EXHIBIT
      10.1

     

     

    

      FORM
        OF MORTGAGE LOAN PURCHASE AGREEMENT

      


      This
        Mortgage Loan Purchase Agreement (the "Agreement") dated as of October 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 October
        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 Citicorp Mortgage Securities Trust, Series 2006-5 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 September 22, 2006 among CMSI, Citigroup Inc. and HSBC
        Securities (USA) Inc. (the "Senior Underwriter") (the "Senior Underwriting
        Agreement") and in the Subordinated Underwriting Agreement dated October
        20,
        2006 among CMSI, Citigroup Inc. and Citigroup Global Markets Inc (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").

      


      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


      
        
           

        

        
          1

          
            

          

        

        
           

        

      


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

      


      1. 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.

      


      2. 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.

      


      3. 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.

      


      4. 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.

      


      5. 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.

      


      6. 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.

      


      7. 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


      
        
           

        

        
          2

          
            

          

        

        
           

        

      


      made
        by
        CMSI therein.

      


      8. 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.

      


      9. 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.

      


      


      
        
           

        

        
          3

          
            

          

        

        
           

        

      



      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:         

      Jeffrey
        K. Sarni

      Vice
        President

      


      


      


      CITICORP
        MORTGAGE SECURITIES, INC.

      


      


      


      By:            

      Daniel
        P.
        Hoffman

      President

      
 

       

       

       

      
        
           

        

        
          4