Exhibit
      4.1

    

      CITIBANK
        CREDIT CARD ISSUANCE TRUST

      


      Citiseries

      Class
        2006-C4 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:
        $500,000,000 Floating Rate Class 2006-C4 Notes of January 2010 (Legal Maturity
        Date January 2012) (hereinafter, the "Class 2006-C4 Notes")

      


      Currency:
        The
        Class 2006-C4 Notes will be payable, and denominated, in Dollars. 

      


      Denominations:
        The
        Class 2006-C4 Notes will be issuable in minimum denominations of $100,000
        and
        multiples of $1,000 in excess of that amount.

      


      Issuance
        Date:
        December 21, 2006

      


      Initial
        Principal Amount:
        $500,000,000

      


      Issue
        Price:
        100%


      


      Interest
        Rate:
        The
        Class 2006-C4 Notes will accrue interest with respect to any interest period
        at
        a per annum rate equal to the Class 2006-C4 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 2006-C4 Note Rate" means,
        with
        respect to the first interest period, 5.57000%
        per
        annum
        and, with respect to each interest period thereafter, a
        per
        annum rate equal to LIBOR for such interest period plus 0.22%.

      


      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
        one month.

      


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

      


      Scheduled
        Interest Payment Dates:
        The
        7th
        day of
        each month, beginning February 2007.

      


      Each
        payment of interest on the Class 2006-C4 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:
        January
        7, 2010

      


      Legal
        Maturity Date:
        January
        9, 2012

      


      Monthly
        Principal Date: For
        the
        month in which the Expected Principal Payment Date occurs, January 7, 2010,
        and
        for each other month, the 7th
        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:
        Not
        applicable.

      


      Required
        Subordinated Amount of Class C Notes:
        Not
        applicable.

      


      Controlled
        Accumulation Amount:
        Not
        applicable.

      



      
        
           

          


          


          


          2

        

        
          
          

          
            

          

        

        
          
          

        

      


      Form
        of Notes:
        The
        Class 2006-C4 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 2006-C4 Notes:
        The
        Issuer may at any time and from time to time issue additional Class 2006-C4
        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 2006-C4 Notes
        as
        a result of the issuance of such additional Class 2006-C4 Notes;

      


      (b)
        as of
        the date of issuance of the additional Class 2006-C4 Notes, all amounts due
        and
        owing to the Holders of the then outstanding Class 2006-C4 Notes have been
        paid
        and there is no Nominal Liquidation Amount Deficit with respect to the then
        outstanding Class 2006-C4 Notes;

      


      (c)
        the
        additional Class 2006-C4 Notes will be fungible with the original Class 2006-C4
        Notes for federal income tax purposes; and

      


      (d)
        if
        Holders of the then outstanding Class 2006-C4 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 2006-C4 Notes.

      


      As
        of the
        date of issuance of additional Class 2006-C4 Notes, the Outstanding Dollar
        Principal Amount and Nominal Liquidation Amount of the Class 2006-C4 Notes
        will
        be increased to reflect the Initial Dollar Principal Amount of the additional
        Class 2006-C4 Notes. 

      


      Any
        outstanding Class 2006-C4 Notes and any additional Class 2006-C4 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

      


      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 2006-C4 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 2006-C4 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 2006-C4 Notes as provided
        in
        Section 507(c).

      



      
        
           

          


          


          


          3

        

        
          
          

          
            

          

        

        
          
          

        

      


      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 2006-C4 Notes will be made on the Business Day
        preceding the 7th
        calendar
        day of each month, beginning January 2007. The deposit targeted to be made
        to
        the Interest Funding sub-Account for the Class 2006-C4 Notes on January 5,
        2007
        will be $1,219,218.75 and the deposit targeted to be made to the Interest
        Funding sub-Account for the Class 2006-C4 Notes on February 6, 2007 will
        be
        $2,079,843.75. 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 2006-C4 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 2006-C4 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 2006-C4 Notes on the Irish Stock
        Exchange.

      


      Class
        C Reserve Account - Targeted Deposits:

      


      For
        any
        Due Period, the targeted deposit to the Class C Reserve sub-Account for the
        Class 2006-C4 Notes pursuant to Sections 501(d) and 518(a) will be determined
        with reference to the table below. The left column of the table sets forth
        the
        level of Surplus Finance Charge Collections, expressed as a percentage of
        Principal Receivables in the Master Trust
        allocable to the Collateral Certificate.
        The
        right column sets forth the percentage of the aggregate Outstanding Dollar
        Principal Amount of Notes of the Citiseries that, when multiplied by the
        ratio
        which the Nominal Liquidation Amount of the Class 2006-C4 Notes bears to
        the
        aggregate Nominal Liquidation Amount of all Class C Notes of the Citiseries,
        will be required to be deposited in the Class C Reserve
        sub-Account.

      


      Percentage
        of Surplus Finance Charge  Percentage
        of aggregate 

      Collections,
        averaged over the   Outstanding
        Dollar Principal Amount

      three
        most recent Due Periods   of
        Notes of the Citiseries

      


      Greater
        than 4.50%     
        0%

      Between
        4.50% and 4.01%    1.00%

      Between
        4.00% and 3.51%    1.50%

      Between
        3.50% and 2.51%    2.50%

      Between
        2.50% and 1.51%    4.00%

      Between
        1.50% and 0.01%    6.00%

      0.00%
        or
        less         7.00%

      



      
        
           

          


          


          


          4

        

        
          
          

          
            

          

        

        
          
          

        

      


      On
        each
        Monthly Interest Date, the targeted deposit to the Class C Reserve sub-Account
        for the Class 2006-C4 Notes will equal the Dollar amount, if any, determined
        with reference to the table above minus
        (x) any
        amount then on deposit in such Class C Reserve sub-Account (after giving
        effect
        to any distributions in respect of the Class 2006-C4 Notes to be made from
        that
        sub-Account on that date) and (y) the aggregate amount of distributions in
        respect of the Class 2006-C4 Notes made from that sub-Account since the Issuance
        Date.

      


      If
        an
        Early Redemption Event or Event of Default occurs with respect to the Class
        2006-C4 Notes, the targeted deposit to the Class C Reserve sub-Account for
        each
        Monthly Interest Date occurring thereafter will be an amount equal to the
        product of (a) the greater of (i) 7.00% of the aggregate Outstanding Dollar
        Principal Amount of all Notes of the Citiseries and (ii) $4,500,000 and (b)
        the
        ratio which the Nominal Liquidation Amount of the Class 2006-C4 Notes bears
        to
        the aggregate Nominal Liquidation Amount of all Class C Notes of the Citiseries,
        minus
        (x) any
        amount then on deposit in such Class C Reserve sub-Account (after giving
        effect
        to any distributions in respect of the Class 2006-C4 Notes to be made from
        that
        sub-Account on that date) and (y) the aggregate amount of distributions in
        respect of the Class 2006-C4 Notes made from that sub-Account since the Issuance
        Date.

      


      If
        for
        any Monthly Interest Date the targeted deposit to the Class C Reserve
        sub-Account for the Class 2006-C4 Notes is a negative amount no deposit will
        be
        made to such sub-Account, and a withdrawal from the Class C Reserve sub-Account
        will be made in accordance with Section 519 in an amount equal to the lesser
        of
        the absolute value of such negative amount and the amount then on deposit
        in
        such sub-Account.

      



      
        
           

          


          


          


          5

        

        
          
          

          
            

          

        

        
          
          

        

      


      The
        Class
        2006-C4 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:
        December 21, 2006

      



      
        
           

          


          


          


          6

        

        
          
          

          
            

          

        

        
          
          

        

      


      Citiseries

       

      Class
        2006-C4 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: 0.25%

      


      Proceeds
        to Issuer: 99.75%

      


      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:
        December 21, 2006

      



      
        
          
            


            


            


          

          7

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      Exhibit
        A

      


      FORM
        OF

      


      CITISERIES

      


      FLOATING
        RATE CLASS 2006-C4 NOTES OF JANUARY 2010

      (Legal
        Maturity Date January 2012)

      


      


      
        	
                $500,000,000

              	 	
                REGISTERED

              
	
                CUSIP
                  No. 17305E DN 2

              	 	
                No.
                  R-1

              


      

      


      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 2006-C4 NOTES OF JANUARY 2010

      (Legal
        Maturity Date January 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 FIVE HUNDRED MILLION DOLLARS ($500,000,000). The Expected
        Principal Payment Date for this Note is January 7, 2010. The Legal Maturity
        Date
        for this Note is January 9, 2012.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      The
        Issuer hereby promises to pay interest on this Note on the 7th
        day of
        each month, beginning February 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 2006-C4 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 2006-C4 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 2006-C4 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 2006-C4 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 


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      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:
        December 21, 2006

      


      


      


      


      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

              
	 	 
	 	 
	 	
                By:
                  _________________________________

              
	 	
                Authorized
                  Signatory

              


      

      


      


      Dated:
        December 21, 2006

      


      


      


      



      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      REVERSE
        OF NOTE

      


      This
        Note
        is one of a duly authorized issue of Notes of the Issuer, designated as its
        Citiseries Floating Rate Class 2006-C4 Notes of January 2010 (Legal Maturity
        Date January 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 C Notes of the same series, and this
        Note
        is subordinated to all Class A Notes and Class B Notes of the same series,
        as
        set forth in the Indenture. This Note is secured to the extent, and by the
        collateral, described in the Indenture.

      


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

      


      Each
        Holder by acceptance of this Note, and each owner of a beneficial interest
        in
        this Note by acceptance of a beneficial interest in this Note, agrees that
        no
        recourse may be taken, directly or indirectly, with respect to the obligations
        of the Issuer or the Trustee on the Notes, against the Issuer, the Issuer
        Trustee, Citibank (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.

      


       

       

      5


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    Exhibit
      B

    
 

    $500,000,000
      Floating Rate Class 2006-C4 Notes of January 2010

    (Legal
      Maturity Date January 2012)

    Citiseries

     

    CONFIRMATION

     

    Deal
      Reference Number M066766

    


    
      	
              To:

            	
              CITIBANK
                CREDIT CARD ISSUANCE TRUST, as Issuer (the “Issuer”)
                of the $500,000,000 Floating Rate Class 2006-C4 Notes of January
                2010
                (Legal Maturity Date January 2012) of the
                Citiseries

            


    

     

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

     

    Date: December 21,
      2006

     

    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 above-referenced notes (the
                “Class
                2006-C4 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.

     

    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 Class 2006-C4 Notes as of the first day of such Calculation
                Period (after giving effect to any distribution of principal to Class
                2006-C4 Noteholders on such day); provided,
                however,
                if additional Notes of Class 2006-C4 are issued, the amount of the
                Outstanding Dollar Principal Amount used to compute the Notional
                Amount
                will be adjusted proportionately to reflect the Outstanding Dollar
                Principal Amount of such additional Notes. Without limiting the foregoing,
                the Notional Amount of this Swap Transaction will not at any time
                be
                greater than the Outstanding Dollar Principal Amount of the Class
                2006-C4
                Notes on the date of this Confirmation.

               

            
	
              Trade
                Date:

               

            	
              December 14,
                2006

               

            
	
              Effective
                Date:

               

            	
              December
                21, 2006

               

            
	
              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 Class 2006-C4 Notes is paid in
                full.

               

            
	
              Distribution
                Date:   

               

            	
              The
                7th day of each calendar month, or if such day is not a Business
                Day, the
                next following Business Day, commencing February 2007.

               

            
	
              Fixed
                Amounts:

               

            
	
              Fixed
                Rate Payer:

               

            	
              Issuer

            
	
              Fixed
                Rate Payer Payment Date:

               

            	
              One
                Business Day before each Distribution Date, commencing February
                2007

               

            


    

     

    
      
        2

      

      
        
        

        
          
            

          

           

        

      

      
        
        

      

    

    
      	
              Fixed
                Rate Payer Period End Date:

               

            	
              The
                7th day of each calendar month commencing February 2007 determined
                with no
                adjustment

               

            
	
              Fixed
                Amount:

               

            	
              For
                the first Distribution Date, $3,299,062.50 and for all other Distribution
                Dates, the product of:

               

            
	 	
               

               

               

               

              1
                /12

               

            	
              x

            	
              5.16375%
                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 February
                2007

               

            
	
              Floating
                Rate Payer Period End Date:

               

            	
              The
                7th day of each calendar month, commencing February 2007, and subject
                to
                adjustment in accordance with the Following Business Day
                Convention

               

            
	
              Floating
                Rate Option:

               

            	
              USD-LIBOR-BBA

               

            
	
              Designated
                Maturity:

               

            	
              One
                month

               

            
	
              Spread:

               

            	
              Plus
                0.22%; provided,
                however,
                that the per annum rate (Floating Rate plus Spread) for the Initial
                Calculation Period will be 5.57% (which is an interpolated rate between
                one-month and two-month LIBOR of 5.35% plus a spread of
                0.22%)

               

            
	
              Initial
                Calculation Period:

               

            	
              From
                and including December 21, 2006 to but excluding February 7,
                2007

               

            
	
              Floating
                Rate Day Count Fraction:

               

            	
              Actual/360

               

            
	
              Reset
                Dates:

               

            	
              Two
                London Business Days before each Distribution Date

               

            
	
              Business
                Days:

               

            	
              New
                York and South Dakota 

               

            
	 	 
	 	 


    

    



    
      
        
           

          


        

        3

      

      
        
        

        
          

        

      

      
        
        

        
           

        

      

    



    


    3. Account
      Details.

    
      	
              Payments
                to the Issuer:

               

            	
              Citibank,
                N.A., Corporate Trust

              ABA:
                021 0000 89

              Ref:
                CCCIT 2006-C4

              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: M066766

               

              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.

     

    


     

    


     


    
      
        
          


          


        

        
          4

        

      

      
        
        

        
          

        

      

      
        
        

        
           

          


        

      

    



    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 2006-C4 Notes

    of
      January 2010 (Legal Maturity Date January 2012)

    of
      the
      Citiseries

     

    
      	
              By:

            	
              Citibank
                (South Dakota), National Association,

              as
                Managing Beneficiary

            


    

     

            /s/  
      Douglas C. Morrison 

            Douglas
      C.
      Morrison

            Vice
      President

     

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     


    $500,000,000
      Floating Rate Class 2006-C4 Notes of January 2010

    (Legal
      Maturity Date January 2012)

    Citiseries

     

    SCHEDULE

     

    


    to
      the

    Master
      Agreement referred to in the

    


    CONFIRMATION
      dated as of December 21, 2006

    (Deal
      Reference Number: M066766)

     

    between

     

    CITIBANK
      CREDIT CARD ISSUANCE TRUST (the “Issuer”),
      as
      issuer of the Floating Rate Class 2006-C4 Notes of January 2010 (Legal Maturity
      Date January 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.

            


    

     


    
      
        


        


         

        2

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              (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 2006-C4 Notes, to the extent not previously
                delivered to Counterparty.

               

            	 	
              As
                promptly as practicable after the Trade Date. 

               

            	 	
              No.

               

            


    

    


    
      
        
        

      

      
        3

        
          
            

          

           

        

      

      
        
        

      

    

    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.

            


    

     

    
      
        
        

      

      
        4

        
          
            

          

           

        

      

      
        
        

      

    

    
      	
              (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.

            


    

     

    
      
        
        

      

      
        5

        
          
            

          

           

        

      

      
        
        

      

    

    
      	
              (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 2006-C4 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;

     

    
      
        
        

      

      
        6

        
          
            

          

           

        

      

      
        
        

      

    

    (b)
      any
      amendment or supplement that affects only Notes of a tranche other than the
      Class 2006-C4 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.

            


    

     

    
      
        
        

      

      
        7

        
          
            

          

           

        

      

      
        
        

      

    

    
      	 	
              (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.

            


    

    
 

     

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