0001068238-05-000779 Sample Contracts

October 26, 2005
Pooling and Servicing Agreement • November 4th, 2005 • Citibank Omni-S Master Trust • Asset-backed securities

Reference is made to the Pooling and Servicing Agreement dated as of July 31, 1994 by and among Citibank (South Dakota), National Association, a national banking association (as successor to Sears, Roebuck and Co.), as Servicer (the "Servicer"), Citi Omni-S Finance LLC, a Delaware limited liability company (as successor to SRFG, Inc.) as Seller (the "Seller") and The Bank of New York, a New York banking corporation (as successor to Bank One National Association (formerly The First National Bank of Chicago)), as Trustee (the "Trustee"), as amended by Amendment No. 8, dated as of October 24, 2005, among the Seller, the Servicer and the Trustee (as so amended, the "Pooling and Servicing Agreement").

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REASSIGNMENT NO. 13 OF RECEIVABLES
Citibank Omni-S Master Trust • November 4th, 2005 • Asset-backed securities

REASSIGNMENT NO. 13 OF RECEIVABLES ("Reassignment"), dated as of October 31, 2005, by and between CITI OMNI-S FINANCE LLC, a Delaware limited liability company (the "Seller"), and THE BANK OF NEW YORK (as successor trustee to Bank One, National Association (formerly The First National Bank of Chicago)) (the "Trustee"), pursuant to the Pooling and Servicing Agreement referred to below.

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