Citibank Credit Card Issuance Trust (Citiseries Class 2014-A3)

Citibank Credit Card Issuance Trust (Citiseries Class 2014-A3)

March 12, 2014 SEC Rule 17g-7 SEC Rule 17g-7 requires an NRSRO, for any report accompanying a credit rating relating to an asset-backed security as defined in the Rule, to include a description of the representations, warranties and enforcement mechanisms available to investors and a description of how they differ from the representations, warranties and enforcement mechanisms in issuances of similar securities. This is Standard & Poor’s Ratings Services’ 17g-7 Disclosure Report for the transaction shown in the title above. Citibank Credit Card Issuance Trust (Citiseries Class 2014-A3) Citiseries asset-backed notes class 2014-A3 Primary Credit Analyst: Michael Yeung, New York, (1) 212-438-1187 Michael.yeung@standardandpoors.com Secondary Contact: Ildiko Szilank, New York, (1) 212-438-2614 Ildiko.szilank@standardandpoors.com Surveillance Credit Analyst: Vinayak S Gurjar, New York, (1) 212-438-4460 Vinayak.gurjar@standardandpoors.com As required by SEC Rule 17g-7, this report includes only those representations, warranties and enforcement mechanisms available to investors.

This report does not include representations and warranties without a corresponding enforcement mechanism or remedy in the transaction documents that may be exercised by investors (or their representatives).

U.S. Credit Card ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Citibank Credit Card Issuance Trust (Citiseries Class 2014-A3) Copyright © 2014 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission. See Disclaimer on the last page. Page 2 Tables Of Contents Table 1: Benchmark Representations And Warranties Associated With The Selected Receivables Accounts ___ 5
The Transferor Represents and Warrants ___ 5
Eligible Receivable ___ 5
Free and Clear ___ 5
Transaction Representations And Warranties Not Included In The Benchmark ...

N/A ... .

Benchmark Representations And Warranties Not Included In The Transaction ... N/A ... . Benchmark Enforcement Mechanism(s) Associated With The Selected Receivables Accounts ___ 6
Notice of Breach ___ 6
Automatic Removal ___ 6
Series # Pay Out Events ___ 6
Declaration of a Series # Pay Out Event ___ 7
Transaction Enforcement Mechanism(s) Not Included In The Benchmark ... . N/A ... . Benchmark Enforcement Mechanism(s) Not Included In The Transaction ... N/A ... . Table 2: Benchmark Representations And Warranties Associated With The Subsequent Receivables ___ 7
The Transferor Represents and Warrants ___ 7
Eligible Receivable/Eligible Account ___ 7
All Consents and Approvals ___ 9
Creation of Receivables ___ 9
Accurate Listing of Accounts ___ 10
Transaction Representations And Warranties Not Included In The Benchmark ...

Row 13 ___ 10
Benchmark Representations And Warranties Not Included In The Transaction . . N/A ... Benchmark Enforcement Mechanism(s) Associated With The Subsequent Receivables ___ 10
Notice of Breach ___ 10
Removal After Cure Period ___ 10
Series # Pay Out Events ___ 11
Declaration of a Series # Pay out Event ___ 11
Transaction Enforcement Mechanism(s) Not Included In The Benchmark ... . N/A ... .

Benchmark Enforcement Mechanism(s) Not Included In The Transaction . . N/A ... . Table 3: Benchmark Representations And Warranties Associated With The Additional Receivables Accounts ___ 11
The Transferor Represents and Warrants ___ 11
Binding Obligation ___ 11
Valid Sale or Grant ___ 12
Transaction Representations And Warranties Not Included In The Benchmark ... . Row 21 ___ 12
Benchmark Representations And Warranties Not Included In The Transaction ... N/A ... Benchmark Enforcement Mechanism(s) Associated With The Additional Receivables Accounts ___ 12
Notice of Breach ___ 12
Reassignment of Trust Portfolio ___ 12
Series # Pay Out Events ___ 14
Declaration of a Series # Pay Out Event ___ 14
Transaction Enforcement Mechanism(s) Not Included In The Benchmark .

N/A ... .

Benchmark Enforcement Mechanism(s) Not Included In The Transaction ... . N/A ... Table 4: Benchmark Representations And Warranties Associated To The Transferor Related To The Collateral And Perfection Of The Security Interest ___ 15
The Transferor Represents and Warrants ___ 15
Valid Continuing Security Interest ___ 15
Collateral Characterization Under UCC ___ 15
Good Title . . 15

U.S. Credit Card ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Citibank Credit Card Issuance Trust (Citiseries Class 2014-A3) Copyright © 2014 by Standard & Poor's Ratings Services LLC.

All rights reserved. No reprint or dissemination without S&P’s permission. See Disclaimer on the last page. Page 3 All Filings Made ___ 15
Security Interest to Trustee ___ 16
Transaction Representations And Warranties Not Included In The Benchmark ... N/A ... Benchmark Representations And Warranties Not Included In The Transaction ... N/A ... .

Benchmark Enforcement Mechanism(s) Associated To The Transferor Related To The Collateral And Perfection Of The Security Interest ___ 16
Series # Pay Out Events ___ 16
Transaction Enforcement Mechanism(s) Not Included In The Benchmark ... N/A ... Benchmark Enforcement Mechanism(s) Not Included In The Transaction ... . N/A ... . Table 5: Benchmark Representations And Warranties Associated To The Transferor As A Corporate Entity ___ 16
The Transferor Represents and Warrants ___ 17
Organization and Good Standing ___ 17
Due Qualification ___ 17
Due Authorization ___ 17
No Conflict ___ 17
No Violation ___ 17
No Proceedings ___ 18
All Consents Required ___ 18
Representations and Warranties: True and Correct ___ 18
Transaction Representations And Warranties Not Included In The Benchmark ...

N/A ... Benchmark Representations And Warranties Not Included In The Transaction ... . N/A ... Benchmark Enforcement Mechanism(s) Associated To The Transferor As A Corporate Entity ___ 19
Series # Pay Out Events ___ 19
Declaration of Series # Pay Out Event ___ 19
Transaction Enforcement Mechanism(s) Not Included In The Benchmark ... . N/A . .

Benchmark Enforcement Mechanism(s) Not Included In The Transaction . . N/A . . Table 6: Benchmark Representations And Warranties Associated To The Servicer As A Corporate Entity ___ 19
The Servicer Represents and Warrants ___ 19
Organization and Good Standing ___ 19
Due Qualification ___ 20
Due Authorization ___ 20
Binding Obligation ___ 20
No Violation ___ 20
No Proceedings ___ 20
Compliance with Requirements of Law ___ 20
Transaction Representations And Warranties Not Included In The Benchmark . . Row 53 ___ 22
Row 54 ___ 22
Row 55 ___ 22
Row 56 ___ 22
Benchmark Representations And Warranties Not Included In The Transaction .

Servicer Able to Perform . . 21.

Benchmark Enforcement Mechanism(s) Associated To The Servicer As A Corporate Entity ___ 22
Servicer Defaults ___ 22
Acts of God, Force Majeure ___ 22
Series # Pay Out Events ___ 23
Transaction Enforcement Mechanism(s) Not Included In The Benchmark ... . N/A ... . Benchmark Enforcement Mechanism(s) Not Included In The Transaction ... . N/A ... . Table 7: Benchmark Representations And Warranties Associated To The Issuing Entity Related To The Security Interest ___ 23
The Issuer Represents and Warrants . . 23

U.S. Credit Card ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Citibank Credit Card Issuance Trust (Citiseries Class 2014-A3) Copyright © 2014 by Standard & Poor's Ratings Services LLC.

All rights reserved. No reprint or dissemination without S&P’s permission. See Disclaimer on the last page. Page 4 Valid and Continuing Security Interest ___ 23
Collateral Characterization Under UCC ___ 23
Good Title ___ 24
All Filings Made ___ 24
Security Interest to Indenture Trustee ___ 24
Transaction Enforcement Mechanism(s) Not Included In The Benchmark ... N/A ... .

Benchmark Enforcement Mechanism(s) Not Included In The Transaction ... . N/A ... Benchmark Enforcement Mechanism(s) Associated To The Issuing Entity Related To The Security Interest ___ 25
Events of Default ___ 25
Acceleration of Maturity With Respect To Less Than All Holders ___ 25
Acceleration of Maturity With Respect To All Holders ___ 26
Transaction Enforcement Mechanism(s) Not Included In The Benchmark ... N/A ... Benchmark Enforcement Mechanism(s) Not Included In The Transaction ... . N/A ... .

U.S. Credit Card ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Citibank Credit Card Issuance Trust (Citiseries Class 2014-A3) Copyright © 2014 by Standard & Poor's Ratings Services LLC.

All rights reserved. No reprint or dissemination without S&P’s permission. See Disclaimer on the last page. Page 5 Table 1: Benchmark Representations And Warranties Associated With The Selected Receivables Accounts No. Benchmark Transaction Representations And Warranties (Pooling And Servicing Agreement) 1 The Transferor Represents and Warrants The Transferor hereby represents and warrants to the Trust that: 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: 2 Eligible Receivable.

As of the Cut-Off Date with respect to each Receivable in Accounts selected on such date and as of the applicable Addition Cut-Off Date with respect to each Receivable in Additional Accounts, such Receivable is an Eligible Receivable.

Eligible Receivable” shall mean each Receivable . as to which, as of the Closing Date, or in the case of Receivables in Additional Accounts as of the relevant Addition Date, the Transferor or the Trust had good title thereto, free and clear of all Liens arising under or through the Transferor or any of its Affiliates (other than Liens ) (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; “Eligible Receivable” shall mean each Receivable:...(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; ___ 3
Free and Clear.

As of the Cut-Off Date with respect to each Receivable in Accounts selected on such date and as of the applicable Addition Cut-Off Date with respect to each Receivable in Additional Accounts, such Receivable has been transferred to the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates (other than Liens ) and in compliance, in all material respects, with all Requirements of Law applicable to the Transferor.

(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;

U.S. Credit Card ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Citibank Credit Card Issuance Trust (Citiseries Class 2014-A3) Copyright © 2014 by Standard & Poor's Ratings Services LLC.

All rights reserved. No reprint or dissemination without S&P’s permission. See Disclaimer on the last page. Page 6 Benchmark Enforcement Mechanism(s) Associated With The Selected Receivables Accounts Enforcement Mechanism(s) 4 Notice of Breach. The representations and warranties set forth in this Section # shall survive the transfer and assignment of the Receivables to the Trustee. Upon discovery by the Transferor, the Servicer or the Trustee of a breach of any of the representations and warranties set forth in this Section #, the party discovering such breach shall give prompt written notice to the other parties mentioned above.

The Transferor agrees to cooperate with the Servicer and the Trustee in attempting to cure any such breach 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.

5 Automatic Removal. In the event of a breach with respect to a Receivable of any representations and warranties set forth in subsection #, or in the event that a Receivable is not an Eligible Receivable as a result of the failure to satisfy the conditions set forth in clause (d) of the definition of Eligible Receivable, and any of the following three conditions is met: (A) as a result of such breach or event such Receivable is charged off as uncollectible or the Trust’s rights in, to or under such Receivable or its proceeds are impaired or the proceeds of such Receivable are not available for any reason to the Trust free and clear of any Lien; (B) the Lien upon the subject Receivable (1) arises in favor of the United States of America or any state thereof or any agency or instrumentality thereof and involves taxes or liens arising under Title IV of ERISA or (2) has been consented to by the Transferor; or (C) the unsecured short-term debt rating of the Transferor is not at least “P-1” by Moody’s and “A-1” by Standard & Poor’s and the Lien upon the subject Receivable ranks prior to the Lien created pursuant to this Agreement; then, upon the earlier to occur of the discovery of such breach or event by the Transferor or the Servicer or receipt by the Transferor of written notice of such breach or event given by the Trustee, each such Receivable shall be automatically removed from the Trust on the terms and conditions set forth in subsection #.

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.

6 Series # Pay Out Events. If any one of the following events shall occur with respect to the Series # Certificate . any representation or warranty made by the Transferor in the Agreement or this Series Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section # or # of the Agreement, (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 written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Trustee, or to the Transferor and the Trustee by the Holders of the Series # Certificate evidencing Undivided Interests aggregating not less than 50% of Amortization Events.

If any one of the following events shall occur:...(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,

U.S. Credit Card ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Citibank Credit Card Issuance Trust (Citiseries Class 2014-A3) Copyright © 2014 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission. See Disclaimer on the last page. Page 7 the Investor Interest of this Series #, and (ii) as a result of which the interests of the Series # Certificate holders are materially and adversely affected and continue to be materially and adversely affected for such period; provided, however, that a Series # Pay Out Event pursuant to this subsection # hereof shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Agreement .

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 ___ 7
Declaration of a Series # Pay Out Event. then, in the case of any event described in subsection # hereof, after the applicable grace period set forth in such subparagraphs, if any, either the Trustee or Holders of the Series # Certificate evidencing Undivided Interests aggregating not less than 50% of the Investor Interest of this Series # by notice then given in writing to the Transferor and the Servicer (and to the Trustee if given by the Series # Certificate holders) may declare that a pay out event (a “Series # Pay Out Event”) has occurred as of the date of such notice.

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... Table 2: Benchmark Representations And Warranties Associated With The Subsequent Receivables No.

Benchmark Transaction Representations And Warranties (Pooling And Servicing Agreement) 8 The Transferor Represents and Warrants The Transferor hereby represents and warrants to the Trust that: 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: 9 Eligible Receivable/Eligible Account. As of the CutOff Date with respect to each Receivable in Accounts selected on such date and as of the applicable Addition Cut-Off Date with respect to each Receivable in Additional Accounts, such Receivable is an Eligible Receivable.

Eligible Receivable” shall mean each Receivable: (a) which has arisen under an Eligible Account (in the case of Accounts conveyed to the Trust on the Initial Closing Date as of the Cut-Off Date and in the case of Additional Accounts conveyed to the Trust on the relevant Addition Date as of the Addition CutOff Date); (b) which was created in compliance, in all material respects, with all Requirements of Law applicable to the Transferor and pursuant to a Credit Card Agreement which compiles, in all material respects, with all Requirements of Law applicable to the Transferor; (c) with respect to which all consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the Transferor in connection with the creation of such Receivable or the execution, delivery and performance by the Transferor of the Credit Card Agreement pursuant to which such Receivable was created, have been duly obtained, (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; “Eligible Receivable” shall mean each Receivable: (a) which has arisen in an Eligible Account; (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;

U.S. Credit Card ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Citibank Credit Card Issuance Trust (Citiseries Class 2014-A3) Copyright © 2014 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission. See Disclaimer on the last page. Page 8 effected or given and are in full force and effect as of such date of creation; (d . (e) which is the legal, valid and binding payment obligation of the Obligor thereon, enforceable against such Obligor in accordance with its terms, except as affected by bankruptcy, insolvency, reorganization, moratorium and other similar laws, now or hereafter in effect, relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a suit in equity or at law) and an implied covenant of good faith and fair dealing; and (f) which constitutes an “account” or “general intangible” under and as defined in Article 9 of the UCC.

Eligible Account” shall mean, as of the Cut-Off Date (or, with respect to Additional Accounts as of the relevant Addition Cut-Off Date), each Account owned by the Transferor: (a) which is in existence and maintained with the Transferor; (b) which is payable in Dollars; (c) the Obligor on which has provided, as its most recent billing address, an address which is located in the United States or its territories or possessions; (d) which the Transferor has not classified on its electronic records as counterfeit, deleted, fraudulent, stolen or lost; (e) which the Transferor has not charged off in its customary and usual manner for charging off such Accounts as of the Cut-Off Date (or, with respect to Additional Accounts, as of the relevant Addition CutOff Date) (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 10 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 (k) which constitutes an “account” under and as defined in Article 9 of the UCC as then in effect (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; “Eligible Account” shall mean a revolving credit card account owned by Citibank, in the case of the Initial

U.S. Credit Card ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Citibank Credit Card Issuance Trust (Citiseries Class 2014-A3) Copyright © 2014 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission. See Disclaimer on the last page. Page 9 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; (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.

10 All Consents and Approvals. As of the Cut-Off Date with respect to each Receivable in Accounts selected on such date and as of the applicable Addition Cut-Off Date with respect to each Receivable in Additional Accounts, all consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Transferor in connection with the conveyance of such Receivable to the Trust have been duly obtained, effected or given and are in full force and effect.

(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; 11 Creation of Receivables. On each day on which any new Receivable is created, the Transferor shall be deemed to represent and warrant to the Trust that (A) each Receivable created on such day is an Eligible Receivable, (B) each Receivable created on such day has been conveyed to the Trust in compliance, in all material respects, with all Requirements of Law applicable to the Transferor, (C) with respect to each such Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the Transferor in connection with the conveyance of such Receivable to the Trust have been duly obtained, effected or given and are in full (ix) as of the date of the creation of any new Receivable, such Receivable is an Eligible Receivable; (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;

U.S. Credit Card ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Citibank Credit Card Issuance Trust (Citiseries Class 2014-A3) Copyright © 2014 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission. See Disclaimer on the last page. Page 10 force and effect and (D) the representations and warranties set forth in subsection # are true and correct with respect to each Receivable created on such day as if made on such day.

12 Accurate Listing of Accounts. As of the Initial Closing Date, Schedule # to this Agreement, and as of the applicable Addition Cut-Off Date with respect to Additional Accounts designated pursuant to subsections #, the related list (in the form of a computer file, microfiche list, CD-ROM or such other form as is agreed upon between the Transferor and the Trustee) referred to in Section #, is an accurate and complete listing in all material respects of all the Accounts as of the Cut-Off Date, or with respect to Additional Accounts, if applicable, as of the applicable Addition Cut-Off Date 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 Cut-Off Date or, if applicable, such applicable Addition Cut-Off Date.

(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; 13 Not included in the Benchmark.

(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 Benchmark Enforcement Mechanism(s) Associated With The Subsequent Receivables Enforcement Mechanism(s) 14 Notice of Breach. The representations and warranties set forth in this Section # shall survive the transfer and assignment of the Receivables to the Trustee. Upon discovery by the Transferor, the Servicer or the Trustee of a breach of any of the representations and warranties set forth in this Section #, the party discovering such breach shall give prompt written notice to the other parties mentioned above.

The Transferor agrees to cooperate with the Servicer and the Trustee in attempting to cure any such breach.

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.

15 Removal After Cure Period.

In the event of a breach of any of the representations and warranties set forth in subsection # other than a breach or event as set forth in clause [Automatic Removal] above, and as a result of such breach the related Account becomes a Defaulted Account or the Trustee’s rights in, to or under the Receivable or its proceeds are impaired or the proceeds of such Receivable are not available for any reason to the Trustee free and clear of any Lien, then, upon the expiration of 60 days (or such longer period as may be agreed to by the Trustee in its sole discretion, but in no event later than 120 days) from the earlier to occur of the discovery of any such event by the Transferor, or receipt by the Transferor of written notice of any such event given by the Trustee or the Servicer, each such Receivable shall be removed from the Trust on the 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

U.S. Credit Card ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Citibank Credit Card Issuance Trust (Citiseries Class 2014-A3) Copyright © 2014 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission. See Disclaimer on the last page. Page 11 terms and conditions set forth in subsection #; provided, however, that no such removal shall be required to be made if, on any day within such applicable period, such representations and warranties with respect to such Receivable shall then be true and correct in all material respects as if such Receivable had been created on such day.

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. 16 Series # Pay Out Events. If any one of the following events shall occur with respect to the Series # Certificate . any representation or warranty made by the Transferor in the Agreement or this Series Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section # or # of the Agreement, (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 written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Trustee, or to the Transferor and the Trustee by the Holders of the Series # Certificate evidencing Undivided Interests aggregating not less than 50% of the Investor Interest of this Series #, and (ii) as a result of which the interests of the Series # Certificate holders are materially and adversely affected and continue to be materially and adversely affected for such period; provided, however, that a Series # Pay Out Event pursuant to this subsection # hereof shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Agreement...

Amortization Events. If any one of the following events shall occur:...(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 ___ 7
Declaration of a Series # Pay out Event.

then, in the case of any event described in subsection # hereof, after the applicable grace period set forth in such subparagraphs, if any, either the Trustee or Holders of the Series # Certificate evidencing Undivided Interests aggregating not less than 50% of the Investor Interest of this Series # by notice then given in writing to the Transferor and the Servicer (and to the Trustee if given by the Series # Certificate holders) may declare that a pay out event (a “Series # Pay Out Event”) has occurred as of the date of such notice... 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...

Table 3: Benchmark Representations And Warranties Associated With The Additional Receivables Accounts No. Benchmark Transaction Representations And Warranties (Pooling And Servicing Agreement) 18 The Transferor Represents and Warrants The Transferor hereby represents and warrants to the Trustee as of the Amendment Closing Date and each subsequent Closing Date, and with respect to any Additional Accounts, on each related Addition Date occurring after the Amendment Closing Date that: 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: 19 Binding Obligation.

The Receivables Purchase (i) this Agreement, each Supplement and, in the case of

U.S. Credit Card ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Citibank Credit Card Issuance Trust (Citiseries Class 2014-A3) Copyright © 2014 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission. See Disclaimer on the last page. Page 12 Agreement, this Agreement, and each Supplement each constitutes a legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws or general principles of equity.

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; 20 Valid Sale or Grant. This Agreement constitutes either (A) a valid sale to the Trustee of the Receivables or (B) a grant of a security interest in favor of the Trustee in the Receivables, and that sale or security interest is perfected under the ...UCC (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; 21 Not included in the Benchmark. (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; Benchmark Enforcement Mechanism(s) Associated With The Additional Receivables Accounts Enforcement Mechanism(s) 22 Notice of Breach.

The representations and warranties set forth in this Section # shall survive the transfer and assignment of the Receivables to the Trustee. Upon discovery by the Transferor, the Servicer or the Trustee of a breach of any of the representations and warranties set forth in this Section #, the party discovering such breach shall give prompt written notice to the other parties mentioned above. The Transferor agrees to cooperate with the Servicer and the Trustee in attempting to cure any such breach.

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.

23 Reassignment of Trust Portfolio.

In the event of a breach of any of the representations and warranties set forth in subsection #, either the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor Interest, by notice then given in writing to the Transferor (and to the Trustee 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

U.S. Credit Card ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Citibank Credit Card Issuance Trust (Citiseries Class 2014-A3) Copyright © 2014 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission. See Disclaimer on the last page. Page 13 and the Servicer, if given by the Investor Certificate holders), may direct the Transferor to accept reassignment of an amount of Principal Receivables (as specified below) within 60 days of such notice (or within such longer period as may be specified in such notice), and the Transferor shall be obligated to accept reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “Reassignment Date”) occurring within such applicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall be required to be made if, at any time during such applicable period, the representations and warranties contained in subsection # shall then be true and correct in all material respects.

The Transferor shall deposit on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificate holders pursuant to Article #. The reassignment deposit amount with respect to each Series for such reassignment, unless otherwise stated in the related Supplement, shall be equal to (i) the Investor Interest of such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificate holders on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate through such last day, less the amount, if any, previously allocated for payment of interest to the Certificate holders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs.

Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee in and to the Receivables, all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and 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, 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

You can also read
Next part ... Cancel