SUBSEQUENT PURCHASE AGREEMENT
This Subsequent Purchase Agreement dated as of _________, 1996 (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").
Reference is hereby made to the Purchase Agreement dated as of February 1,
1996 between the parties hereto (the "Purchase Agreement") pursuant to which the
Purchaser purchased from the Seller the recreational vehicle installment sales
contracts set forth on Exhibit A thereto (the "Initial Contracts"). The
Purchaser sold the Initial Contracts to the trust established pursuant to the
Trust Agreement dated as of February 1, 1996 between the Purchaser and
______________________________, as trustee (the "Owner Trustee").
Pursuant to the Sale and Servicing Agreement dated as of February 1, 1996
between the CIT RV Owner Trust 1996-A (the "Trust"), the Purchaser and the
Seller, the Purchaser agreed to purchase from the Seller and the Seller agreed
to sell to the Purchaser, subject to the terms and conditions set forth in
Section 3.01D of the Sale and Servicing Agreement, Subsequent Contracts for the
fixed purchase price specified in the Sale and Servicing Agreement for delivery
on the date specified herein. The purchase price for any Subsequent Contract
will be funded from money on deposit in the Pre-Funding Account during the
Funding Period. The purchase of any Subsequent Contract by the Purchaser must be
evidenced by the execution and delivery of a Subsequent Purchase Agreement
substantially in the form of Exhibit B to the Sale and Servicing Agreement.
Accordingly, subject to the terms hereof and the Sale and Servicing Agreement,
the Seller agrees to sell, and the Purchaser agrees to purchase, the
recreational vehicle installment sales contracts set forth on Exhibit A hereto
(collectively, the "Subsequent Contracts"), having an aggregate outstanding
principal balance as of _________, 1996 (the "Subsequent Cut-Off Date") of
$___________________.
The Purchaser and the Seller wish to prescribe the terms and conditions of
the purchase by the Purchaser of the Subsequent Contracts and the servicing and
administration of the Subsequent Contracts.
In consideration of the premises and the mutual agreements hereinafter set
forth, the Purchaser and the Seller agree as follows:
DEFINITIONS
SECTION 1.1. Definitions. Certain capitalized terms used in this Agreement
shall have the respective meanings assigned to them in the Sale and Servicing
Agreement. All references in this Agreement to Articles, Sections, subsections
and exhibits are to the same contained in or attached to this Agreement unless
otherwise specified.
SALE AND CONVEYANCE OF SUBSEQUENT CONTRACTS;
CONTRACT FILES
SECTION 2.1. Sale and Conveyance of Contracts. On __________, 1996 (the
"Subsequent Transfer Date"), subject to the terms and conditions hereof, the
Seller shall sell, transfer, assign absolutely, set over and otherwise convey to
the Purchaser as of the Subsequent Transfer Date (i) all the right, title and
interest of the Company in and to the Subsequent Contracts and all the rights,
benefits, and obligations arising from and in connection with each Subsequent
Contract, (ii) the security interests in the Subsequent Financed Vehicles
granted by the Obligors pursuant to the Subsequent Contracts, (iii) all payments
received by the Company on or with respect to the Subsequent Contracts on or
after the Subsequent Cut-off Date (exclusive of payments with respect to Post
Cut-off Date Insurance Add-Ons), (iv) the interest of the Company in any
Subsequent Financed Vehicle (including any right to receive future Net
Liquidation Proceeds) that secures the Subsequent Contracts and that shall have
been repossessed by the Servicer by or on behalf of the Trust; (v) all rights of
the Company to proceeds of Insurance Policies covering the Obligors and the
Subsequent Contracts, (vi) the proceeds from any Servicer's Errors and Omissions
Protection Policy, any fidelity bond and any blanket hazard policy, to the
extent such proceeds relate to any Subsequent Financed Vehicle, (vii) all rights
of recourse against any cosigner or under any personal guarantee with respect to
the Subsequent Contracts (other than any right as against a Dealer under a
Dealer Agreement), (viii) all proceeds in any way derived from any of the
foregoing items, and (ix) all documents contained or required to be contained in
the Contract Files relating to the Subsequent Contracts. The parties intend and
agree that the conveyance of the Seller's right, title and interest in and to
the Subsequent Contracts (and all rights, entitlements and amounts listed above)
pursuant to this Agreement shall constitute an absolute sale.
SECTION 2.2. Purchase Price; Payments on the Subsequent Contracts.
A. The purchase price for the Subsequent Contracts shall be an amount equal
to $________________, which is the aggregate outstanding principal balance of
the Subsequent Contracts transferred pursuant to this Agreement as of the
Subsequent Cut-off Date, and the Seller hereby acknowledges receipt of such
amount in respect of the sale of the Subsequent Contracts hereunder. Such
purchase price shall be payable in immediately available funds on the Subsequent
Transfer Date from funds on deposit in the Pre-Funding Account.
B. The Purchaser shall be entitled to all payments of principal and
interest received on or after the Subsequent Cut-off Date. All payments of
principal and interest received before the Subsequent 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 Subsequent Contracts
received by the Seller that belong to the Purchaser under the terms of this
Agreement.
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SECTION 2.3. Conditions to Sale of Subsequent Contracts. The Purchaser's
obligations hereunder are subject to the following conditions:
A. The Purchaser shall have received: the Sale and Servicing Agreement
executed by all the parties thereto, the documents listed in Section 3.01D of
the Sale and Servicing Agreement, and such other opinions and documents as the
Purchaser may reasonably require in connection with the purchase of the
Subsequent Contracts hereunder or the sale of the Notes and Certificates;
B. The representations and warranties with respect to the Subsequent
Contracts of (i) the Seller and the Servicer made in the Sale and Servicing
Agreement and (ii) the Seller made in the Purchase Agreement and this Agreement
shall be true and correct with respect to the Subsequent Contracts on the
Subsequent Transfer Date; and
C. The conditions for transfer of the Subsequent Contracts from the
Purchaser to the Trust set forth in Section 3.01D of the Sale and Servicing
Agreement have been fulfilled.
SECTION 2.4. Examination of Files. The Seller will make the Contract Files
with respect to the Subsequent 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 2.5. Transfer of Subsequent Contracts. Pursuant to the Sale and
Servicing Agreement, the Purchaser will assign all of its right, title and
interest in and to the Subsequent 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, by written notice to the Seller and without the consent of the
Seller, and the assignee shall succeed to the rights and obligations hereunder
of the Purchaser.
REPRESENTATIONS AND WARRANTIES OF THE SELLER;
REPURCHASE OF CONTRACTS
SECTION 3.1. Representations and Warranties of the Seller.
A. The representations and warranties of the Seller contained in Article
III of the Sale and Servicing Agreement with respect to the Subsequent Contracts
are incorporated herein, and are made to the Purchaser on the Subsequent
Transfer Date, 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 Article III of the
Sale and Servicing Agreement. On the Subsequent Transfer Date, the Seller shall
deliver to the Purchaser an Officers' Certificate, dated the Subsequent Transfer
Date, to the effect that the representations and warranties made in the Sale and
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Servicing Agreement with respect to the Subsequent Contracts by the Seller are
true and correct as of the Subsequent Transfer Date.
B. It is understood and agreed that the representations and warranties
incorporated by reference in this Agreement by Section 3.1.A hereof shall remain
operative and in full force and effect, shall survive the transfer and
conveyance of the Subsequent 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 3.1 to indemnify the Purchaser and the Servicer as provided in this
Section 3.1. 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.
discovery of such breach by the Purchaser or the Servicer or notice thereof
by the Seller to the Purchaser and the Servicer, b. failure by the Seller to
cure such breach and c. demand upon the Seller by the Purchaser for all amounts
payable in respect of such Subsequent Contract.
MISCELLANEOUS PROVISIONS
SECTION 4.1. 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 4.2. 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 4.3. Termination. The Seller's obligations under this Agreement
shall survive the sale of the Subsequent Contracts to the Purchaser.
SECTION 4.4. 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.
in the case of the Seller, The CIT Group/Sales Financing, Inc., ▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Attention: President, or such other address
as may hereafter be furnished to Purchaser in writing by the Seller, or b. in
the case of the Purchaser, The CIT Group Securitization Corporation II, ▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Attention: President, or such other address
as may hereafter be furnished to the Seller by the Purchaser.
SECTION 4.6. 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 4.7. 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.
SECTION 4.8. Opinion. The Counsel to the Seller shall deliver to the
Purchaser and the Trustees an opinion in the form of Exhibit B hereto.
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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:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
THE CIT GROUP/SALES FINANCING, INC.,
as Seller
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
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EXHIBIT A
List of Subsequent Contracts
EXHIBIT B
FORM OF OPINION OF COUNSEL
[Date]
-----------------------------,
solely in its capacity as Indenture Trustee
under the Sale and Servicing Agreement referred
to herein
----------------------
-------, -- -----
------------------------------,
solely in its capacity as Owner Trustee
under the Sale and Servicing Agreement
-------------------
__________, DE _____
Dear Sirs,
I have acted as counsel to The CIT Group/Sales Financing, Inc. ("CITSF")
and The CIT Group Securitization Corporation II, a Delaware corporation (the
"Company"), in connection with the sale of CIT RV Owner Trust 1996-A, Class A
____% Asset Backed Notes (the "Notes") and ____% Asset Backed Certificates (the
"Certificates" and, collectively with the Notes, the "Securities"). The Notes
represent obligations of, and the Certificates represent interests in, a trust,
the CIT RV Owner Trust 1996-A (the "Trust"), consisting of a pool of installment
sale contracts secured by new and used recreational vehicles (collectively, the
"Contracts") and certain related property. The Company purchased certain of the
Contracts from CITSF (the "Initial Contracts") pursuant to a Purchase Agreement,
dated as of February 1, 1996, by and between CITSF and the Company. Additional
Contracts are being purchased by the Company from CITSF (the "Subsequent
Contracts") pursuant to the Subsequent Purchase Agreement dated as of _________,
1996 (the "Subsequent Purchase Agreement"). Pursuant to a Sale and Servicing
Agreement, dated as of February 1, 1996 (the "Sale and Servicing Agreement"),
among the Company, CITSF and the Trust, the Company transferred the Initial
Contracts to the Trust. The Company will also transfer, pursuant to the Sale and
Servicing Agreement, the Subsequent Contracts to the Trust, the corpus of which
will consist of each of the Initial Contracts and the Subsequent Contracts and
certain other property transferred by the Company to the Trust.
All capitalized terms used herein and not defined shall have the meanings
assigned to them in the Subsequent Purchase Agreement.
In rendering the following opinions, I have examined (i) the Subsequent
Purchase Agreement; (ii) the Sale and Servicing Agreement; (iii) the Certificate
of Incorporation of each of CITSF and the Company; (iv) the By-laws of each of
CITSF and the Company; (v) copies of certain unanimous consents adopted by the
Board of Directors of the Company authorizing the issuance and sale of the
Securities and the purchase of the Contracts; and (vi) copies of certain
unanimous written consents of the Board of Directors of CITSF. I have also
examined such other documents and made such investigations of law as I have
considered necessary and appropriate for the purposes of the opinions expressed
herein. I have assumed the authenticity of signatures on original documents and
the conformity to the original of all documents submitted to me as certified,
conformed or photostatic copies and have relied as to all matters of fact on
certificates, representations or statements by officers of the Company or CITSF.
In making my examination of agreements, instruments and other documents and
in giving opinions herein, I have assumed that the Trustees have and had the
power and capacity to execute and deliver such agreements, instruments and other
documents and to perform all of their obligations thereunder and that such
agreements, instruments and other documents were duly authorized by all
requisite action by or on behalf of the Trustees were duly executed,
acknowledged, as necessary, and delivered by or on behalf of and are the legal,
valid and binding obligations of, and are enforceable in accordance with their
terms against, the Trustees.
Based upon, and subject to, the foregoing I am of the opinion that:
The Subsequent Purchase Agreement has been duly authorized, executed and
delivered by each of CITSF and the Company and constitutes the legal, valid and
binding agreement of each of CITSF and the Company, and is enforceable against
each of CITSF and the Company in accordance with its terms; the Subsequent
Purchase Agreement is effective to transfer all of CITSF's right, title and
interest in and to the Subsequent Contracts and other property described in
Section 2.1 of the Subsequent Purchase Agreement to the Company; the Sale and
Servicing Agreement is effective to transfer all of the Company's right, title
and interest in and to such Subsequent Contracts and other property to the Trust
subject to no prior liens or encumbrances.
No consent, approval, authorization or order of, registration or filing
with, or notice to any governmental authority or court is required under federal
laws or the laws of the State of Delaware for the execution, delivery and
performance by the Company of the Subsequent Purchase Agreement or the
consummation of any other transaction contemplated thereby by the Company,
except for those which have been obtained or except such as may be required
under the Securities Act of 1933, as amended or the regulations promulgated
thereunder or state securities or Blue Sky laws of any jurisdiction.
No consent, approval, authorization or order of, registration or filing
with, or notice to, any governmental authority or court is required under
federal laws or the laws of the State of Delaware for the execution, delivery
and performance by CITSF of the Subsequent Purchase Agreement or the
consummation of any other transaction contemplated thereby by CITSF except for
those which have been obtained or except such as may be required under the
Securities Act of 1933, as amended or the regulations promulgated thereunder or
state securities or Blue Sky laws of any jurisdiction.
I am furnishing this opinion to you solely for your benefit. This opinion
is not to be used, circulated, quoted or otherwise referred to or relied on by
any other person or for any other purpose.
The foregoing opinion is given on the express understanding that the
undersigned is an officer of the Company and CITSF and shall in no event incur
any personal liability in connection with the said opinion.
Very truly yours,
ASSIGNMENT OF SUBSEQUENT CONTRACTS
For good and valuable consideration in the amount of $______________ paid
by THE CIT GROUP SECURITIZATION CORPORATION II (the "Purchaser"), to THE CIT
GROUP/SALES FINANCING, INC. (the "Seller"), CITSF does hereby sell, transfer,
assign absolutely, set over and otherwise convey to the Purchaser as of the
Subsequent Transfer Date (i) all the right, title and interest of the Company in
and to the recreational vehicle intallment sales contracts set forth on Exhibit
A to the Subsequent Purchase Agreement, dated as of _________, 1996, between the
Purchaser and the Seller (the "Subsequent Contracts") and all the rights,
benefits, and obligations arising from and in connection with each Subsequent
Contract, (ii) the security interests in the Subsequent Financed Vehicles
granted by the Obligors pursuant to the Subsequent Contracts, (iii) all payments
received by the Company on or with respect to the Subsequent Contracts on or
after the Subsequent Cut-off Date (exclusive of payments with respect to Post
Cut-off Date Insurance Add-Ons), (iv) the interest of the Company in any
Subsequent Financed Vehicle (including any right to receive future Net
Liquidation Proceeds) that secures the Subsequent Contracts and that shall have
been repossessed by the Servicer by or on behalf of the Trust; (v) all rights of
the Company to proceeds of Insurance Policies covering the Obligors and the
Subsequent Contracts, (vi) the proceeds from any Servicer's Errors and Omissions
Protection Policy, any fidelity bond and any blanket hazard policy, to the
extent such proceeds relate to any Subsequent Financed Vehicle, (vii) all rights
of recourse against any cosigner or under any personal guarantee with respect to
the Subsequent Contracts (other than any right as against a Dealer under a
Dealer Agreement), (viii) all proceeds in any way derived from any of the
foregoing items, and (ix) all documents contained or required to be contained in
the Contract Files relating to the Subsequent Contracts. The parties intend and
agree that the conveyance of the Seller's right, title and interest in and to
the Subsequent Contracts (and all rights, entitlements and amounts listed above)
pursuant to this Agreement shall constitute an absolute sale. Certain
capitalized terms used in this Assignment shall have the respective meanings
assigned to them in the Sale and Servicing Agreement, dated as of February 1,
1996, among The CIT Group Securitization Corporation II, CITSF and the CIT RV
Owner Trust 1996-A.
IN WITNESS WHEREOF, the undersigned has caused this Assignment to be duly
executed this day of _______, 1996.
THE CIT GROUP/SALES FINANCING, INC.
By:
------------------------------------
Name:
Title:
