FORM OF MORTGAGE LOAN PURCHASE AGREEMENT
This
Mortgage Loan Purchase Agreement (the "Agreement") dated as of
June 1, 2008 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 June 1, 2008
(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 2008-2 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 May 28, 2008
among CMSI, Citigroup Inc. and Citigroup Global Markets Inc.
(the "Underwriter") (the "Underwriting
Agreement").
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 6.50% per annum on the
mortgage loans in pool I and 5.75% 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-PO, IA-IO,
IIA-PO, IIA-IO, B-1, B-2, B-3, B-4, B-5 and B-6 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-PO, IA-IO,
IIA-PO, IIA-IO, B-1, B-2, B-3, B-4, B-5 and B-6 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
