Exhibit 10.1
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (the "Agreement") dated as
of June 1, 2007 is between Citicorp Trust Bank, fsb, a federal savings bank
("CTB" or the "Seller"), and Citicorp Residential Mortgage Securities, Inc., a
Delaware corporation ("CRMSI"). The Seller agrees to sell, and CRMSI agrees to
purchase, the mortgage loans 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 June 1, 2007 (the "Pooling Agreement"), among
CRMSI, CitiMortgage, Inc., as servicer and certificate administrator, U.S. Bank
National Association, as trustee (the "Trustee"), and Citibank, N.A., as paying
agent, certificate registrar and authenticating agent, relating to the issuance
of CRMSI REMIC Pass-Through Certificates, Series 2007-2. 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 June 20, 2007 (the "Underwriting Agreement"), among CRMSI, CTB and
Citigroup Global Markets Inc., as underwriter (the "Underwriter").
1. Purchase Price. The purchase price (the "Purchase Price") for
the Mortgage Loans shall consist of cash in the amount of [______________]% of
the aggregate Loan Balance thereof as of the Cut-Off Date, plus accrued interest
on the aggregate Loan Balance of the Mortgage Loans from and including the
Cut-Off Date to but excluding the Closing Date. Such cash shall be payable by
CRMSI to the Seller on the Closing Date in same-day funds.
Upon payment of the Purchase Price, the Seller shall sell,
transfer, assign, set over and otherwise convey to CRMSI 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 such Seller on or with
respect to the Mortgage Loans, including all amounts received or receivable by
CRMSI on or with respect to the Mortgage Loans on or after the Cut-Off Date (but
not payments of principal and interest received on the Mortgage Loans on or
before the Cut-Off Date and not any Prepayment Charges received or receivable
with respect to any Mortgage Loan), 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. The Seller agrees to deliver (or cause to be delivered) to
CRMSI or its designee all documents, instruments and agreements required to be
delivered by CRMSI to the Trustee under the Pooling Agreement and such other
documents, instruments and agreements as CRMSI shall reasonably request. CRMSI
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.
2. Representations; Warranties. The Seller hereby represents and
warrants to CRMSI (i) that CRMSI's representations and warranties pursuant to
the Pooling Agreement to the Trustee with respect to the Mortgage Loans are true
and correct, (ii) that the Mortgage Loans are being sold by the Seller hereunder
with the intention of removing them from the estate and assets of the Seller and
(iii) that the Seller has not dealt with any broker, investment banker, agent or
other person (other than CRMSI and the Underwriter) who may be entitled to any
commission or compensation in connection with the sale of the Mortgage Loans.
The Seller hereby agrees to cure any breach of such representations and
warranties in accordance with the terms of the Pooling Agreement or, in the
event such breach cannot be cured to repurchase or substitute the affected
Mortgage Loan 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 CRMSI 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. CRMSI 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 purchasers thereof, as the
case may be.
5. Indemnification. The Seller hereby agrees to indemnify, defend
and hold harmless CRMSI 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 CRMSI's representations and
warranties in the Pooling Agreement or (iii) arising pursuant to the
Underwriting Agreement, 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.
6. Purchase and Sale; Security Interest. The parties hereto
intend the conveyance by the Seller to CRMSI 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 CRMSI 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 if sent to CTB,
will be delivered to Citicorp Trust Bank, fsb, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇'▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, with a copy to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
Senior Vice President and General Counsel, Citicorp Trust Bank, fsb, ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, or if sent to CRMSI, will be delivered to
Citicorp Residential Mortgage Securities, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇'▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, with a copy to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
General Counsel, Finance and Capital Markets, Citigroup Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
8. Trustee Beneficiary. The representations and warranties made
by the Seller in Section 2 of 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 CRMSI under the Pooling Agreement in respect of representations
and warranties made by CRMSI therein.
9. Cross-Receipt. The Seller, by executing this Agreement below,
hereby acknowledges receipt of the Purchase Price from CRMSI. CRMSI, 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 that 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
Article X 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 CRMSI 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.
IN WITNESS WHEREOF, CRMSI and the Seller have caused this
Agreement to be duly executed by their respective officers as of the date first
above written.
CITICORP TRUST BANK, FSB
By: /s/ ▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇
Title: Chief Financial Officer
CITICORP RESIDENTIAL MORTGAGE
SECURITIES INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President