formofmlpa.htm


     

     

     

     

    EXHIBIT
      10.1

    

      FORM
        OF MORTGAGE LOAN PURCHASE AGREEMENT

      


      This
        Mortgage Loan Purchase Agreement (the "Agreement") dated as of May 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 May 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 CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A5 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 April 27, 2007 among
        CMSI,
        Citigroup Inc. and HSBC Securities (USA) Inc. (the "Senior Underwriter")
        (the
        "Senior Underwriting Agreement") and in the Subordinated Underwriting Agreement
        dated May 21, 2007 among CMSI, Citigroup Inc. and Greenwich Capital 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").

      


      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, from and including
        the
        cut-off date to but excluding the closing date, (b) the class IA-IO and IIA-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 and IIA-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


      
        
           

        

        
          1

          
            

          

        

        
           

        

      


      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.

      


      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


      
        
           

        

        
          2

          
            

          

        

        
           

        

      


      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.

      


      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.

      



      
        
           

        

        
          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:__________________________

      Deborah
        A. Snow

      Vice
        President

      


      


      


      CITICORP
        MORTGAGE SECURITIES, INC.

      


      


      


      By:__________________________

         
    David
        L.
        Hicks

      Assistant
        Vice President

      



      
        
           

        

        
          4