EXECUTION COPY
(8)
NY_116326.1
TRUST AGREEMENT
between
HOUSEHOLD AUTO RECEIVABLES CORPORATION
and
WILMINGTON TRUST COMPANY
Owner Trustee
Dated as of March 1, 1998
TABLE OF CONTENTS
Page
ARTICLE I Definitions 1
Section 1.1. Capitalized Terms 1
Section 1.2. Other Definitional Provisions 3
Section 1.3. Action by or Consent of Noteholders and Certificate-holders3
Section 1.4. Material Adverse Effect 4
ARTICLE II Organization 4
Section 2.1. Name 4
Section 2.2. Office 4
Section 2.3. Purposes and Powers 4
Section 2.4. Appointment of Owner Trustee 5
Section 2.5. Initial Capital Contribution of Trust Estate 5
Section 2.6. Declaration of Trust 5
Section 2.7. Liability 6
Section 2.8. Title to Trust Property 6
Section 2.9. Situs of Trust 6
Section 2.10. Representations and Warranties of the Depositor 6
Section 2.11. Federal Income Tax Allocations 8
Section 2.12. Covenants of the Depositor 9
Section 2.13. Covenants of the Certificateholders 9
ARTICLE III Certificates and Transfer of Interests 10
Section 3.1. Initial Ownership 10
Section 3.2. The Certificates; Issuable in Series 10
Section 3.3. Authentication of Certificates 11
Section 3.4. Registration of Transfer and Exchange of Certificates 11
Section 3.5. Mutilated, Destroyed, Lost or Stolen Certificates13
Section 3.6. Persons Deemed Certificateholders 14
Section 3.7. Access to List of Certificateholders' Names and Addresses 14
Section 3.8. Maintenance of Office or Agency 14
Section 3.9. ERISA Restrictions 15
Section 3.10. Securities Matters 15
Section 3.11. Payments on Owner Trust Certificates 15
Section 3.12. Paying Agent 15
ARTICLE IV Voting Rights and Other Actions 15
Section 4.1. Prior Notice to Holders with Respect to Certain Matters 15
Section 4.2. Action by Certificateholders with Respect to Certain Matters
16
Section 4.3. Action by Certificateholders with Respect to Bankruptcy 17
Section 4.4. Restrictions on Certificateholders' Power 17
Section 4.5. Majority Control 17
ARTICLE V Certain Duties 18
Section 5.1. Accounting and Records to the Noteholders, Certificate-holders,
the Internal Revenue Service and Others 18
Section 5.2. Signature on Returns; Tax Matters Partner 18
Section 5.3. Note Purchase Agreements 18
ARTICLE VI Authority and Duties of Owner Trustee 19
Section 6.1. General Authority 19
Section 6.2. General Duties 19
Section 6.3. Action upon Instruction 19
Section 6.4. No Duties Except as Specified in this Agreement or in
Instructions 21
Section 6.5. No Action Except under Specified Documents or Instructions 21
Section 6.6. Restrictions 21
ARTICLE VII Concerning the Owner Trustee 21
Section 7.1. Acceptance of Trusts and Duties 21
Section 7.2. Furnishing of Documents 23
Section 7.3. Representations and Warranties 23
Section 7.4. Reliance; Advice of Counsel 24
Section 7.5. Not Acting in Individual Capacity 24
Section 7.6. Owner Trustee Not Liable for Certificates or Receivables 24
Section 7.7. Owner Trustee May Own Certificates and Notes 25
Section 7.8. Payments from Owner Trust Estate 25
Section 7.9. Doing Business in Other Jurisdictions 25
ARTICLE VIII Compensation of Owner Trustee 26
Section 8.1. Owner Trustee's Fees and Expenses 26
Section 8.2. Indemnification 26
Section 8.3. Payments to the Owner Trustee 27
Section 8.4. Non-recourse Obligations 27
ARTICLE IX Termination of Trust Agreement 27
Section 9.1. Termination of Trust Agreement 27
ARTICLE X Successor Owner Trustees and Additional Owner
Trustees 29
Section 10.1. Eligibility Requirements for Owner Trustee 29
Section 10.2. Resignation or Removal of Owner Trustee 29
Section 10.3. Successor Owner Trustee 30
Section 10.4. Merger or Consolidation of Owner Trustee 31
Section 10.5. Appointment of Co-Trustee or Separate Trustee 31
ARTICLE XI Miscellaneous 32
Section 11.1. Supplements and Amendments 32
Section 11.2. No Legal Title to Owner Trust Estate in Certificateholders33
Section 11.3. Limitations on Rights of Others 33
Section 11.4. Notices 34
Section 11.5. Severability 34
Section 11.6. Separate Counterparts 34
Section 11.7. Assignments; Series Support Provider 34
Section 11.8. Covenants of the Depositor 35
Section 11.9. No Petition 35
Section 11.10. No Recourse 35
Section 11.11. Headings 35
Section 11.12. GOVERNING LAW 35
Section 11.13. Master Servicer 36
EXHIBITS
Exhibit A-1 Form of Owner Trust Certificate
Exhibit A-2 Form of Series Trust Certificate
Exhibit B Form of Certificate of Trust
Exhibit C Form of Purchaser Representation Letter
Exhibit D Form of Transferee Representation Letter
TRUST AGREEMENT dated as of March 1, 1998 between
HOUSEHOLD AUTO RECEIVABLES CORPORATION, a Nevada corporation
(the "Depositor"), and WILMINGTON TRUST COMPANY, a Delaware
banking corporation, as Owner Trustee (the "Owner Trustee").
ARTICLE I
Definitions
Section 1.1. Capitalized Terms
. For all purposes of this Agreement, the following terms
shall have the meanings set forth below:
"Agreement" shall mean this Trust Agreement, as
the same may be amended and supplemented from time to time.
"Benefit Plan" shall have the meaning assigned to such
term in 3.9.
"Business Trust Statute" shall mean Chapter 38 of
Title 12 of the Delaware Code, 12 Del. Code 3801 et seq.
as the same may be amended from time to time.
"Certificate" means either an Owner Trust
Certificate or a Series Trust Certificate.
"Certificate Majority" means Certificateholders
representing more than fifty percent of the principal amount
of the Certificates. For the purpose of this definition the
principal amount of the Owner Trust Certificates shall equal
the Principal Balance of the Receivables included in the
Unpledged Trust Estate.
"Certificate Paying Agent" means Norwest Bank
Minnesota, National Association.
"Certificate Register" and "Certificate Registrar"
shall mean the register mentioned and the registrar
appointed pursuant to 3.4.
"Certificate of Trust" shall mean the Certificate
of Trust in the form of Exhibit B to be filed for the Trust
pursuant to 3810(a) of the Business Trust Statute.
"Corporate Trust Office" shall mean, with respect
to the Owner Trustee, the principal corporate trust office
of the Owner Trustee located at Xxxxxx Square North, 0000
Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000-0000,
Attention: Corporate Trust Administration, or at such other
address as the Owner Trustee may designate by notice to the
Certificateholders and the Depositor, or the principal
corporate trust office of any successor Owner Trustee (the
address of which the successor owner trustee will notify the
Certificateholders and the Depositor).
"Definitive Certificates" shall mean Certificates
issued in certificated, fully registered form.
"Depositor" shall mean Household Auto Receivables
Corporation in its capacity as Depositor hereunder.
"ERISA" shall have the meaning assigned to such term in
3.9.
"Expenses" shall have the meaning assigned to such term in
8.2.
"Holder" or "Certificateholder" shall mean the
Person in whose name a Certificate is registered on the
Certificate Register.
"Household" shall mean Household Finance Corporation.
"Indemnified Parties" shall have the meaning
assigned to such term in 8.2.
"Owner Trust Certificate" means a trust
certificate evidencing the beneficial ownership interest of
a Certificateholder in the entire Unpledged Trust Estate,
substantially in the form of Exhibit A-1 attached hereto.
"Owner Trust Estate" shall mean all right, title
and interest of the Trust in and to the property and rights
assigned to the Trust pursuant to Article II of the Master
Sale and Servicing Agreement, all funds on deposit from time
to time in the Trust Accounts and all other property of the
Trust from time to time, including any rights of the Owner
Trustee and the Trust pursuant to the Master Sale and
Servicing Agreement, each Basic Document and each Series
Related Document.
"Owner Trustee" shall mean Wilmington Trust
Company, a Delaware banking corporation, not in its
individual capacity but solely as owner trustee under this
Agreement, and any successor Owner Trustee hereunder.
"Secretary of State" shall mean the Secretary of
State of the State of Delaware.
"Securities Act" shall have the meaning assigned
to such term in Section 3.4.
"Series Certificate Distribution Account" shall
mean each account for each Series of Certificates designated
as such and established and maintained pursuant to the
relevant Series Supplement.
"Series Trust Certificate" means a trust
certificate evidencing the beneficial ownership interest of
a Certificateholder in a Series Trust Estate, substantially
in the form of Exhibit A-2 attached hereto.
"Treasury Regulations" shall mean regulations,
including proposed or temporary regulations, promulgated
under the Code. References herein to specific provisions of
proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor
Treasury Regulations.
"Trust" shall mean the trust established by this
Agreement.
"Unpledged Trust Estate" means all of the Owner
Trust Estate which is not pledged with respect to a Series.
Section 1.2. Other Definitional Provisions
(a) . (a) Capitalized terms used herein
and not otherwise defined have the meanings assigned to them
in the Master Sale and Servicing Agreement or, if not
defined therein, in the Indenture, provided that, as used
herein, Series means only those Series of Notes and Series
of Certificates with respect to which the Trust is the
Issuer and only such Series Trust Estates included in the
Owner Trust Estate.
(b) All terms defined in this Agreement
shall have the defined meanings when used in any Certificate
or other document made or delivered pursuant hereto unless
otherwise defined therein.
(c) As used in this Agreement and in any
Certificate or other document made or delivered pursuant
hereto or thereto, accounting terms not defined in this
Agreement or in any such certificate or other document, and
accounting terms partly defined in this Agreement or in any
such certificate or other document to the extent not
defined, shall have the respective meanings given to them
under generally accepted accounting principles as in effect
on the date of this Agreement or any such certificate or
other document, as applicable. To the extent that the
definitions of accounting terms in this Agreement or in any
such certificate or other document are inconsistent with the
meanings of such terms under generally accepted accounting
principles, the definitions contained in this Agreement or
in any such certificate or other document shall control.
(d) The words "hereof," "herein,"
"hereunder" and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not
to any particular provision of this Agreement; Section and
Exhibit references contained in this Agreement are
references to Sections and Exhibits in or to this Agreement
unless otherwise specified; and the term "including" shall
mean "including without limitation."
(e) The definitions contained in this
Agreement are applicable to the singular as well as the
plural forms of such terms and to the masculine as well as
to the feminine and neuter genders of such terms.
Section 1.3. Action by or Consent of Noteholders
and Certificate-holders
. Whenever any provision of this Agreement refers to action
to be taken, or consented to, by Noteholders or
Certificateholders, such provision shall be deemed to refer
to the Certificateholder or Noteholder, as the case may be,
of record as of the Record Date immediately preceding the
date on which such action is to be taken, or consent given,
by Noteholders or Certificateholders. Solely for the
purposes of any action to be taken, or consented to, by
Noteholders, any Note registered in the name of the
Depositor or any Affiliate thereof shall be deemed not to be
outstanding; provided, however, that, solely for the purpose
of determining whether the Trustee or the Trust Collateral
Agent, if any, is entitled to rely upon any such action or
consent, only Notes which the Owner Trustee, the Trustee or
the Trust Collateral Agent, if any, respectively, knows to
be so owned shall be so disregarded.
Section 1.4. Material Adverse Effect
. Whenever a determination is to be made under this
Agreement as to whether a given event, action, course of
conduct or set of facts or circumstances could or would have
a material adverse effect on the Noteholders or
Certificateholders (or any similar or analogous
determination), such determination shall be made without
taking into account the funds available from claims under
any policy or other Series Support.
ARTICLE II
Organization
Section 2.1. Name
. There is hereby formed a trust to be known as "Household
Automobile Revolving Trust I", in which name the Owner
Trustee may conduct the business of the Trust, make and
execute contracts and other instruments on behalf of the
Trust and xxx and be sued.
Section 2.2. Office
. The office of the Trust shall be in care of the Owner
Trustee at the Corporate Trust Office or at such other
address as the Owner Trustee may designate by written notice
to the Certificateholders and the Depositor.
Section 2.3. Purposes and Powers
(a) . (a) The purpose of the Trust is, and
the Trust shall have the power and authority, to engage in
the following activities:
(i) to issue the Notes pursuant to the Indenture
and each Series Supplement and the Certificates
pursuant to this Agreement and each Series Supplement,
and to sell the Notes;
(ii) with the proceeds of the sale of the Notes,
to fund the expense of obtaining any Series Support and
to pay the organizational, start-up and transactional
expenses of the Trust and to pay the balance to the
Depositor pursuant to the Master Sale and Servicing
Agreement;
(iii) with respect to each Series Trust
Estate, to assign, grant, transfer, pledge, mortgage
and convey each Series Trust Estate to the Trustee or
Trust Collateral Agent, as the case may be, pursuant to
the Indenture and the related Series Supplement for the
benefit of the Series Secured Parties;
(iv) to enter into and perform its obligations
under the Basic Documents and the Series Related
Documents with respect to each Series, in each case, to
which it is a party;
(v) to acquire, hold and manage the Owner Trust
Estate;
(vi) to make distributions on the Certificates in
accordance with their respective terms;
(vii) to own Class SV Preferred Stock of the
Depositor;
(viii) to engage in those activities, including
entering into agreements, that are necessary, suitable
or convenient to accomplish the foregoing or are
incidental thereto or connected therewith; and
(ix) subject to compliance with the Basic
Documents and the Series Related Documents with respect
to each Series, to engage in such other activities as
may be required in connection with conservation of the
Owner Trust Estate and the making of distributions to
the Certificateholders and the Noteholders.
(b) The Trust is hereby authorized to engage
in the foregoing activities. The Trust shall not engage in
any activity other than in connection with the foregoing or
other than as required or authorized by the terms of this
Agreement, the Basic Documents or any Series Related
Documents.
Section 2.4. Appointment of Owner Trustee
. The Depositor hereby appoints the Owner Trustee as
trustee of the Trust effective as of the date hereof, to
have all the rights, powers and duties set forth herein.
Section 2.5. Initial Capital Contribution of
Trust Estate
. The Depositor hereby sells, assigns, transfers, conveys
and sets over to the Owner Trustee, as of the date hereof,
the sum of $1 and one share of Class SV Preferred Stock of
the Depositor. The Owner Trustee hereby acknowledges
receipt in trust from the Depositor, as of the date hereof,
of the foregoing contribution, which shall constitute the
initial Owner Trust Estate. The Depositor shall pay
organizational expenses of the Trust as they may arise.
Section 2.6. Declaration of Trust
. The Owner Trustee hereby declares that it will hold the
Owner Trust Estate in trust upon and subject to the
conditions set forth herein for the use and benefit of the
Certificateholders, subject to the obligations of the Trust
under the Basic Documents and the Series Related Documents
with respect to each Series. It is the intention of the
parties hereto that the Trust constitute a business trust
under the Business Trust Statute and that this Agreement
constitute the governing instrument of such business trust.
It is the intention of the parties hereto that, solely for
income tax purposes, the Trust shall be treated as a branch;
provided, however, that in the event Certificates are owned
by more than one Certificateholder, it is the intention of
the parties hereto that, solely for income and franchise tax
purposes, the Trust shall then be treated as a partnership
and that, unless otherwise required by appropriate tax
authorities, only after such time the Trust will file or
cause to be filed annual or other necessary returns, reports
and other forms consistent with the characterization of the
Trust as a partnership for such tax purposes. Effective as
of the date hereof, the Owner Trustee shall have all rights,
powers and duties set forth herein and to the extent not
inconsistent herewith, in the Business Trust Statute with
respect to accomplishing the purposes of the Trust. The
Owner Trustee shall file the Certificate of Trust with the
Secretary of State.
Section 2.7. Liability
(a) . (a) The Depositor shall pay
organizational expenses of the Trust as they may arise or
shall, upon the request of the Owner Trustee, promptly
reimburse the Owner Trustee for any such expenses paid by
the Owner Trustee.
(b) No Holder, other than to the extent set
forth in clause (a), shall have any personal liability for
any liability or obligation of the Trust.
Section 2.8. Title to Trust Property
(a) . (a) Legal title to all the Owner
Trust Estate shall be vested at all times in the Trust as a
separate legal entity except where applicable law in any
jurisdiction requires title to any part of the Owner Trust
Estate to be vested in a trustee or trustees, in which case
title shall be deemed to be vested in the Owner Trustee, a
co-trustee and/or a separate trustee, as the case may be.
(b) The holders of the Series Trust
Certificates shall not have legal title to any part of the
related Series Trust Estate. The Holders of the Series
Trust Certificates shall be entitled to receive
distributions with respect to their undivided ownership
interest therein in accordance with the terms hereof and the
related Series Supplement. No transfer, by operation of law
or otherwise, of any right, title or interest by any
Certificateholder of its ownership interest in the Owner
Trust Estate shall operate to terminate this Agreement or
the trusts hereunder or entitle any transferee to an
accounting or to the transfer to it of legal title to any
part of any Series Trust Estate.
Section 2.9. Situs of Trust
. The Trust will be located and administered in the State
of Delaware. All bank accounts maintained by the Owner
Trustee on behalf of the Trust shall be located in the State
of Minnesota. Payments will be received by the Trust in
Minnesota and payments will be made by the Trust from
Minnesota. The Trust shall not have any employees in any
state other than Delaware; provided, however, that nothing
herein shall restrict or prohibit the Owner Trustee, the
Master Servicer or any agent of the Trust from having
employees within or without the State of Delaware. The only
office of the Trust will be at the Corporate Trust Office in
Delaware.
Section 2.10. Representations and Warranties of
the Depositor
. The Depositor makes the following representations and
warranties on which the Owner Trustee relies in accepting
the Owner Trust Estate in trust and issuing the Certificates
and Notes and upon which any Series Support Provider relies
in providing any Series Support. Each of the following
representations and warranties shall be deemed to be made on
each date on which a Series Trust Estate is pledged under
the Indenture.
(a) Organization and Good Standing. The
Depositor is duly organized and validly existing as a Nevada
corporation with power and authority to own its properties
and to conduct its business as such properties are currently
owned and such business is presently conducted and is
proposed to be conducted pursuant to this Agreement and the
Basic Documents.
(b) Due Qualification. It is duly qualified
to do business as a foreign corporation in good standing,
and has obtained all necessary licenses and approvals, in
all jurisdictions in which the ownership or lease of its
property, the conduct of its business and the performance of
its obligations under this Agreement and the Basic Documents
requires such qualification and in which the failure to so
qualify would have a material adverse effect on the
business, properties, assets or condition (financial or
otherwise) of the Depositor.
(c) Power and Authority. The Depositor has
the corporate power and authority to execute and deliver
this Agreement and to carry out its terms; the Depositor has
full power and authority to sell and assign the property to
be sold and assigned to and deposited with the Trust; the
Depositor has duly authorized such sale, assignment and
deposit to the Trust by all necessary corporate action; and
the execution, delivery and performance of this Agreement
has been duly authorized by the Depositor by all necessary
corporate action.
(d) Binding Obligations. This Agreement,
when duly executed and delivered, shall constitute legal,
valid and binding obligations of the Depositor enforceable
against the Depositor in accordance with its terms, except
as enforceability may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the
enforcement of creditors' rights generally and by equitable
limitations on the availability of specific remedies,
regardless of whether such enforceability is considered in a
proceeding in equity or at law.
(e) No Consent Required. To the best
knowledge of the Depositor, no consent, license, approval or
authorization or registration or declaration with, any
Person or with any governmental authority, bureau or agency
is required in connection with the execution, delivery or
performance of this Agreement, the Basic Documents and the
applicable Series Related Documents, except for such as have
been obtained, effected or made or as to which a failure to
obtain, effect or make would not have a material adverse
effect on the business, properties, assets or condition
(financial or other) of the Depositor.
(f) No Violation. The consummation of the
transactions contemplated by this Agreement and the
fulfillment of the terms hereof do not conflict with, result
in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time) a
default under, the articles of incorporation or by-laws of
the Depositor, or any material indenture, agreement or other
instrument to which the Depositor is a party or by which it
is bound; nor result in the creation or imposition of any
Lien upon any of its properties pursuant to the terms of any
such indenture, agreement or other instrument (other than
pursuant to the Basic Documents or any applicable Series
Related Documents); nor violate any law or, to the best of
the Depositor's knowledge, any order, rule or regulation
applicable to the Depositor of any court or of any Federal
or state regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the
Depositor or its properties.
(g) No Proceedings. To the best of the
Depositor's knowledge, there are no proceedings or
investigations pending or, to its knowledge threatened
against it before any court, regulatory body, administrative
agency or other tribunal or governmental instrumentality
having jurisdiction over it or its properties (A) asserting
the invalidity of this Agreement or any of the Basic
Documents, (B) seeking to prevent the issuance of the
Certificates or the Notes or the consummation of any of the
transactions contemplated by this Agreement or any of the
Basic Documents, c seeking any determination or ruling that
might materially and adversely affect its performance of its
obligations under, or the validity or enforceability of,
this Agreement, any of the Basic Documents or any Series
Related Documents, or (D) seeking to adversely affect the
federal income tax or other federal, state or local tax
attributes of any of the Notes or Certificates.
Section 2.11. Federal Income Tax Allocations
. In the event that the Trust is treated as a partnership
for Federal income tax purposes, net income of the Trust for
any month as determined for Federal income tax purposes (and
each item of income, gain, loss, credit and deduction
entering into the computation thereof) shall be allocated:
(a) with respect to each Series, to the
extent of available net income with respect to the related
Series Trust Estate, among the Certificateholders of such
Series as of the first Record Date following the end of such
month, in proportion to their ownership of principal amount
of Certificates of such Series on such date, an amount of
net income up to the sum of (i) the Certificateholders'
Monthly Interest Distributable Amount for such month with
respect to such Series, (ii) Certificateholders' Interest
Carryover Shortfall for such month with respect to such
Series, and (iii) the portion of the market discount on the
related Receivables accrued during such month that is
allocable to the excess of the initial aggregate principal
amount of the Certificates of such Series over their initial
aggregate issue price;
(b) (b) with respect to the Owner Trust Certificates,
available net income with respect to the Unpledged Trust
estate among the Holders of the Owner Trust Certificates
as of the first Record Date following the end of such
month; and
(c) to the Depositor, to the extent of any
remaining net income.
If the net income of the Trust with respect to any Series
for any month is insufficient for the allocations described
in clause (a) above, subsequent net income shall first be
allocated to make up such shortfall before being allocated
as provided in clause c. Net losses of the Trust with
respect to any Series (or with respect to the Unpledged
Trust Estate), if any, for any month as determined for
Federal income tax purposes (and each item of income, gain,
loss, credit and deduction entering into the computation
thereof) shall be allocated among the Certificateholders of
such Series, or the Holders of the Owner Trust Certificates,
as the case may be, as of the Record Date in proportion to
their ownership of principal amount of Certificates of such
Series on such Record Date until the principal balance of
the Certificates is reduced to zero. The Depositor is
authorized to modify the allocations in this paragraph if
necessary or appropriate, in its sole discretion, for the
allocations to fairly reflect the economic income, gain or
loss to the Certificateholders of such Series, or as
otherwise required by the Code.
Section 2.12. Covenants of the Depositor
. The Depositor agrees and covenants for the benefit of
each Series Secured Party and the Owner Trustee and the
Trustee for the benefit of the Noteholders, during the term
of this Agreement, and to the fullest extent permitted by
applicable law, that:
(a) it shall not create, incur or suffer to
exist any indebtedness or engage in any business, except, in
each case, as permitted by its certificate of incorporation,
the Basic Documents and the Series Related Documents;
(b) it shall not, for any reason, institute
proceedings for the Trust to be adjudicated a bankrupt or
insolvent, or consent to the institution of bankruptcy or
insolvency proceedings against the Trust, or file a petition
seeking or consenting to reorganization or relief under any
applicable federal or state law relating to the bankruptcy
of the Trust, or consent to the appointment of a receiver,
liquidator, assignee, trustee, sequestrator (or other
similar official) of the Trust or a substantial part of the
property of the Trust or cause or permit the Trust to make
any assignment for the benefit of creditors, or admit in
writing the inability of the Trust to pay its debts
generally as they become due, or declare or effect a
moratorium on the debt of the Trust or take any action in
furtherance of any such action;
(c) it shall obtain from each counterparty
to each Basic Document to which it or the Trust is a party
and each other agreement entered into on or after the date
hereof to which it or the Trust is a party, an agreement by
each such counterparty that prior to the occurrence of the
event specified in 9.1(e) such counterparty shall not
institute against, or join any other Person in instituting
against, it or the Trust, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings or other
similar proceedings under the laws of the United States or
any state of the United States; and
(d) it shall not, for any reason, withdraw
or attempt to withdraw from this Agreement, dissolve,
institute proceedings for it to be adjudicated a bankrupt or
insolvent, or consent to the institution of bankruptcy or
insolvency proceedings against it, or file a petition
seeking or consenting to reorganization or relief under any
applicable federal or state law relating to bankruptcy, or
consent to the appointment of a receiver, liquidator,
assignee, trustee, sequestrator (or other similar official)
of it or a substantial part of its property, or make any
assignment for the benefit of creditors, or admit in writing
its inability to pay its debts generally as they become due,
or declare or effect a moratorium on its debt or take any
action in furtherance of any such action.
Section 2.13. Covenants of the Certificateholders
. Each Certificateholder agrees:
(a) to be bound by the terms and conditions
of the related Certificates, of this Agreement and, with
respect to the holders of Series Trust Certificates, of the
related Series Supplement, including any supplements or
amendments hereto and to perform the obligations of a
Certificateholder as set forth therein or herein, in all
respects as if it were a signatory hereto. This undertaking
is made for the benefit of the Trust, the Owner Trustee and
any related Series Secured Parties;
(b) to hereby appoint the Depositor as such
Certificateholder's agent and attorney-in-fact to sign any
federal income tax information return filed on behalf of the
Trust, if any, and agree that, if requested by the Trust, it
will sign such federal income tax information return in its
capacity as holder of an interest in the Trust. Each
Certificateholder also hereby agrees that in its tax returns
it will not take any position inconsistent with those taken
in any tax returns that may be filed by the Trust;
(c) if such Certificateholder is other than
an individual or other entity holding its Certificate
through a broker who reports securities sales on Form 1099-
B, to notify the Owner Trustee of any transfer by it of a
Certificate in a taxable sale or exchange, within 30 days of
the date of the transfer;
(d) until the completion of the events
specified in 9.1(e), not to, for any reason, institute
proceedings for the Trust or the Depositor to be adjudicated
a bankrupt or insolvent, or consent to the institution of
bankruptcy or insolvency proceedings against the Trust, or
file a petition seeking or consenting to reorganization or
relief under any applicable federal or state law relating to
bankruptcy, or consent to the appointment of a receiver,
liquidator, assignee, trustee, sequestrator (or other
similar official) of the Trust or a substantial part of its
property, or cause or permit the Trust to make any
assignment for the benefit of its creditors, or admit in
writing its inability to pay its debts generally as they
become due, or declare or effect a moratorium on its debt or
take any action in furtherance of any such action; and
(e) that there shall not be more than 98
other holders of Certificates.
ARTICLE III
Certificates and Transfer of Interests
Section 3.1. Initial Ownership
. Upon the formation of the Trust by the contribution by
the Depositor pursuant to 2.5, the Trust shall issue an
Owner Trust Certificate to the Depositor having an initial
principal amount of $1, and thereafter shall have a
principal amount equal to the Principal Balance of the
Receivables included in the Unpledged Trust Estate.
Section 3.2. The Certificates; Issuable in
Series
(a) . (a) The Series Certificates shall be
issued in denominations of $100,000 and integral multiples
of $1,000 in excess thereof. The Owner Trust Certificates
shall have no restrictions as to denomination. The
Certificates shall be executed on behalf of the Trust by
manual or facsimile signature of an authorized officer of
the Owner Trustee. Certificates bearing the manual or
facsimile signatures of individuals who were, at the time
when such signatures shall have been affixed, authorized to
sign on behalf of the Trust, shall be validly issued and
entitled to the benefit of this Agreement, notwithstanding
that such individuals or any of them shall have ceased to be
so authorized prior to the authentication and delivery of
such Certificates or did not hold such offices at the date
of authentication and delivery of such Certificates. A
transferee of a Certificate shall become a
Certificateholder, and shall be entitled to the rights and
subject to the obligations of a Certificateholder hereunder,
upon due registration of such Certificate in such
transferee's name pursuant to 3.4.
(b) No Series Trust Certificates shall be
issued under this Agreement unless such Certificates have
been authorized pursuant to a Series Supplement and all
conditions precedent to the issuance thereof, as specified
in the related Series Supplement shall have been satisfied.
All Series Trust Certificates of each Series issued under
this Agreement shall be in all respects entitled to the
benefits hereof and of the related Series Trust Estate. All
Owner Trust Certificates issued under this Agreement shall
be in all respects entitled to the benefits hereof and of
the Unpledged Trust Estate.
Section 3.3. Authentication of Certificates
. Concurrently with each initial pledge of Receivables
under the Indenture and a related Series Supplement, the
Trust shall issue Certificates of the related Series, in an
aggregate principal amount equal to the initial Certificate
Balance of such Series. The Owner Trustee shall cause the
related Certificates to be executed on behalf of the Trust,
authenticated and delivered to or upon the written order of
the Depositor, signed by its chairman of the board, its
president or any vice president, its treasurer or any
assistant treasurer without further corporate action by the
Depositor, in authorized denominations. No Certificate
shall entitle its holder to any benefit under this Agreement
or, with respect to a Series, the related Series Supplement,
or shall be valid for any purpose, unless there shall appear
on such Certificate a certificate of authentication
substantially in the form set forth in Exhibit A, executed
by the Owner Trustee or its authenticating agent, by manual
signature; such authentication shall constitute conclusive
evidence that such Certificate shall have been duly
authenticated and delivered hereunder. All Certificates
shall be dated the date of their authentication.
Section 3.4. Registration of Transfer and
Exchange of Certificates
. The Certificate Registrar shall keep or cause to be kept,
at the office or agency maintained pursuant to 3.8, a
Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Owner Trustee shall
provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided.
The Owner Trustee shall be the initial Certificate
Registrar.
The Certificates have not been registered under the
Securities Act of 1933, as amended (the "Securities Act") or
any state securities law. The Certificate Registrar shall
not register the transfer of any Certificate unless such
resale or transfer is pursuant to an effective registration
statement under the Securities Act or is to the Depositor or
unless it shall have received (i) a representation letter
substantially in the form of Exhibit D hereto or (ii) such
other representations (or an Opinion of Counsel)
satisfactory to the Owner Trustee to the effect that such
resale or transfer is made (A) in a transaction exempt from
the registration requirements of the Securities Act and
applicable state securities laws, or (B) to a person who the
transferor of the Certificate reasonably believes is a
qualified institutional buyer (within the meaning of Rule
144A under the Securities Act) that is aware that such
resale or other transfer is being made in reliance upon Rule
144A. Until the earlier of (i) such time as the
Certificates shall be registered pursuant to a registration
statement filed under the Securities Act and (ii) the date
three years from the later of the date of the original
authentication and delivery of the Certificates and the date
any Certificate was acquired from the Seller or any
affiliate of the Seller, the Certificates shall bear a
legend as follows:
THIS CERTIFICATE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"),
OR THE SECURITIES LAWS OF ANY STATE IN
RELIANCE UPON EXEMPTIONS PROVIDED BY THE
SECURITIES ACT AND SUCH STATE SECURITIES
LAWS. NO RESALE OR OTHER TRANSFER OF
THIS CERTIFICATE MAY BE MADE UNLESS SUCH
RESALE OR TRANSFER (A) IS MADE IN
ACCORDANCE WITH 3.4 OF THE OWNER TRUST
AGREEMENT PERTAINING TO THE HOUSEHOLD
AUTO RECEIVABLES TRUST I (THE
"AGREEMENT") AND (B) IS MADE (i)
PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, (ii)
IN A TRANSACTION EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS, (iii) TO THE SELLER OR
(iv) TO A PERSON WHO THE TRANSFEROR
REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING
OF RULE 144A UNDER THE SECURITIES ACT
THAT IS AWARE THAT THE RESALE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A AND c UPON THE SATISFACTION OF
CERTAIN OTHER REQUIREMENTS SPECIFIED IN
THE AGREEMENT. NEITHER THE SELLER, THE
MASTER SERVICER, THE TRUST NOR THE OWNER
TRUSTEE IS OBLIGATED TO REGISTER THE
CERTIFICATES UNDER THE SECURITIES ACT OR
ANY APPLICABLE STATE SECURITIES LAWS.
The Certificate Registrar shall not register the
initial placement of the Certificates unless it shall have
received a Purchaser Representation Letter in the form of
Exhibit C.
The Certificate Registrar shall provide the
Trustee Collateral Agent with a list of the names and
addresses of the Certificateholders on each Series Closing
Date in the form which such information is provided to the
Certificate Registrar by the Depositor. Upon any transfers
of Certificates, the Certificate Registrar shall notify the
Trust Collateral Agent of the name and address of the
transferee in writing, by facsimile, on the day of such
transfer.
Upon surrender for registration of transfer of any
Certificate at the office or agency maintained pursuant to
3.8, the Owner Trustee shall execute, authenticate and
deliver, in the name of the designated transferee or
transferees, one or more new Certificates of the same Series
in authorized denominations and aggregate principal amount,
dated the date of authentication by the Owner Trustee or any
authenticating agent. At the option of a Holder,
Certificates may be exchanged for other Certificates of the
same Series in authorized denominations of a like aggregate
principal amount upon surrender of the Certificates of the
same Series, to be exchanged at the office or agency
maintained pursuant to 3.8.
Every Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by
a written instrument of transfer in form satisfactory to the
Owner Trustee and the Certificate Registrar duly executed by
the Certificateholder or his attorney duly authorized in
writing, with such signature guaranteed by an "eligible
guarantor institution" meeting the requirements of the
Certificate Registrar, which requirements include membership
or participation in the Securities Transfer Agent's
Medallion Program ("STAMP") or such other "signature
guarantee program" as may be determined by the Certificate
Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Exchange Act. Each Certificate
surrendered for registration of transfer or exchange shall
be canceled and subsequently disposed of by the Owner
Trustee in accordance with its customary practice.
No service charge shall be made for any
registration of transfer or exchange of Certificates, but
the Owner Trustee or the Certificate Registrar may require
payment of a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with any transfer
or exchange of Certificates.
Notwithstanding the preceding provisions of this
Section, the Owner Trustee shall not be required to make,
and the Certificate Registrar shall not be required to
register, transfers and exchanges of Certificates for a
period of 15 days preceding the due date for any payment
with respect to the Certificate.
Section 3.5. Mutilated, Destroyed, Lost or
Stolen Certificates
. If (a) any mutilated Certificate shall be
surrendered to the Certificate Registrar, or if the
Certificate Registrar shall receive evidence to its
satisfaction of the destruction, loss or theft of any
Certificate and (b) there shall be delivered to the
Certificate Registrar and the Owner Trustee, such security
or indemnity as may be required by them to save each of them
harmless, then in the absence of notice that such
Certificate shall have been acquired by a bona fide
purchaser, the Owner Trustee on behalf of the Trust shall
execute and the Owner Trustee or its authenticating agent
shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like Series principal
balance. In connection with the issuance of any new
Certificate under this Section, the Owner Trustee or the
Certificate Registrar may require the payment of a sum
sufficient to cover any tax or other governmental charge
that may be imposed in connection therewith. Any duplicate
Certificate issued pursuant to this section shall constitute
conclusive evidence of an ownership interest in the Trust,
as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.
Section 3.6. Persons Deemed Certificateholders
. Every Person by virtue of becoming a Certificateholder in
accordance with this Agreement and the rules and regulations
of the Certificate Registrar shall be deemed to be bound by
the terms of this Agreement. Prior to due presentation of a
Certificate for registration of transfer, the Owner Trustee,
the Certificate Registrar and any agent of the Owner Trustee
and the Certificate Registrar may treat the Person in whose
name any Certificate shall be registered in the Certificate
Register as the owner of such Certificate for the purpose of
receiving distributions pursuant hereto, the Indenture or
any Series Supplement (in the case of a Series Trust
Certificate) and for all other purposes whatsoever, and none
of the Owner Trustee, the Certificate Registrar, nor any
agent of the Owner Trustee or the Certificate Registrar
shall be bound by any notice to the contrary.
Section 3.7. Access to List of
Certificateholders' Names and Addresses
. The Owner Trustee or the Certificate Registrar shall
furnish or cause to be furnished to the Master Servicer, the
Depositor or Owner Trustee within 15 days after receipt by
the Owner Trustee or the Certificate Registrar of a request
therefor from such Person in writing, a list, of the names
and addresses of the Certificateholders as of the most
recent Record Date. If three or more Holders of
Certificates or one or more Holders of Certificates
evidencing not less than 25% of the Certificate Balance
apply in writing to the Owner Trustee or the Certificate
Registrar, and such application states that the applicants
desire to communicate with other Certificateholders with
respect to their rights under this Agreement, under the
Certificates of such Series or under the related Series
Supplement and such application is accompanied by a copy of
the communication that such applicants propose to transmit,
then the Owner Trustee or the Certificate Registrar shall,
within five Business Days after the receipt of such
application, afford such applicants access during normal
business hours to the current list of Certificateholders of
such Series. Each Holder, by receiving and holding a
Certificate, shall be deemed to have agreed not to hold any
of the Depositor, the Master Servicer, the Owner Trustee or
any agent thereof accountable by reason of the disclosure of
its name and address, regardless of the source from which
such information was derived.
Section 3.8. Maintenance of Office or Agency
. The Owner Trustee or the Certificate Registrar shall
maintain in Wilmington, Delaware, an office or offices or
agency or agencies where Certificates may be surrendered for
registration of transfer or exchange and where notices and
demands to or upon the Owner Trustee in respect of the
Certificates and the Basic Documents may be served. The
Owner Trustee initially designates its Corporate Trust
Office for such purposes. The Owner Trustee shall give
prompt written notice to the Depositor, the
Certificateholders and (unless a Support Default shall have
occurred and be continuing) any Series Support Provider of
any change in the location of the Certificate Register or
any such office or agency.
Section 3.9. ERISA Restrictions
. The Certificates may not be acquired by or for the
account of (i) an employee benefit plan (as defined in
3(3) of the Employee Retirement Income Security Act of
1974, as amended ("ERISA")) that is subject to the
provisions of Title I of ERISA, (ii) a plan described in
4975(e)(1) of the Internal Revenue Code of 1985, as
amended, or (iii) any entity whose underlying assets include
plan assets by reason of a plan's investment in the entity
(each, a "Benefit Plan"). By accepting and holding its
beneficial ownership interest in its Certificate, the Holder
thereof shall be deemed to have represented and warranted
that it is not a Benefit Plan.
Section 3.10. Securities Matters
. Notwithstanding anything contained herein to the
contrary, the Owner Trustee shall not be responsible for
ascertaining whether any transfer complies with the
registration provisions or exemptions from the Securities
Act, the Exchange Act, applicable state securities law or
the Investment Company Act; provided, however, that if a
certificate is specifically required to be delivered to the
Owner Trustee by a purchaser or transferee of a Certificate,
the Owner Trustee shall be under a duty to examine the same
to determine whether it conforms to the requirements of this
Trust Agreement and shall promptly notify the party
delivering the same if such certificate does not so conform.
Section 3.11. Payments on Owner Trust
Certificates
.
On each Distribution Date the Certificate Paying
Agent shall distribute pro rata to the Holders of the Owner
Trust Certificates amounts received pursuant to Section 5.5
of the Master Sale and Servicing Agreement representing
Collected Funds with respect to the Unpledged Trust Estate.
Section 3.12. Paying Agent
. Distributions to be made in respect of the Certificates
pursuant to this Agreement, or any Series Supplement shall
be made by the Certificate Paying Agent, by wire transfer or
check mailed to the Certificateholder of record in the
Certificate Register without the presentation or surrender
of the Certificate or the making of any notation thereon,
except as provided in Section 9.1c with respect to the final
distribution on a Series Trust Certificates or the Owner
Trust Certificates.
ARTICLE IV
Voting Rights and Other Actions
Section 4.1. Prior Notice to Holders with
Respect to Certain Matters
. With respect to the following matters, the Owner Trustee
shall not take action unless at least 30 days before the
taking of such action, the Owner Trustee shall have notified
the Certificateholders in writing of the proposed action and
the Certificate Majority shall not have notified the Owner
Trustee in writing prior to the 30th day after such notice
is given that such Certificateholders have withheld consent
or provided alternative direction
(a) the election by the Trust to file an
amendment to the Certificate of Trust, which amendment shall
have satisfied the Rating Agency Condition (unless such
amendment is required to be filed under the Business Trust
Statute or unless such amendment would not materially and
adversely affect the interests of the Holders);
(b) the amendment of the Indenture by a
supplemental indenture in circumstances where the consent of
any Noteholder is required;
(c) the amendment of the Indenture by a
supplemental indenture in circumstances where the consent of
any Noteholder is not required and such amendment materially
adversely affects the interest of the Certificateholders; or
(d) except pursuant to 13.1(b) of the
Master Sale and Servicing Agreement, the amendment, change
or modification of the Master Sale and Servicing Agreement,
except to cure any ambiguity or defect or to amend or
supplement any provision in a manner that would not
materially adversely affect the interests of the
Certificateholders.
(e) the Depositor shall not, without the
unanimous consent of the holders of the Class SV Preferred
Stock of the Depositor, institute proceedings to be
adjudicated insolvent, or consent to the institution of any
bankruptcy or insolvency case or proceedings against it, or
file or consent to a petition under any applicable federal
or state law relating to bankruptcy, seeking the Depositor's
liquidation or reorganization or any other relief for the
Corporation as debtor, or consent to the appointment of a
receiver, liquidator, assignee, trustee, custodian or
sequestrator (or other similar official) of the Corporation
or a substantial part of its property, or make any
assignment for the benefit of creditors, or admit in writing
its inability to pay its debts generally as they become due,
or take any corporate action in furtherance of such action.
The Owner Trustee shall notify the Certificateholders in
writing of any appointment of a successor Note Registrar,
Trust Collateral Agent or Certificate Registrar within five
Business Days thereof.
Section 4.2. Action by Certificateholders with
Respect to Certain Matters
. The Owner Trustee shall not have the power (a) to remove
the Master Servicer under the Master Sale and Servicing
Agreement or (b) except as expressly provided in the
Indenture and the related Series Supplement and at the
direction of the Certificateholders, sell the Receivables
after the termination of the Indenture. The Owner Trustee
shall take the actions referred to in the preceding sentence
only upon written instructions signed by the
Certificateholders and the furnishing of indemnification
satisfactory to the Owner Trustee by the Certificateholders.
Section 4.3. Action by Certificateholders with
Respect to Bankruptcy
. Until one year and one day following the date of payment
in full of the Notes of each Series have been paid in full,
the Owner Trustee shall not have the power to, and shall
not, commence any proceeding or other actions contemplated
by 2.13(d) hereof relating to the Trust without the prior
written consent of all the Series Secured Parties and of all
the Certificateholders and the delivery to the Owner Trustee
by each such Certificateholder of a certificate certifying
that such Certificateholder reasonably believes that the
Trust is insolvent.
Section 4.4. Restrictions on Certificateholders'
Power
(a) . (a) The Certificateholders shall not
direct the Owner Trustee to take or refrain from taking any
action if such action or inaction would be contrary to any
obligation of the Trust or the Owner Trustee under this
Agreement, any of the Basic Documents or any Series Related
Documents or would be contrary to 2.3 or otherwise
contrary to law nor shall the Owner Trustee be obligated to
follow any such direction, if given.
(b) No Certificateholder shall have any
right by virtue or by availing itself of any provisions of
this Agreement to institute any suit, action, or proceeding
in equity or at law upon or under or with respect to this
Agreement or any Basic Document, unless there are no
outstanding notes of any Series and unless the Certificate
Majority previously shall have given to the Owner Trustee a
written notice of default and of the continuance thereof, as
provided in this Agreement, and also unless the Certificate
Majority shall have made written request upon the Owner
Trustee to institute such action, suit or proceeding in its
own name as Owner Trustee under this Agreement and shall
have offered to the Owner Trustee such reasonable indemnity
as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Owner
Trustee, for 30 days after its receipt of such notice,
request, and offer of indemnity, shall have neglected or
refused to institute any such action, suit, or proceeding,
and during such 30-day period no request or waiver
inconsistent with such written request has been given to the
Owner Trustee pursuant to and in compliance with this
section or 6.3; it being understood and intended, and
being expressly covenanted by each Certificateholder with
every other Certificateholder and the Owner Trustee, that no
one or more Holders of Certificates shall have any right in
any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect,
disturb, or prejudice the rights of the Holders of any other
of the Certificates, or to obtain or seek to obtain priority
over or preference to any other such Holder, or to enforce
any right under this Agreement, except in the manner
provided in this Agreement and for the equal, ratable, and
common benefit of all Certificateholders. For the
protection and enforcement of the provisions of this 4.4,
each and every Certificateholder and the Owner Trustee shall
be entitled to such relief as can be given either at law or
in equity.
Section 4.5. Majority Control
. No Certificateholder shall have any right to vote or in
any manner otherwise control the operation and management of
the Trust except as expressly provided in this Agreement.
Except as expressly provided herein, any action that may be
taken by the Certificateholders under this Agreement may be
taken by the Certificate Majority. Except as expressly
provided herein, any written notice of the
Certificateholders delivered pursuant to this Agreement
shall be effective if signed by the Certificate Majority at
the time of the delivery of such notice.
ARTICLE V
Certain Duties
Section 5.1. Accounting and Records to the
Noteholders, Certificate-holders, the Internal Revenue
Service and Others
. Subject to Sections 12.1(b)(iii) and 12.1c of the Master
Sale and Servicing Agreement, the Holder of the Owner Trust
Certificate shall (a) maintain (or cause to be maintained)
the books of the Trust on a calendar year basis on the
accrual method of accounting, including, without limitation,
the allocations of net income under 2.11, (b) deliver (or
cause to be delivered) to each Certificateholder, as may be
required by the Code and applicable Treasury Regulations,
such information as may be required (including Schedule K-1,
if applicable) to enable each Certificateholder to prepare
its Federal and state income tax returns, c file or cause to
be filed, if necessary, such tax returns relating to the
Trust (including a partnership information return, Form
1065), and direct the Owner Trustee or the Master Servicer,
as the case may be, to make such elections as may from time
to time be required or appropriate under any applicable
state or Federal statute or rule or regulation thereunder so
as to maintain the Trust's characterization as a branch, or
if applicable, as a partnership, for Federal income tax
purposes and (d) collect or cause to be collected any
withholding tax as described in and in accordance with the
Master Sale and Serving Agreement or any Series Supplement
with respect to income or distributions to
Certificateholders and the appropriate forms relating
thereto. The Owner Trustee or the Master Servicer, as the
case may be, shall make all elections pursuant to this 5.1
as directed in writing by the Depositor. The Owner Trustee
shall sign all tax information returns, if any, filed
pursuant to this 5.1 and any other returns as may be
required by law, and in doing so shall rely entirely upon,
and shall have no liability for information provided by, or
calculations provided by, the Depositor or the Master
Servicer. The Owner Trustee shall elect under 1278 of the
Code to include in income currently any market discount that
accrues with respect to the Receivables. The Owner Trustee
shall not make the election provided under 754 of the
Code.
Section 5.2. Signature on Returns; Tax Matters
Partner
(a) . (a) Notwithstanding the provisions
of 5.1 and in the event that the Trust is characterized as
a partnership, the Owner Trustee shall sign on behalf of the
Trust the tax returns of the Trust, unless applicable law
requires a Certificateholder to sign such documents, in
which case such documents shall be signed by the Depositor.
(b) In the event that the Trust is
characterized as a partnership, the Depositor shall be the
"tax matters partner" of the Trust pursuant to the Code.
Section 5.3. Note Purchase Agreements
. The Master Servicer is hereby authorized to execute and
deliver on behalf of the Trust one or more Note Purchase
Agreements with respect to the Notes.
ARTICLE VI
Authority and Duties of Owner Trustee
Section 6.1. General Authority
. The Owner Trustee is authorized and directed to execute
and deliver the Basic Documents and each Series Supplement
and the related Series Related Documents to which the Trust
is named as a party and each certificate or other document
attached as an exhibit to or contemplated by the Basic
Documents and each Series Supplement and the related Series
Related Documents to which the Trust is named as a party and
any amendment thereto, in each case, in such form as the
Holder of the Owner Trust Certificate shall approve as
evidenced conclusively by the Owner Trustee's execution
thereof, and on behalf of the Trust, to direct the Trustee
to authenticate and deliver each Series of Notes (or Class
of such Series). In addition to the foregoing, the Owner
Trustee is authorized, but shall not be obligated, to take
all actions required of the Trust pursuant to the Basic
Documents and each Series Supplement and the related Series
Related Documents. The Owner Trustee is further authorized
from time to time to take such action as the Certificate
Majority recommends with respect to the Basic Documents and
each Series Supplement and the related Series Related
Documents so long as such activities are consistent with the
terms of the Basic Documents and each Series Supplement and
the related Series Related Documents.
Section 6.2. General Duties
. It shall be the duty of the Owner Trustee to discharge
(or cause to be discharged) all of its responsibilities
pursuant to the terms of this Agreement and to administer
the Trust in accordance with the provisions of this
Agreement and in the interest of the Holders, subject to the
Basic Documents and, with respect to Series Trust
Certificates, each Series Supplement and the related Series
Related Documents. Notwithstanding the foregoing, the Owner
Trustee shall be deemed to have discharged its duties and
responsibilities hereunder and under the Basic Documents
and, with respect to Series Trust Certificates, each Series
Supplement and the related Series Related Documents to the
extent the Master Servicer has agreed in the Master Sale and
Servicing Agreement to perform any act or to discharge any
duty of the Trust or the Owner Trustee hereunder or under
any Basic Document and, with respect to Series Trust
Certificates, each Series Supplement and the related Series
Related Documents, and the Owner Trustee shall not be liable
for the default or failure of the Master Servicer to carry
out its obligations under the Master Sale and Servicing
Agreement.
Section 6.3. Action upon Instruction
(a) . (a) Subject to Article IV, the
Certificate Majority shall have the exclusive right to
direct the actions of the Owner Trustee in the management of
the Trust, so long as such instructions are not inconsistent
with the express terms set forth herein, in any Basic
Document or, with respect to Series Trust Certificates, in
any Series Supplement or in any Series Related Document.
The Certificate Majority shall not instruct the Owner
Trustee in a manner inconsistent with this Agreement or the
Basic Documents or, with respect to Series Trust
Certificates, any Series Supplement or any Series Related
Document.
(b) The Owner Trustee shall not be required
to take any action hereunder or under any Basic Document or,
with respect to Series Trust Certificates, any Series
Supplement or any Series Related Document if the Owner
Trustee shall have reasonably determined, or shall have been
advised by counsel, that such action is likely to result in
liability on the part of the Owner Trustee or is contrary to
the terms hereof or of any Basic Document or, with respect
to Series Trust Certificates, any Series Supplement or any
Series Related Document or is otherwise contrary to law.
(c) Whenever the Owner Trustee is unable to
decide between alternative courses of action permitted or
required by the terms of this Agreement or any Basic
Document or, with respect to Series Trust Certificates, any
Series Supplement or any Series Related Document, the Owner
Trustee shall promptly give notice (in such form as shall be
appropriate under the circumstances) to the Certificate
Majority requesting instruction as to the course of action
to be adopted, and to the extent the Owner Trustee acts in
good faith in accordance with any written instruction of the
Certificate Majority, the Owner Trustee shall not be liable
on account of such action to any Person. If the Owner
Trustee shall not have received appropriate instruction
within ten days of such notice (or within such shorter
period of time as reasonably may be specified in such notice
or may be necessary under the circumstances) it may, but
shall be under no duty to, take or refrain from taking such
action, not inconsistent with this Agreement or the Basic
Documents or, with respect to Series Trust Certificates, any
Series Supplement or any Series Related Document, as it
shall deem to be in the best interests of the
Certificateholders, and shall have no liability to any
Person for such action or inaction.
(d) In the event that the Owner Trustee is
unsure as to the application of any provision of this
Agreement or any Basic Document or, with respect to Series
Trust Certificates, any Series Supplement or any Series
Related Document or any such provision is ambiguous as to
its application, or is, or appears to be, in conflict with
any other applicable provision, or in the event that this
Agreement permits any determination by the Owner Trustee or
is silent or is incomplete as to the course of action that
the Owner Trustee is required to take with respect to a
particular set of facts, the Owner Trustee may give notice
(in such form as shall be appropriate under the
circumstances) to the Certificate Majority requesting
instruction and, to the extent that the Owner Trustee acts
or refrains from acting in good faith in accordance with any
such instruction received, the Owner Trustee shall not be
liable, on account of such action or inaction, to any
Person. If the Owner Trustee shall not have received
appropriate instruction within 10 days of such notice (or
within such shorter period of time as reasonably may be
specified in such notice or may be necessary under the
circumstances) it may, but shall be under no duty to, take
or refrain from taking such action, not inconsistent with
this Agreement, the Basic Documents or any Series Related
Document, as it shall deem to be in the best interests of
the Certificateholders, and shall have no liability to any
Person for such action or inaction.
Section 6.4. No Duties Except as Specified in
this Agreement or in Instructions
. The Owner Trustee shall not have any duty or obligation
to manage, make any payment with respect to, register,
record, sell, dispose of, or otherwise deal with the Owner
Trust Estate, or to otherwise take or refrain from taking
any action under, or in connection with, any document
contemplated hereby to which the Owner Trustee is a party,
except as expressly provided by the terms of this Agreement
or in any document or written instruction received by the
Owner Trustee pursuant to 6.3; and no implied duties or
obligations shall be read into this Agreement or any Basic
Document or, with respect to Series Trust Certificates, any
Series Supplement or any Series Related Document against the
Owner Trustee. The Owner Trustee shall have no
responsibility for filing any financing or continuation
statement in any public office at any time or to otherwise
perfect or maintain the perfection of any security interest
or lien granted to it hereunder or to prepare or file any
Commission filing for the Trust or to record this Agreement
or any Basic Document or, with respect to Series Trust
Certificates, any Series Supplement or any Series Related
Document. The Owner Trustee nevertheless agrees that it
will, at its own cost and expense, promptly take all action
as may be necessary to discharge any Liens on any part of
the Owner Trust Estate that result from actions by, or
claims against, the Owner Trustee (solely in its individual
capacity) and that are not related to the ownership or the
administration of the Owner Trust Estate.
Section 6.5. No Action Except under Specified
Documents or Instructions
. The Owner Trustee shall not manage, control, use, sell,
dispose of or otherwise deal with any part of the Owner
Trust Estate except (i) in accordance with the powers
granted to and the authority conferred upon the Owner
Trustee pursuant to this Agreement, (ii) in accordance with
the Basic Documents or any Series Related Document and (iii)
in accordance with any document or instruction delivered to
the Owner Trustee pursuant to 6.3.
Section 6.6. Restrictions
. The Owner Trustee shall not take any action (a) that is
inconsistent with the purposes of the Trust set forth in
2.3 or (b) that, to the actual knowledge of the Owner
Trustee, would result in the Trust's becoming taxable as a
corporation or a publicly traded partnership for Federal
income tax purposes. The Certificateholders shall not
direct the Owner Trustee to take action that would violate
the provisions of this Section.
ARTICLE VII
Concerning the Owner Trustee
Section 7.1. Acceptance of Trusts and Duties
. The Owner Trustee accepts the trusts hereby created and
agrees to perform its duties hereunder with respect to such
trusts but only upon the terms of this Agreement. The Owner
Trustee and the Certificate Paying Agent also agree to
disburse all monies actually received by it constituting
part of the Owner Trust Estate upon the terms of this
Agreement or the Basic Documents or, with respect to Series
Trust Certificates, any Series Supplement or any Series
Related Document. The Owner Trustee shall not be answerable
or accountable hereunder or under any Basic Document or,
with respect to Series Trust Certificates, any Series
Supplement or any Series Related Document under any
circumstances, except (i) for its own willful misconduct,
bad faith or negligence, (ii) in the case of the inaccuracy
of any representation or warranty contained in 7.3
expressly made by the Owner Trustee in its individual
capacity, (iii) for liabilities arising from the failure of
the Owner Trustee to perform obligations expressly
undertaken by it in the last sentence of 6.4 hereof, (iv)
for any investments issued by the Owner Trustee or any
branch or affiliate thereof in its commercial capacity or
(v) for taxes, fees or other charges on, based on or
measured by, any fees, commissions or compensation received
by the Owner Trustee. In particular, but not by way of
limitation (and subject to the exceptions set forth in the
preceding sentence):
(a) the Owner Trustee shall not be liable
for any error of judgment made by a Responsible Officer of
the Owner Trustee;
(b) the Owner Trustee shall not be liable
with respect to any action taken or omitted to be taken by
it in accordance with the instructions of the Certificate
Majority, the Depositor, the Master Servicer or any
Certificateholder;
(c) no provision of this Agreement or any
Basic Document or, with respect to Series Trust
Certificates, any Series Supplement or any Series Related
Document shall require the Owner Trustee to expend or risk
funds or otherwise incur any financial liability in the
performance of any of its rights or powers hereunder or
under any Basic Document or, with respect to Series Trust
Certificates, any Series Supplement or any Series Related
Document if the Owner Trustee shall have reasonable grounds
for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably
assured or provided to it;
(d) under no circumstances shall the Owner
Trustee be liable for indebtedness evidenced by or arising
under any of the Basic Documents or, with respect to Series
Trust Certificates, any Series Supplement or any Series
Related Document, including the principal of and interest on
the Notes;
(e) the Owner Trustee shall not be
responsible for or in respect of the validity or sufficiency
of this Agreement or for the due execution hereof by the
Depositor or for the form, character, genuineness,
sufficiency, value or validity of any of the Owner Trust
Estate or for or in respect of the validity or sufficiency
of the Basic Documents or, with respect to Series Trust
Certificates, any Series Supplement or any Series Related
Document, other than the certificate of authentication on
the Certificates, and the Owner Trustee shall in no event
assume or incur any liability, duty or obligation to the
Depositor, any Series Support Provider, Trustee, Trust
Collateral Agent, the Collateral Agent, any Noteholder or to
any Certificateholder, other than as expressly provided for
herein, in the Basic Documents or, with respect to Series
Trust Certificates, any Series Supplement or any Series
Related Document;
(f) the Owner Trustee shall not be liable
for the default or misconduct of the Depositor, any Series
Support Provider, the Trustee, the Trust Collateral Agent or
the Master Servicer under any of the Basic Documents or
otherwise and the Owner Trustee shall have no obligation or
liability to perform the obligations under this Agreement,
the Basic Documents or, with respect to Series Trust
Certificates, any Series Supplement or any Series Related
Document that are required to be performed by the Depositor
under this Agreement, by the Trustee under the Indenture,
any Series Supplement or any Series Related Document or the
Trust Collateral Agent or the Master Servicer under the
Master Sale and Servicing Agreement or any Series Supplement
or any Series Related Document; and
(g) the Owner Trustee shall be under no
obligation to exercise any of the rights or powers vested in
it by this Agreement, or to institute, conduct or defend any
litigation under this Agreement or otherwise or in relation
to this Agreement or any Basic Document or, with respect to
Series Trust Certificates, any Series Supplement or any
Series Related Document, at the request, order or direction
of the Certificate Majority or any of the
Certificateholders, unless such Certificate Majority or
Certificateholders have offered to the Owner Trustee
security or indemnity satisfactory to it against the costs,
expenses and liabilities that may be incurred by the Owner
Trustee therein or thereby. The right of the Owner Trustee
to perform any discretionary act enumerated in this
Agreement or in any Basic Document shall not be construed as
a duty, and the Owner Trustee shall not be answerable for
other than its negligence, bad faith or willful misconduct
in the performance of any such act.
Section 7.2. Furnishing of Documents
. The Owner Trustee shall furnish to the Certificateholders
promptly upon receipt of a written request therefor,
duplicates or copies of all reports, notices, requests,
demands, certificates, financial statements and any other
instruments furnished to the Owner Trustee under the Basic
Documents or, with respect to Series Trust Certificates, any
Series Supplement or any Series Related Document.
Section 7.3. Representations and Warranties
. The Owner Trustee hereby represents and warrants, in its
individual capacity, to the Depositor, the Holders and any
Series Support Provider (which shall have relied on such
representations and warranties in issuing any policy
relating to Series Support), that:
(a) It is a Delaware banking corporation,
duly organized and validly existing in good standing under
the laws of the State of Delaware. It has all requisite
corporate power and authority to execute, deliver and
perform its obligations under this Agreement.
(b) It has taken all corporate action
necessary to authorize the execution and delivery by it of
this Agreement, and this Agreement will be executed and
delivered by one of its officers who is duly authorized to
execute and deliver this Agreement on its behalf.
(c) Neither the execution nor the delivery
by it of this Agreement, nor the consummation by it of the
transactions contemplated hereby nor compliance by it with
any of the terms or provisions hereof will contravene any
federal or Delaware state law, governmental rule or
regulation governing the banking or trust powers of the
Owner Trustee or any judgment or order binding on it, or
constitute any default under its charter documents or by-
laws or any indenture, mortgage, contract, agreement or
instrument to which it is a party or by which any of its
properties may be bound.
Section 7.4. Reliance; Advice of Counsel
(a) . (a) The Owner Trustee shall incur no
liability to anyone in acting upon any signature,
instrument, notice, resolution, request, consent, order,
certificate, report, opinion, bond or other document or
paper believed by it to be genuine and believed by it to be
signed by the proper party or parties. The Owner Trustee
may accept a certified copy of a resolution of the board of
directors or other governing body of any corporate party as
conclusive evidence that such resolution has been duly
adopted by such body and that the same is in full force and
effect. As to any fact or matter the method of the
determination of which is not specifically prescribed
herein, the Owner Trustee may for all purposes hereof rely
on a certificate, signed by the president or any vice
president or by the treasurer, secretary or other authorized
officers of the relevant party, as to such fact or matter,
and such certificate shall constitute full protection to the
Owner Trustee for any action taken or omitted to be taken by
it in good faith in reliance thereon.
(b) In the exercise or administration of the
trusts hereunder and in the performance of its duties and
obligations under this Agreement or the Basic Documents, the
Owner Trustee (i) may act directly or through its agents or
attorneys pursuant to agreements entered into with any of
them, and the Owner Trustee shall not be liable for the
conduct or misconduct of such agents or attorneys if such
agents or attorneys shall have been selected by the Owner
Trustee with reasonable care, and (ii) may consult with
counsel, accountants and other skilled persons to be
selected with reasonable care and employed by it. The Owner
Trustee shall not be liable for anything done, suffered or
omitted in good faith by it in accordance with the written
opinion or advice of any such counsel, accountants or other
such persons and according to such opinion not contrary to
this Agreement or any Basic Document or, with respect to
Series Trust Certificates, any Series Supplement or any
Series Related Document.
Section 7.5. Not Acting in Individual Capacity
. Except as provided in this Article VII, in accepting the
trusts hereby created Wilmington Trust Company acts solely
as Owner Trustee hereunder and not in its individual
capacity and all Persons having any claim against the Owner
Trustee by reason of the transactions contemplated by this
Agreement or any Basic Document or, with respect to Series
Trust Certificates, any Series Supplement or any Series
Related Document shall look only to the Owner Trust Estate
for payment or satisfaction thereof.
Section 7.6. Owner Trustee Not Liable for
Certificates or Receivables
. The recitals contained herein and in the Certificates
(other than the signature and countersignature of the Owner
Trustee on the Certificates) shall be taken as the
statements of the Depositor and the Owner Trustee assumes no
responsibility for the correctness thereof. The Owner
Trustee makes no representations as to the validity or
sufficiency of this Agreement, of any Basic Document or of
the Certificates (other than the signature and
countersignature of the Owner Trustee on the Certificates)
or the Notes, or of any Receivable or related documents.
The Owner Trustee shall at no time have any responsibility
or liability for or with respect to the legality, validity
and enforceability of any Receivable, or the perfection and
priority of any security interest created by any Receivable
in any Financed Vehicle or the maintenance of any such
perfection and priority, or for or with respect to the
sufficiency of the Owner Trust Estate or its ability to
generate the payments to be distributed to
Certificateholders under this Agreement or the Noteholders
under the Indenture, including, without limitation: the
existence, condition and ownership of any Financed Vehicle;
the existence and enforceability of any insurance thereon;
the existence and contents of any Receivable on any computer
or other record thereof; the validity of the assignment of
any Receivable to the Trust or of any intervening
assignment; the completeness of any Receivable; the
performance or enforcement of any Receivable; the compliance
by the Depositor, the Master Servicer or any other Person
with any warranty or representation made under any Basic
Document or in any related document or the accuracy of any
such warranty or representation or any action of the Trustee
or the Master Servicer or any subservicer taken in the name
of the Owner Trustee.
Section 7.7. Owner Trustee May Own Certificates
and Notes
. The Owner Trustee in its individual or any other capacity
may become the owner or pledgee of Certificates or Notes and
may deal with the Depositor, the Trustee and the Master
Servicer in banking transactions with the same rights as it
would have if it were not Owner Trustee.
Section 7.8. Payments from Owner Trust Estate
All payments to be made by the Owner Trustee or the Trust
Collateral Agent under this Agreement or any of the Basic
Documents or, with respect to Series Trust Certificates, any
Series Supplement or any Series Related Document to which
the Trust or the Owner Trustee is a party shall be made only
from the income and proceeds of the Owner Trust Estate and
only to the extent that the Owner Trust shall have received
income or proceeds from the Owner Trust Estate to make such
payments in accordance with the terms hereof. Wilmington
Trust Company, or any successor thereto, in its individual
capacity, shall not be liable for any amounts payable under
this Agreement or any of the Basic Documents or, with
respect to Series Trust Certificates, any Series Supplement
or any Series Related Document to which the Trust or the
Owner Trustee is a party.
Section 7.9. Doing Business in Other
Jurisdictions
. Notwithstanding anything contained to the contrary,
neither Wilmington Trust Company or any successor thereto,
nor the Owner Trustee shall be required to take any action
in any jurisdiction other than in the State of Delaware if
the taking of such action will, even after the appointment
of a co-trustee or separate trustee in accordance with
10.5 hereof, (i) require the consent or approval or
authorization or order of or the giving of notice to, or the
registration with or the taking of any other action in
respect of, any state or other governmental authority or
agency of any jurisdiction other than the State of Delaware;
(ii) result in any fee, tax or other governmental charge
under the laws of the State of Delaware becoming payable by
Wilmington Trust Company (or any successor thereto); or
(iii) subject Wilmington Trust Company (or any successor
thereto) to personal jurisdiction in any jurisdiction other
than the State of Delaware for causes of action arising from
acts unrelated to the consummation of the transactions by
Wilmington Trust Company (or any successor thereto) or the
Owner Trustee, as the case may be, contemplated hereby.
ARTICLE VIII
Compensation of Owner Trustee
Section 8.1. Owner Trustee's Fees and Expenses
. The Owner Trustee shall receive as compensation for its
services hereunder such fees as have been separately agreed
upon before the date hereof between Household and the Owner
Trustee, and the Owner Trustee shall be entitled to be
reimbursed by the Depositor for its other reasonable
expenses hereunder, including the reasonable compensation,
expenses and disbursements of such agents, representatives,
experts and counsel as the Owner Trustee may employ in
connection with the exercise and performance of its rights
and its duties hereunder or under the Basic Documents or,
with respect to Series Trust Certificates, under any Series
Supplement or under any Series Related Documents.
Section 8.2. Indemnification
. The Depositor shall be liable as primary obligor for, and
shall indemnify the Owner Trustee (in its individual and
trust capacities) and its officers, directors, successors,
assigns, agents and servants (collectively, the "Indemnified
Parties") from and against, any and all liabilities,
obligations, losses, damages, taxes, claims, actions and
suits, and any and all reasonable costs, expenses and
disbursements (including reasonable legal fees and expenses)
of any kind and nature whatsoever (collectively, "Expenses")
which may (in its trust or individual capacities) at any
time be imposed on, incurred by, or asserted against the
Owner Trustee or any Indemnified Party in any way relating
to or arising out of this Agreement or the Basic Documents
or, with respect to Series Trust Certificates, any Series
Supplement, any series Related Documents, the Owner Trust
Estate, the administration of the Owner Trust Estate or the
action or inaction of the Owner Trustee hereunder, except
only that the Depositor shall not be liable for or required
to indemnify the Owner Trustee from and against Expenses
arising or resulting from any of the matters described in
the third sentence of 7.1. The indemnities contained in
this 8.2 and the rights under 8.1 shall survive the
resignation or termination of the Owner Trustee or the
termination of this Agreement. In any event of any claim,
action or proceeding for which indemnity will be sought
pursuant to this Section, the Owner Trustee's choice of
legal counsel shall be subject to the approval of the
Depositor which approval shall not be unreasonably withheld.
Section 8.3. Payments to the Owner Trustee
. Any amounts paid to the Owner Trustee in its Trust
Capacity pursuant to this Article VIII shall be deemed not
to be a part of the Owner Trust Estate immediately after
such payment and any amounts so paid to the Owner Trustee,
in its individual capacity shall not be so paid out of the
Owner Trust Estate but shall be the property of the Owner
Trustee in its individual capacity.
Section 8.4. Non-recourse Obligations
. Notwithstanding anything in this Agreement or any Basic
Document or, with respect to Series Trust Certificates, any
Series Supplement or any Series Related Document, the Owner
Trustee agrees in its individual capacity and in its
capacity as Owner Trustee for the Trust that all obligations
of the Trust to the Owner Trustee individually or as Owner
Trustee for the Trust shall be recourse to the Owner Trust
Estate only and specifically shall not be recourse to the
assets of any Certificateholder.
ARTICLE IX
Termination of Trust Agreement
Section 9.1. Termination of Trust Agreement
(a) . (a) This Agreement and the Trust
shall terminate and be of no further force or effect upon
the latest of (i) the maturity or other liquidation of the
last Receivable (including the purchase by the Master
Servicer at its option of the corpus of the Trust as
described in 11.1 of the Master Sale and Servicing
Agreement) and the subsequent distribution of amounts in
respect of such Receivables as provided in the Basic
Documents or, with respect to Series Trust Certificates, any
Series Supplement or any Series Related Document or (ii) the
payment to Noteholders and Certificateholders of each Series
of all amounts required to be paid to them pursuant to the
Indenture and this Agreement and the payment to any Series
Support Provider of all amounts payable or reimbursable to
it pursuant to the related Series Supplement; provided,
however, that the rights to indemnification under 8.2 and
the rights under 8.1 shall survive the termination of the
Trust. The Master Servicer shall promptly notify the Owner
Trustee of any prospective termination pursuant to this
9.1. The bankruptcy, liquidation, dissolution, death or
incapacity of any Certificateholder shall not (x) operate to
terminate this Agreement or the Trust, nor (y) entitle such
Certificateholder's legal representatives or heirs to claim
an accounting or to take any action or proceeding in any
court for a partition or winding up of all or any part of
the Trust or Owner Trust Estate nor (z) otherwise affect the
rights, obligations and liabilities of the parties hereto.
(b) Except as provided in clause (a),
neither the Depositor nor any other Certificateholder shall
be entitled to revoke or terminate the Trust.
(c) Notice of any termination of a Series
Trust Estate, specifying the Distribution Date upon which
the Certificateholders of such Series shall surrender their
Series Trust Certificates to the Certificate Paying Agent
for payment of the final distribution and cancellation,
shall be given by the Owner Trustee by letter to
Certificateholders of such Series mailed within five
Business Days of receipt of notice of such termination given
pursuant to Section 9.1(a) hereof, stating (i) the
Distribution Date upon or with respect to which final
payment of the Series Trust Certificates of such Series
shall be made upon presentation and surrender of the Series
Trust Certificates of such Series at the office of the
Certificate Paying Agent therein designated, (ii) the amount
of any such final payment, (iii) that the Record Date
otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and
surrender of the Certificates of such Series at the office
of the Certificate Paying Agent therein specified and (iv)
interest will cease to accrue on the Certificates of such
Series. The Owner Trustee shall give such notice to the
Certificate Registrar (if other than the Owner Trustee) and
the Certificate Paying Agent at the time such notice is
given to Certificateholders. Upon presentation and
surrender of the Certificates of such Series, the
Certificate Paying Agent shall cause to be distributed to
Certificateholders of such Series amounts distributable
pursuant to the related Series Supplement.
(d) In the event that all of the
Certificateholders of such Series shall not surrender their
Series Trust Certificates for cancellation within six months
after the date specified in the above-mentioned written
notice, the Certificate Paying Agent shall give a second
written notice to the remaining Certificateholders of such
Series to surrender their Series Trust Certificates for
cancellation and receive the final distribution with respect
thereto. If within one year after the second notice all the
Certificates of such Series shall not have been surrendered
for cancellation, the Certificate Paying Agent may take
appropriate steps, or may appoint an agent to take
appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Series
Trust Certificates, and the cost thereof shall be paid out
of the funds and other Series Trust Estate assets that shall
remain subject to this Agreement. Any funds remaining in
the Trust after exhaustion of such remedies shall be
distributed, subject to applicable escheat laws, by the
Certificate Paying Agent to the Depositor and Holders shall
look solely to the Depositor for payment.
(e) (d) Notice of termination of the Owner Trust
Certificates, specifying the Distribution Date upon
which the Certificateholders of such Owner Trust
Certificates shall surrender their Owner Trust
Certificates to the Certificate Paying Agent for payment
of the final distribution and cancellation, shall be
given by the Certificate Paying Agent by letter to such
Certificateholders mailed within five Business Days of
receipt of notice of such termination from the Master
Servicer given pursuant to 11.1c of the Master Sale
and Servicing Agreement. Upon presentation and surrender
of the Owner Trust Certificates, the Certificate Paying
Agent shall cause to be distributed to such
Certificateholders amounts representing the final
Collected Funds or other proceeds of the Unpledged Trust
Estate.
In the event that all of the holders of the Owner Trust
Certificates shall not surrender their Owner
Certificates for cancellation within six months after
the date specified in the above-mentioned written
notice, the Certificate Paying Agent shall give a second
written notice to the remaining holders of the Owner
Trust Certificates to surrender their Owner Trust
Certificates for cancellation and receive the final
distribution with respect thereto. If within one year
after the second notice all the Owner Trust Certificates
shall not have been surrendered for cancellation, the
Certificate Paying Agent may take appropriate steps, or
may appoint an agent to take appropriate steps, to
contact the remaining holders of the Owner Trust
Certificates concerning surrender of their Owner Trust
Certificates, and the cost thereof shall be paid out of
the funds and other assets that shall remain subject to
this Agreement. Any funds remaining in the Trust after
exhaustion of such remedies shall be distributed,
subject to applicable escheat laws, by the Certificate
Paying Agent to the Depositor and Holders shall look
solely to the Depositor for payment.
(f) Any funds remaining in the Trust after
funds for final distribution have been distributed or set
aside for distribution shall be distributed by the
Certificate Paying Agent to the Depositor.
(g) Upon the winding up of the Trust and its
termination, the Owner Trustee shall cause the Certificate
of Trust to be canceled by filing a certificate of
cancellation with the Secretary of State in accordance with
the provisions of 3810 of the Business Trust Statute.
ARTICLE X
Successor Owner Trustees and Additional Owner Trustees
Section 10.1. Eligibility Requirements for Owner
Trustee
. The Owner Trustee shall at all times be a corporation (i)
satisfying the provisions of 3807(a) of the Business Trust
Statute; (ii) authorized to exercise corporate trust powers;
(iii) having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by
Federal or State authorities; (iv) having (or having a
parent which has) a rating of at least Baa3 by Moody's or X-
0 by Standard & Poors; and (v) acceptable to the
Certificateholders. If such corporation shall publish
reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or
examining authority, then for the purpose of this Section,
the combined capital and surplus of such corporation shall
be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published.
In case at any time the Owner Trustee shall cease to be
eligible in accordance with the provisions of this Section,
the Owner Trustee shall resign immediately in the manner and
with the effect specified in 10.2.
Section 10.2. Resignation or Removal of Owner
Trustee
. The Owner Trustee may at any time resign and be
discharged from the trusts hereby created by giving written
notice thereof to the Depositor (or in the event that the
Depositor is not the sole Certificateholder, the Holders of
Certificates evidencing not less than a majority of the
Certificate Balance), any Series Support Provider and the
Master Servicer. Upon receiving such notice of resignation,
the Depositor shall promptly appoint a successor Owner
Trustee, meeting the qualifications set forth in 10.1
herein, by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning Owner
Trustee and one copy to the successor Owner Trustee,
provided that the Depositor shall have received written
confirmation from each of the Rating Agencies that the
proposed appointment will not result in an increased capital
charge to any Series Support Provider by either of the
Rating Agencies. If no successor Owner Trustee shall have
been so appointed and have accepted appointment within 30
days after the giving of such notice of resignation, the
resigning Owner Trustee or any Series Support Provider may
petition any court of competent jurisdiction for the
appointment of a successor Owner Trustee.
If at any time the Owner Trustee shall cease to be
eligible in accordance with the provisions of 10.1 and
shall fail to resign after written request therefor by the
Depositor, or if at any time the Owner Trustee shall be
legally unable to act, or shall be adjudged bankrupt or
insolvent, or a receiver of the Owner Trustee or of its
property shall be appointed, or any public officer shall
take charge or control of the Owner Trustee or of its
property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Depositor may remove
the Owner Trustee. If the Depositor shall remove the Owner
Trustee under the authority of the immediately preceding
sentence, the Depositor shall promptly appoint a successor
Owner Trustee, meeting the qualifications set forth in
10.1 herein, by written instrument, in duplicate, one copy
of which instrument shall be delivered to the outgoing Owner
Trustee so removed, one copy to any Series Support Provider
and one copy to the successor Owner Trustee and payment of
all fees owed to the outgoing Owner Trustee.
Any resignation or removal of the Owner Trustee
and appointment of a successor Owner Trustee pursuant to any
of the provisions of this section shall not become effective
until acceptance of appointment by the successor Owner
Trustee pursuant to 10.3 and payment of all fees and
expenses owed to the outgoing Owner Trustee. The Depositor
shall provide notice of such resignation or removal of the
Owner Trustee to each of the Rating Agencies.
Section 10.3. Successor Owner Trustee
. Any successor Owner Trustee appointed pursuant to 10.2
shall execute, acknowledge and deliver to the Depositor, the
Master Servicer, each Series Support Provider and to its
predecessor Owner Trustee an instrument accepting such
appointment under this Agreement, and thereupon the
resignation or removal of the predecessor Owner Trustee
shall become effective and such successor Owner Trustee,
without any further act, deed or conveyance, shall become
fully vested with all the rights, powers, duties and
obligations of its predecessor under this Agreement, with
like effect as if originally named as Owner Trustee. The
predecessor Owner Trustee shall upon payment of its fees and
expenses deliver to the successor Owner Trustee all
documents and statements and monies held by it under this
Agreement; and the Depositor and the predecessor Owner
Trustee shall execute and deliver such instruments and do
such other things as may reasonably be required for fully
and certainly vesting and confirming in the successor Owner
Trustee all such rights, powers, duties and obligations.
No successor Owner Trustee shall accept
appointment as provided in this section unless at the time
of such acceptance such successor Owner Trustee shall be
eligible pursuant to 10.1.
Upon acceptance of appointment by a successor
Owner Trustee pursuant to this Section, the Master Servicer
shall mail notice of the successor of such Owner Trustee to
all Certificateholders, the Trustee, the Noteholders and the
Rating Agencies. If the Master Servicer shall fail to mail
such notice within 10 days after acceptance of appointment
by the successor Owner Trustee, the successor Owner Trustee
shall cause such notice to be mailed at the expense of the
Master Servicer.
Any successor Owner Trustee appointed pursuant to
this Section 10.3 shall promptly file an amendment to the
Certificate of Trust with the Secretary of State identifying
the name and principal place of business of such successor
Owner Trustee in the State of Delaware.
Section 10.4. Merger or Consolidation of Owner
Trustee
. Any corporation into which the Owner Trustee may be
merged or converted or with which it may be consolidated, or
any corporation resulting from any merger, conversion or
consolidation to which the Owner Trustee shall be a party,
or any corporation succeeding to all or substantially all of
the corporate trust business of the Owner Trustee, shall be
the successor of the Owner Trustee hereunder, provided such
corporation shall be eligible pursuant to 10.1, without
the execution or filing of any instrument or any further act
on the part of any of the parties hereto, anything herein to
the contrary notwithstanding; provided further that the
Owner Trustee shall mail notice of such merger or
consolidation to the Rating Agencies.
Section 10.5. Appointment of Co-Trustee or
Separate Trustee
. Notwithstanding any other provisions of this Agreement,
at any time, for the purpose of meeting any legal
requirements of any jurisdiction in which any part of the
Owner Trust Estate or any Financed Vehicle may at the time
be located, the Master Servicer and the Owner Trustee acting
jointly shall have the power and shall execute and deliver
all instruments to appoint one or more Persons approved by
the Owner Trustee and any Series Support Provider to act as
co-trustee, jointly with the Owner Trustee, or separate
trustee or separate trustees, of all or any part of the
Owner Trust Estate, and to vest in such Person, in such
capacity, such title to the Trust, or any part thereof, and,
subject to the other provisions of this Section, such
powers, duties, obligations, rights and trusts as the Master
Servicer and the Owner Trustee may consider necessary or
desirable. If the Master Servicer shall not have joined in
such appointment within 15 days after the receipt by it of a
request so to do, the Owner Trustee, subject to the approval
of the Certificate Majority (which approval shall not be
unreasonably withheld), shall have the power to make such
appointment. No co-trustee or separate trustee under this
Agreement shall be required to meet the terms of eligibility
as a successor trustee pursuant to 10.1 and no notice of
the appointment of any co-trustee or separate trustee shall
be required pursuant to 10.3.
Each separate trustee and co-trustee shall, to the
extent permitted by law, be appointed and act subject to the
following provisions and conditions:
(i) all rights, powers, duties and obligations
conferred or imposed upon the Owner Trustee shall be
conferred upon and exercised or performed by the Owner
Trustee and such separate trustee or co-trustee jointly
(it being understood that such separate trustee or co-
trustee is not authorized to act separately without the
Owner Trustee joining in such act), except to the
extent that under any law of any jurisdiction in which
any particular act or acts are to be performed, the
Owner Trustee shall be incompetent or unqualified to
perform such act or acts, in which event such rights,
powers, duties and obligations (including the holding
of title to the Trust or any portion thereof in any
such jurisdiction) shall be exercised and performed
singly by such separate trustee or co-trustee, but
solely at the direction of the Owner Trustee;
(ii) no trustee under this Agreement shall be
personally liable by reason of any act or omission of
any other trustee under this Agreement; and
(iii) the Master Servicer and the Owner
Trustee acting jointly may at any time accept the
resignation of or remove any separate trustee or co-
trustee.
Any notice, request or other writing given to the
Owner Trustee shall be deemed to have been given to each of
the then separate trustees and co-trustees, as effectively
as if given to each of them. Every instrument appointing
any separate trustee or co-trustee shall refer to this
Agreement and the conditions of this Article. Each separate
trustee and co-trustee, upon its acceptance of the trusts
conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly
with the Owner Trustee or separately, as may be provided
therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or
affording protection to, the Owner Trustee. Each such
instrument shall be filed with the Owner Trustee and a copy
thereof given to the Master Servicer.
Any separate trustee or co-trustee may at any time
appoint the Owner Trustee, its agent or attorney-in-fact
with full power and authority, to the extent not prohibited
by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate
trustee or co-trustee shall die, become incapable of acting,
resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised
by the Owner Trustee, to the extent permitted by law,
without the appointment of a new or successor trustee.
ARTICLE XI
Miscellaneous
Section 11.1. Supplements and Amendments
(a) . (a) This Agreement may be amended
from time to time by the parties hereto, by a written
instrument signed by each of them, without the consent of
any of the Securityholders; provided that an Opinion of
Counsel for the Depositor (which Opinion of Counsel may, as
to factual matters, rely upon Officer's Certificates of the
Depositor) is addressed and delivered to the Owner Trustee,
dated the date of any such amendment, to the effect that the
conditions precedent to any such amendment have been
satisfied and the Depositor shall have delivered to the
Owner Trustee an Officer's Certificate dated the date of any
such Amendment, stating that the Depositor reasonably
believes that such Amendment will not have a material
adverse effect on the Securityholders.
(b) This Agreement may also be amended from
time to time with the consent of the Holders of the
Certificates and Notes evidencing not less than 50% of the
aggregate unpaid principal amount of the Security Balance of
all affected Securityholders for which the Seller has not
delivered an Officer's Certificate stating that there is no
material adverse effect, for the purpose of adding any
provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or of modifying in any
manner the rights of the Securityholders; provided, however,
that no such amendment shall (i) reduce in any manner the
amount of, or delay the timing of, payments received that
are required to be distributed on any Security without the
consent of the related Securityholder, or (ii) reduce the
aforesaid percentage of Securities the Holder of which are
required to consent to any such amendment, without the
consent of the Holders of all such Certificates then
outstanding or cause any material adverse tax consequences
to any Certificateholders or Noteholders.
Promptly after the execution of any such amendment or
consent, the Owner Trustee shall furnish written
notification of the substance of such amendment or
consent to each Certificateholder, the Trustee and each
of the Rating Agencies.
It shall not be necessary for the consent of
Certificateholders, the Noteholders or the Trustee
pursuant to this section to approve the particular form
of any proposed amendment or consent, but it shall be
sufficient if such consent shall approve the substance
thereof. The manner of obtaining such consents (and any
other consents of Certificateholders provided for in
this Agreement or in any other Basic Document) and of
evidencing the authorization of the execution thereof by
Certificateholders shall be subject to such reasonable
requirements as the Owner Trustee may prescribe.
Promptly after the execution of any amendment to the
Certificate of Trust, the Owner Trustee shall cause the
filing of such amendment with the Secretary of State.
(c) The Owner Trustee shall not be required
to enter into any amendment to this Agreement which affects
its own rights, duties or immunities under this Agreement.
Section 11.2. No Legal Title to Owner Trust
Estate in Certificateholders
. The Certificateholders shall not have legal title to any
part of the related Series Trust Estate. The
Certificateholders shall be entitled to receive
distributions with respect to their undivided ownership
interest therein only in accordance with Articles V and IX.
No transfer, by operation of law or otherwise, of any right,
title or interest of the Certificateholders to and in their
ownership interest in the related Series Trust Estate shall
operate to terminate this Agreement or the trusts hereunder
or entitle any transferee to an accounting or to the
transfer to it of legal title to any part of the related
Series Trust Estate.
Section 11.3. Limitations on Rights of Others
. Except for 2.7, the provisions of this Agreement are
solely for the benefit of the Owner Trustee, the Depositor,
the Certificateholders, the Master Servicer and, to the
extent expressly provided herein, any Series Support
Provider, the Trustee and the Noteholders, and nothing in
this Agreement, whether express or implied, shall be
construed to give to any other Person any legal or equitable
right, remedy or claim in the Owner Trust Estate or under or
in respect of this Agreement or any covenants, conditions or
provisions contained herein.
Section 11.4. Notices
(a) . (a) Unless otherwise expressly
specified or permitted by the terms hereof, all notices
shall be in writing and shall be deemed given upon receipt
personally delivered, delivered by overnight courier or
mailed first class mail or certified mail, in each case
return receipt requested, and shall be deemed to have been
duly given upon receipt, if to the Owner Trustee, addressed
to the Corporate Trust Office; if to the Depositor,
addressed to Household Auto Receivables Corporation, 0000
Xxxx Xxxxxx Xxxxx, Xxx Xxxxx, Xxxxxx 00000, with a copy to
Household Finance Corporation, 0000 Xxxxxxx Xxxx, Xxxxxxxx
Xxxxxxx, Xxxxxxxx 00000, Attn: Treasurer; if to any Series
Support Provider, at the address of such Series Support
Provider as set forth in the related Series Supplement; or,
as to each party, at such other address as shall be
designated by such party in a written notice to each other
party.
(b) Any notice required or permitted to be
given to a Certificateholder shall be given by first-class
mail, postage prepaid, at the address of such Holder as
shown in the Certificate Register. Any notice so mailed
within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given, whether or
not the Certificateholder receives such notice.
Section 11.5. Severability
. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other
jurisdiction.
Section 11.6. Separate Counterparts
. This Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts
shall together constitute but one and the same instrument.
Section 11.7. Assignments; Series Support
Provider
. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective
successors and permitted assigns. This Agreement shall also
inure to the benefit of any Series Support Provider for so
long as a Support Default shall not have occurred and be
continuing. Without limiting the generality of the
foregoing, all covenants and agreements in this Agreement
which confer rights upon any Series Support Provider shall
be for the benefit of and run directly to any Series Support
Provider, and any Series Support Provider shall be entitled
to rely on and enforce such covenants, subject, however, to
the limitations on such rights provided in this Agreement
and the Basic Documents. The Series Support Provider, if
any, may disclaim any of its rights and powers under this
Agreement (but not its duties and obligations under any
Series Support Provider) upon delivery of a written notice
to the Owner Trustee.
Section 11.8. Covenants of the Depositor
. The Depositor will not at any time institute against the
Trust any bankruptcy proceedings under any United States
federal or state bankruptcy or similar law in connection
with any obligations relating to the Certificates, the
Notes, this Agreement or any of the Basic Documents.
Section 11.9. No Petition
. The Owner Trustee (not in its individual capacity but
solely as Owner Trustee), by entering into this Agreement,
each Certificateholder, by accepting a Certificate, and the
Trustee and each Noteholder by accepting the benefits of
this Agreement, hereby covenants and agrees that they will
not at any time institute against the Depositor, or join in
any institution against the Depositor of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States
Federal or state bankruptcy or similar law in connection
with any obligations relating to the Certificates, the
Notes, this Agreement, any of the Basic Documents, any
Series Supplement or any Series Related Documents.
Section 11.10. No Recourse
. Each Certificateholder by accepting a Certificate
acknowledges that such Certificateholder's Certificates
represent beneficial interests in the related Series Trust
Estate only and do not represent interests in or obligations
of the Master Servicer, the Depositor, the Owner Trustee,
the Trustee, any Series Support Provider or any Affiliate
thereof and no recourse may be had against such parties or
their assets, except as may be expressly set forth or
contemplated in this Agreement, the Certificates, the Basic
Documents, any Series Supplement or any Series Related
Documents.
Section 11.11. Headings
. The headings of the various Articles and Sections herein
are for convenience of reference only and shall not define
or limit any of the terms or provisions hereof.
Section 11.12. GOVERNING LAW
. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
Section 11.13. Master Servicer
. The Master Servicer is authorized to prepare, or cause to
be prepared, execute and deliver on behalf of the Trust all
such documents, reports, filings, instruments, certificates
and opinions as it shall be the duty of the Trust or Owner
Trustee to prepare, file or deliver pursuant to the Basic
Documents, any Series Supplement or any Series Related
Documents. Upon written request, the Owner Trustee shall
execute and deliver to the Master Servicer a limited power
of attorney appointing the Master Servicer the Trust's agent
and attorney-in-fact to prepare, or cause to be prepared,
execute and deliver all such documents, reports, filings,
instruments, certificates and opinions.
IN WITNESS WHEREOF, the parties hereto have caused
this Trust Agreement to be duly executed by their respective
officers hereunto duly authorized as of the day and year
first above written.
WILMINGTON TRUST COMPANY
Owner Trustee
By:_________________________________
Name:
Title:
HOUSEHOLD AUTO RECEIVABLES
CORPORATION
Depositor
By:_________________________________
Name:
Title:
Acknowledged and Agreed:
HOUSEHOLD FINANCE CORPORATION
Master Servicer
By:____________________________
Name:
Title:
NORWEST BANK MINNESOTA,
National Association
not in its individual capacity
but solely as Certificate Paying Agent
By:____________________________
Name:
Title:
EXHIBIT A-1
[FORM OF OWNER TRUST CERTIFICATE]
NUMBER
HOUSEHOLD AUTOMOBILE REVOLVING TRUST I
OWNER TRUST CERTIFICATE
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS OWNER TRUST CERTIFICATE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE IN
RELIANCE UPON EXEMPTIONS PROVIDED BY THE SECURITIES ACT AND
SUCH STATE SECURITIES LAWS. NO RESALE OR OTHER TRANSFER OF
THIS CERTIFICATE MAY BE MADE UNLESS SUCH RESALE OR TRANSFER
(A) IS MADE IN ACCORDANCE WITH 3.4 OF THE TRUST AGREEMENT
PERTAINING TO THE HOUSEHOLD AUTO REVOLVING TRUST I (THE
"AGREEMENT") AND (B) IS MADE (i) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (ii) IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, (iii)
TO THE SELLER OR (iv) TO A PERSON WHO THE TRANSFEROR
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
THAT IS AWARE THAT THE RESALE OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A AND c UPON THE SATISFACTION OF
CERTAIN OTHER REQUIREMENTS SPECIFIED IN THE AGREEMENT.
NEITHER THE DEPOSITOR, THE MASTER SERVICER, THE TRUST NOR
THE OWNER TRUSTEE IS OBLIGATED TO REGISTER THE OWNER TRUST
CERTIFICATES UNDER THE SECURITIES ACT OR ANY APPLICABLE
STATE SECURITIES LAWS.
_________________________________
OWNER TRUST CERTIFICATE
evidencing a beneficial ownership interest in the assets of
the Trust relating to the Unpledged Trust Estate, which
includes a pool of motor vehicle retail installment sale
contracts sold from time to time to the Trust by Household
Auto Receivables Corporation.
(This Owner Trust Certificate does not represent an interest
in or obligation of Household Auto Receivables Corporation
or any of its Affiliates, except to the extent described
below.)
THIS CERTIFIES THAT Household Auto Receivables
Corporation is the registered owner of a nonassessable,
fully-paid, beneficial ownership interest in the assets of
Household Automobile Revolving Trust I (the "Trust") formed
by Household Auto Receivables Corporation, a Nevada
corporation (the "Depositor") and the Unpledged Trust
Estate.
OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-
mentioned Trust Agreement.
WILMINGTON TRUST COMPANY
not in its individual
capacity but solely as
Owner Trustee
by Authenticating Agent
by
Household Automobile Revolving Trust I (the
"Trust"), was created pursuant to a Trust Agreement dated as
of March 1, 1998 (the "Trust Agreement"), between the
Depositor and Wilmington Trust Company, as owner trustee
(the "Owner Trustee"). A summary of certain of the
pertinent provisions of the Trust Agreement is set forth
below. To the extent not otherwise defined herein, the
capitalized terms used herein have the meanings assigned to
them in the Trust Agreement and the Master Sale and
Servicing Agreement dated as of March 1, 1998 among the
Trust, the Depositor, Household Finance Corporation, as
master servicer and Norwest Bank National Association, as
trustee and trust collateral agent.
This certificate is one of the duly authorized
certificates of Trust of Household Automobile Revolving
Trust I designated as Owner Trust Certificates.
This Owner Trust Certificate is issued under and
is subject to the terms, provisions and conditions of the
Trust Agreement, to which Trust Agreement the holder of this
Owner Trust Certificate by virtue of the acceptance hereof
assents and by which such holder is bound. The property of
the Trust consists of (i) the Series Trust Estates and (ii)
the Unpledged Trust Estate, which includes a pool of motor
vehicle retail installment sale contracts (the
"Receivables"), all monies due thereunder on or after
specified Cutoff Dates, security interests in the vehicles
financed thereby, certain bank accounts and the proceeds
thereof, proceeds from claims on certain insurance policies
and certain other rights under the Trust Agreement and the
Master Sale and Servicing Agreement and each related
Transfer Agreement, all right, to and interest of, the
Depositor in and to the Master Receivables Purchase
Agreement dated as of March 1, 1998 between Household
Automotive Finance Corporation and the Depositor and each
Receivables Purchase Agreement Supplement and all proceeds
of the foregoing that have not been pledged with respect to
a Series.
Pursuant to Section 3.11 of the Trust Agreement,
there will be distributed on the 17th day of each month or,
if such 17th day is not a Business Day, the next Business
Day (the "Distribution Date"), commencing on April 17, 1998,
to the Person in whose name this Owner Trust Certificate is
registered at the close of business on the Business Day
preceding such Distribution Date (the "Record Date") such
Owner Trust Certificateholder's fractional undivided
interest in amounts, if any, representing collections with
respect to the Unpledged Trust Estate to be distributed on
such Distribution Date.
It is the intent of the Depositor, the Master
Servicer, and the Owner Trust Certificateholders that, for
purposes of Federal income taxes, the Trust will be treated
as a branch. In the event that the Certificates are held by
more than one Holder, it is the intent of the Depositor, the
Master Servicer, and the Owner Trust Certificateholders
that, for purposes of Federal income taxes, the Trust will
be treated as a partnership and the Certificateholders will
be treated as partners in that partnership. The Depositor
and any other Owner Trust Certificateholders, by acceptance
of an Owner Trust Certificate, agree to treat, and to take
no action inconsistent with the treatment of, the Owner
Trust Certificates for such tax purposes as partnership
interests in the Trust. Each Owner Trust Certificateholder,
by its acceptance of an Owner Trust Certificate, covenants
and agrees that such Owner Trust Certificateholder will not
at any time institute against the Trust or the Depositor, or
join in any institution against the Trust or the Depositor
of, any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceedings, or other proceedings under any
United States Federal or state bankruptcy or similar law in
connection with any obligations relating to the Owner Trust
Certificates, the Trust Agreement or any of the Basic
Documents.
Distributions on this Owner Trust Certificate will
be made as provided in the Trust Agreement by the Trustee or
Trust Collateral Agent, if any, by wire transfer or check
mailed to the Owner Trust Certificateholder of record in the
Certificate Register without the presentation or surrender
of this Certificate or the making of any notation hereon.
Except as otherwise provided in the Trust Agreement and
notwithstanding the above, the final distribution on this
Owner Trust Certificate will be made after due notice by the
Owner Trustee of the pendency of such distribution and only
upon presentation and surrender of this Owner Trust
Certificate at the office or agency maintained for the
purpose by the Owner Trustee in the Corporate Trust Office.
Reference is hereby made to the further provisions
of this Owner Trust Certificate set forth on the reverse
hereof, which further provisions shall for all purposes have
the same effect as if set forth at this place.
Unless the certificate of authentication hereon
shall have been executed by an authorized officer of the
Owner Trustee, by manual signature, this Owner Trust
Certificate shall not entitle the holder hereof to any
benefit under the Trust Agreement or the Master Sale and
Servicing Agreement or be valid for any purpose.
THIS OWNER TRUST CERTIFICATE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
IN WITNESS WHEREOF, the Owner Trustee, on behalf
of the Trust and not in its individual capacity, has caused
this Owner Trust Certificate to be duly executed.
HOUSEHOLD AUTOMOBILE
REVOLVING TRUST I
By: WILMINGTON TRUST COMPANY
not in its individual capacity
but solely as Owner Trustee
Dated: By:_____________________________
_
By: ____________________________
Name:
Title:
(Reverse of Certificate)
The Owner Trust Certificates do not represent an
obligation of, or an interest in, the Depositor, the Master
Servicer, the Owner Trustee or any Affiliates of any of them
and no recourse may be had against such parties or their
assets, except as may be expressly set forth or contemplated
herein or in the Trust Agreement, the Indenture, the Basic
Documents. In addition, this Owner Trust Certificate is not
guaranteed by any governmental agency or instrumentality and
is limited in right of payment to certain collections with
respect to the Receivables, as more specifically set forth
herein and in the Master Sale and Servicing Agreement. A
copy of each of the Master Sale and Servicing Agreement and
the Trust Agreement may be examined during normal business
hours at the principal office of the Depositor, and at such
other places, if any, designated by the Depositor, by any
Owner Trust Certificateholder upon written request.
The Trust Agreement permits, with certain
exceptions therein provided, the amendment thereof and the
modification of the rights and obligations of the Depositor
and the rights of the Owner Trust Certificateholders under
the Trust Agreement at any time by the Depositor and the
Owner Trustee and with the consent of the holders of the
Owner Trust Certificates evidencing not less than a majority
of the outstanding Owner Trust Certificates. Any such
consent by the holder of this Owner Trust Certificate shall
be conclusive and binding on such holder and on all future
holders of this Owner Trust Certificate and of any
certificate issued upon the transfer hereof or in exchange
hereof or in lieu hereof whether or not notation of such
consent is made upon this Owner Trust Certificate. The
Trust Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the
holders of any of the Owner Trust Certificates (other than
the Depositor).
As provided in the Trust Agreement and subject to
certain limitations therein set forth, the transfer of this
Owner Trust Certificate is registrable in the Certificate
Register upon surrender of this Owner Trust Certificate for
registration of transfer at the offices or agencies of the
Certificate Registrar maintained by the Owner Trustee in the
Corporate Trust Office, accompanied by a written instrument
of transfer in form satisfactory to the Owner Trustee and
the Certificate Registrar duly executed by the holder hereof
or such holder's attorney duly authorized in writing, and
thereupon one or more new Owner Trust Certificates in
authorized denominations evidencing the same aggregate
interest in the Trust will be issued to the designated
transferee. The initial Certificate Registrar appointed
under the Trust Agreement is Wilmington Trust Company.
As provided in the Trust Agreement and subject to
certain limitations therein set forth, Owner Trust
Certificates are exchangeable for new Owner Trust
Certificates in authorized denominations evidencing the same
aggregate denomination, as requested by the holder
surrendering the same. No service charge will be made for
any such registration of transfer or exchange, but the Owner
Trustee or the Certificate Registrar may require payment of
a sum sufficient to cover any tax or governmental charge
payable in connection therewith.
The Owner Trustee, the Certificate Registrar and
any agent of the Owner Trustee or the Certificate Registrar
may treat the person in whose name this Owner Trust
Certificate is registered as the owner hereof for all
purposes, and none of the Owner Trustee, the Certificate
Registrar nor any such agent shall be affected by any notice
to the contrary.
The Owner Trust Certificates may not be acquired
by (a) an employee benefit plan (as defined in 3(3) of
ERISA) that is subject to the provisions of Title I of
ERISA, (b) a plan described in 4975(e) (1) of the Code or
c any entity whose underlying assets include plan assets by
reason of a plan's investment in the entity (each, a
"Benefit Plan"). By accepting and holding this Owner Trust
Certificate, the Holder hereof shall be deemed to have
represented and warranted that it is not a Benefit Plan.
The recitals contained herein shall be taken as
the statements of the Depositor or the Master Servicer, as
the case may be, and the Owner Trustee assumes no
responsibility for the correctness thereof. The Owner
Trustee makes no representations as to the validity or
sufficiency of this Owner Trust Certificate or of any
Receivable or related document.
Unless the certificate of authentication hereon
shall have been executed by an authorized officer of the
Owner Trustee, by manual or facsimile signature, this Owner
Trust Certificate shall not entitle the holder hereof to any
benefit under the Trust Agreement or the Master Sale and
Servicing Agreement or be valid for any purpose.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
(Please print or type name and address, including
postal zip code, of assignee)
the within Certificate, and all rights thereunder,
hereby irrevocably constituting and appointing
____________________ Attorney to transfer said
Certificate on the books of the Certificate Registrar, with
full power of substitution in the premises.
Dated:
*
Signature Guaranteed:
*
NOTICE: The signature to this assignment must
correspond with the name of the registered owner as it
appears on the face of the within Certificate in every
particular, without alteration, enlargement or any change
whatever. Such signature must be guaranteed by an "eligible
guarantor institution" meeting the requirements of the
Certificate Registrar, which requirements include membership
or participation in STAMP or such other "signature guarantee
program" as may be determined by the Certificate Registrar
in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as
amended.
EXHIBIT A-2
[FORM OF SERIES 1998-A TRUST CERTIFICATE]
NUMBER
HOUSEHOLD AUTOMOBILE REVOLVING TRUST I
SERIES 1998-A CERTIFICATE
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS SERIES 1998-A CERTIFICATE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE IN
RELIANCE UPON EXEMPTIONS PROVIDED BY THE SECURITIES ACT AND
SUCH STATE SECURITIES LAWS. NO RESALE OR OTHER TRANSFER OF
THIS CERTIFICATE MAY BE MADE UNLESS SUCH RESALE OR TRANSFER
(A) IS MADE IN ACCORDANCE WITH 3.4 OF THE TRUST AGREEMENT
PERTAINING TO THE HOUSEHOLD AUTO REVOLVING TRUST I (THE
"AGREEMENT") AND (B) IS MADE (i) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (ii) IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, (iii)
TO THE SELLER OR (iv) TO A PERSON WHO THE TRANSFEROR
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
THAT IS AWARE THAT THE RESALE OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A AND c UPON THE SATISFACTION OF
CERTAIN OTHER REQUIREMENTS SPECIFIED IN THE AGREEMENT.
NEITHER THE DEPOSITOR, THE MASTER SERVICER, THE TRUST NOR
THE OWNER TRUSTEE IS OBLIGATED TO REGISTER THE SERIES 1998-A
CERTIFICATES UNDER THE SECURITIES ACT OR ANY APPLICABLE
STATE SECURITIES LAWS.
THE PRINCIPAL OF THIS SERIES 1998-A CERTIFICATE IS
DISTRIBUTABLE IN INSTALLMENTS AS SET FORTH IN THE TRUST
AGREEMENT AND THE SERIES 1998-A SUPPLEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL OF THIS SERIES 1998-A CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF.
_________________________________
SERIES 1998-A CERTIFICATE
evidencing a beneficial ownership interest in the assets of
the Trust relating to the Series 1998-A Trust Estate, which
includes a pool of motor vehicle retail installment sale
contracts sold to the Trust by Household Auto Receivables
Corporation.
(This Series 1998-A Certificate does not represent an
interest in or obligation of Household Auto Receivables
Corporation or any of its Affiliates, except to the extent
described below.)
THIS CERTIFIES THAT Household Auto Receivables
Corporation is the registered owner of a $_____________
nonassessable, fully-paid, beneficial ownership interest in
the assets of Household Automobile Revolving Trust I (the
"Trust") formed by Household Auto Receivables Corporation, a
Nevada corporation (the "Depositor") and the Series 1998-A
Trust Estate. The Certificates shall bear interest at the
Series 1998-A Certificate Interest Rate.
OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-
mentioned Trust Agreement.
WILMINGTON TRUST COMPANY
not in its individual
capacity but solely as
Owner Trustee
by Authenticating Agent
by
Household Automobile Revolving Trust I (the
"Trust"), was created pursuant to a Trust Agreement dated as
of March 1, 1998 (the "Trust Agreement"), between the
Depositor and Wilmington Trust Company, as owner trustee
(the "Owner Trustee") as supplemented by a Series 1998-A
Supplement dated as of March 1, 1998 (the "Series 1998-A
Supplement"). A summary of certain of the pertinent
provisions of the Trust Agreement and Series 1998-A
Supplement is set forth below. To the extent not otherwise
defined herein, the capitalized terms used herein have the
meanings assigned to them in the Trust Agreement and the
Series 1998-A Supplement.
This certificate is one of the duly authorized
certificates of Trust of Household Automobile Revolving
Trust I designated as Series 1998-A Certificates.
This Series 1998-A Certificate is issued under and
is subject to the terms, provisions and conditions of the
Trust Agreement and the Series 1998-A Supplement, to which
Trust Agreement the holder of this Series 1998-A Certificate
by virtue of the acceptance hereof assents and by which such
holder is bound. The property of the Trust consists of the
Series 1998-A Trust Estate which includes a pool of motor
vehicle retail installment sale contracts (the
"Receivables"), all monies due thereunder on or after
specified Cutoff Dates, security interests in the vehicles
financed thereby, certain bank accounts and the proceeds
thereof, proceeds from claims on certain insurance policies
and certain other rights under the Trust Agreement and the
Master Sale and Servicing Agreement and each related
Transfer Agreement, all right, to and interest of, the
Depositor in and to the Master Receivables Purchase
Agreement dated as of March 1, 1998 between Household
Automotive Finance Corporation and the Depositor and each
Receivables Purchase Agreement Supplement and all proceeds
of the foregoing.
Series 1998-A Notes have been issued pursuant to
an Indenture dated as of March 1, 1998 (the "Indenture"),
among the Trust, Household Finance Corporation, as master
servicer and Norwest Bank Minnesota, National Association,
as trustee and trust collateral agent and the Series 1998-A
Supplement.
The Certificate Balance hereof shall consist from
time to time of .18 times the principal balance of
Receivables transferred to the Trust pursuant to Section
1.03(a) of the Series 1998-A Supplement and 100 per cent of
the principal balance of receivables transferred to the
Trust pursuant to Section 1.03(b) of the Series 1998-A
Supplement, less distributions in reduction of the
Certificate Balance pursuant to Section 3.03(a) of the
Series 1998-A Supplement. The Trust will pay interest on
this Series 1998-A Certificate on the daily average of the
Certificate Balance calculated over the related Interest
Period in the Series 1998-A Certificate Interest Rate on
each Distribution Date until the principal of this Series
1998-A Certificate is paid or made available for payment.
The holder of this Certificate is entitled to additional
interest in respect of interest on the Certificate's
pursuant to Section 3.03(a)(viii) of the Series 1998-A
Supplement.
Under the Series 1998-A Supplement, there will be
distributed on the 17th day of each month or, if such 17th
day is not a Business Day, the next Business Day (the
"Distribution Date"), commencing on April 17, 1998, to the
Person in whose name this Series 1998-A Certificate is
registered at the close of business on the Business Day
preceding such Distribution Date (the "Record Date") such
Series 1998-A Certificateholder's fractional undivided
interest in any amount to be distributed to Series 1998-A
Certificateholders on such Distribution Date.
The holder of this Series 1998-A Certificate
acknowledges and agrees that its rights to receive
distributions in respect of this Series 1998-A Certificate
are subordinated to the rights of the Series 1998-A
Noteholders as described in the Master Sale and Servicing
Agreement, the Indenture, the Trust Agreement and the Series
1998-A Supplement, as applicable.
It is the intent of the Depositor, the Master
Servicer, and the Series 1998-A Certificateholders that, for
purposes of Federal income taxes, the Trust will be treated
as a branch. In the event that the Series 1998-A
Certificates are held by more than one Holder, it is the
intent of the Depositor, the Master Servicer, and the Series
1998-A Certificateholders that, for purposes of Federal
income taxes, the Trust will be treated as a partnership and
the Certificateholders will be treated as partners in that
partnership. The Depositor and any other Series 1998-A
Certificateholders, by acceptance of a Series 1998-A
Certificate, agree to treat, and to take no action
inconsistent with the treatment of, the Series 1998-A
Certificates for such tax purposes as partnership interests
in the Trust. Each Series 1998-A Certificateholder, by its
acceptance of a Series 1998-A Certificate, covenants and
agrees that such Series 1998-A Certificateholder will not at
any time institute against the Trust or the Depositor, or
join in any institution against the Trust or the Depositor
of, any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceedings, or other proceedings under any
United States Federal or state bankruptcy or similar law in
connection with any obligations relating to the Series 1998-
A Certificates, the Series 1998-A Notes, the Trust
Agreement, any of the Basic Documents or any Series Related
Documents.
Distributions on this Series 1998-A Certificate
will be made as provided in Section 3.03(a) of the Series
1998-A Supplement by the Trust Collateral Agent by wire
transfer or check mailed to the Series 1998-A
Certificateholder of record in the Certificate Register
without the presentation or surrender of this Certificate or
the making of any notation hereon. Except as otherwise
provided in the Trust Agreement and notwithstanding the
above, the final distribution on this Series 1998-A
Certificate will be made after due notice by the Owner
Trustee of the pendency of such distribution and only upon
presentation and surrender of this Series 1998-A Certificate
at the office or agency maintained for the purpose by the
Owner Trustee in the Corporate Trust Office.
Reference is hereby made to the further provisions
of this Series 1998-A Certificate set forth on the reverse
hereof, which further provisions shall for all purposes have
the same effect as if set forth at this place.
Unless the certificate of authentication hereon
shall have been executed by an authorized officer of the
Owner Trustee, by manual signature, this Series 1998-A
Certificate shall not entitle the holder hereof to any
benefit under the Trust Agreement or the Master Sale and
Servicing Agreement or be valid for any purpose.
THIS SERIES 1998-A CERTIFICATE SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
IN WITNESS WHEREOF, the Owner Trustee, on behalf
of the Trust and not in its individual capacity, has caused
this Series 1998-A Certificate to be duly executed.
HOUSEHOLD AUTOMOBILE
REVOLVING TRUST I
By: WILMINGTON TRUST COMPANY
not in its individual capacity
but solely as Owner Trustee
Dated: By:_____________________________
_
By: ____________________________
Name:
Title:
(Reverse of Certificate)
The Series 1998-A Certificates do not represent an
obligation of, or an interest in, the Depositor, the Master
Servicer, the Owner Trustee or any Affiliates of any of them
and no recourse may be had against such parties or their
assets, except as may be expressly set forth or contemplated
herein or in the Trust Agreement, the Indenture, the Basic
Documents or any Series Related Documents. In addition,
this Series 1998-A Certificate is not guaranteed by any
governmental agency or instrumentality and is limited in
right of payment to certain collections with respect to the
Receivables, as more specifically set forth herein and in
the Master Sale and Servicing Agreement. A copy of each of
the Master Sale and Servicing Agreement, the Trust Agreement
and the Series 1998-A Supplement may be examined during
normal business hours at the principal office of the
Depositor, and at such other places, if any, designated by
the Depositor, by any Series 1998-A Certificateholder upon
written request.
The Trust Agreement permits, with certain
exceptions therein provided, the amendment thereof and the
modification of the rights and obligations of the Depositor
and the rights of the Series 1998-A Certificateholders under
the Trust Agreement at any time by the Depositor and the
Owner Trustee and with the consent of the holders of the
Series 1998-A Notes and the Series 1998-A Certificates
evidencing not less than a majority of the outstanding
Series 1998-A Notes and the Certificate Balance. Any such
consent by the holder of this Series 1998-A Certificate
shall be conclusive and binding on such holder and on all
future holders of this Series 1998-A Certificate and of any
certificate issued upon the transfer hereof or in exchange
hereof or in lieu hereof whether or not notation of such
consent is made upon this Series 1998-A Certificate. The
Trust Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the
holders of any of the Series 1998-A Certificates (other than
the Depositor).
As provided in the Trust Agreement and subject to
certain limitations therein set forth, the transfer of this
Series 1998-A Certificate is registrable in the Certificate
Register upon surrender of this Series 1998-A Certificate
for registration of transfer at the offices or agencies of
the Certificate Registrar maintained by the Owner Trustee in
the Corporate Trust Office, accompanied by a written
instrument of transfer in form satisfactory to the Owner
Trustee and the Certificate Registrar duly executed by the
holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Series 1998-A
Certificates in authorized denominations evidencing the same
aggregate interest in the Trust will be issued to the
designated transferee. The initial Certificate Registrar
appointed under the Trust Agreement is Wilmington Trust
Company.
Except for Certificates issued to the Depositor,
the Certificates are issuable only as registered
Certificates without coupons in denominations of $100,000 or
integral multiples of $1,000 in excess thereof. As provided
in the Trust Agreement and subject to certain limitations
therein set forth, Series 1998-A Certificates are
exchangeable for new Series 1998-A Certificates in
authorized denominations evidencing the same aggregate
denomination, as requested by the holder surrendering the
same. No service charge will be made for any such
registration of transfer or exchange, but the Owner Trustee
or the Certificate Registrar may require payment of a sum
sufficient to cover any tax or governmental charge payable
in connection therewith.
The Owner Trustee, the Certificate Registrar and
any agent of the Owner Trustee or the Certificate Registrar
may treat the person in whose name this Series 1998-A
Certificate is registered as the owner hereof for all
purposes, and none of the Owner Trustee, the Certificate
Registrar nor any such agent shall be affected by any notice
to the contrary.
The Series 1998-A Certificates may not be acquired
by (a) an employee benefit plan (as defined in 3(3) of
ERISA) that is subject to the provisions of Title I of
ERISA, (b) a plan described in 4975(e) (1) of the Code or
c any entity whose underlying assets include plan assets by
reason of a plan's investment in the entity (each, a
"Benefit Plan"). By accepting and holding this Series
1998-A Certificate, the Holder hereof shall be deemed to
have represented and warranted that it is not a Benefit
Plan.
The recitals contained herein shall be taken as
the statements of the Depositor or the Master Servicer, as
the case may be, and the Owner Trustee assumes no
responsibility for the correctness thereof. The Owner
Trustee makes no representations as to the validity or
sufficiency of this Series 1998-A Certificate or of any
Receivable or related document.
Unless the certificate of authentication hereon
shall have been executed by an authorized officer of the
Owner Trustee, by manual or facsimile signature, this Series
1998-A Certificate shall not entitle the holder hereof to
any benefit under the Trust Agreement or the Master Sale and
Servicing Agreement or be valid for any purpose.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
(Please print or type name and address, including
postal zip code, of assignee)
the within Certificate, and all rights thereunder,
hereby irrevocably constituting and appointing
____________________ Attorney to transfer said
Certificate on the books of the Certificate Registrar, with
full power of substitution in the premises.
Dated:
*
Signature Guaranteed:
*
NOTICE: The signature to this assignment must
correspond with the name of the registered owner as it
appears on the face of the within Certificate in every
particular, without alteration, enlargement or any change
whatever. Such signature must be guaranteed by an "eligible
guarantor institution" meeting the requirements of the
Certificate Registrar, which requirements include membership
or participation in STAMP or such other "signature guarantee
program" as may be determined by the Certificate Registrar
in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as
amended.
