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EXHIBIT 10.1
EXECUTION COPY
MORTGAGE LOAN PURCHASE AGREEMENT
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This Mortgage Loan Purchase Agreement (the "Agreement") dated as
of
November 1, 2006 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 November 1, 2006 (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 2006-3.
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 16, 2006 (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 compen
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