formofmlpa.htm


     

     

     

     

    EXHIBIT
      10.1

    
 

    FORM
      OF MORTGAGE LOAN PURCHASE AGREEMENT

    


    This
      Mortgage Loan Purchase Agreement (the "Agreement") dated as of June 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 June 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 2007-5 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 Senior Underwriting
      Agreement dated May 24, 2007 among CMSI, Citigroup Inc. and Citigroup Global
      Markets Inc. (the "Senior Underwriter") (the "Senior Underwriting Agreement")
      and in the Subordinated Underwriting Agreement dated June 20, 2007 among CMSI,
      Citigroup Inc. and UBS Securities LLC (the "Subordinated Underwriter" and,
      together with the Senior Underwriter, the "Underwriters") (the "Subordinated
      Underwriting Agreement" and, together with the Senior Underwriting Agreement,
      the "Underwriting Agreements").

    


    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 any Underwriter any portion of the price paid to CMSI
      by
      any Underwriter pursuant to the Underwriting Agreements, the Seller shall
      simultaneously and in the same manner repay to CMSI a proportionate amount
      of
      the Purchase Price as such repayment to any 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


    
      
         

      

      
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    assignments
      and endorsements shall not affect the rights of the parties hereto or to the
      Pooling Agreement.

    


    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 Underwriters) 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 Agreements, 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 Agreements, the Pooling Agreement and the certificates and
      (iii) the cost of delivering the certificates to the offices of The Depository
      Trust Company or the Underwriters, 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
      Agreements.

    


    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 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:                                                      

    Deborah
      A. Snow

    Vice
      President

    


    


    


    CITICORP
      MORTGAGE SECURITIES, INC.

    


    


    


    By:                                                      

    David
      L.
      Hicks

    Assistant
      Vice President

    



    
      
         

      

      
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