EXHIBIT
10.1
FORM OF MORTGAGE LOAN PURCHASE
AGREEMENT
This Mortgage Loan Purchase Agreement (the
"Agreement") dated as of April 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 April 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-A4 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 27, 2007 among CMSI, Citigroup Inc. and Morgan Stanley &
Co. Incorporated (the "Senior Underwriter") (the "Senior
Underwriting Agreement") and in the Subordinated Underwriting
Agreement dated April 19, 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
reasonabl
|