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 March 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 March
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 CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A3 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 Senior Underwriting
Agreement dated March 2, 2007 among CMSI, Citigroup Inc. and Credit Suisse
Securities (USA) LLC (the "Senior Underwriter") (the "Senior Underwriting
Agreement") and in the Subordinated Underwriting Agreement dated March 20,
2007
among CMSI, Citigroup Inc. and Greenwich Capital Markets, Inc (the "Subordinated
Underwriter" and, together with the Senior Underwriter, the "Underwriters")
(the
"Subordinated Underwriting Agreement" and, together with the Senior Underwriting
Agreement, the "Underwriting Agreements").
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, from and including the cut-off date
to
but excluding the closing date, (b) the class IA-IO and IIA-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 and IIA-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 any Underwriter any portion of the
price
paid to CMSI by any Underwriter pursuant to the Underwriting Agreements,
the
Seller shall simultaneously and in the same manner repay to CMSI a proportionate
amount of the Purchase Price as such repayment to any 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.
1
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.
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 Underwriters) 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 Agreements, 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 Agreements, the Pooling Agreement and the certificates and
(iii) the cost of delivering the certificates to the offices of The Depository
Trust Company or the Underwriters, 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
Agreements.
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
0000 Xxxxxxxxxx Xxxxx, X’Xxxxxx, Xxxxxxxx 00000, Attn: Xxxxxx X. Xxxxxxx or if
sent to Seller be addressed to it at 0000 Xxxxxxxxxx Xxxxx, X’Xxxxxx, Xxxxxxxx
00000, Attn: General Counsel.
2
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 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.
3
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:
Xxxxxxx
X. Xxxxx
Vice
President
CITICORP
MORTGAGE SECURITIES, INC.
By:
Xxxxxx
X.
Xxxxxxx
President
4
