PURCHASE AGREEMENT
This Purchase Agreement dated as of May 1, 1999 (the "Agreement"), is
between THE CIT GROUP SECURITIZATION CORPORATION II, as purchaser (the
"Purchaser"), and THE CIT GROUP/SALES FINANCING, INC., as seller (the "Seller").
Subject to the terms hereof, the Seller agrees to sell, and the
Purchaser agrees to purchase, the recreation vehicle simple interest retail
installment sale contracts and direct loans set forth on Exhibit A
(collectively, the "Contracts"), having an aggregate outstanding principal
balance as of May 1, 1999 (the "Cut-off Date"), of approximately $565,515,624.
It is the intention of the Seller and the Purchaser that the Purchaser
shall sell the Contracts to the CIT RV Trust 1999-A (the "Trust") and the
Purchaser shall enter into a Sale and Servicing Agreement, dated as of the date
hereof (the "Sale and Servicing Agreement"), with the Trust and the Seller. The
Trust will issue the 7.21% Asset-Backed Certificates (the "Certificates")
pursuant to the Trust Agreement and the Class A-1 5.33% Asset-Backed Notes, the
Class A-2 5.78% Asset-Backed Notes, the Class A-3 5.96% Asset-Backed Notes, the
Class A-4 6.16% Asset-Backed Notes and the Class A-5 6.24% Asset-Backed Notes
(collectively, the "Class A Notes") and the Class B 6.44% Asset-Backed Notes
(the "Class B Notes" and, together with the Class A Notes, the "Notes" and,
together with the Certificates, the "Securities") pursuant to the Indenture.
The Purchaser and the Seller wish to prescribe the terms and conditions
of the purchase by the Purchaser of the Contracts and the servicing and
administration of the Contracts.
In consideration of the premises and the mutual agreements hereinafter
set forth, the Purchaser and the Seller agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Definitions. Capitalized terms not otherwise defined in
this Agreement shall have the respective meanings assigned to them in the Sale
and Servicing Agreement. All references in this Purchase Agreement to Articles,
Sections, subsections and exhibits are to the same contained in or attached to
this Purchase Agreement unless otherwise specified.
ARTICLE II
SALE AND CONVEYANCE OF CONTRACTS;
CONTRACT FILES
SECTION 2.01. Sale and Conveyance of Contracts. On the Closing Date,
subject to the terms and conditions hereof, the Seller shall and by execution of
this Agreement does, sell, transfer, assign absolutely, set over and otherwise
convey to the Purchaser without recourse, except for the terms of this
Agreement, and the Purchaser shall, and by execution of this Agreement hereby
does, purchase (i) all the right, title and interest of the Seller in and to the
Contracts and all the rights, benefits, and obligations arising from and in
connection with each Contract, (ii) an assignment of the security interests in
the Financed Vehicles granted by the Obligors and any accessions thereto
pursuant to the Contracts, (iii) all monies received by the Seller on or with
respect to the Contracts on or after the Cut-off Date (exclusive of (a) payments
with respect to Post Cut-off Date Insurance Add-Ons and (b) interest due and
payable prior to the Cut-off Date), (iv) the interest of the Seller in the
Financed Vehicles (including any right to receive future Net Liquidation
Proceeds) that secures the Contracts and that shall have been repossessed by the
Servicer by or on behalf of the Trust; (v) all rights of the Seller to proceeds
from Insurance Policies covering individual Financed Vehicles or the Obligors
and the Contracts, (vi) the proceeds from any Servicer's Errors and Omissions
Protection Policy, any fidelity bond and any blanket physical damage policy, to
the extent such proceeds relate to any Financed Vehicle, (vii) all rights of
recourse against any cosigner or under any personal guarantee with respect to
the Contracts (other than any right as against a Dealer under a Dealer
Agreement), (viii) all amounts credited to the Collection Account, (ix) all
proceeds in any way derived from any of the foregoing items, and (x) all
documents contained in the Contract Files relating to the Contracts. The parties
intend and agree that the conveyance of the Seller's right, title and interest
in and to the Contracts pursuant to this Agreement shall constitute an absolute
sale.
The Seller hereby declares and covenants that it shall at no time have
any legal, equitable or beneficial interest in, or any right, including without
limitation any reversionary or offset right, to the Collection Account and the
Reserve Account, and that, in the event it receives any of the same, it shall
hold same in trust for the benefit of the Trust on behalf of the Securityholders
and shall immediately endorse over to the Trust any such amount it receives.
SECTION 2.02. Purchase Price; Payments on the Contracts.
(a) The purchase price for the Contracts shall be an amount equal to
$565,515,624. Such purchase price shall be payable in immediately available
funds on the Closing Date.
(b) The Purchaser shall be entitled to all payments of principal and
interest received on or after the Cut-off Date (other than interest due and
payable prior to the Cut-off Date). All payments of principal and interest
received before the Cut-off Date shall belong to the Seller. The Seller shall
hold in trust for the Purchaser and shall promptly remit to the Purchaser, any
payments on the Contracts received by the Seller that belong to the Purchaser
under the terms of this Agreement.
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SECTION 2.03. Conditions to Sale of Contracts. The Purchaser's
obligations hereunder are subject to the following conditions:
(a) The Purchaser shall have received (i) the Sale and Servicing
Agreement executed by all the parties thereto, (ii) all documents required by
the Sale and Servicing Agreement and (iii) such other opinions and documents as
the Purchaser may reasonably require in connection with the purchase of the
Contracts hereunder or the sale of the Notes and the Certificates;
(b) The representations and warranties of the Servicer made in the Sale
and Servicing Agreement shall be true and correct on the Closing Date; and
(c) The Purchaser shall have received from counsel to the Seller a
letter stating that the Purchaser may rely on such counsel's opinion delivered
pursuant to the Sale and Servicing Agreement and such counsel's opinions to
Xxxxx'x Investors Service and Standard and Poor's Rating Services in respect of
the sale of the Contracts to the Purchaser by the Seller, or such opinions may
be addressed and delivered to the Purchaser.
SECTION 2.04. Examination of Files. The Seller will make the Contract
Files with respect to the Contracts available to the Purchaser or its agent for
examination at the Trust's offices or such other location as otherwise shall be
agreed upon by the Purchaser and the Seller.
SECTION 2.05. Transfer of Contracts. Pursuant to the Sale and Servicing
Agreement, the Purchaser will assign all of its right, title and interest in and
to the Contracts to the Trust for the benefit of the Securityholders. The
Purchaser has the right to assign its interest under this Agreement as may be
required to effect the purposes of the Sale and Servicing Agreement, without the
consent of the Seller, and the assignee of the Purchaser's rights hereunder
shall succeed to the rights and obligations hereunder of the Purchaser.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLER;
REPURCHASE OF CONTRACTS
SECTION 3.01. Representations and Warranties of the Seller.
(a) The representations and warranties of the Seller (in its capacity as
Servicer) contained in the Sale and Servicing Agreement are incorporated herein,
and are made to the Purchaser on the date hereof, as if set forth herein and as
if made to the Purchaser on the date hereof. The Seller will make such
representations and warranties in the Sale and Servicing Agreement directly to
the Trust and will become obligated in respect of such representations and
warranties pursuant to the Sale and Servicing Agreement. On the Closing Date,
the Seller shall deliver to the Purchaser an Officer's Certificate, dated the
Closing Date, to the effect that the representations and warranties made in the
Sale and Servicing Agreement by the Seller (in its capacity as Servicer) are
true and correct as of the Closing Date.
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(b) It is understood and agreed that the representations and warranties
incorporated by reference in this Agreement by Section 3.01(a) hereof shall
remain operative and in full force and effect, shall survive the transfer and
conveyance of the Contracts by the Seller to the Purchaser and by the Purchaser
to the Trust, and shall inure to the benefit of the Purchaser, the Trust and
their successors and permitted assignees.
(c) The Seller shall indemnify the Purchaser and the Servicer and hold
the Purchaser and the Servicer harmless against any loss, penalties, fines,
forfeitures, legal fees and related costs, judgments and other costs and
expenses resulting from any claim, demand, defense or assertion based on or
grounded upon, or resulting from, a breach of the Seller's representations and
warranties contained or incorporated by reference in this Agreement. It is
understood and agreed that the obligation of the Seller set forth in this
Section 3.01 to indemnify the Purchaser and the Servicer as provided in this
Section 3.01 constitutes the sole remedy of the Purchaser and the Servicer
respecting a breach of the foregoing representations and warranties. The Trust
shall also have the remedies provided in the Sale and Servicing Agreement.
(d) Each indemnified party shall give prompt notice to the Seller of any
action commenced against it with respect to which indemnity may be sought
hereunder but failure to so notify an indemnifying party shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement, unless the failure to notify materially prejudices the rights and
condition of the Seller. The Seller shall be entitled to participate in any such
action, and to assume the defense thereof, and after notice from the Seller to
an indemnified party of its election to assume the defense thereof, the Seller
will not be liable to such indemnified party under this Section for any legal or
other expenses subsequently incurred by such indemnified party in connection
with the defense thereof.
(e) Any cause of action against the Seller or relating to or arising out
of the breach of any representations and warranties made or incorporated by
reference in this Section 3.01 shall accrue as to any Contract upon (i)
discovery of such breach by the Purchaser or the Servicer or notice thereof by
the Seller to the Purchaser and the Servicer, (ii) failure by the Seller to cure
such breach and (iii) demand upon the Seller by the Purchaser for all amounts
payable in respect of such Contract.
ARTICLE IV
MISCELLANEOUS PROVISIONS
SECTION 4.01. Amendment. This Agreement may be amended from time to
time by the Seller and the Purchaser by written agreement signed by the Seller
and the Purchaser.
SECTION 4.02. Counterparts. For the purpose of facilitating the
execution of this Agreement as herein provided and for other purposes, this
Agreement may be executed simultaneously in any number of counterparts, each of
which counterparts shall be deemed to be an original, and such counterparts
shall constitute but one and the same instrument.
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SECTION 4.03. Termination. The Seller's obligations under this
Agreement shall survive the sale of the Contracts to the Purchaser.
SECTION 4.04. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
SECTION 4.05. Notices. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed by
first class mail, postage prepaid, to (i) in the case of the Seller, The CIT
Group/Sales Financing, Inc., 000 XXX Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000,
Attention: President, or such other address as may hereafter be furnished to
Purchaser in writing by the Seller or (ii) in the case of the Purchaser, The CIT
Group Securitization Corporation II, 000 XXX Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx
00000, Attention: President, or such other address as may hereafter be furnished
to the Seller by the Purchaser.
SECTION 4.06. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement.
SECTION 4.07. Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the Seller and the Purchaser and their respective
successors and assigns, as may be permitted hereunder.
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IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names
to be signed hereto by their respective officers thereunto duly authorized as of
the day and year first above written.
THE CIT GROUP SECURITIZATION
CORPORATION II,
as Purchaser
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
THE CIT GROUP/SALES FINANCING, INC.,
as Seller
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
EXHIBIT A
List of Contracts
