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

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 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: (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 Cut- Off 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 Cut- Off 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… 17 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

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 14 proceeds thereof. If the Trustee or the Investor Certificate holders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection # shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection # available to the Investor Certificate holders or the Trustee on behalf of the Investor Certificate holders.

24 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… 25 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…

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 15 Table 4: Benchmark Representations And Warranties Associated To The Transferor Related To The Collateral And Perfection Of The Security Interest No. Benchmark Transaction Representations And Warranties (Pooling And Servicing Agreement) 26 The Transferor Represents and Warrants The Transferor hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this Agreement. Such representations and warranties speak of the date that the Collateral (as defined below) is transferred to the Trustee but shall not be waived by any of the parties to this Agreement unless each Rating Agency shall have notified the Transferor, the Servicer and the Trustee in writing that such waiver will not result in a reduction or withdrawal of the rating of any outstanding Series or Class to which it is a Rating Agency.

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: 27 Valid Continuing Security Interest. This Agreement creates a valid and continuing security interest (as defined in the ...UCC) in favor of the Trustee in the Receivables described in Section # or in Section # of any Assignment (the “Collateral”), which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Transferor.

(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.

28 Collateral Characterization Under UCC. The Collateral constitutes “accounts” within the meaning of the ... UCC. (b) The Receivables constitute “accounts” within the meaning of the applicable UCC. 29 Good Title. At the time of each transfer and assignment of Collateral to the Trustee pursuant to this Agreement or an Assignment, the Transferor owned and had good and marketable title to such Collateral free and clear of any lien, claim or encumbrance of any Person. (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.

30 All Filings Made. The Transferor has caused or will have caused, within ten days of the initial execution of this Agreement and each Assignment, 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 related Collateral granted to the Trustee pursuant to this Agreement or such Assignment. (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.

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 16 31 Security Interest to Trustee. Other than the security interest granted to the Trustee pursuant to this Agreement or an Assignment, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Collateral. The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of the Collateral other than any financing statement relating to the security interest granted to the Trust pursuant to this Agreement or an Assignment or that has been terminated. The Transferor is not aware of any judgment or tax lien filings against the Transferor.

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 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. Benchmark Enforcement Mechanism(s) Associated To The Transferor Related To The Collateral And Perfection Of The Security Interest Enforcement Mechanism(s) 32 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 . 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 .

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…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 5: Benchmark Representations And Warranties Associated To The Transferor As A Corporate Entity No. Benchmark Transaction Representations And Warranties (Pooling And Servicing Agreement)

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 17 33 The Transferor Represents and Warrants. The Transferor hereby represents and warrants to the Trust as of the Amendment Closing Date: Each of the Sellers hereby represents and warrants to the Trust as of the Amendment Date and as of each Closing Date thereafter that: 34 Organization and Good Standing. The Transferor is a banking corporation duly organized and validly existing in good standing under the laws of the jurisdiction of its organization and has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to execute and deliver to the Trustee the Certificates pursuant hereto, and, in all material respects, to own its properties and conduct its business as such properties are presently owned and such business is presently conducted.

(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. 35 Due Qualification. The Transferor is duly qualified to do business and is in good standing (or is exempt from such requirement) and has obtained all necessary licenses and approvals with respect to the Transferor 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 the Transferor or the Trust or would have a material adverse effect on the Certificate holders; 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 state in which the Trustee seeks to enforce any Account or Receivable.

(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.

36 Due Authorization. The execution and delivery of this Agreement and the execution and delivery to the Trustee of the Certificates by the Transferor and the consummation of the transactions provided for in this Agreement have been duly authorized by the Transferor by all necessary corporate action on its part and this Agreement will remain, from the time of its execution, an official record of the Transferor. (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.

37 No Conflict. The execution and delivery of this Agreement and the Certificates, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof 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 the Transferor is a party or by which it or any of its properties are bound, except to the extent that the same could not reasonably be expected to have a material adverse effect on the Certificate holders (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. 38 No Violation. The execution and delivery of this Agreement, any Supplement and the Certificates, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with or violate any Requirements of Law applicable to the Transferor, except to the extent that the same could not reasonably be expected to have a material adverse effect on the Certificate holders. (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

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 18 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. 39 No Proceedings. There are no proceedings or investigations pending or, to the best knowledge of the Transferor, threatened against the Transferor before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality (i) asserting the invalidity of this Agreement or the Certificates, (ii) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement or the Certificates, (iii) seeking any determination or ruling that, in the reasonable judgment of the Transferor, would materially and adversely affect the performance by the Transferor of its obligations under this Agreement, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or the Certificates or (v) seeking to affect adversely the income tax attributes of the Trust.

(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 an 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.

40 All Consents Required. All approvals, authorizations, consents, orders or other actions of any Person or of any governmental body or official required in connection with the execution and delivery of this Agreement and the Certificates, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof, have been obtained, except where the failure to obtain such approvals, authorizations, consents, orders or other actions could not reasonably be expected to have a material adverse effect on the Certificate holders. 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.

41 Representations and Warranties: True and Correct. The representations and warranties set forth in this Section # shall survive the transfer and assignment of the respective Receivables to the Trust, and termination of the rights and obligations of the Servicer pursuant to Section #. The Transferor hereby represents and warrants to the Trust, with respect to any Series of Certificates, as of its Closing Date, unless otherwise stated in such Supplement, that the representations and warranties of the Transferor set forth in this Section # are true and correct as of such date (for the purposes of such representations and warranties, “Certificates” shall mean the Certificates issued on the related Closing Date). Upon discovery by the Transferor, the Servicer or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the others. 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.

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 19 Benchmark Enforcement Mechanism(s) Associated To The Transferor As A Corporate Entity Enforcement Mechanism(s) 42 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… 43 Declaration of 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 6: Benchmark Representations And Warranties Associated To The Servicer As A Corporate Entity No. Benchmark Transaction Representations And Warranties (Pooling And Servicing Agreement) 44 The Servicer Represents and Warrants [Servicer] hereby makes, and any Successor Servicer by its appointment hereunder shall make, on each Closing Date on which it is the Servicer (and on the date of any such appointment), the following representations, warranties and covenants: 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: 45 Organization and Good Standing. The Servicer is a national banking association duly organized, validly existing and in good standing under the laws of the United States and has full corporate power, authority and legal right to own its properties and conduct its (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

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 20 credit card business as such properties are presently owned and as such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement.

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. 46 Due Qualification. The Servicer is not required to qualify nor register as a foreign corporation in any state in order to service the Receivables as required by this Agreement and has obtained all licenses and approvals necessary in order to so service the Receivables as required under federal and Delaware law. If the Servicer shall be required by any Requirement of Law to so qualify or register or obtain such license or approval, then it shall do so (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 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.

47 Due Authorization. The execution, delivery, and performance by the Servicer of this Agreement have been duly authorized by the Servicer by all necessary corporate action on the part of the Servicer and this Agreement will remain, from the time of its execution, an official record of the Servicer. (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. 48 Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws or general principles of equity.

(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. 49 No Violation. The execution and delivery of this Agreement by the Servicer, and the performance by the Servicer of the transactions contemplated by this Agreement and the fulfillment by the Servicer of the terms hereof applicable to the Servicer, will not conflict with, violate, 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 default under, any Requirement of Law applicable to the Servicer or any indenture, contract, agreement, mortgage, deed of trust or other instrument to which the Servicer is a party or by which it is bound.

(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.

50 No Proceedings. There are no proceedings or investigations pending or, to the best knowledge of the Servicer, threatened against the Servicer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, 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 seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement (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.

51 Compliance with Requirements of Law. The (g) Compliance with Requirements of Law. The Servicer

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 21 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 will comply in all material respects with all other Requirements of Law in connection with servicing each Receivable the failure to comply with which would have a material adverse effect on the Certificate holders or any Credit Enhancement Provider. 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. 52 Servicer Able to Perform. The Servicer shall be deemed to represent to the Transferor, as of the date on which information is provided to the Transferor under subsection # that, except as disclosed in writing to the Transferor prior to such date to the best of its knowledge: (i) the Servicer is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any other securitization due to any act or failure to act of the Servicer; (ii) the Servicer has not been terminated as servicer in a securitization involving credit card receivables, either due to a servicing default or to application of a servicing performance test or trigger; (iii) no material noncompliance with the applicable servicing criteria with respect to other securitizations of credit card receivables involving the Servicer as servicer has been disclosed or reported by the Servicer; (iv) no material changes to the Servicer’s policies or procedures with respect to the servicing function it will perform under the Agreement and this Series Supplement have occurred during the three- year period immediately preceding the related Securitization Transaction; (v) there are no aspects of the Servicer’s financial condition that could have a material adverse effect on the performance by the Servicer of its servicing obligations under the Agreement or this Series Supplement; and (vi) there are no material legal or governmental proceedings pending (or known to be contemplated) against the Servicer, any Subservicer or any unaffiliated third- party originator of Receivables.

Not included in the Transaction.

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 22 53 Not included in the Benchmark. (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.

54 Not included in the Benchmark. (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. 55 Not included in the Benchmark. (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.

56 Not included in the Benchmark. (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. Benchmark Enforcement Mechanism(s) Associated To The Servicer As A Corporate Entity Enforcement Mechanism(s) 57 Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuing . any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has a material adverse effect on the Investor Certificate holders of any Series and 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 Servicer by the Trustee, or to the Servicer and the Trustee by the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the Investor Interest of any Series adversely affected thereby and continues to materially adversely affect such Investor Certificate holders for such period or . Servicer Defaults.

If any one of the following events (a “Servicer Default”) shall occur and be continuing:…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 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)… 58 Acts of God, Force Majeure. Notwithstanding the foregoing, a delay in or failure of performance . in Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph…(b) or (c) above for

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 23 subsection # for a period of 60 days, 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, public disorder, rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, nuclear disasters or meltdowns, floods, power outages 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, any Credit Enhancement Provider, the Transferor and the Holders of Investor Certificates with an Officer’s Certificate giving prompt notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to perform its obligations.

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.

59 Series # Pay Out Events. If any one of the following events shall occur with respect to the Series # Certificate . any Servicer Default shall occur which would have a material adverse effect on the Series # Certificate holders; 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 .

Amortization Events. If any one of the following events shall occur:…(f) a Servicer Default 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,… Table 7: Benchmark Representations And Warranties Associated To The Issuing Entity Related To The Security Interest No. Benchmark Transaction Representations And Warranties (Indenture) 60 The Issuer Represents and Warrants The Issuer makes the following representations and warranties as to the Collateral Certificate on which the Indenture Trustee is deemed to have relied in acquiring the Collateral Certificate.

The Issuer represents as follows: 61 Valid and Continuing Security Interest. The Indenture creates a valid and continuing security interest (as defined in the … UCC) in the Collateral Certificate in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (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.

62 Collateral Characterization Under UCC. The Collateral Certificate constitutes either an “account,” a “general intangible,” an “instrument,” or a “certificated security,” each within the meaning of the … UCC. (b) The Collateral Certificate constitutes either a “certificated security” or a “general intangible” within the meaning of the applicable UCC.

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 24 63 Good Title. At the time of the transfer and assignment of the Collateral Certificate to the Indenture Trustee pursuant to the Indenture, 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.

(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. 64 All Filings Made. The Issuer has caused, within ten days of the execution of the Indenture, 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 Indenture Trustee pursuant to the Indenture.

(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.

65 Security Interest to Indenture Trustee. Other than the security interest granted to the Indenture Trustee pursuant to the Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed 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 relating to the security interest granted to the Indenture Trustee pursuant to the Indenture or any financing statement that has been terminated. The Issuer is not aware of any judgment or tax lien filings against 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 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.

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 25 Benchmark Enforcement Mechanism(s) Associated To The Issuing Entity Related To The Security Interest Enforcement Mechanism(s) 66 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 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 and 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 sixty (60) days after there has been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Holders of at least 25% of the aggregate in Outstanding Dollar Principal Amount of the Outstanding Notes of the affected Series, Class or Tranche, a written notice specifying such default or breach and requesting it to be remedied and stating that such notice is a “Notice of Default” hereunder and, as a result of such default, the interests of the Holders of the Notes of such Series, Class or Tranche are materially and adversely affected and continue to be materially and adversely affected during the sixty (60) day period; 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 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;… 67 Acceleration of Maturity With Respect To Less Than All Holders.

If an Event of Default described in clause # (if the Event of Default under clause # is with respect to less than all Series, Classes and Tranches of Notes then Outstanding) of Section # occurs and is continuing with respect to any Series, Class or Tranche, then and in each and every such case, unless the principal of all the Notes of such Series, Class or Tranche shall have already become due and payable, either the Indenture Trustee or the Majority Holders 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 Indenture Trustee if given by the Holders), may declare the Outstanding Dollar Principal Amount of all the Outstanding 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 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

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 26 declaration the same will become and will be immediately due and payable, anything in this Indenture, the related Asset Pool Supplement, the related Indenture Supplement or in the Notes of such Series, Class or Tranche to the contrary notwithstanding. Such payments are subject to the allocation provisions of the applicable Asset Pool Supplement and the allocation, deposits and payment sections of the related Indenture Supplement. 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. 68 Acceleration of Maturity With Respect To All Holders. If an Event of Default described in clause # of Section # occurs with respect to all Series, Classes and Tranches of Outstanding Notes and is continuing, then and in each and every such case, unless the principal of all the Notes shall have already become due and payable, either the Indenture Trustee or the Majority Holders of all the Outstanding Notes hereunder (treated as one Class), by notice in writing to the Issuer (and to the Indenture 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, the related Asset Pool Supplement, the related Indenture Supplements or the Notes to the contrary.

(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.

The language in Standard & Poor’s Ratings Services’ 17g-7 Benchmark reflects representations, warranties and enforcement mechanisms available to investors that commonly appear in the transaction documents for a specific type of security. In order to make the benchmarks generic, we made the following modifications. Specific article or section numbers have been replaced by a number symbol (Example: ‘Section 5’ now reads as ‘Section . Proper nouns have been replaced with the bracketed name of the role the entity plays in the transaction (Example: ‘ABC Corp’ now reads as [Seller]). Numbers or amounts specific to a deal have been replaced with a number symbol (Example: ‘more than 30%’ now reads as ‘more than . Non-numerical characteristics have been replaced by a generic description (Example: ‘financing of agricultural and construction equipment’ now reads as ‘financing of [type of] equipment’). This Standard & Poor's Ratings Services 17g-7 Disclosure Report is not intended to be, and may not be relied upon as, legal advice.

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 27 Disclaimer Copyright © 2014 by Standard & Poor’s Financial Services LLC. All rights reserved. No content (including ratings, credit-related analyses and data, model, software or other application or output therefrom) or any part thereof (Content) may be modified, reverse engineered, reproduced or distributed in any form by any means, or stored in a database or retrieval system, without the prior written permission of Standard & Poor’s Financial Services LLC or its affiliates (collectively, S&P). The Content shall not be used for any unlawful or unauthorized purposes. S&P and any third-party providers, as well as their directors, officers, shareholders, employees or agents (collectively S&P Parties) do not guarantee the accuracy, completeness, timeliness or availability of the Content. S&P Parties are not responsible for any errors or omissions (negligent or otherwise), regardless of the cause, for the results obtained from the use of the Content, or for the security or maintenance of any data input by the user. The Content is provided on an “as is” basis. S&P PARTIES DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, FREEDOM FROM BUGS, SOFTWARE ERRORS OR DEFECTS, THAT THE CONTENT’S FUNCTIONING WILL BE UNINTERRUPTED OR THAT THE CONTENT WILL OPERATE WITH ANY SOFTWARE OR HARDWARE CONFIGURATION. In no event shall S&P Parties be liable to any party for any direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees, or losses (including, without limitation, lost income or lost profits and opportunity costs or losses caused by negligence) in connection with any use of the Content even if advised of the possibility of such damages.

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