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 a
