Terms Document 2007-A1


     

     

    Exhibit
      4.1

    
 

    CITIBANK
      CREDIT CARD ISSUANCE TRUST

    


    Citiseries

    Class
      2007-A1 Notes

    


    Issuer
      Certificate

    Pursuant
      to Sections 202 and 301(h) of the Indenture

    


    Reference
      is made to the Indenture, dated as of September 26, 2000, as amended by
      Amendment No. 1 thereto dated as of November 14, 2001, each between Citibank
      Credit Card Issuance Trust (the "Issuer") and Deutsche Bank Trust Company
      Americas, as trustee (the "Indenture"). Capitalized terms used herein that
      are
      not otherwise defined have the meanings set forth in the Indenture. All
      references herein to designated Sections are to the designated Sections of
      the
      Indenture.

    


    Section
      301(h) provides that the Issuer may from time to time create a tranche of Notes
      either by or pursuant to an Issuer Certificate setting forth the principal
      terms
      thereof. Pursuant to this Issuer Certificate, there is hereby created a tranche
      of Notes having the following terms: 

    


    Series
      Designation:
      Citiseries. This series is included in Group 1.

    


    Tranche
      Designation:
      $2,000,000,000 Floating Rate Class 2007-A1 Notes of March 2010 (Legal Maturity
      Date March 2012) (hereinafter, the "Class 2007-A1 Notes")

    


    Currency:
      The
      Class 2007-A1 Notes will be payable, and denominated, in Dollars. 

    


    Denominations:
      The
      Class 2007-A1 Notes will be issuable in minimum denominations of $100,000 and
      multiples of $1,000 in excess of that amount.

    


    Issuance
      Date:
      March
      22, 2007

    


    Initial
      Principal Amount:
      $2,000,000,000

    


    Issue
      Price:
      100%

    


    Interest
      Rate:
      The
      Class 2007-A1 Notes will accrue interest with respect to any interest period
      at
      a per annum rate equal to the Class 2007-A1 Note Rate for such interest period,
      calculated on the basis of the actual number of days in such interest period
      divided by 360. The "Class 2007-A1 Note Rate" means,
      with
      respect to the first interest period, 5.34000%
      per
      annum
      and, with respect to each interest period thereafter, a
      per
      annum rate equal to LIBOR for such interest period minus 0.01%.

    


    The
      Issuer will determine LIBOR for each applicable interest period on the second
      business day before the beginning of that interest period. For purposes of
      calculating LIBOR, a business day is any day on which dealings in deposits
      in
      U.S. Dollars are transacted in the London interbank market.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    "LIBOR"
      means,
      as of any date of determination, the rate for deposits in U.S. Dollars for
      the
      Designated Maturity (commencing on the first day of the relevant interest
      period) which appears on Telerate Page 3750 as of 11:00 a.m., London time,
      on
      such date. If such rate does not appear on Telerate Page 3750, the rate for
      that
      day will be determined on the basis of the rates at which deposits in U.S.
      Dollars are offered by the Reference Banks at approximately 11:00 a.m., London
      time, on that day to prime banks in the London interbank market for the
      Designated Maturity (commencing on the first day of the relevant interest
      period). The Issuer will request the principal London office of each of the
      Reference Banks to provide a quotation of its rate. If at least two such
      quotations are provided, the rate for that day will be the arithmetic mean
      of
      the quotations. If fewer than two quotations are provided as requested, the
      rate
      for that day will be the arithmetic mean of the rates quoted by major banks
      in
      New York City, selected by the Issuer, at approximately 11:00 a.m., New York
      City time, on that day for loans in U.S. Dollars to leading European banks
      for a
      period of the Designated Maturity (commencing on the first day of the relevant
      interest period).

    


    "Telerate
      Page 3750"
      means
      the display page currently so designated on the Moneyline Telerate Service
      (or
      such other page as may replace that page on that service for the purpose of
      displaying comparable rates or prices).

    


    "Designated
      Maturity"
      means
      three months, however,
      upon
      the occurrence of an Event of Default or an Early Redemption Event with respect
      to the Class 2007-A1 Notes, or if the Class 2007-A1 Notes are not paid in full
      on their Expected Principal Payment Date, "Designated Maturity" means one
      month.

    


    "Reference
      Banks"
      means
      four major banks in the London interbank market selected by the
      Issuer.

    


    Scheduled
      Interest Payment Dates:
      The
      22nd
      day of
      each March, June, September and December, beginning June 2007.

    


    Each
      payment of interest on the Class 2007-A1 Notes will include all interest accrued
      from and including the preceding Interest Payment Date -- or, for the first
      interest period, from and including the Issuance Date -- to and including the
      day preceding the current Interest Payment Date, plus any interest accrued
      but
      not previously paid.

    


    Expected
      Principal Payment Date:
      March
      22, 2010

    


    Legal
      Maturity Date:
      March
      22, 2012

    


    Monthly
      Principal Date: For
      the
      month in which the Expected Principal Payment Date occurs, March 22, 2010,
      and
      for each other month, the 22nd
      day of
      such month, or if such day is not a Business Day, the next following Business
      Day.

    


    Required
      Subordinated Amount of Class B Notes:
      $119,658,200.

    


    Required
      Subordinated Amount of Class C Notes:
      $159,544,200.

    


    Controlled
      Accumulation Amount:
      $166,666,667.

    



    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    Form
      of Notes:
      The
      Class 2007-A1 Notes will be issued as Global Notes. The Global Notes will
      initially be registered in the name of Cede & Co., as nominee of The
      Depository Trust Company, and will be exchangeable for individual Notes only
      in
      accordance with the provisions of Section 204(c).

    


    Additional
      Issuances of Class 2007-A1 Notes:
      The
      Issuer may at any time and from time to time issue additional Class 2007-A1
      Notes, subject to the satisfaction of (i) the conditions precedent set forth
      in
      Section 311(a) and (ii) the following conditions:

    


    (a)
      the
      Issuer has obtained written confirmation from each Rating Agency that there
      will
      be no Ratings Effect with respect to the then outstanding Class 2007-A1 Notes
      as
      a result of the issuance of such additional Class 2007-A1 Notes;

    


    (b)
      as of
      the date of issuance of the additional Class 2007-A1 Notes, all amounts due
      and
      owing to the Holders of the then outstanding Class 2007-A1 Notes have been
      paid
      and there is no Nominal Liquidation Amount Deficit with respect to the then
      outstanding Class 2007-A1 Notes;

    


    (c)
      the
      additional Class 2007-A1 Notes will be fungible with the original Class 2007-A1
      Notes for federal income tax purposes; 

    


    (d)
      if
      Holders of the then outstanding Class 2007-A1 Notes have benefit of a Derivative
      Agreement, the Issuer will have obtained a Derivative Agreement for the benefit
      of the Holders of the additional Class 2007-A1 Notes; and

    


    (e)
      the
      ratio of the Controlled Accumulation Amount to the Initial Dollar Principal
      Amount of the Class 2007-A1 Notes, including the additional Class 2007-A1 Notes,
      will be equal to the ratio of the Controlled Accumulation Amount (before giving
      effect to the additional issuance) to the Initial Dollar Principal Amount of
      the
      Class 2007-A1 Notes, excluding the additional Class 2007-A1 Notes.

    


    As
      of the
      date of issuance of additional Class 2007-A1 Notes, the Outstanding Dollar
      Principal Amount and Nominal Liquidation Amount of the Class 2007-A1 Notes
      will
      be increased to reflect the Initial Dollar Principal Amount of the additional
      Class 2007-A1 Notes. 

    


    Any
      outstanding Class 2007-A1 Notes and any additional Class 2007-A1 Notes will
      be
      equally and ratably entitled to the benefits of the Indenture without
      preference, priority or distinction.

    


    Optional
      Redemption Provisions other than Section 1202 "Clean-Up
      Call":
      None

    


    Additional
      Early Redemption Events or changes to Early Redemption
      Events:
      None

    


    Additional
      Events of Default or changes to Events of Default:
      None

    



    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    Interest
      Rate Swap:
      The
      Issuer hereby represents that it has obtained an interest rate swap agreement
      (the "Swap") for the benefit of the Holders of the Class 2007-A1 Notes, a copy
      of which is attached hereto as Exhibit B. Monthly payments between the Issuer
      and the swap counterparty pursuant to the Swap will be netted. Net swap receipts
      received by the Issuer will be deposited into the Interest Funding sub-Account
      for the Class 2007-A1 Notes on the date of receipt as provided in Section 504(a)
      and net swap payments to be made by the Issuer will be made from withdrawals
      from the Interest Funding sub-Account for the Class 2007-A1 Notes as provided
      in
      Section 507(c).

    


    None
      of a
      ratings downgrade of or payment default by the counterparty to the Swap or
      a
      termination of the Swap will constitute an Early Redemption Event or Event
      of
      Default nor will any such event obligate the Issuer to replace the
      Swap.

    


    Subject
      to Section 522, so long as the Swap is a Performing Derivative Agreement,
      targeted deposits of Finance Charge Collections to the Interest Funding
      sub-Account for the Class 2007-A1 Notes will be made on the Business Day
      preceding the 22nd
      calendar
      day of each month, beginning April 2007. The deposit targeted to be made to
      the
      Interest Funding sub-Account for the Class 2007-A1 Notes on April 20, 2007
      will
      be $8,068,333.33. If the Swap becomes a non-Performing Derivative Agreement,
      (i)
      targeted deposits of Finance Charge Collections to the Interest Funding
      sub-Account for the Class 2007-A1 Notes will be made as provided in Section
      503(d) and (ii) withdrawals will be made from the Interest Funding sub-Account
      for the Class 2007-A1 Notes as provided in Section 507(d).

    


    Business
      Day:
      means
      any day other than (a) a Saturday or Sunday or (b) any other day on which
      national banking associations or state banking institutions in New York, New
      York or South Dakota, or any other state in which the principal executive
      offices of any Additional Seller are located, are authorized or obligated by
      law, executive order or governmental decree to be closed.

    


    Securities
      Exchange Listing:
      Application will be made to list the Class 2007-A1 Notes on the Irish Stock
      Exchange.


    
      
        
        

      

      
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    The
      Class
      2007-A1 Notes shall have such other terms as are set forth in the form of Note
      attached hereto as Exhibit A. Pursuant to Section 202, the form of Note attached
      hereto has been approved by the Issuer.

    


    


    
      	 	
              CITIBANK
                CREDIT CARD ISSUANCE TRUST

            
	 	
              By
                 Citibank
                (South Dakota), National Association,

            
	 	
              as
                Managing Beneficiary

            
	 	 
	 	 
	 	     /s/
              Douglas C.
              Morrison
	 	
              ___________________________

            
	 	
              Douglas
                C. Morrison

            
	 	
              Vice
                President

            


    

    


    Dated:
      March 22, 2007

    



    
      
        
        

      

      
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    Citiseries

     

    Class
      2007-A1 Notes

    


    Reference
      is made to the resolutions adopted by the Board of Directors of Citibank (South
      Dakota), National Association ("Citibank (South Dakota)") on April 26, 2000,
      as
      amended on September 25, 2001 and October 25, 2006. The resolutions authorize
      Citibank (South Dakota) from time to time to issue and sell, or to arrange
      for
      or participate in the issuance and sale of, one or more series and/or classes
      of
      pass-through certificates, participation certificates, commercial paper, notes
      or other securities representing ownership interests in, or backed by, pools
      of
      credit card receivables or interests therein ("Receivables") in an aggregate
      principal amount such that up to $125,000,000,000 of such certificates,
      commercial paper, notes or securities are outstanding at any one time and to
      sell, transfer, convey or assign Receivables to trusts or other special purpose
      entities in connection therewith on such terms as to be determined by the
      Citibank (South Dakota) Pricing and Loan Committee (the "Pricing and Loan
      Committee").

    


    The
      undersigned, a duly authorized member of the Pricing and Loan Committee, on
      behalf of such Pricing and Loan Committee, does hereby certify that the terms
      of
      the tranche of Notes set forth in and to be created by the preceding Issuer
      Certificate and the increase in the Invested Amount of the Collateral
      Certificate resulting from the issuance of such Notes have been approved by
      such
      Pricing and Loan Committee. In addition, the following underwriting/selling
      agent terms with respect to this tranche of Notes have been approved by such
      Pricing and Loan Committee:

    


    Issue
      Price: 100%

    


    Underwriting
      Commission: 0.175%

    


    Proceeds
      to Issuer: 99.825%

    


    Representative
      of the Underwriters: Citigroup Global Markets Inc.

    


    


    The
      preceding Issuer Certificate and this certification of Pricing and Loan
      Committee approval shall be, continuously from the time of their execution,
      official records of Citibank (South Dakota).

    


    


      /s/
      Douglas C. Morrison


    
      	
              _____________________________

            
	
              Douglas
                C. Morrison

            
	
              Member
                of the Pricing and Loan Committee

            
	
              Citibank
                (South Dakota), National
                Association

            


    

    


    


    Dated:
      March 22, 2007

    



    
      
        
          


          


          


        

        
        

      

      
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    Exhibit
      A

    


    FORM
      OF

    


    CITISERIES

    


    FLOATING
      RATE CLASS 2007-A1 NOTES OF MARCH 2010

    (Legal
      Maturity Date March 2012)

    


    


    
      	
              $___,000,000

            	 	
              REGISTERED

            
	
              CUSIP
                No. 17305E DP 7

            	 	
              No.
                R-_

            


    

    


    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
      IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
      AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
      TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
      ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
      PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
      AN INTEREST HEREIN.

    


    THE
      PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN AND IN THE INDENTURE
      REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE
      AT
      ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

    


    


    CITIBANK
      CREDIT CARD ISSUANCE TRUST

    


    CITISERIES

    


    FLOATING
      RATE CLASS 2007-A1 NOTES OF MARCH 2010

    (Legal
      Maturity Date March 2012)

    


    


    CITIBANK
      CREDIT CARD ISSUANCE TRUST, a trust formed and existing under the laws of the
      State of Delaware (including any successor, the "Issuer"), for value received,
      hereby promises to pay to CEDE & CO., or its registered assigns, the
      principal amount of _____ HUNDRED MILLION DOLLARS ($___,000,000). The Expected
      Principal Payment Date for this Note is March 22, 2010. The Legal Maturity
      Date
      for this Note is March 22, 2012.

    


    The
      Issuer hereby promises to pay interest on this Note on the 22nd
      day of
      each March, June, September and December, beginning June 2007, until the
      principal of this Note is paid or made available for payment, subject to certain
      limitations set forth in the Indenture. Interest will accrue on the outstanding
      principal amount of this Note for each interest period in an amount equal to
      the
      product of (i) the actual number of days in such interest period divided by
      360,
      (ii) a rate per annum equal to the Class 2007-A1 Note Rate for such interest
      period, and (iii) the outstanding principal amount of this Note as of the
      preceding Interest Payment Date (after giving effect to any payments of
      principal made on the preceding Interest Payment Date)
      or, in
      the case of the first Interest Payment Date, the initial principal amount of
      this Note.
      The
      Class 2007-A1 Note Rate will be determined as provided in the
      Indenture.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    If
      any
      Interest Payment Date or Principal Payment Date of this Note falls on a day
      that
      is not a Business Day, the required payment of interest or principal will be
      made on the following Business Day.

    


    This
      Note
      is one of the Citiseries, Class 2007-A1 Notes issued pursuant to the Indenture,
      dated as of September 26, 2000 (as amended and otherwise modified from time
      to
      time, the "Indenture") between the Issuer and Deutsche Bank Trust Company
      Americas, as Trustee. For purposes of this Note, the term "Indenture" includes
      any supplemental indenture or Issuer Certificate relating to the Citiseries,
      Class 2007-A1 Notes. This Note is subject to all of the terms of the Indenture.
      All terms used in this Note that are not otherwise defined herein and that
      are
      defined in the Indenture will have the meanings assigned to them
      therein.

    


    The
      principal of and interest on this Note are payable in such coin or currency
      of
      the United States of America as at the time of payment is legal tender for
      payment of public and private debts.

    


    Each
      Holder by acceptance of this Note, and each owner of a beneficial interest
      in
      this Note by acceptance of a beneficial interest in this Note, is deemed to
      have
      consented to such amendments to the Pooling and Servicing Agreement and other
      operative documents as are necessary to permit the Seller to retain sale
      treatment for accounting purposes of the transfer of assets to the Master Trust,
      in accordance with the provisions of Financial Accounting Standards Board SFAS
      No. 140.

    


    Reference
      is made to the further provisions of this Note set forth on the reverse hereof,
      which will have the same effect as though fully set forth on the face of this
      Note.

    


    Unless
      the certificate of authentication hereon has been executed by the Trustee whose
      name appears below by manual signature, this Note will not 


    
      
        
        

      

      
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    be
      entitled to any benefit under the Indenture, or be valid or obligatory for
      any
      purpose.

    


    IN
      WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually
      or
      in facsimile, by an Issuer Authorized Officer.

    


    
      	 	
              CITIBANK
                CREDIT CARD ISSUANCE TRUST

            
	 	 
	 	
              By: CITIBANK
                (SOUTH DAKOTA),

            
	 	
              NATIONAL
                ASSOCIATION,

            
	 	
              as
                Managing Beneficiary of

            
	 	
              Citibank
                Credit Card Issuance Trust

            
	 	 
	 	 
	 	
              By:
                __________________________________

            
	 	
              Douglas
                C. Morrison

            
	 	
              Vice
                President

            


    

    


    Dated:
      March 22, 2007

    


    


    


    


    TRUSTEE'S
      CERTIFICATE OF AUTHENTICATION

    


    


    This
      is
      one of the Notes designated above and referred to in the within mentioned
      Indenture.

    


    


    
      	 	
              DEUTSCHE
                BANK TRUST COMPANY AMERICAS,

            
	 	
              as
                Trustee under the Indenture

            
	 	 
	 	 
	 	
              By:
                _________________________________

            
	 	
              Authorized
                Signatory

            


    

    


    Dated:
      March 22, 2007

    


    


    


    



    
      
        
        

      

      
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    REVERSE
      OF NOTE

    


    This
      Note
      is one of a duly authorized issue of Notes of the Issuer, designated as its
      Citiseries Floating Rate Class 2007-A1 Notes of March 2010 (Legal Maturity
      Date
      March 2012) (herein called the "Notes"), all issued under an Indenture, to
      which
      Indenture reference is hereby made for a statement of the respective rights
      and
      obligations thereunder of the Issuer, the Trustee and the Holders of the
      Notes.

    


    This
      Note
      ranks pari passu with all other Class A Notes of the same series, as set forth
      in the Indenture. This Note is secured to the extent, and by the collateral,
      described in the Indenture.

    


    The
      Issuer will pay interest on overdue interest as set forth in the Indenture
      to
      the extent lawful.

    


    Each
      Holder by acceptance of this Note, and each owner of a beneficial interest
      in
      this Note by acceptance of a beneficial interest in this Note, agrees that
      no
      recourse may be taken, directly or indirectly, with respect to the obligations
      of the Issuer or the Trustee on the Notes, against the Issuer, the Issuer
      Trustee, Citibank (South Dakota), the Trustee or any affiliate, officer,
      employee or director of any of them, and the obligation of the Issuer to pay
      principal of or interest on this Note or any other amount payable to the Holder
      of this Note will be subject to Article V of the Indenture.

    


    Each
      Holder by acceptance of this Note, and each owner of a beneficial interest
      in
      this Note by acceptance of a beneficial interest in this Note, agrees that
      this
      Note is intended to be debt of Citibank (South Dakota) for federal, state and
      local income and franchise tax purposes, and agrees to treat this Note
      accordingly for all such purposes, unless otherwise required by a taxing
      authority.

    


    Each
      Holder by acceptance of this Note, and each owner of a beneficial interest
      in
      this Note by acceptance of a beneficial interest in this Note, agrees that
      it
      will not at any time institute against the Issuer, or join in any institution
      against the Issuer of, any bankruptcy, reorganization, arrangement, insolvency
      or liquidation proceeding, or other proceedings under any United States federal
      or state bankruptcy or similar law in connection with any obligations relating
      to this Note, the Indenture or any Derivative Agreement.

    


    This
      Note
      and the Indenture will be construed in accordance with and governed by the
      laws
      of the State of New York.

    


    No
      reference herein to the Indenture and no provision of this Note or of the
      Indenture will alter or impair the obligation of the Issuer, which is absolute
      and unconditional, to pay the principal of and interest on this Note at the
      times, place and rate, and in the coin or currency, herein
      prescribed.

    


    Certain
      amendments may be made to the Indenture without the consent of the Holder of
      this Note. This Note must be surrendered for final payment of principal and
      interest.

    


    



    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

    


    


    Social
      Security or taxpayer I.D. or other identifying number of
      assignee:____________________

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto

    


    ___________________________________________________________________

    


    ___________________________________________________________________

    (name
      and
      address of assignee)

    


    the
      within Note and all rights thereunder, and hereby irrevocably constitutes and
      appoints __________________________________________________________, attorney,
      to transfer said Note on the books kept for registration thereof, with full
      power of substitution in the premises.

    


    Dated:
      ____________________________

    


    _________________________*

    Signature
      Guaranteed:

    


    


    


    


    ----------------

    *
      NOTE:
      The signature to this assignment must correspond with the name of the registered
      owner as it appears on the face of the within Note in every particular without
      alteration, enlargement or any change whatsoever.

    


    


     

     

     

     

    
      
        
        

      

      
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      Exhibit
        B

      


      


      $2,000,000,000
        Floating Rate Class 2007-A1 Notes of March 2010

      (Legal
        Maturity Date March 2012)

      Citiseries

       

      CONFIRMATION

       

      Deal
        Reference Number M071409

      


       

      
        	
                To:

              	
                CITIBANK
                  CREDIT CARD ISSUANCE TRUST, as Issuer (the “Issuer”)
                  of the $2,000,000,000 Floating Rate Class 2007-A1 Notes of March
                  2010
                  (Legal Maturity Date March 2012) of the
                  Citiseries

              


      

       

      From: CITIBANK,
        N.A. (“Counterparty”)

       

      Date: March
        22,
        2007

       

      The
        purpose of this agreement is to set forth the terms and conditions of the
        Swap
        Transaction entered into between us on the Trade Date specified below (the
        “Swap
        Transaction”).
        This
        letter constitutes a “Confirmation” relating to an ISDA Master Agreement, as
        defined below.

       

      
        	
                1.

              	
                Confirmation.
                  This Confirmation will be governed by and subject to the terms
                  and
                  conditions which would be applicable if, prior to the Trade Date,
                  the
                  parties had executed and delivered an ISDA Master Agreement
                  (Multicurrency-Cross Border), in the form published by ISDA in
                  1992 (the
                  “Master
                  Agreement”)
                  between the Issuer and Counterparty with the Schedule attached
                  hereto
                  representing the Schedule to the Master Agreement and the modifications
                  provided below, and relating to the $2,000,000,000 Floating Rate
                  Class
                  2007-A1 Notes of March 2010 (Legal Maturity Date March 2012) of
                  the
                  Citiseries issued on the date hereof (the “Reference
                  Class 2007-A1 Notes”).
                  All provisions that would be contained or incorporated by reference
                  in the
                  Master Agreement will govern this Confirmation except as expressly
                  modified below. In the event of any inconsistency between provisions
                  in
                  the Master Agreement and provisions in this Confirmation, this
                  Confirmation will govern.

              


      

       

      The
        definitions and provisions contained in the 2000 ISDA Definitions (including
        the
        Annex thereto) and the 1998 ISDA Currency Option Definitions are incorporated
        into this Confirmation. In the event of any inconsistency between those
        definitions and provisions and this Confirmation, this Confirmation will
        govern.

       

      This
        Confirmation will be governed by and construed in accordance with the laws
        of
        the State of New York, without reference to choice of law doctrine.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          2

        

      


      Each
        party represents to the other that it has entered into this Transaction in
        reliance upon such tax, accounting, regulatory, legal and financial advice
        as it
        deems necessary and not upon any view expressed by the other.

       

      
        	
                2.

              	
                Terms.
                  The
                  terms of the particular Swap Transaction to which this Confirmation
                  relates are as follows:

              


      

      


      
        	
                Transaction
                  Type:

                 

              	
                Rate
                  Swap Transaction

              
	 
	
                Notional
                  Amount:

                 

              	
                With
                  respect to each Calculation Period, the Outstanding Dollar Principal
                  Amount of the Reference Class 2007-A1 Notes as of the first day
                  of such
                  Calculation Period (after giving effect to any distribution of
                  principal
                  in respect of the Reference Class 2007-A1 Notes on such day).


                 

              
	
                Trade
                  Date:

                 

              	
                March
                  14, 2007

                 

              
	
                Effective
                  Date:

                 

              	
                March
                  22, 2007

                 

              
	
                Termination
                  Date:

                 

              	
                The
                  earlier of (a) the Expected Principal Payment Date (as defined
                  in the
                  Terms Document) and (b) the Distribution Date on which the Outstanding
                  Dollar Principal Amount of the Reference Class 2007-A1 Notes is
                  paid in
                  full

                 

              
	
                Distribution
                  Date:   

                 

              	
                The
                  22nd day of each calendar month, or if such day is not a Business
                  Day, the
                  next following Business Day, commencing April 2007

                 

              
	
                Fixed
                  Amounts:

                 

              
	
                Fixed
                  Rate Payer:

                 

              	
                Issuer

              
	
                Fixed
                  Rate Payer Payment Date:

                 

              	
                One
                  Business Day before each Distribution Date, commencing April
                  2007

                 

              
	
                Fixed
                  Rate Payer Period End Date:

                 

              	
                The
                  22nd day of each calendar month commencing April 2007 determined
                  with no
                  adjustment

                 

              
	
                Fixed
                  Amount:

                 

              	
                For
                  the first Distribution Date, $8,068,333.33 and for all other Distribution
                  Dates, the product of:

                 

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          3

        

      


      

        


        
          	 	
                   

                   

                   

                   

                  1
                    /12

                   

                	
                  x

                	
                  4.841%
                    per annum

                	
                  x

                	
                  the
                    Notional Amount with respect to the applicable Calculation
                    Period

                
	 
	
                  Floating
                    Amounts:

                   

                	 
	
                  Floating
                    Rate Payer:

                   

                	
                  Counterparty
                    

                   

                
	
                  Floating
                    Rate Payer Payment Date:

                   

                	
                  One
                    Business Day before each Distribution Date, commencing April
                    2007

                   

                
	
                  Floating
                    Rate Payer Period End Date:

                   

                	
                  The
                    22nd day of each calendar month, commencing April 2007, and subject
                    to
                    adjustment in accordance with the Following Business Day
                    Convention

                   

                
	
                  Floating
                    Rate Option:

                   

                	
                  USD-LIBOR-BBA

                   

                
	
                  Designated
                    Maturity:

                   

                	
                  Three
                    months;
                    however, if
                    there is an
                    Event of Default or Early Redemption Event, one month

                   

                
	
                  Spread:

                   

                	
                  Minus
                    0.01%; provided,
                    however,
                    that the per annum rate (Floating Rate plus Spread) for the Initial
                    Calculation Period will be 5.34000%

                   

                
	
                  Initial
                    Calculation Period:

                   

                	
                  From
                    and including March 22, 2007 to but excluding April 22, 2007

                   

                
	
                  Floating
                    Rate Day Count Fraction:

                   

                	
                  Actual/360

                   

                
	
                  Reset
                    Dates:

                   

                	
                  Two
                    London Business Days before the Distribution Date occurring in
                    each of
                    March, June, September and December of each year

                   

                
	
                  Business
                    Days:

                   

                	
                  New
                    York and South Dakota 

                   

                
	 	 


        

        


      


      
        
          
             

            


            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            4

          

        

      



      


      3. Account
        Details.

      
        	
                Payments
                  to the Issuer:

                 

              	
                Citibank,
                  N.A., Corporate Trust

                ABA:
                  021 0000 89

                Ref:
                  CCCIT 2007-A1

                Attention:
                  John Byrnes

                A/C:
                   36114325

                 

                Or
                  to such other account as to which the Issuer gives reasonable prior
                  notice
                  from time to time

                 

              


      


      


      
        	
                Payments
                  to Counterparty:

                 

              	
                Citibank,
                  N.A., New York

                ABA: 021
                  0000 89

                A/C: 00167679

                Financial
                  Futures Reference: M071409

                 

                Or
                  to such other account as to which Counterparty gives reasonable
                  prior
                  notice from time to time

                 

              
	 


      

      


      Each
        amount payable with respect to this Swap Transaction will be paid by 12:00
        p.m.,
        New York City time, on a best efforts basis, on the relevant Scheduled Payment
        Date.

       

      4. Notices 

       

      Address
        and telephone number for notices or communications to Counterparty (for all
         purposes)
        shall be as specified in Part 4 of the Schedule to the Master
        Agreement.

       

      


       

      


       


      
        
          
            


            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      Please
        confirm that the foregoing correctly sets forth the terms of our agreement
        by
        executing the copy of this Confirmation enclosed for that purpose and returning
        it to us.

       

      Very
        truly yours,

       

      CITIBANK,
        N.A.

       

      


      By:
        /s/
        Frank A. Licciardello

      Frank
        A.
        Licciardello

      Authorized
        Signatory 

      


      


      Accepted
        and confirmed as of

      the
        date
        first above written:

       

      CITIBANK
        CREDIT CARD ISSUANCE TRUST,

      as
        issuer
        of the Floating Rate Class 2007-A1 Notes of
        March
        2010

      (Legal
        Maturity Date March 2012) of the Citiseries

       

      
        	
                By:

              	
                Citibank
                  (South Dakota), National Association, as Managing
                  Beneficiary

              


      

       

      /s/
        Douglas C. Morrison 

      Douglas
        C. Morrison

      Vice
        President

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      $2,000,000,000
        Floating Rate Class 2007-A1 Notes of March 2010

      (Legal
        Maturity Date March 2012)

      Citiseries

       

      SCHEDULE

      


      to
        the

      Master
        Agreement referred to in the

      


      CONFIRMATION
        dated as of March 22, 2007

      (Deal
        Reference Number: M071409)

      


       

      between

       

      CITIBANK
        CREDIT CARD ISSUANCE TRUST (the “Issuer”),

      as
        issuer
        of the Floating Rate Class 2007-A1 Notes of March 2010

      (Legal
        Maturity Date March 2012) of the Citiseries

      and

      CITIBANK,
        N.A. (“Counterparty”).

       

      Part
        1. Termination Provisions.

       

      
        	
                (a)

              	
                “Specified
                  Entity”
                  means in relation to the Issuer for the purpose
                  of:

              


      

       

      Section
        5(a)(v),  None

      Section
        5(a)(vi), None

      Section
        5(a)(vii), None

      Section
        5(b)(iv), None

       

      and
        in
        relation to Counterparty for the purpose of:

       

      Section
        5(a)(v), None

      Section
        5(a)(vi), None

      Section
        5(a)(vii), None

      Section
        5(b)(iv), None

       

      
        	
                (b)

              	
                “Specified
                  Transaction”
                  will have the meaning specified in Section
                  14.

              


      

       

      
        	
                (c)

              	
                “Events
                  of Default”.
                  The following Events of Default will not apply to the Issuer or
                  any Credit
                  Support Provider of the Issuer and the definition of “Event
                  of Default”
                  in Section 14 is deemed to be modified
                  accordingly:

              


      

       

      Section
        5(a)(ii), (Breach of Agreement)

      Section
        5(a)(iii), (Credit Support Default)

      Section
        5(a)(iv), (Misrepresentation)

      Section
        5(a)(v), (Default under Specified Transaction)

      Section
        5(a)(vi), (Cross Default)

      Section
        5(a)(vii), (Bankruptcy)

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      
        	
                (d)

              	
                “Termination
                  Events”.
                  The following Termination Events, to the extent Counterparty would
                  have
                  been the Affected Party or the Burdened Party, as the case may
                  be, will
                  not apply and the definition of “Termination
                  Event”
                  in Section 14 is deemed to be modified
                  accordingly:

              


      

       

      Section
        5(b)(ii), (Tax Event)

      Section
        5(b)(iii), (Tax Event Upon Merger)

      Section
        5(b)(iv), (Credit Event Upon Merger)

       

      
        	
                (e)

              	
                The
                  “Automatic
                  Early Termination”
                  provision of Section 6(a) will not apply to the Issuer or
                  Counterparty.

              


      

       

      
        	
                (f)

              	
                Payments
                  on Early Termination, Unpaid Amounts
                  Notwithstanding any provision to the contrary in this Agreement,
                  upon the
                  occurrence of an Early Termination Date in respect of one or more
                  outstanding Transactions, the provisions of Sections 6(d)(i) (to
                  the
                  extent they relate to obtaining Market Quotations) and 6(e)(i),
                  (ii) and
                  (iv) will not apply, but Unpaid Amounts will still be
                  owed.

              


      

       

      Part
        2. Tax Representations.

       

      
        	
                (a)

              	
                Payer
                  Representations.
                  For the purpose of Section 3(e), each of the Issuer and Counterparty
                  represents that it is not required by any applicable law, as modified
                  by
                  the practice of any relevant governmental revenue authority, of
                  any
                  Relevant Jurisdiction to make any deduction or withholding for
                  or on
                  account of any Tax from any payment (other than interest under
                  Section
                  2(e), 6(d)(ii) or 6(e)) to be made by it to the other party under
                  this
                  Agreement. In making this representation, it may rely on (i) the
                  accuracy
                  of any representation made by the other party pursuant to Section
                  3(f),
                  (ii) the satisfaction of the agreement contained in Section 4(a)(i)
                  or
                  4(a)(iii) and the accuracy and effectiveness of any document provided
                  by
                  the other party pursuant to Section 4(a)(i) or 4(a)(iii) and (iii)
                  the
                  satisfaction of the agreement of the other party contained in Section
                  4(d), provided,
                  however,
                  that it will not be a breach of this representation where reliance
                  is
                  placed on clause (ii) and the other party does not deliver a form
                  or
                  document under Section 4(a)(iii) by reason of material prejudice
                  to its
                  legal or commercial position.

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                (b)

              	
                Payee
                  Representations.

              


      

       

      
        	 	
                (i)

              	
                Issuer
                  Representation.
                  For the purpose of Section 3(f), the Issuer makes no
                  representations.

              


      

       

      
        	 	
                (ii)

              	
                Counterparty
                  Representation.
                  For the purpose of Section 3(f), Counterparty makes no
                  representations.

              


      

       

      Part
        3. Agreement to Deliver Documents.

       

      For
        the
        purpose of Sections 4(a)(i) and (ii):

       

      
        	
                (a)

              	
                Tax
                  forms, documents or certificates to be delivered
                  are:

              


      

       

      Each
        party agrees to complete, accurately and in a manner reasonably satisfactory
        to
        the other party, and to execute, arrange for any required certification of,
        and
        deliver to the other party (or to such government or taxing authority as
        the
        other party reasonably directs), any form or document that may be required
        or
        reasonably requested in order to allow the other party to make a payment
        under
        this Agreement without any deduction or withholding for or on account of
        any Tax
        or with such deduction or withholding at a reduced rate, promptly upon
        reasonable demand by the other party.

       

      
        	
                (b)

              	
                Other
                  documents to be delivered are:

              


      

       

      


      
        	
                Party
                  Required to Deliver Document

                 

              	 	
                Form/Document/Certificate

                 

              	 	
                Date
                  by Which

                to
                  Be Delivered

                 

              	 	
                Covered
                  by

                Section
                  3(d)

                Representation

                 

              
	
                Issuer
                  and Counterparty.

                 

              	 	
                Copies
                  of all documents evidencing necessary corporate and other authorizations
                  and approvals with respect to the execution, delivery and performance
                  by
                  the party of this Agreement, each Confirmation and any applicable
                  Credit
                  Support Document.

                 

              	 	
                Upon
                  execution of this Agreement.

                 

              	 	
                Yes.

                 

              
	
                Issuer
                  and Counterparty.

                 

              	 	
                A
                  certificate of an authorized officer of the party certifying the
                  names,
                  true signatures and authority of the officers of the party signing
                  this
                  Agreement and any applicable Credit Support Document.

                 

              	 	
                Upon
                  execution of this Agreement.

                 

              	 	
                Yes.

                 

              
	
                Issuer.

                 

              	 	
                Copies
                  of Pooling and Servicing Agreement, Series 2000 Supplement, closing
                  documents delivered in connection with the issuance of the Collateral
                  Certificate, Indenture, Terms Document and closing documents delivered
                  in
                  connection with the Class 2007-A1 Notes, to the extent not previously
                  delivered to Counterparty.

                 

              	 	
                As
                  promptly as practicable after the Trade Date. 

                 

              	 	
                No.

                 

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      Part
        4. Miscellaneous.

       

      
        	
                (a)

              	
                Addresses
                  for Notices.
                  For the purpose of Section 12(a):

              


      

       

      Address
        for notices or communications to the Issuer:

       

      Address: Citibank
        Credit Card Issuance Trust

      c/o
        Citibank (South Dakota), National Association, as Managing
        Beneficiary

      701
        East
        60th Street, North

      Mail
        Code
        1251

      Sioux
        Falls, South Dakota 57117

      Attention:
         General
        Counsel

      
        	 	
                Fax:

              	 	
                605-330-6745

              


      

      Telephone:
         605-331-1567

       

      Address
        for notices or communications to Counterparty (for all purposes):

       

      Linda
        Cook

      Telephone:
        (212) 675 - 1627

      Citibank,
        N.A. New York

      111
        Wall
        Street

      4th
        Floor

      New
        York,
        New York 10005

      


       

        In
        addition, in the case of notices or communications relating to

        Section
        5, 6, 11 or 13 of this Agreement, a copy of any such notice or

        communication
        shall be addressed to the attention of Counterparty’s legal

        department
        as follows:

       

        Address: Capital
        Markets Legal Department

      250
        West
        Street, 10th Floor,

      New
        York,
        New York 10013

      Attention:
         Derivative
        Department Head

       

      
        	
                (b)

              	
                Process
                  Agent.
                  For the purpose of Section 13(c), the Issuer appoints Citigroup
                  Inc. as
                  its Process Agent.

              


      

       

      
        	
                (c)

              	
                Offices.
                  The provisions of Section 10(a) will apply to the Issuer and
                  Counterparty.

              


      

       

      
        	
                (d)

              	
                Multibranch
                  Party.
                  For the purpose of Section 10(c), the Issuer is not a Multibranch
                  Party,
                  and Counterparty is not a Multibranch
                  Party.

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                (e)

              	
                Calculation
                  Agent.
                  The Issuer will be the Calculation Agent (it being understood that
                  the
                  Issuer has appointed Citibank (South Dakota), National Association,
                  to
                  perform the duties of Calculation Agent hereunder). All calculations
                  by
                  the Calculation Agent will be made in good faith and through the
                  exercise
                  of the Calculation Agent’s commercially reasonable judgment. All such
                  calculations will be final and binding on Counterparty absent manifest
                  error.

              


      

       

      
        	
                (f)

              	
                Credit
                  Support Document and Credit Support Provider.
                  None.

              


      

       

      
        	
                (g)

              	
                Governing
                  Law.
                  This Agreement will be governed by and construed in accordance
                  with the
                  internal laws of the State of New York without reference to its
                  choice of
                  law doctrine.

              


      

       

      
        	
                (h)

              	
                “Affiliate”
                  will have the meaning specified in Section
                  14.

              


      

       

      Part
        5. Other
        Provisions.

       

      
        	
                (a)

              	
                Tax
                  Treatment.
                  For purposes of Federal income taxes, the parties agree (to the
                  extent
                  permitted by applicable law) to treat this Agreement as being entered
                  into
                  between Counterparty, on the one hand, and Citibank (South Dakota),
                  National Association on the other hand; provided
                  that Counterparty’s compliance with the terms of this Agreement and any
                  Confirmation shall not be deemed to violate this
                  provision.

              


      

       

      
        	
                (b)

              	
                Definitions.
                  The applicability of the 2000 ISDA Definitions (including the Annex
                  thereto) and the 1998 ISDA FX and Currency Option Definitions to
                  any
                  Transaction will be specified in the Confirmation for such
                  Transaction.

              


      

       

      
        	
                (c)

              	
                Waiver
                  of Jury Trial.
                  The following paragraph will be added to this Agreement as a new
                  Section
                  15:

              


      

       

      “15.
        Jury
        Trial.
        Each
        party hereby waives its respective right to jury trial with respect to any
        litigation arising under, or in connection with, this Agreement or any
        Transaction.”

       

      
        	
                (d)

              	
                Waiver
                  of Setoff.
                  Notwithstanding any provision of this Agreement or any other existing
                  or
                  future agreement, each of the Issuer and Counterparty irrevocably
                  waives
                  any and all rights it may have to set off, net, recoup or otherwise
                  withhold or suspend or condition payment or performance of any
                  obligation
                  between the Issuer and Counterparty hereunder against any obligations
                  between the Issuer and Counterparty under any other agreements
                  or
                  otherwise; provided,
                  however,
                  that nothing herein will affect the netting provisions of
                  Section 2(c).

              


      

       

      
        	
                (e)

              	
                Consent
                  to Recording.
                  Each party consents to the monitoring or recording, at any time
                  and from
                  time to time, by the other party of any and all communications
                  between
                  officers or employees of the parties, waives any further notice
                  of such
                  monitoring or recording and agrees to notify its officers and employees
                  of
                  such monitoring or recording.

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                (f)

              	
                No
                  Personal Liability.
                  The obligations of the Issuer under this Agreement are not personal
                  obligations of the Issuer Trustee or the Beneficiaries and, consequently,
                  neither the Issuer Trustee nor the Beneficiaries will have any
                  personal
                  liability for any amounts required to be paid by the Issuer under
                  this
                  Agreement.

              


      

       

      
        	
                (g)

              	
                No
                  Petition.
                  Counterparty hereby agrees that it will not, prior to the date
                  which is
                  one year and one day after the date on which all notes or securities
                  issued by the Issuer have been paid in full, acquiesce, petition
                  or
                  otherwise invoke or cause the Issuer to invoke the process of any
                  governmental authority for the purpose of commencing or sustaining
                  a case
                  against the Issuer under any United States Federal or state bankruptcy,
                  insolvency or similar law or appointing a receiver, liquidator,
                  assignee,
                  trustee, custodian, sequestrator or other similar official of the
                  Issuer
                  or any substantial part of its property or ordering the winding-up
                  or
                  liquidation of the Issuer.

              


      

       

      
        	
                (h)

              	
                Amendment.
                  No
                  amendment, modification or waiver in respect of this Agreement
                  will be
                  effective unless (a) it is made in accordance with Section 9(b)
                  and (b)
                  each Rating Agency will have notified Counterparty and the Issuer
                  that
                  such amendment, modification or waiver will not result in a reduction
                  or
                  withdrawal of the rating of the obligations represented by any
                  Notes.

              


      

       

      
        	
                (i)

              	
                Capitalized
                  Terms.
                  Capitalized terms not otherwise defined herein will, where used
                  herein or
                  in any Confirmation, have the meanings assigned to them in the
                  Indenture
                  and the Terms Document.

              


      

       

      
        	
                (j)

              	
                Third-Party
                  Beneficiary and Secured Party.
                  Counterparty is a third-party beneficiary of the Indenture and
                  the Terms
                  Document as a “Derivative Counterparty”. Counterparty is a Secured Party
                  that is entitled to the benefit of the Collateral, subject to the
                  terms of
                  the Indenture.

              


      

       

      
        	
                (k)

              	
                Reports.
                  The Issuer will deliver to Counterparty a copy of each report or
                  notice
                  that it delivers to the holders of the Class 2007-A1 Notes substantially
                  concurrently with the delivery of such report or notice to such
                  holders.

              


      

       

      
        	
                (l)
                  

              	
                Consent
                  to Amendment of the Program Documents.
                  Before the Issuer makes any amendment or supplement to the Indenture
                  or
                  the Terms Document, or consents to any amendment or supplement
                  to the
                  Pooling and Servicing Agreement or the Series 2000 Supplement that
                  requires its consent, if such amendment or supplement
                  would:

              


      

       

      (i)
        adversely affect in any material respect any of Counterparty’s rights or
        obligations under this Agreement or the Transaction, or

       

      (ii)
        modify the obligations of the Issuer, which modification would impair in
        any
        material respect the ability of the Issuer to perform any of its obligations
        under this Agreement or the Transaction,

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      the
        Issuer shall provide Counterparty with a copy of the proposed amendment or
        supplement and shall obtain the consent of Counterparty to such amendment
        or
        supplement prior to its adoption, which consent shall not be unreasonably
        delayed or withheld; provided,
        however,
        that
        nothing in this section shall require the consent of Counterparty to the
        following actions:

       

      (a)
        the
        issuance of Notes of a new series, class or tranche, or the issuance of
        additional Notes of any outstanding series, class or tranche;

       

      (b)
        any
        amendment or supplement that affects only Notes of a tranche other than the
        Class 2007-A1 Notes;

       

      (c)
        any
        amendment or supplement to evidence the succession of another entity to the
        Issuer, and the assumption by any such successor of the covenants of the
        Issuer
        herein and therein and in the Notes; and

       

      (d)
        any
        amendment or supplement to cure any ambiguity, or to correct or supplement
        any
        provision therein which may be inconsistent with any other provision
        therein.

       

      
        	
                (m)

              	
                Transfer.
                  Section 7 is hereby amended to read in its entirety as
                  follows:

              


      

       

      
        	 	
                (i)
                  

              	
                a
                  party may make such a transfer of this Agreement pursuant to a
                  consolidation or amalgamation with, or merger with or into, or
                  transfer of
                  substantially all of its assets to, another entity, or an incorporation,
                  reincorporation or reconstitution (but without prejudice to any
                  other
                  right or remedy under this Agreement);
                  and

              


      

       

      
        	 	
                (ii)

              	
                in
                  addition to clause (i) above, Counterparty may transfer this Agreement
                  to
                  any other of Counterparty’s offices, branches or affiliates (“Transferee”);
                  provided,
                  however,
                  that, (i) as of the date of such transfer neither the Transferee
                  nor
                  Issuer will be required to withhold or deduct on account of Tax
                  from any
                  payments under this Agreement; (ii) a Termination Event or Event
                  of
                  Default does not occur under this Agreement as a result of such
                  transfer;
                  (iii) Counterparty (at its expense) will have delivered to the
                  Issuer, the
                  Trustee and the Rating Agencies a Master Trust Tax Opinion and
                  an Issuer
                  Tax Opinion with respect to such transfer, (iv) such Transferee has a
                  rating of at least “AA” from at least one nationally recognized rating
                  agency, (v) the Issuer has received written confirmation from the
                  applicable Rating Agencies that such transfer will not have a Ratings
                  Effect on any Outstanding Notes, and (vi) the Transferee executes an
                  Assumption Agreement and such other documentation as shall be required
                  by
                  Counterparty.

              


      

       

      
        	
                (n)
                  

              	
                Relationship
                  Between Parties.
                  Each party will be deemed to represent to the other party on the
                  date on
                  which it entered into a Transaction
                  that:

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	 	
                (i)

              	
                Non-Reliance.
                  It is acting for its own account, and it made its own independent
                  decisions to enter into that Transaction and as to whether that
                  Transaction is appropriate or proper for it based upon its own
                  judgment
                  and upon advice from such advisers as it has deemed necessary.
                  It is not
                  relying on any communication (written or oral) of the other party
                  as
                  investment advice or as a recommendation to enter into that Transaction;
                  it being understood that information and explanations related to
                  the terms
                  and conditions of a Transaction shall not be considered investment
                  advice
                  or a recommendation to enter into that Transaction. No communication
                  (written or oral) received from the other party shall be deemed
                  to be an
                  assurance or guarantee as to the expected results of that
                  Transaction.

              


      

       

      
        	 	
                (ii)

              	
                Assessment
                  and Understanding.
                  It is capable of assessing the merits of and understanding (on
                  its own
                  behalf or through independent professional advice), and understands
                  and
                  accepts, the terms, conditions and risks of that Transaction. It
                  is also
                  capable of assuming, and assumes, the risks of that
                  Transaction.

              


      

       

      
        	 	
                (iii)

              	
                Status
                  of Parties.
                  The other party is not acting as a fiduciary for or an adviser
                  to it in
                  respect of that Transaction.

              


      

       

      
        	
                (o)

              	
                Eligible
                  Contract Participant.
                  Each party hereto represents to the other party on and as of the
                  date
                  hereof and on each date on which a Transaction is entered into
                  between
                  them, that: (a) it is an “eligible contract participant” within the
                  meaning of Section 1a(12) of the Commodity Exchange Act, as amended;
                  (b)
                  this Agreement and each Transaction is subject to individual negotiation
                  by each party hereto; and (c) neither this Agreement nor any Transaction
                  will be executed or traded on a “trading facility” within the meaning of
                  Section 1a(33) of the Commodity Exchange Act, as
                  amended.

              


      

       

      
        	
                (p)

              	
                Severability.
                  In the event that any one or more of the provisions contained in
                  this
                  Agreement should be held invalid, illegal, or unenforceable in
                  any
                  jurisdiction, the validity, legality and enforceability of the
                  remaining
                  provisions contained herein shall not in any way be affected or
                  impaired
                  thereby. The parties shall endeavor, in good faith negotiations,
                  to
                  replace such invalid, illegal or unenforceable provisions with
                  valid
                  provisions, the economic effect of which comes as close as possible
                  to
                  that of such invalid, illegal or unenforceable
                  provisions.