FORM OF MORTGAGE LOAN PURCHASE AGREEMENT
EXHIBIT
10.1
FORM
OF MORTGAGE LOAN PURCHASE AGREEMENT
This
Mortgage Loan Purchase Agreement (the "Agreement") dated as of February 1,
2007
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 February
1,
2007 (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 Citicorp Mortgage Securities Trust, Series 2007-2 REMIC Pass-Through
Certificates 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 January 31, 2007 (the "Underwriting Agreement"), among CMSI, Citigroup
Inc. and Greenwich Capital Markets, 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 6.00% 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: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 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.
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9. Cross-Receipt.
The
Seller, by executing this Agreement below, hereby 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:
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇
Vice
President
CITICORP
MORTGAGE SECURITIES, INC.
By:
▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇
President
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