EXHIBIT 10.1
MORTGAGE LOAN PURCHASE AGREEMENT
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This Mortgage Loan Purchase Agreement (the "Agreement") dated as of March
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 March 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 2007-1. 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 21, 2007 (the "Underwriting Agreement"), among CRMSI, CTB and
Citigroup Global Markets Inc., as Representative of the several underwriters
(the "Underwriters").
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 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 Underwriters) 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, 0000 Xxxxxxxxxx Xxxxx, X'Xxxxxx, Xxxxxxxx
00000-0000, Attn: Xxxxxx X. Xxxxxxx, with a copy to Xxxxxxxx X. Xxxxxxx, General
Counsel, Citicorp Trust Bank, fsb, 0000 Xxxxxx Xxxxxxxxx, Xxxxxx, Xxxxx 00000,
or if sent to CRMSI, will be delivered to Citicorp Residential Mortgage
Securities, Inc., 0000 Xxxxxxxxxx Xxxxx, X'Xxxxxx, Xxxxxxxx 00000-0000, Attn:
Xxxxxx X. Xxxxxxx, with a copy to Xxxxxxx X. Xxxxxxx, General Counsel, Finance
and Capital Markets, Citigroup Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
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/ Xxxx Xxxx
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Name: Xxxx Xxxx
Title: Chief Financial Officer
CITICORP RESIDENTIAL MORTGAGE
SECURITIES INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Vice President
