HOME EQUITY LOAN PURCHASE AGREEMENT

EXHIBIT 4.1

 

BENEFICIAL ALABAMA INC., BENEFICIAL CALIFORNIA INC., BENEFICIAL COLORADO INC., BENEFICIAL CONSUMER DISCOUNT COMPANY, BENEFICIAL DELAWARE INC., BENEFICIAL FLORIDA INC., BENEFICIAL HAWAII INC., BENEFICIAL HOMEOWNER SERVICE CORPORATION, BENEFICIAL IDAHO INC., BENEFICIAL ILLINOIS INC., BENEFICIAL INDIANA INC., BENEFICIAL IOWA INC., BENEFICIAL KANSAS INC., BENEFICIAL KENTUCKY INC., BENEFICIAL LOAN AND THRIFT CO., BENEFICIAL LOUISIANA INC., BENEFICIAL MAINE INC., BENEFICIAL MASSACHUSETTS INC., BENEFICIAL MICHIGAN INC., BENEFICIAL MORTGAGE CO. OF ARIZONA, BENEFICIAL MORTGAGE CO. OF CONNECTICUT, BENEFICIAL MORTGAGE CO. OF GEORGIA, BENEFICIAL MORTGAGE CO. OF MARYLAND, BENEFICIAL MORTGAGE CO. OF MISSOURI, INC., BENEFICIAL MORTGAGE CO. OF NEVADA, BENEFICIAL MORTGAGE CO. OF NEW HAMPSHIRE, BENEFICIAL MORTGAGE CO. OF NORTH CAROLINA, BENEFICIAL MORTGAGE CO. OF UTAH, BENEFICIAL MORTGAGE CO. OF VIRGINIA, BENEFICIAL NEBRASKA INC., BENEFICIAL NEW JERSEY INC., BENEFICIAL NEW MEXICO INC., BENEFICIAL OHIO INC., BENEFICIAL OKLAHOMA INC., BENEFICIAL OREGON INC., BENEFICIAL RHODE ISLAND INC., BENEFICIAL SOUTH CAROLINA INC., BENEFICIAL SOUTH DAKOTA INC., BENEFICIAL TENNESSEE INC., BENEFICIAL TEXAS INC., BENEFICIAL WASHINGTON INC., BENEFICIAL WEST VIRGINIA, INC., BENEFICIAL WISCONSIN INC., BENEFICIAL WYOMING INC., HOUSEHOLD FINANCE CONSUMER DISCOUNT COMPANY, HOUSEHOLD FINANCE CORPORATION II, HOUSEHOLD FINANCE CORPORATION III, HOUSEHOLD FINANCE CORPORATION OF ALABAMA HOUSEHOLD FINANCE CORPORATION OF CALIFORNIA, HOUSEHOLD FINANCE INDUSTRIAL LOAN COMPANY OF IOWA, HOUSEHOLD FINANCE REALTY CORPORATION OF NEVADA, HOUSEHOLD FINANCE REALTY CORPORATION OF NEW YORK, HOUSEHOLD FINANCIAL CENTER INC., HOUSEHOLD INDUSTRIAL FINANCE COMPANY, HOUSEHOLD REALTY CORPORATION, and MORTGAGE ONE CORPORATION

 

as Sellers

 

and

HSBC HOME EQUITY LOAN CORPORATION II

as Depositor

 

HOME EQUITY LOAN PURCHASE AGREEMENT

DATED MAY 24, 2007

 

 

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TABLE OF CONTENTS

 

 

 

 

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HOME EQUITY LOAN PURCHASE

AGREEMENT

HOME EQUITY LOAN PURCHASE AGREEMENT, dated May 24, 2007, by and among BENEFICIAL ALABAMA INC., BENEFICIAL CALIFORNIA INC., BENEFICIAL COLORADO INC., BENEFICIAL CONSUMER DISCOUNT COMPANY, BENEFICIAL DELAWARE INC., BENEFICIAL FLORIDA INC., BENEFICIAL HAWAII INC., BENEFICIAL HOMEOWNER SERVICE CORPORATION, BENEFICIAL IDAHO INC., BENEFICIAL ILLINOIS INC., BENEFICIAL INDIANA INC., BENEFICIAL IOWA INC., BENEFICIAL KANSAS INC., BENEFICIAL KENTUCKY INC., BENEFICIAL LOAN AND THRIFT CO., BENEFICIAL LOUISIANA INC., BENEFICIAL MAINE INC., BENEFICIAL MASSACHUSETTS INC., BENEFICIAL MICHIGAN INC., BENEFICIAL MORTGAGE CO. OF ARIZONA, BENEFICIAL MORTGAGE CO. OF CONNECTICUT, BENEFICIAL MORTGAGE CO. OF GEORGIA, BENEFICIAL MORTGAGE CO. OF MARYLAND, BENEFICIAL MORTGAGE CO. OF MISSOURI, INC., BENEFICIAL MORTGAGE CO. OF NEVADA, BENEFICIAL MORTGAGE CO. OF NEW HAMPSHIRE, BENEFICIAL MORTGAGE CO. OF NORTH CAROLINA, BENEFICIAL MORTGAGE CO. OF UTAH, BENEFICIAL MORTGAGE CO. OF VIRGINIA, BENEFICIAL NEBRASKA INC., BENEFICIAL NEW JERSEY INC., BENEFICIAL NEW MEXICO INC., BENEFICIAL OHIO INC., BENEFICIAL OKLAHOMA INC., BENEFICIAL OREGON INC., BENEFICIAL RHODE ISLAND INC., BENEFICIAL SOUTH CAROLINA INC., BENEFICIAL SOUTH DAKOTA INC., BENEFICIAL TENNESSEE INC., BENEFICIAL TEXAS INC., BENEFICIAL WASHINGTON INC., BENEFICIAL WEST VIRGINIA, INC., BENEFICIAL WISCONSIN INC., BENEFICIAL WYOMING INC., HOUSEHOLD FINANCE CONSUMER DISCOUNT COMPANY, HOUSEHOLD FINANCE CORPORATION II, HOUSEHOLD FINANCE CORPORATION III, HOUSEHOLD FINANCE CORPORATION OF ALABAMA, HOUSEHOLD FINANCE CORPORATION OF CALIFORNIA, HOUSEHOLD FINANCE INDUSTRIAL LOAN COMPANY OF IOWA, HOUSEHOLD FINANCE REALTY CORPORATION OF NEVADA, HOUSEHOLD FINANCE REALTY CORPORATION OF NEW YORK, HOUSEHOLD FINANCIAL CENTER INC., HOUSEHOLD INDUSTRIAL FINANCE COMPANY, HOUSEHOLD REALTY CORPORATION, and MORTGAGE ONE CORPORATION and any of their successors (the “ Sellers ”), and HSBC HOME EQUITY LOAN CORPORATION II (the “ Depositor ”).

 

W I T N E S S E T H ;

WHEREAS, the Depositor desires from time to time to purchase certain Home Equity Loans due to the Sellers under certain Mortgage Files of the Sellers;

WHEREAS, the Sellers desire from time to time to sell the existing balances and other related rights under certain Home Equity Loans to the Depositor upon the terms and conditions hereinafter set forth;

WHEREAS, it is contemplated that the Home Equity Loans purchased hereunder will be transferred by the Depositor to U.S. Bank National Association, a national banking association, not in its individual capacity but solely as trustee (the “ Trustee ”), of HSBC Home

 

 

 

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Equity Loan Trust (USA) 2007-2 (the “ Trust ”) in connection with the issuance of certain Certificates;

WHEREAS, it is contemplated that pursuant to the Transfer Agreement, the Sellers will sell contemporaneously with the sale of the Home Equity Loans hereunder, all their additional right, title and interest in and to the Related Documents to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders; and

WHEREAS, the Sellers agree that all covenants and agreements made by the Sellers herein with respect to the Home Equity Loans shall also be for the benefit of the Trust and the Certificateholders;

NOW, THEREFORE, it is hereby agreed by and between the Depositor and the Sellers as follows:

ARTICLE I

DEFINITIONS

Section 1.1.         Definitions . All capitalized terms used herein or in any certificate, document, or Conveyance Paper made or delivered pursuant hereto, and not otherwise defined herein or therein, shall have the meaning ascribed thereto in (a) the Pooling and Servicing Agreement of even date herewith among the Depositor, HSBC Finance Corporation, as Servicer (the “ Servicer ”), HSBC Bank USA, National Association, as Administrator and the Trustee (the “ Pooling and Servicing Agreement ”, which shall include all amendments thereto), as applicable, whenever used herein or therein; in addition, the following words and phrases shall have the following meanings:

“ Agreement ” shall mean this Home Equity Loan Purchase Agreement and all amendments hereof and supplements hereto.

“ Appointment Date ” shall have the meaning specified in Section 8.2.

“ Closing Date ” shall mean May 24, 2007.

“ Conveyances ” shall have the meaning specified in Section 2.1(a).

“ Conveyance Papers ” shall have the meaning specified in Section 4.1(c).

“ Dissolution Event ” shall have the meaning specified in Section 8.2.

“ Home Equity Loans ” shall mean those home equity loans listed on Schedule 2 hereto.

“ Purchased Assets ” shall have the meaning set forth in Section 2.1(a).

“ Purchase Price ” shall have the meaning set forth in Section 3.1.

“ Related Documents ” shall have the meaning set forth in Section 2.1(a).

 

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“ Repurchase Price ” shall have the meaning set forth in Section 6.1(b).

“ Settlement Statement ” shall mean a document substantially in the form of Exhibit A hereto.

“ Transfer Agreement ” shall mean the Transfer Agreement of even date herewith with respect to the Transferred Assets among the Sellers, as sellers, and U.S. Bank National Association, a national banking association, not in its individual capacity but solely as trustee of HSBC Home Equity Loan Trust (USA) 2007-2, and all amendments thereto.

“ Transferred Assets ” shall have such meaning specified in the Transfer Agreement.

Section 1.2.        Other Definitional Provisions . (a) All terms defined in this Agreement shall have the same meanings defined when used in any certificate, other document, or Conveyance Paper made or delivered pursuant hereto unless otherwise defined therein.

(b)        The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement or any Conveyance Paper shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and Section, Subsection, Schedule and Exhibit references contained in this Agreement are references to Sections, Subsections, Schedules and Exhibits in or to this Agreement unless otherwise specified.

(c)         All determinations of the principal or finance charge balance of Home Equity Loans, and of any collections thereof, shall be made in accordance with the Pooling and Servicing Agreement.

ARTICLE II

PURCHASE AND CONVEYANCE OF LOAN BALANCES

Section 2.1.         Purchase . (a) Each Seller does hereby sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse, on each Transfer Date, all of its right, title and interest in, to and under (i) the unpaid principal balances of the related Home Equity Loans as of the related Cut-Off Date, (ii) all monies due and/or to become due and all amounts received with respect thereto after such Cut-Off Date (including, without limitation, all Principal Collections and Interest Collections thereon), (iii) all property which secured such Home Equity Loans and which had been acquired by foreclosure or deed in lieu of foreclosure, (iv) all insurance proceeds related to such Home Equity Loans, and (v) all proceeds (including, without limitation, “proceeds” as defined in Article 9 of the UCC as in effect in the State of Illinois) of any of the foregoing. Each Seller also agrees that it shall, upon the request of the Depositor, to the extent of the availability thereof, sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse, all of its right, title and interest in, to and under (1) the unpaid principal balance of each Eligible Substitute Home Equity Loan as of the applicable Transfer Date, (2) all monies due and/or to become due and all amounts received with respect thereto after the applicable Transfer Date (including, without limitation, all Principal Collections and Interest Collections thereon), (3) all property which secured such Eligible Substitute Home Equity Loan and which had been acquired by foreclosure or deed in lieu of

 

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foreclosure, (4) all insurance proceeds related to the Eligible Substitute Home Equity Loans, and (5) all proceeds (including, without limitation, “proceeds” as defined in Article 9 of the UCC as in effect in the State of Illinois) of any of the foregoing. All of the assets and rights transferred and to be transferred pursuant to this Section 2.1(a) are hereinafter referred to collectively as the “ Purchased Assets ” and the sales, transfers, assignments and conveyances of the Purchased Assets contemplated by this Section 2.1(a) are hereinafter referred to collectively as the “ Conveyances ”. The Purchased Assets shall not include any right to enforce payment of the Mortgage Files and other instruments, documents and agreements relating to the Home Equity Loans (the “ Related Documents ”). In the event the transactions set forth herein are characterized by a court of competent jurisdiction as a pledge or a secured financing rather than a sale, each Seller shall be deemed to have granted to the Depositor, and hereby does grant to the Depositor, a security interest in all of such Seller’s right, title and interest in, to and under the Purchased Assets, whether now owned or hereafter acquired, in order to secure all of such Seller’s obligations hereunder. For purposes of each such transfer, this Agreement shall constitute a security agreement under applicable law. With respect to the Purchased Assets sold by each Seller to the Depositor, the Seller shall (and the Servicer shall cause the Seller to) file as promptly as practicable, but in no event later than 10 days following the Closing Date, in the appropriate public filing office or offices UCC-1 financing statements and continuation statements describing such Purchased Assets and naming such Seller as the debtor and the Depositor as secured party, file appropriate continuation statements thereto, file amendments thereto in the case of a name change or change in corporate structure and file appropriate additional UCC financing statements, if any, if such Seller changes its jurisdiction of organization.                                   

(b)            In further consideration of the Purchase Price set forth in Section 3.1 , each Seller hereby agrees to assign to the Trustee, on behalf of the Trust, all of its right, title and interest in and to the Mortgage Files evidencing and securing the Home Equity Loans, and all other Related Documents, pursuant to the terms of the Transfer Agreement.

(c)           In connection with the Conveyances and in compliance with the Transfer Agreement, each Seller agrees and confirms that it is entitled to retain possession of the applicable Mortgage Files and other Related Documents as long as (i) the long-term senior unsecured debt of HSBC Finance Corporation is assigned ratings of at least “BBB” by Fitch, “Baa3” by Moody’s and “BBB-” by Standard & Poor’s (or such lower rating acceptable and assigned by Moody’s, Standard & Poor’s and Fitch) and (ii) such Seller remains an Affiliate of HSBC Finance. At such time as either of the conditions specified in the preceding sentence is not satisfied, as promptly as practicable, but in no event more than 90 days thereafter in the case of clause (i) below and 60 days in the case of clause (ii) below, each Seller shall (i) either (x) record an Assignment of Mortgage in favor of the Trustee, on behalf of the Trust (which may be a blanket assignment if permitted by applicable law), with respect to each of the Home Equity Loans being serviced by such Seller in the appropriate real property or other records or (y) deliver to the Trustee the assignment of such Mortgage in favor of the Trustee, on behalf of the Trust, in form for recordation, together with an Opinion of Counsel addressed to the Trustee to the effect that recording is not required to protect the Trust’s right, title and interest in and to the related Home Equity Loans or to perfect a first priority security interest in favor of the Trustee, on behalf of the Trust, in the related Home Equity Loans, which Opinion of Counsel also shall be reasonably acceptable to each of the Rating Agencies and the Trustee as evidenced

 

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by each in writing and (ii) unless an Opinion of Counsel, reasonably acceptable to each of the Rating Agencies and the Trustee as evidenced by each in writing, is delivered to the Trustee to the effect that delivery of the Mortgage Files is not necessary to protect the Trust’s right, title and interest in and to the related Home Equity Loans or to perfect a first priority security interest in favor of the Trustee, on behalf of the Trust, in the related Home Equity Loans that will be prior to all other present or future claims in the related Home Equity Loans, deliver the related Mortgage Files to the Trustee to be held by the Trustee in trust for the use and benefit of all present and future Certificateholders. Furthermore, each Seller hereby acknowledges that in the event that any loss is suffered by the Trustee in respect of a Home Equity Loan purchased by the Depositor as a result of such Seller’s retention of the Related Documents, such Seller will repurchase such Home Equity Loan from the Depositor simultaneously on or immediately after the Depositor repurchases such Home Equity Loan from the Trustee in accordance with the terms of the Pooling and Servicing Agreement.

(d)        In connection with the Conveyances, each Seller agrees (i) to record and file, at its own expense, any financing statement (and continuation statements with respect to such financing statements when applicable) with respect to the Home Equity Loans now existing and hereafter created, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyances of such Purchased Assets from such Seller to the Depositor, (ii) such financing statement shall name the appropriate Seller, as seller, and the Depositor, as purchaser, of the Purchased Assets and (iii) to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to the Depositor (or to the Trustee, if the Depositor so directs) promptly upon becoming available after the Closing Date with respect to the Home Equity Loans.

(e)         Computer records are the customary and principal means by which the Sellers and the Depositor record the ownership of mortgage loans and other consumer receivables which HSBC Finance and its affiliates originate, own or service. Therefore, in connection with such Conveyances and in connection with each Seller’s transfers under the Transfer Agreement, each Seller further agrees that it will, at its own expense, on or prior to the applicable Transfer Date with respect to the related Home Equity Loans and on or prior to the applicable Transfer Date with respect to the Eligible Substitute Home Equity Loans (i) indicate in its or its agent’s computer files or microfiche lists that the applicable Mortgage Files and Related Documents have been sold to the Trustee, on behalf of the Trust, pursuant to the Transfer Agreement and the Purchased Assets related to the Home Equity Loans listed in Schedule 2 to this Agreement have been conveyed to the Trustee, on behalf of the Trust, pursuant to the Pooling and Servicing Agreement for the benefit of the Certificateholders by including an appropriate code for such Home Equity Loans in such computer file and microfiche list and (ii) deliver to the Depositor (or to the Trustee, if the Depositor so directs) a computer file or electronic or magnetic tape list containing a true and complete list of all such Home Equity Loans specifying for each such Home Equity Loan, as of the related Cut-Off Date with respect to such Home Equity Loan and as of the applicable Transfer Date with respect to each such Eligible Substitute Home Equity Loan, (a) the account number, (b) the aggregate unpaid principal amount thereof, (c) the Loan Rate, (d) the lien position of the related Mortgage, and (e) the CLTV. Such computer file or microfiche list shall be marked as Schedule 2 to this Agreement, shall be delivered to the Depositor (or to the Trustee, if so

 

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directed by the Depositor) as proprietary and confidential, and is hereby incorporated into and made a part of this Agreement. Each Seller further agrees to make the same indications in its or its agent’s computer files and the same deliveries to the Trustee as set forth in clauses (i) and (ii) of this Section 2.1(e) with respect to Eligible Substitute Home Equity Loans purchased by the Depositor and transferred to the Trustee, on behalf of the Trust, and agrees not to alter the code referenced in clause (i) of this paragraph with respect to any of the Home Equity Loans purchased by the Depositor during the term of this Agreement unless and until (x) the related Home Equity Loans have been reconveyed to the appropriate Seller or (y) the interest of the Trustee in the related Home Equity Loans has been released in accordance with the terms of the Pooling and Servicing Agreement. Prior to the earlier of the reconveyance of the related Home Equity Loans to the appropriate Seller, or the assignment of the Mortgage Documents and delivery of the Mortgage Loan Files to the Trustee pursuant to the Transfer Agreement, the aforementioned computer files shall be the register for ownership of the Purchased Assets. Prior to the delivery by the registered owner to the Seller of the Trustee’s assignment of a Home Equity Loan, the Subservicer, Servicer, the Depositor, and each Seller may treat the Person registered in such computer records as the owner of the Purchased Assets for all purposes hereunder. In addition, each Seller shall maintain in its internal written records documents which indicate that the Purchased Assets have been sold to the Depositor pursuant to this Agreement and that the Transferred Assets have been sold to the Trustee, on behalf of the Trust, pursuant to the Transfer Agreement. Furthermore, the Depositor shall maintain in its internal written records documents which indicate that the Purchased Assets have been sold to the Trustee, on behalf of the trust, pursuant to the Pooling and Servicing Agreement.

(f)         The parties hereto intend that the conveyance to the Depositor of each Seller’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or right of others from the Sellers to the Depositor and that the Purchased Assets shall not be part of the applicable Seller’s estate in the event of the insolvency of such Seller or a conservatorship, receivership or similar event with respect thereto.

ARTICLE III

 

CONSIDERATION AND PAYMENT

Section 3.1.        Purchase Price . The Purchase Price for the Purchased Assets relating to the Home Equity Loans to be conveyed hereunder shall be payable on the Transfer Date and shall be an amount equal to the principal amount of such Home Equity Loans as of the applicable Cut-Off Date, as adjusted for the aggregate impact of applicable servicing fees, costs of funds, market conditions and expected losses (calculated on an historical basis), among other items. The Purchase Price for any Eligible Substitute Home Equity Loans conveyed to the Depositor under this Agreement shall be payable as of the Transfer Date thereof by the Depositor for a price, in each case, equal to the aggregate principal amount of such Eligible Substitute Home Equity Loans so conveyed, adjusted in the same manner as the purchase price for the Home Equity Loans conveyed on any Transfer Date.

 

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Section 3.2.         Settlement . On each Determination Date, each Seller shall deliver to the Depositor a Settlement Statement in substantially the form of Exhibit A, showing the aggregate Repurchase Price of Home Equity Loans repurchased by such Seller during such Collection Period, if any, and the amount of Home Equity Loans outstanding during such Collection Period; provided , however , that on the Payment Date following the conveyance to the Depositor of any Eligible Substitute Home Equity Loans to the Depositor, each Seller shall include in such Settlement Statement the aggregate Purchase Price for its Eligible Substitute Home Equity Loans.

ARTICLE IV

 

REPRESENTATIONS AND WARRANTIES

Section 4.1.         Sellers Representations and Warranties . Each Seller, severally and not jointly, hereby represents and warrants to, and agrees with, the Depositor as of the Closing Date and on each Transfer Date, that:

(a)         Organization and Good Standing of Sellers . It is a corporation duly organized, validly existing and in good standing under the laws of the State of its incorporation and has, in all material respects, full power and authority to own its properties and conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement and the Transfer Agreement and when this Agreement and the Transfer Agreement have been executed and delivered, this Agreement and the Transfer Agreement will constitute the legal, valid and binding obligation of such Seller enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies (whether in a proceeding at law or in equity).

(b)        Due Qualification . It is duly qualified to do business and is in good standing as a foreign corporation (or is exempt from such requirements) and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would render any Mortgage File relating to any Home Equity Loan unenforceable by it or the Trustee and would have a material adverse effect on its business, properties, assets or condition (financial or other).

(c)         Due Authorization . The execution, delivery and performance of this Agreement, the Transfer Agreement, and any other document or instrument delivered pursuant hereto or thereto (such other documents or instruments, collectively, the “ Conveyance Papers ”) and the consummation of the transactions provided for in this Agreement or any other Conveyance Papers have been duly authorized by all necessary corporate action on its part.

(d)         No Conflict . Its execution and delivery of this Agreement, the Transfer Agreement and the Conveyance Papers, the performance of the transactions contemplated by this Agreement, the Transfer Agreement and the Conveyance Papers, and the fulfillment of the terms of this Agreement, the Transfer Agreement and the Conveyance Papers applicable to it will not violate any existing law or regulation or any order or decree of any court applicable to

 

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it or any provision of its certificate of incorporation or bylaws, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which it is a party or by which it or any of its properties are bound.

(e)         No Violation . The execution, delivery and performance of this Agreement, the Transfer Agreement and the Conveyance Papers and the fulfillment of the terms contemplated herein and therein applicable to it will materially comply with currently existing applicable laws.

(f)         No Proceedings . There are no proceedings or investigations pending or, to the best of its knowledge, threatened against it, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (i) asserting the invalidity of this Agreement, the Transfer Agreement or the Conveyance Papers, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, the Transfer Agreement or the Conveyance Papers, (iii) seeking any determination or ruling that, in its judgment, has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement, the Transfer Agreement or the Conveyance Papers, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforcement of this Agreement, the Transfer Agreement or the Conveyance Papers or (v) seeking to affect adversely the income tax attributes of the Trust under United States Federal or Illinois income tax systems.

(g)        All Consents . All authorizations, consents, orders or approvals of any court or other governmental authority required to be obtained by it in connection with the execution and delivery of this Agreement, the Transfer Agreement or the Conveyance Papers and the performance of the transac