REASSIGNMENT NO. 13 OF
RECEIVABLES
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.
W I T N E S S E T
H
WHEREAS, the Seller and the Trustee
are parties to the Pooling and Servicing Agreement, dated as of
July 31, 1994 (hereinafter as such agreement may have been, or may
from time to time be, amended, supplemented or otherwise modified,
the "Pooling and Servicing Agreement");
WHEREAS, pursuant to the Pooling and
Servicing Agreement, the Seller wishes to remove all Receivables
from certain designated Accounts of the Seller (the "Removed
Accounts") and to cause the Trustee to reconvey the Receivables of
such Removed Accounts, whether now existing or hereafter created,
from the Trust to the Seller (as each such term is defined in the
Pooling and Servicing Agreement); and
WHEREAS, the Trustee is willing to
accept such designation and to reconvey the Receivables in the
Removed Accounts subject to the terms and conditions
hereof;
NOW, THEREFORE, the Seller and the
Trustee hereby agree as follows:
1. Defined Terms. All terms
defined in the Pooling and Servicing Agreement and used herein
shall have such defined meanings when used herein, unless otherwise
defined herein.
"Removal Date"
shall mean, with respect to the
Removed Accounts designated hereby, October 31, 2005.
"Removal Notice Date"
shall mean, with respect to the
Removed Accounts designated hereby, October 24, 2005 (which shall
be a date on or prior to the fifth Business Day prior to the
Removal Date).
2. Designation of Removed
Accounts. The Seller shall deliver to the Trustee, not later
than five Business Days after the Removal Date, a computer file,
microfiche list or hard copy containing a true and complete list of
all such Removed Accounts, which computer file, microfiche list or
hard copy shall, as of the Removal Date, amend Schedule 1 to the
Pooling and Servicing Agreement.
3. Conveyance of
Receivables.
(a) The
Trustee does hereby transfer, assign, set-over and otherwise convey
to the Seller, without recourse on and after the Removal Date, all
right, title and interest of the Trust in and to the Receivables
now existing and hereafter created in the Removed Accounts
designated hereby, all monies due or to become due with respect
thereto (including all Finance Charge Receivables), all proceeds
(as defined
