PURCHASE AGREEMENT
This Purchase Agreement dated as of July 1, 1997 (the
"Agreement"), is between THE CIT GROUP/CONSUMER FINANCE, INC., as purchaser (the
"Purchaser"), and THE CIT GROUP/CONSUMER FINANCE, INC. (NY), as seller (the
"Seller").
Subject to the terms hereof, the Seller agrees to sell, and
the Purchaser agrees to purchase, the home equity mortgage loans set forth on
Exhibit A (collectively, the "Mortgage Loans"), having an aggregate outstanding
principal balance as of July 1, 1997 (the "Cut-off Date") of approximately
$23,917,769.60.
It is the intention of the Seller and the Purchaser that the
Purchaser shall sell the Mortgage Loans to The CIT Group Securitization
Corporation III (the "Company") and the Company will sell the Mortgage Loans to
The Bank of New York, as trustee (the "Trustee"), and shall enter into a Pooling
and Servicing Agreement, dated as of the date hereof (the "Pooling and Servicing
Agreement"), with The CIT Group/Consumer Finance, Inc., as seller and master
servicer and the Trustee, pursuant to which Home Equity Loan Asset Backed
Certificates, Series 1997-1 (the "Certificates"), evidencing ownership interests
in the Mortgage Loans, will be issued.
The Purchaser and the Seller wish to prescribe the terms and
conditions of the purchase by the Purchaser of the Mortgage Loans.
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. Certain capitalized terms used in
this Agreement shall have the respective meanings assigned to them in the
Pooling 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 MORTGAGE LOANS
SECTION 2.01. Sale and Conveyance of Mortgage Loans. On the
Closing Date, subject to the terms and conditions hereof, the Seller shall, and
by execution of this Agreement hereby 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 Mortgage Loans, including, without limitation, the security
interests in the related Mortgaged Properties and any related Mortgages and
Notes, the Seller's interest in any related Mortgaged Property which has been
acquired by foreclosure or deed in lieu of foreclosure, and all payments thereon
and proceeds of the conversion thereof, voluntary or involuntary, and all
interest and principal received by the Seller on or with respect to the
Mortgage Loans on and after the Cut-off Date, (ii) all rights under any Hazard
Insurance Policy relating to a Mortgaged Property securing a Mortgage Loan for
the benefit of the creditor of such Mortgage Loan, (iii) the proceeds from any
Errors and Omissions Protection Policy and all rights under any blanket hazard
insurance policy to the extent they relate to the Mortgage Loan or the Mortgaged
Properties related thereto, (iv) all documents contained in the Files with
respect to the Mortgage Loans, and (v) all proceeds in any way derived from any
of the foregoing. The parties intend and agree that the conveyance of the
Seller's right, title and interest in and to the Mortgage Loans 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
Certificate 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
Certificateholders and shall immediately endorse over to the Trust any such
amount it receives.
SECTION 2.02. Purchase Price; Payments on the Mortgage Loans.
(a) The purchase price for the Mortgage Loans shall be an
amount equal to $23,917,769.60. 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. 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 Mortgage Loans received by the
Seller that belong to the Purchaser under the terms of this Agreement.
SECTION 2.03. Transfer of Mortgage Loans. Pursuant to a
Purchase Agreement between the Company and the Purchaser, the Purchaser shall
transfer all of its right, title and interest to the Mortgage Loans to the
Company and pursuant to the Pooling and Servicing Agreement, the Company will
assign all of its right, title and interest in and to the Mortgage Loans to the
Trustee for the benefit of the Certificateholders. The Purchaser shall assign
its interest under this Agreement to the Company under and pursuant to a
purchase agreement and the Company shall assign its interest under this
Agreement to the Trustee under and pursuant to the Pooling and Servicing
Agreement and the Company and the Trustee shall succeed to the rights and
obligations hereunder of the Purchaser.
SECTION 2.04. Examination of Files. The Seller will make the
Files with respect to the Mortgage Loans available to the Purchaser, its agent
and its assignees and their agents 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 Recordation of Mortgages. Upon request of the
Trustee or the Master Servicer under the Pooling and Servicing Agreement, at the
Seller's expense, the Seller shall use its best efforts and cooperate in the
preparation, execution and recording of
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assignments of Mortgages related to the Mortgage Loans required to protect the
interests of the Trustee in the Mortgage Loans and the Mortgaged Property.
ARTICLE III
MISCELLANEOUS PROVISIONS
SECTION 3.01. Amendment. This Agreement may be amended from
time to time by the Seller and the Purchaser by written agreement signed by the
Seller, the Purchaser and the Trustee.
SECTION 3.02. 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.
SECTION 3.03. Termination. The Seller's obligations under this
Agreement shall survive the sale of the Mortgage Loans to the Purchaser.
SECTION 3.04. 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 3.05. 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
Purchaser, The CIT Group/Consumer Finance, Inc., 000 XXX Xxxxx, Xxxxxxxxxx, Xxx
Xxxxxx 00000, Attention: President, or such other address as may hereafter be
furnished to Seller in writing by the Purchaser or (ii) in the case of the
Seller, The CIT Group/Consumer Finance, Inc. (NY), 000 XXX Xxxxx, Xxxxxxxxxx,
Xxx Xxxxxx 00000, Attention: President, or such other address as may hereafter
be furnished to the Purchaser by the Seller.
SECTION 3.06. 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 3.07. 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,
including to the benefit of the Company and the Trustee. The Seller and the
Purchaser agree that the Trustee is an intended third party beneficiary of this
Agreement, and that the Trustee has the right to enforce this Agreement as if it
were a party to this Agreement.
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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/CONSUMER FINANCE, INC.,
as Purchaser
By: /s/ XXXXX XXXXXX
--------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
THE CIT GROUP/CONSUMER FINANCE, INC. (NY),
as Seller
By: /s/ XXXXX XXXXXX
--------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
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EXHIBIT A
List of Mortgage Loans
