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.
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