EXHIBIT 10.1
FORM OF MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (the "Agreement") dated
as of February 1, 2006 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, 2006 (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 CMSI REMIC Pass-Through
Certificates, Series 2006-1, 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 12, 2006 (the "Underwriting Agreement"), among CMSI,
Citigroup Inc. and Credit Suisse Securities (USA) LLC (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 5.50% per annum on the mortgage loans in pool I
and pool V and 5.00% per annum on the mortgage loans in pool II, pool III and
pool IV, from and including the cut-off date to but excluding the closing date,
(b) the class IA-IO, IIA-IO, IIIA-IO, IVA-IO and VA-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, IIIA-IO,
IVA-IO and VA-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 assignments of
the Mortgages to the Trustee (and endorsements of any Mortgage Notes relating
thereto) in recordable form. Such assignments and endorsements shall not affect
the rights of the parties hereto or to the Pooling Agreement.
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2. Representations. The Seller hereby represents and warrants to CMSI (i) that
CMSI's representations and warranties pursuant to the Pooling Agreement to the
Trustee with respect to the mortgage loans are true and correct and (ii) that
the Seller has not dealt with any broker, investment banker, agent or other
person (other than CMSI and the Underwriter) who may be entitled to any
commission or compensation in connection with the sale of the related mortgage
loans. The Seller hereby agrees to cure any breach of such representations and
warranties in accordance with the terms of the Pooling Agreement.
3. Underwriting. The Seller hereby agrees to furnish any and all information,
documents, certificates, letters or opinions reasonably requested by CMSI in
order to perform any of its obligations or satisfy any of the conditions on its
part to be performed or satisfied at or prior to the closing date.
4. Costs. CMSI shall pay all expenses incidental to the performance of its
obligations under the Underwriting Agreement, including without limitation (i)
any recording fees or fees for title policy endorsements and continuations, (ii)
the expenses of preparing, printing and reproducing the Registration Statement,
the Prospectus, the Underwriting Agreement, the Pooling Agreement and the
certificates and (iii) the cost of delivering the certificates to the offices of
The Depository Trust Company or the Underwriter, as the case may be.
5. Indemnification. The Seller hereby agrees to indemnify, defend and hold
harmless CMSI against any and all losses, claims, damages or liabilities (i)
resulting from the Seller's failure to perform any of its obligations hereunder,
(ii) resulting from the inaccuracy of the Seller's representations and
warranties herein or of CMSI's representations and warranties in the Pooling
Agreement or (iii) insofar as such losses, claims, damages or liabilities (or
actions or demands for reimbursement or contribution in respect thereof) arise
out of or are based upon information relating to the Seller or the mortgage
loans pursuant to the Underwriting Agreement.
6. Purchase and Sale; Security Interest. The parties hereto intend the
conveyance by the Seller to CMSI of all of its right, title and interest in and
to the mortgage loans pursuant to this Agreement to constitute a purchase and
sale and not a loan. Notwithstanding the foregoing, to the extent that such
conveyance is held not to constitute a sale under applicable law, it is intended
that this Agreement shall constitute a security agreement under applicable law
and that the Seller shall be deemed to have granted to CMSI a first priority
security interest in all of the Seller's right, title and interest in and to the
mortgage loans.
7. Notices. All demands, notices and communications hereunder shall be in
writing, shall be effective only upon receipt and shall, if sent to CMSI be
addressed to it at 0000 Xxxxxxxxxx Xxxxx, X'Xxxxxx, Xxxxxxxx 00000, Attn: Xxxxx
Xxxx Slough or if sent to Seller be addressed to it at 0000 Xxxxxxxxxx Xxxxx,
X'Xxxxxx, Xxxxxxxx 00000, Attn: General Counsel.
8. Trustee Beneficiary. The representations and agreements made by the Seller in
this Agreement are made for the benefit of, and may be enforced by, the Trustee,
and the holders of certificates to the same extent that the Trustee and the
holders of certificates, respectively, have rights against CMSI under the
Pooling Agreement in respect of representations and agreements made by CMSI
therein.
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9. Cross-Receipt. The Seller, by executing this Agreement below, hereby
acknowledges receipt of the Purchase Price from CMSI. CMSI, by executing this
Agreement below, hereby acknowledges receipt of the Mortgage Loans from the
Seller.
10. Miscellaneous. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York. Neither this Agreement nor
any term hereof may be changed, waived, discharged or terminated except by a
writing signed by the party against whom enforcement of such change, waiver,
discharge or termination is sought. This Agreement may not be changed in any
manner which would have a material adverse affect on holders of any class of
certificates without the prior written consent of the Trustee. The Trustee shall
be protected in consenting to any such change to the same extent provided in
section 10 of the Pooling Agreement. This Agreement may be signed in any number
of counterparts, each of which shall be deemed an original, which taken together
shall constitute one and the same instrument. This Agreement shall bind and
inure to the benefit of and be enforceable by CMSI and the Seller and their
respective successors and assigns; provided, however, that this Agreement cannot
be assigned by either party without the consent of the other party hereto, and
any assignment hereof without such consent shall be void.
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IN WITNESS WHEREOF, CMSI and the Seller have caused this
Agreement to be duly executed by their respective officers as of the day and
year first above written.
CITIMORTGAGE, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Vice President
CITICORP MORTGAGE SECURITIES, INC.
By: /s/ Xxxxxx X. Xxxxxx III
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Xxxxxx X. Xxxxxx III
Vice President
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