formofmlpa.htm


     

     

     

     

    

      EXHIBIT
10.1

      
 

      
        FORM OF MORTGAGE LOAN
PURCHASE AGREEMENT

        


        This
Mortgage Loan Purchase Agreement (the "Agreement") dated as of June 1, 2008 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 June 1, 2008 (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 2008-2 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 May 28, 2008 among CMSI, Citigroup Inc. and Citigroup Global Markets Inc.
(the "Underwriter") (the "Underwriting Agreement").

        


        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 6.50% per annum on the mortgage loans in
pool I and 5.75% 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-PO, IA-IO,
IIA-PO, IIA-IO, B-1, B-2, B-3, B-4, B-5 and B-6 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-PO, IA-IO, IIA-PO, IIA-IO, B-1,
B-2, B-3, B-4, B-5 and B-6 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
1000 Technology Drive, O’Fallon, Missouri 63368, Attn: Daniel P. Hoffman or if
sent to Seller be addressed to it at 1000 Technology Drive, O’Fallon, Missouri
63368, 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


        
          
             


          

          
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        rights
against CMSI under the Pooling Agreement in respect of representations and
agreements made by CMSI therein.

        


        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:                                                      

        Deborah
A. Snow

        Vice
President

        


        


        


        CITICORP
MORTGAGE SECURITIES, INC.

        


        


        


        By:                                                      

        David L.
Hicks

        Assistant
Vice President

        



        
          
             


          

          
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