0001068238-05-000823 Sample Contracts

DEFEASANCE TRUST AGREEMENT SERIES 2000-4 relating to CITIBANK OMNI-S MASTER TRUST SERIES 2000-4
Defeasance Trust Agreement • December 7th, 2005 • Citibank Omni-S Master Trust • Asset-backed securities • New York

THIS TRUST AGREEMENT, dated as of December 6, 2005, 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”), 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”) and as Securities Intermediary (the “Securities Intermediary”) and as Paying Agent (the “Paying Agent”).

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DEFEASANCE TRUST AGREEMENT SERIES 2001-3 relating to CITIBANK OMNI-S MASTER TRUST SERIES 2001-3
Defeasance Trust Agreement • December 7th, 2005 • Citibank Omni-S Master Trust • Asset-backed securities • New York

THIS TRUST AGREEMENT, dated as of December 6, 2005, 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”), 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”) and as Securities Intermediary (the “Securities Intermediary”) and as Paying Agent (the “Paying Agent”).

December 6, 2005
Pooling and Servicing Agreement • December 7th, 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 Citi Omni-S Finance LLC, as seller (the “Seller”), Citibank (South Dakota), National Association, a national banking association, as servicer and The Bank of New York, a New York banking corporation, as trustee (as amended from time to time to the date hereof, the “Pooling and Servicing Agreement”).

REASSIGNMENT NO. 14 OF RECEIVABLES
Reassignment of Receivables • December 7th, 2005 • Citibank Omni-S Master Trust • Asset-backed securities

REASSIGNMENT NO. 14 OF RECEIVABLES ("Reassignment"), dated as of December 6, 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.

December 2, 2005
Pooling and Servicing Agreement • December 7th, 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 Citi Omni-S Finance LLC, as seller (the "Seller"), Citibank (South Dakota), National Association, a national banking association, as servicer and The Bank of New York, a New York banking corporation, as trustee (as amended from time to time to the date hereof, the "Pooling and Servicing Agreement").

DEFEASANCE TRUST AGREEMENT SERIES 2002-5 relating to CITIBANK OMNI-S MASTER TRUST SERIES 2002-5
Defeasance Trust Agreement • December 7th, 2005 • Citibank Omni-S Master Trust • Asset-backed securities • New York

THIS TRUST AGREEMENT, dated as of December 6, 2005, 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”), 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”) and as Securities Intermediary (the “Securities Intermediary”) and as Paying Agent (the “Paying Agent”).

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