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EXHIBIT 10.1
FORM OF MORTGAGE LOAN PURCHASE
AGREEMENT
This Mortgage Loan Purchase Agreement (the
"Agreement") dated as of February 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 February 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 Citicorp Mortgage
Securities Trust, Series 2007-2 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 January 31, 2007 (the "Underwriting
Agreement"), among CMSI, Citigroup Inc. and Greenwich Capital
Markets, Inc. (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 in pool I and 5.50% per annum
on the mortgage loans in pool II and pool III, from and including
the cut-off date to but excluding the closing date, (b) the class
IA-IO, IIA-IO and IIIA-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, IIA-IO and IIIA-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 as
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