assignment156.htm


     

     

     

     

    
Exhibit 4.1

    
 

    ASSIGNMENT
OF RECEIVABLES IN ADDITIONAL ACCOUNTS

    


    (As
required by Section 2.09 of

    the
Pooling and Servicing Agreement)

    


    ASSIGNMENT
No. 156 OF RECEIVABLES IN ADDITIONAL ACCOUNTS dated as of June 13, 2009, by and
between CITIBANK (SOUTH DAKOTA), NATIONAL ASSOCIATION, a national banking
association, Seller and Servicer ("Citibank (South Dakota)") and DEUTSCHE BANK
TRUST COMPANY AMERICAS, a New York banking corporation (the "Trustee"), pursuant
to the Pooling and Servicing Agreement referred to below.

    


    W I T N E S S E T H :

    


    WHEREAS,
Citibank (South Dakota), as Seller, Servicer, and successor by merger to
Citibank (Nevada), National Association, as Seller, and the Trustee are parties
to the Amended and Restated Pooling and Servicing Agreement dated as of October
5, 2001 (as amended and supplemented through the date hereof, the
"Agreement");

    


    WHEREAS,
pursuant to the Agreement, Citibank (South Dakota) wishes to designate
Additional Accounts to be included as Accounts and to convey the Receivables of
such Additional Accounts, whether now existing or hereafter created, to the
Trust as part of the corpus of the Trust (as each such term is defined in the
Agreement); and

    


    WHEREAS,
the Trustee is willing to accept such designation and conveyance subject to the
terms and conditions hereof;

    


    NOW,
THEREFORE, Citibank (South Dakota), the Servicer and the Trustee hereby agree as
follows:

    


    1.           Defined
Terms.  All capitalized terms used herein shall have the
meanings ascribed to them in the Agreement unless otherwise defined
herein.

    


    "Addition Date" shall
mean, with respect to the Additional Accounts designated hereby, June 13,
2009.

    


    "Additional Cut-Off
Date" shall mean, with respect to the Additional Accounts designated
hereby, June 13, 2009.

    


    2.           Designation of Additional
Accounts.  Attached as Schedule I hereto is a computer file or
microfiche list containing a true and complete schedule identifying the
Additional Accounts, specifying for each such Additional Account designated by
this Assignment, as of the Additional Cut-Off Date, its account number, the
aggregate amount outstanding in such Account and the aggregate amount of
Principal Receivables outstanding in such Account, which computer file or
microfiche list shall supplement Schedule I to the Agreement.

    


    3.           Conveyance of
Receivables.

    


    (a)           Citibank
(South Dakota) does hereby sell, transfer, assign, set over and otherwise convey
to the Trustee, on behalf of the Trust, for the benefit of the
Certificateholders, all its right, title and interest in, to and under the
Receivables of such Additional Accounts existing at the

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    close of
business on the Additional Cut-Off Date and thereafter created from time to time
until the termination of the Trust, all monies due or to become due and all
amounts received with respect thereto and all proceeds thereof (including
"proceeds" as defined in the UCC as in effect in the State of South
Dakota).  The foregoing does not constitute and is not intended to
result in the creation or assumption by the Trust, the Trustee, any Investor
Certificateholder or any Series Enhancer of any obligation of the Servicer, any
Seller or any other Person in connection with the Accounts, the Receivables or
under any agreement or instrument relating thereto, including any obligation to
Obligors, merchant banks, merchants clearance systems, MasterCard, VISA,
American Express or insurers.

    


    (b)           In
connection with such sale, Citibank (South Dakota) agrees to record and file, if
necessary, at its own expense, financing statements (and continuation statements
when applicable) with respect to the Receivables now existing and hereafter
created meeting the requirements of applicable state law in such manner and in
such jurisdictions as are necessary to perfect, and maintain perfection of, the
sale and assignment of the Receivables to the Trust, and to deliver a
file-stamped copy of each such financing statement or other evidence of such
filing to the Trustee on or prior to the Addition Date.  The Trustee
shall be under no obligation whatsoever to file such financing or continuation
statements or to make any other filing under the UCC in connection with such
sale and assignment.

    


    (c)           In
connection with such sale, Citibank (South Dakota) further agrees, at its own
expense, on or prior to the date of this Assignment, to indicate in the
appropriate computer files that Receivables created in connection with the
Additional Accounts designated hereby have been conveyed to the Trust pursuant
to the Agreement and this Assignment for the benefit of the
Certificateholders.

    


    4.           Acceptance by
Trustee.  Subject to the satisfaction of the conditions set
forth in Section 6 of this Assignment, the Trustee hereby acknowledges its
acceptance on behalf of the Trust of all right, title and interest to the
property, now existing and hereafter created, conveyed to the Trust pursuant to
Section 3(a) of this Assignment, and declares that it shall maintain such right,
title and interest, upon the trust set forth in the Agreement for the benefit of
all Certificateholders.  The Trustee further acknowledges that, prior
to or simultaneously with the execution and delivery of this Assignment, the
Sellers delivered to the Trustee the computer file or microfiche list described
in Section 2 of this Assignment.

    


    5.           Representations and
Warranties of Citibank (South Dakota). Citibank (South Dakota) hereby
represents and warrants to the Trustee, on behalf of the Trust, as of the date
of this Assignment and as of the applicable Addition Date that:

    


    (a)           Legal Valid and Binding
Obligation.  This Assignment constitutes a legal, valid and
binding obligation of Citibank (South Dakota) enforceable against Citibank
(South Dakota) in accordance with its terms, except as such enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting creditors' rights generally from time to time in
effect;

    


    (b)           Eligibility of
Accounts.  Each Additional Account designated hereby is an
Eligible Account;

    


    
      
        
           


        

        
           
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    (c)           Insolvency.  As
of each of the Additional Cut-Off Date and the Addition Date for each of the
Additional Accounts designated hereby, no Insolvency Event with respect to
Citibank (South Dakota) has occurred and the transfer of the Receivables arising
in such Additional Accounts to the Trust has not been made in contemplation of
the occurrence thereof;

    


    (d)           Adverse
Effect.  The addition of the Receivables arising in the
Additional Accounts will not result in the occurrence of an Amortization
Event;

    


    (e)           Security
Interest.  This Assignment constitutes a valid sale, transfer
and assignment to the Trust of all right, title and interest of Citibank (South
Dakota) in the Receivables now existing or hereafter created, all monies due or
to become due and all amounts received with respect thereto and the "proceeds"
thereof (including "proceeds" as defined in the UCC as in effect in the State of
South Dakota), or, if this Assignment does not constitute a sale of such
property, it constitutes a grant of a first priority perfected "security
interest" (as defined in the UCC as in effect in the State of South Dakota) in
such property to the Trust, which, in the case of existing Receivables and the
proceeds thereof, is enforceable upon execution and delivery of this Assignment,
and which will be enforceable with respect to such Receivables hereafter created
and the proceeds thereof upon such creation.  Upon the filing of the
financing statement described in Section 3 of this Assignment (if required) and,
in the case of Receivables hereafter created and the proceeds thereof, upon the
creation thereof, the Trust shall have a first priority perfected security or
ownership interest in such property;

    


    (f)           No
Conflict.  The execution and delivery by Citibank (South
Dakota) of this Assignment, the performance of the transactions contemplated by
this Assignment and the fulfillment of the terms hereof applicable to Citibank
(South Dakota), will not conflict with or violate any Requirements of Law
applicable to Citibank (South Dakota) or conflict with, result in any breach of
any of the material terms and provisions, or constitute (with or without notice
or lapse of time or both) a material default under, any indenture, contract,
agreement, mortgage, deed of trust or other instrument to which Citibank (South
Dakota) is a party or by which it or its properties are bound;

    


    (g)           No
Proceedings.  There are no proceedings or investigations
pending or, to the best knowledge of Citibank (South Dakota), threatened against
Citibank (South Dakota) before any court, regulatory body, administrative agency
or other tribunal or governmental instrumentality (i) asserting the invalidity
of this Assignment, (ii) seeking to prevent the consummation of any of the
transactions contemplated by this Assignment, (iii) seeking any determination or
ruling that, in the reasonable judgment of Citibank (South Dakota), would
materially and adversely affect the performance by Citibank (South Dakota) of
its obligations under this Assignment or (iv) seeking any determination or
ruling that would materially and adversely affect the validity or enforceability
of this Assignment; and

    


    (h)           All
Consents.  All authorizations, consents, orders or approvals of
any court or other governmental authority required to be obtained by Citibank
(South Dakota) in connection with the execution and delivery of this Assignment
by Citibank (South Dakota) and the performance of the transactions contemplated
by this Assignment by Citibank (South Dakota), have been obtained.

    


    
      
        
           


        

        
           
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    6.           Conditions
Precedent.  The acceptance of the Trustee set forth in Section
4 of this Assignment and the ratification of the Agreement as supplemented by
this Assignment as set forth in Section 7 of this Assignment are subject to the
satisfaction, on or prior to the applicable Addition Date, of the following
conditions precedent:

    


    (a)           Representations and
Warranties.  Each of the representations and warranties made by
Citibank (South Dakota) in Section 5 of this Assignment shall be true and
correct as of the date of this Assignment and as of the Addition
Date.

    


    (b)           Agreement.  Each
of the conditions set forth in Section 2.09(d) of the Agreement applicable to
the designation of the Additional Accounts to be designated hereby shall have
been satisfied and each of the covenants set forth in Section 2.09(g) of the
Agreement applicable to the designation of Additional Accounts to be designated
hereby shall have been fulfilled.

    


    (c)           Additional
Information.  Citibank (South Dakota) shall have delivered to
the Trustee such information as was reasonably requested by the Trustee to
satisfy itself as to the accuracy of the representation and warranty set forth
in Section 5(c) of this Agreement.

    


    7.           Ratification of
Agreement.  As supplemented by this Assignment, the Agreement
is in all respects ratified and confirmed and the Agreement as so supplemented
by this Assignment shall be read, taken and construed as one and the same
instrument.

    


    8.           Counterparts.  This
Assignment may be executed in two or more counterparts, and by different parties
on separate counterparts, each of which shall be an original, but all of which
shall constitute one and the same instrument.

    


    9. GOVERNING
LAW.  THIS ASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF SOUTH DAKOTA, INCLUDING SOUTH DAKOTA CODIFIED LAWS TITLE
54, CHAPTER 1, SECTIONS 9 AND 10, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

    


    


    
      
        
           


        

        
           
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    IN
WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly
executed by their respective officers as of the day and year first above
written.

    


    


    CITIBANK
(SOUTH DAKOTA),

    NATIONAL
ASSOCIATION,

    Seller
and Servicer,

    


    


    By:  /s/
Douglas C. Morrison

    ---------------------------------------

    Douglas C. Morrison

    Vice
President

    


    


    DEUTSCHE
BANK TRUST COMPANY

    AMERICAS,

    Trustee,

    


    


    By:  /s/
Irene Siegel

    ---------------------------------------

    Irene
Siegel

    Vice President

    


    By:  /s/
Maria Inoa

    ---------------------------------------

    Maria Inoa

    Associate

    


    


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