EXHIBIT
10.1
FORM OF MORTGAGE LOAN PURCHASE
AGREEMENT
This Mortgage Loan Purchase Agreement (the
"Agreement") dated as of December 1, 2006 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 December 1, 2006 (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 2006-A7 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
November 21, 2006 (the "Underwriting Agreement"), among CMSI,
Citigroup Inc. and Credit Suisse Securities (USA) LLC (the
"Underwriter").
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 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
record
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