FROM OF MORTGAGE LOAN PURCHASE AGREEMENT
This
Mortgage Loan Purchase Agreement (the "Agreement") dated as of
October 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 October 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-A8 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 September
24, 2007 (the "Underwriting Agreement") among CMSI, Citigroup
Inc. and Credit Suisse Securities (USA) LLC (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, from and including the cut-off date to
but excluding the closing date, (b) the class A-IO, B-1, B-2,
B-3, B-4, B-5 and B-6 certificates, and (c) the class LR
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 A-IO,
B-1, B-2, B-3, B-4, B-5 and B-6 certificates and (b) the class
LR certificates evidencing the residual interests in the
REMIC. 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.
