EXHIBIT 10.1
MORTGAGE LOAN PURCHASE AGREEMENT
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This
Mortgage Loan Purchase Agreement (the "Agreement") dated as of
March
1, 2007 is between Citicorp Trust Bank, fsb, a federal savings bank
("CTB" or
the "Seller"), and Citicorp Residential Mortgage Securities, Inc.,
a Delaware
corporation ("CRMSI"). The Seller agrees to sell, and CRMSI agrees
to purchase,
the mortgage loans 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"),
among CRMSI,
CitiMortgage, Inc., as servicer and certificate administrator, U.S.
Bank
National Association, as trustee (the "Trustee"), and Citibank,
N.A., as paying
agent, certificate registrar and authenticating agent, relating to
the issuance
of CRMSI REMIC Pass-Through Certificates, Series 2007-1. 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 March 21, 2007 (the "Underwriting Agreement"), among CRMSI,
CTB and
Citigroup Global Markets Inc., as Representative of the several
underwriters
(the "Underwriters").
1.
Purchase Price. The purchase price (the "Purchase Price") for
the
Mortgage Loans shall consist of cash in the amount of [ ]% of the
aggregate Loan
Balance thereof as of the Cut-Off Date, plus accrued interest on
the aggregate
Loan Balance of the Mortgage Loans from and including the Cut-Off
Date to but
excluding the Closing Date. Such cash shall be payable by CRMSI to
the Seller on
the Closing Date in same-day funds.
Upon
payment of the Purchase Price, the Seller shall sell, transfer,
assign, set over and otherwise convey to CRMSI 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 such Seller on or
with respect
to the Mortgage Loans, including all amounts received or receivable
by CRMSI on
or with respect to the Mortgage Loans on or after the Cut-Off Date
(but not
payments of principal and interest received on the Mortgage Loans
on or before
the Cut-Off Date and not any Prepayment Charges received or
receivable with
respect to any Mortgage Loan), 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. The Seller agrees to deliver (or cause to be
delivered) to
CRMSI or its designee all documents, instruments and agreements
required to be
delivered by CRMSI to the Trustee under the Pooling Agreement and
such other
documents, instruments and agreements as CRMSI shall reasonably
request. CRMSI
hereby directs the Seller to execute and deliver to the Trustee
assignments of
the Mortgages to the Trustee (and endorsements of any Notes
relating thereto) in
recordable form. Such assignments and endorsements shall not affect
the rights
of the parties hereto or to the Pooling Agreement.
2.
Representations; Warranties. The Seller hereby represents and
warrants
to CRMSI (i) that CRMSI's representations and warranties pursuant
to the Pooling
Agreement to the Trustee with respect to the Mortgage Loans are
true and
correct, (ii) that the Mortgage Loans are being sold by the Seller
hereunder
with the intention of removing them from the estate and assets of
the Seller and
(iii) that the Seller has not dealt with any broker, investment
banker, agent or
other person (other than CRMSI and the Underwriters) who may be
entitled to any
commission or compensation in con
