Exhibit 10.1
FORM OF MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (the "Agreement") dated as of
April 1, 2006 is between CitiMortgage, Inc. ("CMI" or the "Seller") and Citicorp
Mortgage Securities, Inc., a Delaware corporation ("CMSI"). The Seller agrees to
sell, and CMSI agrees to purchase, the mortgage loans originated or acquired by
CMI as described and set forth in the Mortgage Loan Schedule attached as exhibit
B (the "mortgage loans") to the Pooling and Servicing Agreement dated as of
April 1, 2006 (the "Pooling Agreement"), between CMSI, CMI, U.S. Bank National
Association, a national banking association, in its individual capacity and as
Trustee (the "Trustee"), and Citibank, N.A., in its individual capacity and as
Paying Agent, Certificate Registrar and Authentication Agent, relating to the
issuance of CMSI REMIC Pass-Through Certificates, Series 2006-2, class A, class
B and residual certificates. Terms used without definition herein shall have the
respective meanings assigned to them in the Pooling Agreement or, if not defined
therein, in the Underwriting Agreement dated March 17, 2006 (the "Underwriting
Agreement"), among CMSI, Citigroup Inc. and HSBC Securities (USA) Inc. (the
"Underwriter").
1. Purchase Price. The purchase price (the "Purchase Price") for the
mortgage loans shall consist of (a) cash in the amount of [__________________]%
of the aggregate scheduled principal balance thereof as of the cut-off date,
plus accrued interest thereon at the rate of 5.75% per annum on the mortgage
loans in pool I and 5.50% per annum on the mortgage loans in pool II and pool
III, from and including the cut-off date to but excluding the closing date, (b)
the class IA-IO, IIA-IO and IIIA-IO certificates, (c) the class LR certificates
and (d) the class PR certificates. Such cash shall be payable by CMSI to the
Seller on the closing date in same-day funds, and the Seller will receive on the
closing date: (a) the class IA-IO, IIA-IO and IIIA-IO certificates and (b) the
class LR and class PR certificates evidencing the residual interests in the
lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason
shall repay to the Underwriter any portion of the price paid to CMSI by the
Underwriter pursuant to the Underwriting Agreement, the Seller shall
simultaneously and in the same manner repay to CMSI a proportionate amount of
the Purchase Price as such repayment to the Underwriter.
Upon payment of the Purchase Price, the Seller shall transfer, assign,
set over and otherwise convey to CMSI without recourse all of the Seller's
right, title and interest in and to the mortgage loans, including all interest
and principal received or receivable by the Seller on or with respect to the
mortgage loans (other than payments of principal and interest due and payable on
the mortgage loans on or before the cut-off date and prepayments of principal on
the mortgage loans received or posted prior to the close of business on the
cut-off date), together with all of the Seller's right, title and interest in
and to the proceeds of any related title, hazard or other insurance policies and
Primary Mortgage Insurance Certificates. The Seller agrees to deliver to CMSI
all documents, instruments and agreements required to be delivered by CMSI to
the Trustee under the Pooling Agreement and such other documents, instruments
and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller
to execute and deliver to the Trustee assignments of the Mortgages to the
Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable
form. Such assignments and endorsements shall not affect the rights of the
parties hereto or to the Pooling Agreement.
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2. Representations. The Seller hereby represents and warrants to CMSI
(i) that CMSI's representations and warranties pursuant to the Pooling Agreement
to the Trustee with respect to the mortgage loans are true and correct and (ii)
that the Seller has not dealt with any broker, investment banker, agent or other
person (other than CMSI and the Underwriter) who may be entitled to any
commission or compensation in connection with the sale of the related mortgage
loans. The Seller hereby agrees to cure any breach of such representations and
warranties in accordance with the terms of the Pooling Agreement.
3. Underwriting. The Seller hereby agrees to furnish any and all
information, documents, certificates, letters or opinions reasonably requested
by CMSI in order to perform any of its obligations or satisfy any of the
conditions on its part to be performed or satisfied at or prior to the closing
date.
4. Costs. CMSI shall pay all expenses incidental to the performance of
its obligations under the Underwriting Agreement, including without limitation
(i) any recording fees or fees for title policy endorsements and continuations,
(ii) the expenses of preparing, printing and reproducing the Registration
Statement, the Prospectus, the Underwriting Agreement, the Pooling Agreement and
the certificates and (iii) the cost of delivering the certificates to the
offices of The Depository Trust Company or the Underwriter, as the case may be.
5. Indemnification. The Seller hereby agrees to indemnify, defend and
hold harmless CMSI against any and all losses, claims, damages or liabilities
(i) resulting from the Seller's failure to perform any of its obligations
hereunder, (ii) resulting from the inaccuracy of the Seller's representations
and warranties herein or of CMSI's representations and warranties in the Pooling
Agreement or (iii) insofar as such losses, claims, damages or liabilities (or
actions or demands for reimbursement or contribution in respect thereof) arise
out of or are based upon information relating to the Seller or the mortgage
loans pursuant to the Underwriting Agreement.
6. Purchase and Sale; Security Interest. The parties hereto intend the
conveyance by the Seller to CMSI of all of its right, title and interest in and
to the mortgage loans pursuant to this Agreement to constitute a purchase and
sale and not a loan. Notwithstanding the foregoing, to the extent that such
conveyance is held not to constitute a sale under applicable law, it is intended
that this Agreement shall constitute a security agreement under applicable law
and that the Seller shall be deemed to have granted to CMSI a first priority
security interest in all of the Seller's right, title and interest in and to the
mortgage loans.
7. Notices. All demands, notices and communications hereunder shall be
in writing, shall be effective only upon receipt and shall, if sent to CMSI be
addressed to it at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇'▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇
▇▇▇▇ Slough or if sent to Seller be addressed to it at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇'▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: General Counsel.
8. Trustee Beneficiary. The representations and agreements made by the
Seller in this Agreement are made for the benefit of, and may be enforced by,
the Trustee, and the holders of certificates to the same extent that the Trustee
and the holders of certificates, respectively, have rights against CMSI under
the Pooling Agreement in respect of representations and agreements made by CMSI
therein.
9. Cross-Receipt. The Seller, by executing this Agreement below,
hereby
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acknowledges receipt of the Purchase Price from CMSI. CMSI, by executing this
Agreement below, hereby acknowledges receipt of the Mortgage Loans from the
Seller.
10. Miscellaneous. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York. Neither this Agreement nor
any term hereof may be changed, waived, discharged or terminated except by a
writing signed by the party against whom enforcement of such change, waiver,
discharge or termination is sought. This Agreement may not be changed in any
manner which would have a material adverse affect on holders of any class of
certificates without the prior written consent of the Trustee. The Trustee shall
be protected in consenting to any such change to the same extent provided in
section 10 of the Pooling Agreement. This Agreement may be signed in any number
of counterparts, each of which shall be deemed an original, which taken together
shall constitute one and the same instrument. This Agreement shall bind and
inure to the benefit of and be enforceable by CMSI and the Seller and their
respective successors and assigns; provided, however, that this Agreement cannot
be assigned by either party without the consent of the other party hereto, and
any assignment hereof without such consent shall be void.
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IN WITNESS WHEREOF, CMSI and the Seller have caused this Agreement to
be duly executed by their respective officers as of the day and year first above
written.
CITIMORTGAGE, INC.
By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
CITICORP MORTGAGE SECURITIES, INC.
By:
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▇▇▇▇▇ ▇▇▇▇ Slough
Senior Vice President
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