Certificates.

4. Should the Federal Deposit Insurance Corporation (“FDIC”) be appointed as a receiver or conservator for the Bank, and assuming that the transfer of the Certificateholders’ Interest to the Investor Certificateholders satisfied the conditions for sale accounting treatment under generally accepted accounting principles in effect for reporting periods before November 15, 2009, except for the “legal isolation” condition, as they applied to institutions for which the FDIC could be appointed as receiver or conservator, the Receivables to the extent of the Certificateholders’ Interest of the Investor Certificateholders would not, under the FDIC’s Resolution and Receivership Rules set forth in 12 C.F.R. § 360.6(d)(2), be subject to being reclaimed, recovered or recharacterized as property of the Bank or the receivership.

H-2-2

EX-4.4

EXHIBIT 4.4

FORM OF AMENDMENT NO. 1 dated as of [        ] [    ], 2016 (the “Amendment”), to the Amended and Restated Series 2000 Supplement dated as of August 9, 2011 (the “Series 2000 Supplement”), to the Second Amended and Restated Pooling and Servicing Agreement dated as of August 9, 2011 (as amended through the date hereof, the “Agreement”), between CITIBANK, N.A. (“Citibank”), as Seller and Servicer, and as successor in interest to Citibank (South Dakota), National Association, a national banking association, and Citibank (Nevada), National Association, a national banking association, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as trustee (the “Trustee”).

The parties hereto hereby agree as follows:

1. Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Series 2000 Supplement.

2. Amendment to Section 2.01. The following defined term is hereby added to Section 2.01 of the Series 2000 Supplement in proper alphabetical order:

“Note Owner” shall have the meaning specified in the Indenture.

3. Amendment to Section 8.06. Section 8.06 of the Series 2000 Supplement is hereby deleted in its entirety and replaced with the following:

“SECTION 8.06. Treatment of Noteholders and Note Owners. (a) For purposes of any provision of the Agreement, this Series Supplement, or the Asset Representations Review Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders generally, or Series 2000 Certificateholders specifically, holding a specified percentage of the aggregate unpaid principal amount of the applicable Investor Certificates (a) each Noteholder will be deemed to be a Series 2000 Certificateholder; (b) each Noteholder will be deemed to be the Holder of an aggregate unpaid principal amount of Series 2000 Certificates equal to the Adjusted Outstanding Dollar Principal Amount of such Noteholder’s Notes; (c) each series of Notes under the Indenture will be deemed to be a separate Series of Investor Certificates and the Holder of a Note of such series will be deemed to be the Holder of an aggregate unpaid principal amount of such Series of Investor Certificates equal to the Adjusted Outstanding Dollar Principal Amount of such Noteholder’s Notes of such series; (d) each class of Notes of a Single Issuance Series and each tranche of Notes of a Multiple Issuance Series under the Indenture will be deemed to be a separate Class of Investor Certificates and the Holder of a Note of such class or tranche will be deemed to be the Holder of an aggregate unpaid principal amount of such Class of Investor Certificates equal to the Adjusted Outstanding Dollar Principal Amount of such Noteholder’s Notes of such class or tranche and (e) any Notes owned by the

Issuer, any Seller, the Servicer, any other holder of a Sellers’ Certificate or any Affiliate thereof, and in addition, for purposes of subsection [14.02(a)] and [14.02(b)] of the Agreement and any provision of the Asset Representations Review Agreement, Notes owned by the Asset Representations Reviewer or any Affiliate thereof, will be deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such consent or direction, only Notes which the Trustee knows to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded and may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not any Seller, the Servicer, any other holder of a Sellers’ Certificate or any Affiliate thereof, and in addition, for purposes of subsection [14.02(a)] and [14.02(b)] of the Agreement and any provision of the Asset Representations Review Agreement, the pledgee is not the Asset Representations Reviewer or any Affiliate thereof.

(b) For purposes of subsection [3.10] of the Agreement, each Note Owner will be deemed to be a Certificate Owner.

4. Conditions to Effectiveness. It shall be a condition to the effectiveness of this Amendment that, on or prior to the date hereof, (a) the Banks shall have delivered to the Trustee an Opinion of Counsel, substantially in the form of Exhibit H-1 to the Agreement to the effect that (i) the Amendment has been entered into in accordance with the terms and provisions of Section 13.01 of the Agreement and will not adversely affect in any material respect the interests of any Investor Certificateholder and (ii) the Amendment has been duly authorized, executed and delivered by the Banks and is enforceable against each of them in accordance with its terms, and (b) the Rating Agency Condition shall have been satisfied.

5. Governing Law. This Amendment shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

6. Counterparts. This Amendment may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument.

7. Effect on Series 2000 Supplement. Except as expressly amended hereby, the Series 2000 Supplement shall continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. After the date hereof, any reference to the Series 2000 Supplement shall mean the Series 2000 Supplement as amended by this Amendment. The Trustee makes no representation as to the validity or sufficiency of this Amendment.

2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers as of the date first above written.

CITIBANK, N.A.,

Seller and Servicer,

By:

DEUTSCHE BANK TRUST COMPANY

AMERICAS, as Trustee,

By:

By:

3

EX-4.6

EXHIBIT 4.6

$[        ]	REGISTERED
CUSIP No. [    ]	No. R-[    ]

[UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN AND IN THE INDENTURE REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

CITIBANK CREDIT CARD ISSUANCE TRUST

CITISERIES

[[●]%][FLOATING RATE] CLASS 201[●]-[●][●] NOTES OF [●] 20[●]

(Legal Maturity Date [●] 20[●] )

CITIBANK CREDIT CARD ISSUANCE TRUST, a trust formed and existing under the laws of the State of Delaware (including any successor, the “Issuer”), for value received, hereby promises to pay to [CEDE & CO.], or its registered assigns, the principal amount of [            ] ($[        ]). The Expected Principal Payment Date for this Note is [●] 20[●]. The Legal Maturity Date for this Note is [●] 20[●].

[For fixed rate notes: The Issuer hereby promises to pay interest on this Note on the [●] day of each month, beginning [●] 201[●], until the principal of this Note is paid or made available for payment, subject to certain limitations set forth in the Indenture. Interest will accrue on the outstanding principal amount of this Note for each interest period in an amount equal to the product of (i) the actual number of days in such interest period divided by 360, (ii) a rate per annum equal to the Class 201[●]-[●][●] Note Rate for such interest period, and (iii) the outstanding principal amount of this Note as of the preceding Interest Payment Date (after giving effect to any payments of principal made on the preceding Interest Payment Date) or, with respect to the first Interest Payment Date, the initial principal amount of this Note. The Class Class 201[●]-[●][●] Note Rate will be determined as provided in the Indenture.]

[For floating rate notes: The Issuer hereby promises to pay interest on this Note on the [●] day of each [month or list specific month(s) depending on interest payment frequency], beginning [●] 201[●], until the principal of this Note is paid or made available for payment, subject to certain limitations set forth in the Indenture. Interest will accrue on the outstanding principal amount of this Note for each interest period in an amount equal to the product of (i) the actual number of days in such interest period divided by 360, (ii) a rate per annum equal to the Class 201[●]-[●][●] Note Rate for such interest period, and (iii) the outstanding principal amount of this Note as of the preceding Interest Payment Date (after giving effect to any payments of principal made on the preceding Interest Payment Date) or, with respect to the first Interest Payment Date, the initial principal amount of this Note. The Class 201[●]-[●][●] Note Rate will be determined as provided in the Indenture.]

If any Interest Payment Date or Principal Payment Date of this Note falls on a day that is not a Business Day, the required payment of interest or principal will be made on the following Business Day.

This Note is one of the Citiseries, Class 201[●]-[●][●] Notes issued pursuant to the Second Amended and Restated Indenture dated as of September 26, 2000, as amended and restated as of August 9, 2011, and as further amended and restated as of [●] [●], 201[●] (as amended and otherwise modified from time to time, the “Indenture”) between the Issuer and Deutsche Bank Trust Company Americas, as Trustee. For purposes of this Note, the term “Indenture” includes any supplemental indenture or Issuer Certificate relating to the Citiseries, Class 201[●]-[●][●] Notes. This Note is subject to all of the terms of the Indenture. All terms used in this Note that are not otherwise defined herein and that are defined in the Indenture will have the meanings assigned to them therein.

2

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which will have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note will not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

3

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by an Issuer Authorized Officer.

CITIBANK CREDIT CARD ISSUANCE TRUST
By:	CITIBANK, N.A.,
	as Managing Beneficiary of
	Citibank Credit Card Issuance Trust

By:
	[Name]
	[Title]

Dated: [●] [●], 201[●]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within mentioned Indenture.

DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee under the Indenture
By:
	Authorized Signatory

Dated: [●] [●], 201[●]

4

REVERSE OF NOTE

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Citiseries [[    ]%] [Floating Rate] Class 201[●]-[●][●] Notes of [●] 20[●] (Legal Maturity Date [●] 20[●]) (herein called the “Notes”), all issued under an Indenture, to which Indenture reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Holders of the Notes.

This Note ranks pari passu with all other Class A Notes of the same series, as set forth in the Indenture. This Note is secured to the extent, and by the collateral, described in the Indenture.

This Note ranks pari passu with all other Class [A][B][C] Notes of the same series, [For Class B notes: and this Note is subordinated to Class A Notes of the same series,] [For Class C notes: and this Note is subordinated to all Class A Notes and Class B Notes of the same series,] as set forth in the Indenture. This Note is secured to the extent, and by the collateral, described in the Indenture.

The Issuer will pay interest on overdue interest as set forth in the Indenture to the extent lawful.

Each Holder by acceptance of this Note, and each owner of a beneficial interest in this Note by acceptance of a beneficial interest in this Note, agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Trustee on the Notes, against the Issuer, the Issuer Trustee, Citibank, N.A., the Trustee or any affiliate, officer, employee or director of any of them, and the obligation of the Issuer to pay principal of or interest on this Note or any other amount payable to the Holder of this Note will be subject to Article V of the Indenture.

Each Holder by acceptance of this Note, and each owner of a beneficial interest in this Note by acceptance of a beneficial interest in this Note, agrees that this Note is intended to be debt of Citibank, N.A. for federal, state and local income and franchise tax purposes, and agrees to treat this Note accordingly for all such purposes, unless otherwise required by a taxing authority.

Each Holder by acceptance of this Note, and each owner of a beneficial interest in this Note by acceptance of a beneficial interest in this Note, agrees that it will not at any time institute against the Issuer, or join in any institution against the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to this Note, the Indenture or any Derivative Agreement.

This Note and the Indenture will be construed in accordance with and governed by the laws of the State of New York.

Certain amendments may be made to the Indenture without the consent of the Holder of this Note. This Note must be surrendered for final payment of principal and interest.

5

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:                                                              

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints                                                                                                               , attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:	*
	Signature Guaranteed:

* NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular without alteration, enlargement or any change whatsoever.

6

EX-5.1

Exhibit 5.1

Citigroup Inc. One Court Square, 45^th Floor Long Island City, New York 11120

August 10, 2016

Citibank, N.A.

388 Greenwich St.

New York, New York 10013

Re:    Registration Statement on Form SF-3 for Citibank Credit Card Issuance Trust

         Registration No. 333-208054

Ladies and Gentlemen:

I am an Assistant General Counsel – Capital Markets of Citigroup Inc., and, in such capacity, I have acted as counsel to Citibank, N.A. in connection with the preparation and filing of a Registration Statement on Form SF-3 (as the same may be amended from time to time, the “Registration Statement”) registering under the Securities Act of 1933, as amended (the “Act”), both a collateral certificate (the “Collateral Certificate”) representing an undivided interest in certain assets of Citibank Credit Card Master Trust I (the “Master Trust”) and series of notes (the “Notes”) to be issued from time to time by Citibank Credit Card Issuance Trust (the “Issuance Trust”) which will be secured by the Collateral Certificate.

The Collateral Certificate has been issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement dated as of May 29, 1991, as amended and restated as of October 5, 2001, as further amended and restated as of August 9, 2011, and to be further amended and restated, substantially in the form of Exhibit 4.2 to the Registration Statement (the “Pooling and Servicing Agreement”) between Citibank, N.A., as Seller and Servicer, and Deutsche Bank Trust Company Americas, as Trustee (the “Master Trust Trustee”), the related Amended and Restated Series 2000 Supplement dated as of September 26, 2000, as amended and restated as of August 9, 2011 to the Pooling and Servicing Agreement (the “Series 2000 Supplement”) between Citibank, N.A., as Seller and Servicer, and the Master Trust Trustee and to be further amended by Amendment No. 1 to the Series 2000 Supplement, substantially in the form of Exhibit 4.4 to the Registration Statement (the Series 2000 Supplement as amended by Amendment No. 1 thereto, the “Series Supplement”) between Citibank, N.A., as Seller and Servicer, and the Master Trust Trustee. The Notes will be issued under an Amended and Restated Indenture dated as of September 26, 2000, as amended and restated as of August 9, 2011, and to be further amended and restated, substantially in the form of Exhibit 4.1 to the Registration Statement (as supplemented by an Issuers Certificate or Supplemental Indenture for each series of Notes) (the “Indenture”) between the Issuance Trust and Deutsche Bank Trust Company Americas, as Trustee (the “Indenture Trustee”). Capitalized terms used but not otherwise defined in this opinion have the meaning specified in the Indenture.

Citibank, N.A

August 10, 2016

Page 2

I have examined and am familiar with originals, or copies certified or otherwise identified to my satisfaction, of the Registration Statement, Collateral Certificate, Pooling and Servicing Agreement, Series Supplement, Indenture, such corporate records of Citibank, N.A. and the Issuance Trust, and such other certificates or documents as I have deemed appropriate as a basis for the opinions expressed below. In such examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies and the authenticity of the originals of such copies.

Based upon and subject to the foregoing, I am of the opinion that:

1. The Collateral Certificate is validly issued, fully paid and non-assessable, and entitled to the benefits provided by the Pooling and Servicing Agreement and the Series Supplement.

2. When the Notes have been duly executed, authenticated and delivered in accordance with the terms of the Indenture, and issued and sold in the manner described in the Registration Statement, any amendment thereto and the prospectuses related thereto, the Notes will be legally issued, fully paid, non-assessable and binding obligations of the Issuance Trust, and the holders of the Notes will be entitled to the benefits of the Indenture.

The foregoing opinions are subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and subject to general principles of equity, regardless of whether such is considered in a proceeding in equity or at law.

I am admitted to the practice of law only in the State of New York and my opinion is limited to matters governed by the laws of the State of New York and Federal laws of the United States of America.

I consent to the use of this opinion in the Registration Statement and to the reference to my name in the Prospectus constituting a part of such Registration Statement under the heading “Legal Matters.” In giving such consent, I do not thereby admit that I come within the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Christopher R. Becker

Christopher R. Becker

Assistant General Counsel –

Capital Markets of Citigroup Inc.

EX-8.1

EXHIBIT 8.1

August 10, 2016

Ladies and Gentlemen:

We have acted as special U.S. Federal tax counsel to Citibank, N.A. in connection with the filing with the Securities and Exchange Commission of a Registration Statement on Form SF-3 (Registration No. 333-208054) (the “Registration Statement”). The Registration Statement registers under the Securities Act of 1933, as amended, both a collateral certificate representing an undivided interest in certain assets of the Citibank Credit Card Master Trust I (the “Collateral Certificate”) and series of notes issued by Citibank Credit Card Issuance Trust (the “Issuance Trust”) secured by the Collateral Certificate (the “Notes”).

The Collateral Certificate was issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement dated as of May 29, 1991, as amended and restated as of October 5, 2001, as further amended and restated as of August 9, 2011, and to be further amended and restated, substantially in the form of Exhibit 4.2 to the Registration Statement (as the same has been further amended or supplemented, the “Pooling and Servicing Agreement”), between Citibank, N.A., as Seller, Servicer and successor by merger to Citibank (South Dakota), National Association (“Citibank (South Dakota)”), as Seller and Servicer, and Deutsche Bank Trust Company Americas, as Trustee (the “Master Trust Trustee”), and a related Amended and Restated Series 2000 Supplement to the Pooling and Servicing Agreement dated as of September 26, 2000, as amended and restated as of August 9, 2011, and to be further amended by Amendment No. 1 substantially in the form of Exhibit 4.4 to the Registration Statement (as the same has been further amended or supplemented, the “Series 2000 Supplement”), between Citibank, N.A., as Seller, Servicer and successor by merger to Citibank (South Dakota), as Seller and Servicer, and the Master Trust Trustee. The Notes will be issued under an Amended and Restated Indenture dated as of September 26, 2000, as amended and restated as of August 9, 2011, and to be further amended and restated, substantially in the form of Exhibit 4.1 to the Registration Statement (as the same has been further amended or supplemented, the “Indenture”), between the Issuance Trust and Deutsche Bank Trust Company Americas, as Trustee.

2

In that connection, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including (a) the Pooling and Servicing Agreement and the Series 2000 Supplement, (b) the Indenture, (c) the Collateral Certificate, (d) specimens of the Notes, (e) the Registration Statement and (f) the form of prospectus relating to the Notes forming part of the Registration Statement (the “Prospectus”).

Based upon the foregoing, we hereby confirm that the statements set forth in the Prospectus under the heading “Tax Matters” accurately describe the material U.S. Federal income tax consequences to holders of the Notes, and we hereby adopt and confirm the opinions set forth therein.

We know that we are referred to under the headings “Prospectus Summary — Tax Status”, “Tax Matters — Tax Characterization of the Notes”, “Tax Matters — Tax Characterization of the Issuance Trust” and “Legal Matters” in the Prospectus, and we hereby consent to such use of our name therein and to the use of this opinion for filing with the Registration Statement as Exhibits 8.1 and 23.2 thereto.

Very truly yours,

/s/ Cravath, Swaine & Moore LLP

Citibank, N.A.

    388 Greenwich Street

        New York, NY 10013

O

EX-24.1

EXHIBIT 24.1

POWER OF ATTORNEY

(Citibank Credit Card Issuance Trust Form SF-3)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Citibank, N.A., a national banking association, does hereby constitute and appoint Barbara J. Desoer, George Trowse and Leo A. Viola, and each of them, her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for and in her name, place and stead, in any and all capacities to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form SF-3 to which this power of attorney is filed as an exhibit, and any or all other documents in connection therewith, and any registration statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as might or could be done in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has signed these presents this 27th day of July, 2016.

/s/ Ellen M. Costello

Ellen M. Costello

POWER OF ATTORNEY

(Citibank Credit Card Issuance Trust Form SF-3)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, the Chief Financial Officer of Citibank, N.A., a national banking association, does hereby constitute and appoint Barbara J. Desoer and Leo A. Viola, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for and in his name, place and stead, in any and all capacities to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form SF-3 to which this power of attorney is filed as an exhibit, and any or all other documents in connection therewith, and any registration statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as might or could be done in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has signed these presents this 10th day of August, 2016.

/s/ George Trowse

George Trowse

EX-25.1

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)

DEUTSCHE BANK TRUST COMPANY AMERICAS

(formerly BANKERS TRUST COMPANY)

(Exact name of trustee as specified in its charter)

NEW YORK	13-4941247
(Jurisdiction of Incorporation or	(I.R.S. Employer
organization if not a U.S. national bank)	Identification no.)
60 WALL STREET
NEW YORK, NEW YORK	10005
(Address of principal executive offices)	(Zip Code)

Deutsche Bank Trust Company Americas

Attention: Catherine Wang

Legal Department

60 Wall Street, 36th Floor

New York, New York 10005

(212) 250 – 7544

(Name, address and telephone number of agent for service)

Citibank Credit Card Issuance Trust

(Exact name of obligor as specified in its charter)

Delaware	13-5266470
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

Copies To:

Citibank, N.A.

388 Greenwich Street

New York, New York 10013

(212) 559-1000

Asset Backed Securities

(Title of the Indenture securities)

Item 1. General Information.

Furnish the following information as to the trustee.

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Federal Reserve Bank (2nd District)	New York, NY
Federal Deposit Insurance Corporation	Washington, D.C.
New York State Banking Department	Albany, NY

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the Trustee, describe each such affiliation.

NONE.

Item 3. -15. Not Applicable

Item 16. List of Exhibits.

Exhibit 1 -	Restated Organization Certificate of Bankers Trust Company dated August 6, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 16, 1998, and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated February 27, 2002—Incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 2 -	Certificate of Authority to commence business—Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 3 -	Authorization of the Trustee to exercise corporate trust powers—Incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 4 -	Existing By-Laws of Deutsche Bank Trust Company Americas, as amended on April 15, 2002 business—Incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 333-157637-01.

Exhibit 5 -	Not applicable.
Exhibit 6 -	Consent of Bankers Trust Company required by Section 321(b) of the Act.—business—Incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 7 -	The latest report of condition of Deutsche Bank Trust Company Americas dated as of March 31, 2016. Copy attached.
Exhibit 8 -	Not Applicable.
Exhibit 9 -	Not Applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 29th day of July, 2016.

DEUTSCHE BANK NATIONAL TRUST COMPANY FOR
DEUTSCHE BANK TRUST COMPANY AMERICAS
	/s/     Michele H.Y. Voon.
By:	Name: Michele H.Y. Voon
	Title:   Vice President