Form of Subsequent Sale and Purchase Agreement

 Exhibit 10.2

                 Form of Subsequent Sale and Purchase Agreement

                     SUBSEQUENT SALE AND PURCHASE AGREEMENT

     This Subsequent Sale and Purchase Agreement dated as of             ,      
(the  "Agreement"),  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 Sale and Purchase Agreement dated as of  
          , 199  between the parties hereto (the "Sale and Purchase  Agreement")
pursuant  to which the  Purchaser  purchased  from the Seller  the  manufactured
housing installment sales contracts and installment loan agreements set forth on
Exhibit A thereto (the  "Initial  Contracts").  The  Purchaser  sold the Initial
Contracts  to the  trust  established  pursuant  to the  Pooling  and  Servicing
Agreement  dated as of  ___________,__  199 ("Pooling and Servicing  Agreement")
among the Purchaser, the Seller and ______________ , as trustee (the "Trustee"),
pursuant   to   which   Manufactured   Housing   Contract   [Senior/Subordinate]
Pass-Through  Certificates, Series            (the  "Certificates"),  evidencing
ownership  interests in the Initial  Contracts and the Subsequent  Contracts (as
hereinafter defined), were issued.

     Capitalized  terms used herein and not otherwise  defined herein shall have
the meanings  ascribed to such terms in the Sale and Purchase  Agreement and the
Pooling and Servicing Agreement.

     Pursuant to the Pooling and Servicing  Agreement,  the Purchaser  agreed to
purchase  from the  Seller and the Seller  agreed to sell to the  Purchaser  any
Subsequent  Contracts for a fixed  purchase  price  specified in the Pooling and
Servicing  Agreement for delivery on the date specified therein,  which purchase
price will be funded from money on deposit in the Pre-Funding Account during the
Pre-Funding Period, evidenced by the execution and delivery of a Subsequent Sale
and Purchase  Agreement.  Accordingly,  subject to the terms hereof,  the Seller
agrees to sell, and the Purchaser agrees to purchase,  the manufactured  housing
installment sales contracts and installment loan agreements set forth on Exhibit
A (collectively,  the "Subsequent  Contracts"),  having an aggregate outstanding
principal  balance as of _________ __, 19__ (the  "Subsequent  Cut-Off Date") of
approximately $__________.

     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:

                                   ARTICLE I

                  SALE AND CONVEYANCE OF SUBSEQUENT CONTRACTS;
                                 CONTRACT FILES

     SECTION 1.01. Sale and Conveyance of Subsequent Contracts.  On ________ __,
199_ (the  "Subsequent  Closing  Date"),  subject  to the  terms and  conditions
hereof,  the Seller  shall sell,  transfer,  assign,  set over and convey to the
Purchaser,  without  recourse but subject to the terms of this Agreement,  as of
the Subsequent  Closing Date, (a) all right, title and interest of the Seller in
and to the  Subsequent  Contracts  listed on the List of  Contracts,  including,
without  limitation,  the  security  interest  created  thereby  and any related
Mortgages,  all interest and principal received by the Seller on or with respect
to the  Subsequent  Contracts  after the  Subsequent  Cut-Off  Date  (other than
principal  and  interest  due on the  Subsequent  Contracts,  on or  before  the
Subsequent  Cut-Off Date) and all principal and interest  received by the Seller
on or with respect to the Subsequent  Contracts  before the  Subsequent  Cut-Off
Date which was due after the  Subsequent  Cut-Off Date,  (b) all right under any
Hazard  Insurance  Policies  relating to the  Manufactured  Homes  securing  the
Subsequent  Contracts  for the  benefit  of the  creditors  of  such  Subsequent
Contracts, [(c) all rights under all FHA/VA Regulations pertaining to any FHA/VA
Subsequent  Contracts,] (d) the proceeds from any Subsequent  Contract  Holders'
Errors and Omissions  Protection  Policy and all rights under any blanket hazard
insurance policy,  to the extent they relate to the Manufactured  Homes securing
the Subsequent  Contracts,  (e) all documents contained in the Contract Files or
the Land-Home  Contract  Files  relating to the  Subsequent  Contracts,  (f) all
rights to any rebated portions of Force-Placed  Insurance  Premiums  relating to
the Manufactured Homes securing the Subsequent Contracts and (g) all proceeds in
any  way  derived  from  any of the  foregoing.  The  parties  intend  that  the
conveyance of the Seller's  right,  title and interest in and to the  Subsequent
Contracts pursuant to this Agreement shall constitute an absolute sale.

     SECTION 1.02. Purchase Price; Payments on the Subsequent Contracts.

     (a) The  purchase  price for the  Subsequent  Contracts  shall be an amount
equal to  $_____________  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
Closing Date from funds on deposit in the Pre-Funding Account.
                                      
                                      -2-

     (b) The Purchaser shall be entitled to all scheduled  payments of principal
and interest with respect to the  Subsequent  Contracts due after the Subsequent
Cut-Off  Date and all  Principal  Prepayments  with  respect  to the  Subsequent
Contracts  received after the Subsequent  Cut-Off Date. The principal balance of
each Subsequent  Contract as of the Subsequent  Cut-Off Date is determined after
deduction of payments of principal due on or before the Subsequent  Cut-Off Date
whether  or not  collected.  Therefore,  Advance  Payments  with  respect to the
Subsequent  Contracts received prior to the Subsequent Cut-Off Date with respect
to a Due Date after the  Subsequent  Cut-Off Date shall not be deducted from the
principal balance as of the Subsequent Cut-Off Date. Such Advance Payments shall
be the  property of the  Purchaser.  All  scheduled  payments of  principal  and
interest due on or before the Subsequent Cut-Off Date, and collected on or after
the Subsequent  Cut-Off Date,  shall belong to the Seller.  The Purchaser  shall
hold in trust  for the  Seller,  and shall  promptly  remit to the  Seller,  any
payments on the  Subsequent  Contracts  received by the Purchaser that belong to
the Seller under the terms of this Agreement.

     SECTION 1.03. Conditions to Sale of Subsequent  Contracts.  The Purchaser's
obligations hereunder are subject to the following conditions:

          (a) The  Purchaser  shall have  received (i) the Pooling and Servicing
     Agreement executed by all the parties thereto, (ii) the documents listed in
     Section  ____ of the Pooling and  Servicing  Agreement  with respect to the
     Subsequent  Contracts (iii) a complete list of the Subsequent Contracts and
     (iv) 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 Certificates;

          (b) The  representations  and  warranties  of (i) the  Seller  and the
     Servicer  made in the Pooling and  Servicing  Agreement and (ii) the Seller
     made in the Sale and Purchase  Agreement and this  Agreement  shall be true
     and correct in all material respects on the Subsequent Closing Date;

          (c) The  Purchaser  shall  have  received  the  Officers'  Certificate
     referred to in Section _______ of the Pooling and Servicing Agreement.

     SECTION 1.04. 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 Trustee's  offices or such other  location as otherwise
shall be agreed upon by the Purchaser and the Seller.
                                      
                                      -3-

     SECTION 1.05. Transfer of Subsequent Contracts. Pursuant to the Pooling and
Servicing  Agreement,  the  Purchaser  will  assign all of its right,  title and
interest in and to the  Subsequent  Contracts  to the Trustee for the benefit of
the Certificateholders. The Purchaser has the right to assign its interest under
this  Agreement  as may be  required  to effect the  purposes of the Pooling 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.

                                      -4-

                                   ARTICLE II

                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

     SECTION 2.01. Representations and Warranties of the Seller.

     (a) The  representations  and warranties of the Seller contained in Article
III of the  Pooling  and  Servicing  Agreement  with  respect to the  Subsequent
Contracts  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 Pooling
and  Servicing  Agreement  directly to the Trustee and will become  obligated in
respect of such representations and warranties pursuant to Section [3.02] of the
Pooling and Servicing  Agreement.  On the  Subsequent  Closing Date,  the Seller
shall deliver to the Purchaser an Officers'  Certificate,  dated the  Subsequent
Closing  Date, to the effect that the  representations  and  warranties  made in
Article III of the Pooling and Servicing Agreement by the Seller with respect to
the Subsequent Contracts are true and correct in all material respects as of the
Subsequent Closing Date.

     (b) It is understood  and agreed that the  representations  and  warranties
incorporated  by reference in this  Agreement  by Section  2.01(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 Trustee,  and shall inure to the benefit of the Purchaser,  the
Trustee 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 2.01 to  indemnify  the  Purchaser  and the Servicer as provided in this
Section  2.01  constitutes  the sole remedy of the  Purchaser  and the  Servicer
respecting a breach of the foregoing representations and warranties. The Trustee
shall also have the remedies provided in the Pooling 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

                                      -5-

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 2.01 shall accrue as to any  Subsequent  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 Subsequent Contract.

                                  ARTICLE III

                            MISCELLANEOUS PROVISIONS

     SECTION  3.01.  Opinion of  Counsel.  The Seller  and the  Purchaser  shall
deliver to the Trustee on the Subsequent  Closing Date, an opinion of counsel in
substantially the form of Exhibit B hereto.

     SECTION 3.02. 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 3.03.  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 3.04.  Termination.  The Seller's  obligations under this Agreement
shall survive the sale of the Subsequent Contracts to the Purchaser.

     SECTION  3.05.   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.

                                      -6-

     SECTION 3.06. 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.,  650 CIT Drive,  Livingston,  New  Jersey  07039,
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, 650 CIT Drive, Livingston,  New Jersey
07039, Attention: President, or such other address as may hereafter be furnished
to the Seller by the Purchaser.

     SECTION  3.07.  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 3.08.  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.

     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:

                                      -7-

                                   EXHIBIT A

                    Characteristics of Subsequent Contracts

                                   EXHIBIT B

                           Form of Opinion of Counsel

                                   EXHIBIT B

                                       to

                     Subsequent Sale and Purchase Agreement

                                                     [Date]

[Name and Address of Trustee]

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  Manufactured  Housing  Contract
[Senior/Subordinate]   Pass-Through  Certificates,  Series  ______  representing
interests in a trust  consisting of a pool of manufactured  housing  installment
sale contracts and installment loan agreements  (collectively,  the "Contracts")
and certain related  property.  The Company  purchased  certain of the Contracts
from CITSF (the "Initial  Contracts") pursuant to a Sale and Purchase Agreement,
dated as of  _____________  __,  199_,  by and  between  CITSF and the  Company.
Additional  Contracts  are  being  purchased  by the  Company  from  CITSF  (the
"Subsequent  Contracts")  pursuant to the Subsequent Sale and Purchase Agreement
dated as of ________ __, 199_ (the  "Subsequent  Sale and Purchase  Agreement").
Pursuant to a Pooling and  Servicing  Agreement,  dated as of ____ __, 199_ (the
"Pooling   and   Servicing   Agreement"),   among   the   Company,   CITSF   and
_____________________,  as Trustee (the "Trustee"),  the Company transferred the
Initial Contracts to the Trustee to establish a trust (the "Trust"). The Company
will also  transfer,  pursuant  to the  Pooling  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 Trustee.

     All  capitalized  terms used herein and not defined shall have the meanings
assigned to them in the Subsequent Sale and Purchase Agreement.

     In rendering the  following  opinions,  I have examined (i) the  Subsequent
Sale and Purchase Agreement; (ii) the Pooling 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 Certificates  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 Trustee has and had the power
and  capacity to execute  and deliver  such  agreements,  instruments  and other
documents  and to  perform  all of its  obligations  thereunder  and  that  such
agreements,  instruments  and  other  documents  were  duly  authorized  by  all
requisite   action  by  or  on  behalf  of  the  Trustee  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 Trustee.

     Based upon, and subject to, the foregoing I am of the opinion that:

     I. The Subsequent Sale and Purchase Agreement  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  Sale and 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 1.01 of the Subsequent  Sale and Purchase  Agreement to the
Company; the Pooling 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.

     II. 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 _____________  for the execution,  delivery and
performance by the Company of the Subsequent Sale and 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.

     III. 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 ________ for the  execution,  delivery
and  performance by CITSF of the Subsequent  Sale and 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.

     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.

     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.

                                      Very truly yours,

 

Basic Info X:

Name: Form of Subsequent Sale and Purchase Agreement
Type: Purchase Agreement
Date: Dec. 27, 1994
Company: CIT GROUP INC
State: Nevada

Other info:

Organization:

  • Conveyance of Subsequent Contracts
  • Hazard Insurance Policies
  • Omissions Protection Policy
  • Land-Home Contract Files
  • Force-Placed Insurance Premiums
  • Sale of Subsequent Contracts
  • Address of Trustee ] Dear Sirs
  • CIT GroupSales Financing , Inc.
  • CIT Group Securitization Corporation II
  • Board of Directors of the Company
  • Board of Directors of CITSF ]

Location:

  • New York
  • New Jersey
  • Delaware

Person:

  • Livingston