EXHIBIT 4.2
SUBSEQUENT TRANSFER INSTRUMENT
Pursuant to this Subsequent Transfer Instrument, dated
September 15, 2004 (the "Instrument"),
between Citigroup Mortgage Loan Trust
Inc. as seller (the "Depositor"), and Wells
Fargo Bank, N.A. as trustee of the
Citigroup Mortgage Loan Trust Inc., Series
2004-OPT1, Asset Backed Pass-Through
Certificates, Series 2004-OPT1, as
purchaser (the "Trustee"), and pursuant to
the Pooling and Servicing Agreement, dated
as of September 1, 2004 (the "Pooling
and Servicing Agreement"), among the
Depositor, Option One Mortgage Corporation
as servicer and the Trustee, the Depositor
and the Trustee agree to the sale by
the Depositor and the purchase by the
Trustee in trust, on behalf of the Trust,
of the Mortgage Loans listed on the
attached Schedule of Mortgage Loans (the
"Subsequent Mortgage Loans").
Capitalized terms used but not otherwise defined herein shall
have the meanings set forth in the Pooling
and Servicing Agreement.
Section 1: Conveyance
of Subsequent Mortgage Loans.
(a) The Depositor does hereby sell, transfer, assign, set over
and convey to the Trustee in trust, on behalf of the Trust,
without
recourse, all of its right, title and interest in and to the
Subsequent
Mortgage Loans, and including all amounts due on the Subsequent
Mortgage Loans after the related Subsequent Cut-off Date, and all
items
with respect to the Subsequent Mortgage Loans to be delivered
pursuant
to Section 2.01 of the Pooling and Servicing Agreement;
provided,
however that the Depositor reserves and retains all right, title
and
interest in and to amounts due on the Subsequent Mortgage Loans on
or
prior to the related Subsequent Cut-off Date. The Depositor,
contemporaneously with the delivery of this Agreement, has
delivered or
caused to be delivered to the Trustee each item set forth in
Section
2.01 of the Pooling and Servicing Agreement. The transfer to
the
Trustee by the Depositor of the Subsequent Mortgage Loans
identified on
the Mortgage Loan Schedule shall be absolute and is intended by
the
Depositor, the Servicer, the Trustee and the Certificateholders
to
constitute and to be treated as a sale by the Depositor to the
Trust
Fund.
(b) The Depositor, concurrently with the execution and
delivery hereof,
does hereby transfer, assign, set over and otherwise
convey to the Trustee without recourse for the benefit of the
Certificateholders all the right, title and interest of the
Depositor,
in, to and under the Subsequent Mortgage Loan Purchase Agreement,
dated
the date hereof, between the Depositor as purchaser and the
Servicer as
seller, to the extent of the Subsequent Mortgage Loans.
(c) Additional terms of the sale are set forth on Attachment A
hereto.
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Section 2. Representations and Warranties; Conditions
Precedent.
(a) The Depositor hereby confirms that each of the conditions
and the representations and warranties set forth in Section 2.08 of
the
Pooling and Servicing Agreement are satisfied as of the date
hereof.
(b) All terms and conditions of the Pooling and Servicing
Agreement are hereby ratified and confirmed; provided, however,
that in
the event of any conflict, the provisions of this Instrument
shall
control over the conflicting provisions of the Pooling and
Servicing
Agreement.
Section 3. Recordation of Instrument.
To the extent permitted by applicable law, this Instrument, or
a memorandum thereof if permitted under
applicable law, is subject to
recordation in all appropriate public
offices for real property records in all
of the counties or other comparable
jurisdictions in which any or all of the
properties subject to the Mortgages are
situated, and in any other appropriate
public recording office or elsewhere, such
recordation to be effected by the
Servicer at the Certificateholders' expense
on direction of the related
Certificateholders, but only when
accompanied by an Opinion of Counsel to the
effect that such recordation materially and
beneficially affects the interests
of the Certificateholders or
