Attached files
Exhibit
34.1
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[KPMG
LLP Letterhead]
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Report of Independent
Registered Public Accounting
Firm
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The
Board of Directors
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Citibank
(South Dakota), National
Association:
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We have
examined management’s assessment, included in the accompanying Report on
Assessment of Compliance with Applicable Servicing Criteria, that Citibank
(South Dakota), National Association (the “Company”) complied with the servicing
criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s
Regulation AB for all asset-backed securities transactions conducted by Citibank
Credit Card Issuance Trust that were registered with the Securities and Exchange
Commission pursuant to the Securities Act of 1933 where the related asset-backed
securities were outstanding during the year ending December 31, 2009 (the
Platform), except for servicing criteria 1122 (d)(1)(iii), 1122 (d)(2)(iii),
1122 (d)(2)(vi), 1122 (d)(4)(x), 1122 (d)(4)(xi), 1122
(d)(4)(xii), and 1122 (d)(4)(xiii), which the Company has determined
are not applicable to the activities it performs with respect to the Platform,
as of and for the year ended December 31, 2009. Appendix 2 to the
Report on Assessment of Compliance with Applicable Servicing Criteria identifies
the individual asset-backed transactions and securities defined by management as
constituting the Platform. Management
is responsible for the Company’s compliance with those servicing criteria. Our
responsibility is to express an opinion on management’s assessment about the
Company’s compliance based on our examination.
Our
examination was conducted in accordance with the standards of the Public Company
Accounting Oversight Board (United States) and, accordingly,
included examining, on a test basis, evidence about the Company’s compliance
with the servicing criteria specified above and performing such other procedures
as we considered necessary in the circumstances. Our examination
included testing selected asset-backed transactions and securities that comprise
the Platform, testing selected servicing activities related to the Platform, and
determining whether the Company processed those selected transactions and
performed those selected activities in compliance with the servicing
criteria. Furthermore, our procedures were limited to the selected
transactions and servicing activities performed by the Company during the period
covered by this report. Our procedures were not designed to determine
whether errors may have occurred either prior to or subsequent to our tests that
may have affected the balances or amounts calculated or reported by the Company
during the period covered by this report for the selected transactions or any
other transactions. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal
determination on the Company’s compliance with the servicing
criteria.
As
described in management’s assertion included in the accompanying Report on
Assessment of Compliance with Applicable Servicing Criteria, for servicing
criteria 1122 (d)(2)(ii), 1122 (d)(3)(ii), 1122(d)(3)(iii), and 1122(d)(3)(iv),
a vendor has participated in the activities required by these servicing
criteria. The Company has determined that this vendor is not considered a
“servicer” as defined in Item 1101(j) of Regulation AB, and the Company has
elected to take responsibility for assessing compliance with the servicing
criteria applicable to the vendor as permitted by Interpretation 17.06 of the
SEC Division of Corporation Finance Manual of Publicly Available Telephone
Interpretations (“Interpretation 17.06”). As permitted by Interpretation
17.06, the Company has asserted that it has policies and procedures in place
designed to provide reasonable assurance that the vendor’s activities comply in
all material respects with the servicing criteria applicable to the
vendor. The Company is solely responsible for
determining that it meets the SEC requirements to apply Interpretation 17.06 for
the vendor and related criteria as described in its assertion, and we performed
no procedures with respect to the Company’s eligibility to apply Interpretation
17.06.
In our
opinion, management’s assessment that the Company complied with the
aforementioned servicing criteria, including servicing criteria 1122 (d)(2)(ii),
1122 (d)(3)(ii), 1122(d)(3)(iii), and 1122(d)(3)(iv) for which compliance
is partly determined based on Interpretation 17.06 as described above, as
of and for the year ended December 31, 2009 is fairly stated, in all material
respects.
/s/ KPMG
LLP
New York,
New York
March 25,
2010
2
Citibank
(South Dakota), National Association
Report on
Assessment of
Compliance
with Applicable Servicing Criteria
1.
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Citibank
(South Dakota), National Association (the "Asserting Party") is
responsible for assessing compliance as of and for the 12-month period
ending December 31, 2009 (the "Reporting Period"), with the servicing
criteria applicable to it under paragraph (d) of Item 1122 of Regulation
AB, as set forth in Appendix 1 hereto (such servicing criteria, excluding
the criteria listed in the column titled "Inapplicable Servicing Criteria"
on Appendix 1 hereto, the "Applicable Servicing Criteria") in connection
with the servicing activities it performs with respect to the transactions
covered by this report. The transactions covered by this report include
all asset-backed securities transactions conducted by Citibank Credit Card
Issuance Trust ("CCCIT") that were registered with the Securities and
Exchange Commission pursuant to the Securities Act of 1933 where the
related asset-backed securities were outstanding during the Reporting
Period (the "Platform"), as listed in Appendix 2
hereto.
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2.
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Except
as set forth in paragraph 3 below, the Asserting Party used the criteria
set forth in paragraph (d) of Item 1122 of Regulation AB to assess
compliance with the Applicable Servicing Criteria as of December 31, 2009
and for the Reporting Period.
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3.
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The
criteria listed in the column titled "Inapplicable Servicing Criteria" on
Appendix 1 hereto, are inapplicable to the Asserting Party based on the
activities it performs with respect to the
Platform.
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4.
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Citibank
N.A. ("CBNA"), an affiliate of the Asserting Party, is the paying agent of
the classes of asset-backed securities listed on Appendix 2 hereto. CBNA
has performed specific and limited activities with respect to the
Platform. The Asserting Party has determined that CBNA is not considered a
"servicer" as defined in Item 1101(j) of Regulation AB, and the Asserting
Party elects to take responsibility for assessing compliance with the
servicing criteria or portions of servicing criteria applicable to CBNA's
activities as set forth in Appendix 1 hereto. The Asserting Party has
policies and procedures in place designed to provide reasonable assurance
that CBNA's activities comply in all material respects with the servicing
criteria applicable to CBNA.
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5.
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The
Asserting Party has complied, in all material respects, with the
Applicable Servicing Criteria as of December 31, 2009 and for the
Reporting Period with respect to the Platform taken as a
whole.
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6.
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The
Asserting Party has not identified and is not aware of any material
instance of noncompliance by CBNA with the servicing criteria applicable
to CBNA's activities as of December 31, 2009 and for the Reporting Period
with respect to the Platform taken as a
whole.
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7.
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The
Asserting Party has not identified any material deficiency in its policies
and procedures to monitor the compliance by CBNA with the servicing
criteria applicable to it as of December 31, 2009 and for the Reporting
Period with respect to the Platform taken as a
whole.
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8.
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KPMG
LLP, an independent registered public accounting firm, has issued an
attestation report dated the date hereof on the Asserting Party’s
assessment of compliance with the Applicable Servicing Criteria as of
December 31, 2009 and for the Reporting
Period.
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CITIBANK
(SOUTH DAKOTA),
NATIONAL
ASSOCIATION
By: /s/
Douglas C. Morrison
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Name: Douglas
C. Morrison
Title: Vice
President and Chief Financial Officer
Date: March
25, 2010
2
Appendix
1
SERVICING
CRITERIA
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APPLICABLE
SERVICING
CRITERIA
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INAPPLICABLE
SERVICING
CRITERIA
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Regulation
AB
Reference
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Criteria
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Performed
Directly
by
Asserting
Party
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Performed
by Affiliate for which Asserting Party is the Responsible
Party
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General
Servicing Considerations
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1122(d)(1)(i)
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Policies
and procedures are instituted to monitor any performance or other triggers
and events of default in accordance with the transaction
agreements.
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X
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1122(d)(1)(ii)
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If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party's
performance and compliance with such servicing activities.
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X
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1122(d)(1)(iii)
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Any
requirements in the transaction agreements to maintain a back-up servicer
for the pool assets are maintained.
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X
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1122(d)(1)(iv)
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A
fidelity bond and errors and omissions policy is in effect on the party
participating in the servicing function throughout the reporting period in
the amount of coverage required by and otherwise in accordance with the
terms of the transaction agreements.
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X
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Cash
Collection and Administration
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1122(d)(2)(i)
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Payments
on pool assets are deposited into the appropriate custodial bank accounts
and related bank clearing accounts no more than two business days
following receipt, or such other number of days specified in the
transaction agreements.
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X
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1122(d)(2)(ii)
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Disbursements
made via wire transfer on behalf of an obligor or to an investor are made
only by authorized personnel.
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X
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1122(d)(2)(iii)
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Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction
agreements.
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X
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1122(d)(2)(iv)
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The
related accounts for the transaction, such as cash reserve accounts or
accounts established as a form of overcollateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth in the
transaction agreements.
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X
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SERVICING
CRITERIA
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APPLICABLE
SERVICING
CRITERIA
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INAPPLICABLE
SERVICING
CRITERIA
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Regulation
AB
Reference
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Criteria
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Performed
Directly
by
Asserting
Party
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Performed
by Affiliate for which Asserting Party is the Responsible
Party
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1122(d)(2)(v)
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Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes of
this criterion, "federally insured depository institution" with respect to
a foreign financial institution means a foreign financial institution that
meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
Act.
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X
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1122(d)(2)(vi)
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Unissued
checks are safeguarded so as to prevent unauthorized
access.
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X
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1122(d)(2)(vii)
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Reconciliations
are prepared on a monthly basis for all asset-backed securities related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations: (A) are mathematically accurate; (B) are
prepared within 30 calendar days after the bank statement cutoff date, or
such other number of days specified in the transaction agreements; (C) are
reviewed and approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items. These
reconciling items are resolved within 90 calendar days of their original
identification, or such other number of days specified in the transaction
agreements.
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X
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2
SERVICING
CRITERIA
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APPLICABLE
SERVICING
CRITERIA
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INAPPLICABLE
SERVICING
CRITERIA
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Regulation
AB
Reference
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Criteria
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Performed
Directly
by
Asserting
Party
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Performed
by Affiliate for which Asserting Party is the Responsible
Party
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Investor
Remittances and Reporting
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1122(d)(3)(i)
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Reports
to investors, including those to be filed with the Commission, are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with the
terms specified in the transaction agreements; (C) are filed with the
Commission as required by its rules and regulations; and (D) agree with
investors' or the trustee's records as to the total unpaid principal
balance and number of pool assets serviced by the
Servicer.
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X
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1122(d)(3)(ii)
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Amounts
due to investors are allocated and remitted in accordance with timeframes,
distribution priority and other terms set forth in the transaction
agreements.
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X*
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X*
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1122(d)(3)(iii)
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Disbursements
made to an investor are posted within two business days to the Servicer's
investor records, or such other number of days specified in the
transaction agreements.
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X*
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X*
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1122(d)(3)(iv)
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Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank
statements.
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X*
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X*
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* Citibank
(South Dakota), National Association (the "Asserting Party") was responsible for
the allocation of funds due to investors in accordance with the timeframes,
distribution priority and other terms set forth in the transaction agreements.
Citibank, N.A., an affiliate of the Asserting Party, as paying agent (the
"Paying Agent"), was responsible for remitting such funds to investors at the
direction of the Asserting Party. Amounts remitted to investors by
the Paying Agent are posted by the Asserting Party to the Servicer’s records
within two business days and are agreed by the Asserting Party with bank
statements.
3
SERVICING
CRITERIA
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APPLICABLE
SERVICING
CRITERIA
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INAPPLICABLE
SERVICING
CRITERIA
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Regulation
AB
Reference
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Criteria
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Performed
Directly
by
Asserting
Party
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Performed
by Affiliate for which Asserting Party is the Responsible
Party
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Pool
Asset Administration
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1122(d)(4)(i)
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Collateral
or security on pool assets is maintained as required by the transaction
agreements or related pool asset documents.
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X
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1122(d)(4)(ii)
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Pool
assets and related documents are safeguarded as required by the
transaction agreements.
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X
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1122(d)(4)(iii)
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Any
additions, removals or substitutions to the asset pool are made, reviewed
and approved in accordance with any conditions or requirements in the
transaction agreements.
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X
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1122(d)(4)(iv)
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Payments
on pool assets, including any payoffs, made in accordance with the related
pool asset documents are posted to the Servicer's obligor records
maintained no more than two business days after receipt, or such other
number of days specified in the transaction agreements, and allocated to
principal, interest or other items (e.g., escrow) in accordance with the
related pool asset documents.
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X
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1122(d)(4)(v)
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The
Servicer's records regarding the pool assets agree with the Servicer's
records with respect to an obligor's unpaid principal
balance.
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X
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1122(d)(4)(vi)
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Changes
with respect to the terms or status of an obligor's pool asset (e.g., loan
modifications or re-agings) are made, reviewed and approved by authorized
personnel in accordance with the transaction agreements and related pool
asset documents.
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X
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1122(d)(4)(vii)
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Loss
mitigation or recovery actions (e.g., forbearance plans, modifications and
deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance with the
timeframes or other requirements established by the transaction
agreements.
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X
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4
SERVICING
CRITERIA
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APPLICABLE
SERVICING
CRITERIA
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INAPPLICABLE
SERVICING
CRITERIA
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Regulation
AB
Reference
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Criteria
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Performed
Directly
by
Asserting
Party
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Performed
by Affiliate for which Asserting Party is the Responsible
Party
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1122(d)(4)(viii)
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Records
documenting collection efforts are maintained during the period a pool
asset is delinquent in accordance with the transaction agreements. Such
records are maintained on at least a monthly basis, or such other period
specified in the transaction agreements, and describe the entity's
activities in monitoring delinquent pool assets including, for example,
phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or
unemployment).
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X
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1122(d)(4)(ix)
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Adjustments
to interest rates or rates of return for pool assets with variable rates
are computed based on the related pool asset documents.
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X
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1122(d)(4)(x)
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Regarding
any funds held in trust for an obligor (such as escrow accounts): (A) such
funds are analyzed, in accordance with the obligor's pool asset documents,
on at least an annual basis, or such other period specified in the
transaction agreements; (B) interest on such funds is paid, or credited,
to obligors in accordance with applicable pool asset documents and state
laws; and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related pool asset, or such other number of
days specified in the transaction agreements.
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X
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1122(d)(4)(xi)
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Payments
made on behalf of an obligor (such as tax or insurance payments) are made
on or before the related penalty or expiration dates, as indicated on the
appropriate bills or notices for such payments, provided that such support
has been received by the Servicer at least 30 calendar days prior to these
dates, or such other number of days specified in the transaction
agreements.
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X
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1122(d)(4)(xii)
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Any
late payment penalties in connection with any payment to be made on behalf
of an obligor are paid from the Servicer's funds and not charged to the
obligor, unless the late payment was due to the obligor's error or
omission.
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X
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5
SERVICING
CRITERIA
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APPLICABLE
SERVICING
CRITERIA
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INAPPLICABLE
SERVICING
CRITERIA
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Regulation
AB
Reference
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Criteria
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Performed
Directly
by
Asserting
Party
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Performed
by Affiliate for which Asserting Party is the Responsible
Party
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1122(d)(4)(xiii)
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Disbursements
made on behalf of an obligor are posted within two business days to the
obligor's records maintained by the Servicer, or such other number of days
specified in the transaction agreements.
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X
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1122(d)(4)(xiv)
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Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded in
accordance with the transaction agreements.
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X
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1122(d)(4)(xv)
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Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set forth in
the transaction agreements.
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X
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6
Appendix
2
Citibank Credit Card
Issuance Trust
Classes
of Notes of the Citiseries registered with the SEC pursuant to
the Securities Act of 1933
and Outstanding during calendar year 2009
Class
A
Class
A
Class B
2001-A7 2007-A1 2004-B1
2002-A4 2007-A2 2004-B2
2002-A8 2007-A3 2006-B1
2002-A10 2007-A4 2006-B2
2003-A7 2007-A5 2007-B1
2003-A10 2007-A6 2007-B2
2004-A3 2007-A7 2007-B5
2004-A7 2007-A8 2007-B6
2004-A8 2007-A9
2005-A2 2007-A10
2005-A3 2007-A11 Class C
2005-A4 2008-A1
2005-A5 2008-A2 2002-C2
2005-A6 2008-A3 2003-C4
2005-A7 2008-A5 2004-C1
2005-A8 2008-A6 2005-C1
2005-A9 2008-A7 2005-C2
2006-A1 2009-A1 2005-C3
2006-A2 2009-A2 2005-C6
2006-A3 2009-A3 2006-C1
2006-A4 2009-A4 2006-C2
2006-A5 2009-A5 2006-C4
2006-A6 2008-C6
2006-A7
2006-A8