EXECUTION COPY
This ADMINISTRATION AGREEMENT dated as of March 1, 1997
(as amended from time to time, this "Agreement"), among HOUSEHOLD
CONSUMER LOAN CORPORATION, a Nevada corporation ("HCLC"),
HOUSEHOLD CONSUMER LOAN TRUST 1997-1, a Delaware business trust
(the "Issuer"), CHASE MANHATTAN BANK DELAWARE, a Delaware banking
corporation, as owner trustee (the "Owner Trustee"), and
HOUSEHOLD FINANCE CORPORATION, a Delaware corporation, as
administrator (the "Administrator"),
W I T N E S S E T H :
WHEREAS, the Issuer is issuing the Household Consumer
Loan Asset Backed Notes, Series 1997-1, Class A-1 Notes, Class
A-2 Notes, Class A-3 Notes and Class B Notes (collectively, the
"Notes") pursuant to the Indenture dated as of March 1, 1997 (as
amended and supplemented from time to time, the "Indenture"),
between the Issuer and The Bank of New York, a New York banking
corporation, as indenture trustee (the "Indenture Trustee") and
the Household Consumer Loan Asset Backed Certificates, Series
1997-1 (the "Certificates" and together with the Notes, the
"Securities") pursuant to the Trust Agreement dated as of March
1, 1997 (the "Trust Agreement") among HCLC, as Seller and as
Holder of the Designated Certificate (with any successor Holder
of the Designated Certificate, the "Seller"), and the Owner
Trustee. (Capitalized terms used and not otherwise defined
herein shall have the meanings assigned such terms in the Trust
Agreement); and
WHEREAS, pursuant to the Basic Documents, the Seller,
the Issuer and the Owner Trustee are required to perform certain
duties in connection with (a) the Notes and the collateral there-
for pledged pursuant to the Indenture (the "Collateral") and (b)
the Certificates (the registered holders of such interests being
referred to herein as the "Certificateholders"); and
WHEREAS, the Seller, the Issuer and the Owner Trustee
desire to have the Administrator perform certain of the duties of
the Seller under the Trust Agreement and of the Issuer under the
Trust Agreement and the Indenture, (collectively, the "Related
Agreements"), and to provide such additional services consistent
with the terms of this Agreement and the Related Agreements as
the Seller, the Issuer and the Owner Trustee may from time to
time request (and the Indenture Trustee is executing this Agree-
ment to acknowledge its consent to the Administrator's perfor-
xxxxx of those duties and services); and
WHEREAS, the Administrator has the capacity to provide
the services required hereby and is willing to perform such
services for the Seller, the Issuer and the Owner Trustee on the
terms set forth herein;
NOW, THEREFORE, in consideration of the mutual cove-
nants contained herein, and other good and valuable considera-
tion, the receipt and adequacy of which are hereby acknowledged,
the parties agree as follows:
1. Duties of the Administrator.
(a) Duties with Respect to the Related Agreements.
(i) The Administrator agrees to perform all its
duties as Administrator and the duties of the Issuer under
the Related Agreements and the Seller under the Trust Agree-
ment. In addition, the Administrator shall consult with the
Owner Trustee regarding the duties of the Issuer under the
Related Agreements. The Administrator shall monitor the
performance of the Issuer and shall advise the Owner Trustee
when action is necessary to comply with the Issuer's duties
under the Related Agreements. The Administrator shall
prepare for execution by the Issuer or the Seller, as the
case may be, or shall cause the preparation by other appro-
priate persons or entities of, all such documents, reports,
filings, instruments, certificates and opinions that it
shall be the duty of the Issuer or the Seller to prepare,
file or deliver pursuant to the Related Agreements. In
furtherance of the foregoing, the Administrator shall take
all appropriate action that is the duty of the Issuer to
take pursuant to the Indenture including, without limita-
tion, such of the foregoing as are required with respect to
the following matters under the Indenture (references are to
sections of the Indenture):
(A) the duty to cause newly appointed Paying
Agents, if any, to deliver to the Indenture Trustee the
instrument specified in the Indenture regarding funds
held in trust (Section 3.03);
(B) the direction to the Indenture Trustee
to deposit moneys with Paying Agents, if any, other
than the Indenture Trustee (Section 3.03);
(C) the preparation and delivery to the
Owner Trustee for execution, and to the authenticating
agent for authentication and delivery, of new Certifi-
xxxxx for transfers and replacements of Certificates
(Sections 3.05 and 3.06);
(D) the preparation of the Issuer's annual
statement as to compliance with the Indenture (Section
3.10);
(E) the preparation and obtaining of docu-
ments and instruments required for the release of the
Issuer from its obligations under the Indenture
(Section 3.15);
(F) the delivery of written notice to the
Indenture Trustee and the Rating Agencies of each Event
of Default under the Indenture (Section 3.21);
(G) the administration of the Issuer's obli-
gations as to the satisfaction and discharge of the
Indenture and the preparation of an Officer's Certifi-
cate and the obtaining of the Opinion of Counsel and
the Independent Certificate relating thereto
(Section 10.01);
(H) the preparation and delivery of notice
to Noteholders and each Rating Agency of the removal of
the Indenture Trustee and the appointment of a succes-
sor Indenture Trustee (Section 6.08);
(I) subject to Section 1(b)(i) hereof, the
preparation and, after execution by the Seller on
behalf of the Issuer, the filing with the Commission,
any applicable state agencies and the Indenture Trustee
of documents required to be filed on a periodic basis
with, and summaries thereof as may be required by rules
and regulations prescribed by, the Commission and any
applicable state agencies and the transmission of such
summaries, as necessary, to the Noteholders
(Section 7.03);
(J) the preparation of an Issuer Request and
Officer's Certificate and the obtaining of an Opinion
of Counsel and Independent Certificates, if necessary,
for the release of the Trust Estate (Sections 8.05 and
8.03);
(K) the preparation of Issuer Requests and
the obtaining of Opinions of Counsel with respect to
the execution of supplemental indentures and the
mailing to the Noteholders of notices with respect to
such supplemental indentures (Sections 9.01, 9.02 and
9.03);
(L) the execution and delivery of new Notes
conforming to any supplemental indenture
(Section 9.06);
(M) the preparation and delivery of
Officer's Certificates and the obtaining of Independent
Certificates, if necessary, for the release of property
from the lien of the Indenture (Section 10.01(b));
(N) the recording of the Indenture, if
applicable (Section 10.14); and
(O) the obtaining of the opinion referred to
in Section 3.07(b) of the Indenture.
(ii) The Administrator will:
(A) indemnify the Indenture Trustee and its
agents for, and hold them harmless against, any losses,
liability or expense, including reasonable attorneys
fees and expenses, incurred without willful misconduct,
negligence or bad faith on their part, arising out of
the willful misconduct, gross negligence or bad faith
of the Administrator in the performance of the
transactions contemplated by this Agreement;
(B) indemnify the Owner Trustee and its
agents for, and hold them harmless against, any losses,
liability or expense, including reasonable attorneys
fees and expenses, incurred without willful misconduct,
negligence or bad faith on their part, arising out of
the willful misconduct, gross negligence or bad faith
of the Administrator in the performance of the trans-
actions contemplated by this Agreement;
(C) indemnify the Seller and its agents
for, and hold them harmless against, any losses,
liability or expense, including reasonable attorneys
fees and expenses, incurred without willful misconduct,
gross negligence or bad faith on their part, arising
out of the willful misconduct, gross negligence or bad
faith of the Administrator in the performance of the
transactions contemplated by this Agreement;
(D) pay the Owner Trustee, as compensation
for its services, such fees as have been separately
agreed upon before the date hereof, and the Adminis-
trator will reimburse the Owner Trustee for its
reasonable expenses under the Basic Documents,
including the reasonable compensation, expenses and
disbursements of such agents, representatives, experts
and outside counsel as the Owner Trustee may reasonably
employ in connection with the exercise and performance
of its rights and its duties under the Basic Documents;
and
(E) be liable as primary obligor for, and
will indemnify the Owner Trustee and its 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 what-
soever (collectively, "Expenses") which may 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 the Trust Agreement, the
Basic Documents, the Owner Trust Estate, the adminis-
tration of the Owner Trust Estate or the action or
inaction of the Owner Trustee thereunder, provided,
that:
(1) the Administrator shall not be liable
for or required to indemnify an Indemnified Party
from and against Expenses arising or resulting
from the Owner Trustee's willful misconduct,
negligence or bad faith or as a result of any
inaccuracy of a representation or warranty
contained in Section 7.03 expressly made by the
Owner Trustee;
(2) with respect to any such claim, the
Indemnified Party shall have given the Adminis-
trator written notice thereof promptly after the
Indemnified Party shall have actual knowledge
thereof;
(3) while maintaining control over its own
defense, the Administrator shall consult with the
Indemnified Party in preparing such defense; and
(4) notwithstanding anything in this Agree-
ment to the contrary, the Administrator shall not
be liable for settlement of any claim by an
Indemnified Party entered into without the prior
consent of the Administrator, which consent shall
not be unreasonably withheld.
The indemnities contained in this Section shall
survive the resignation or termination of the Owner Trustee,
of the Seller, as Holder of the Designated Certificate, and
of the Indenture Trustee, and the termination of this Agree-
ment. In the event of any claim, action or proceeding for
which indemnity will be sought pursuant to this Section, the
indemnitee's choice of legal counsel, if other than the
legal counsel retained by such indemnitee in connection with
the execution and delivery of the Related Agreements, shall
be subject to the approval of the Administrator, which
approval shall not be unreasonably withheld. In addition,
upon written notice to the indemnitee and with the consent
of the indemnitee, which consent shall not be unreasonably
withheld, the Administrator has the right to assume the
defense of any claim, action or proceeding against the
Indemnitee.
(b) Additional Duties.
(i) In addition to the duties of the Adminis-
trator set forth above, the Administrator shall perform, or
cause to be performed, the duties and obligations of the
Seller, Designated Certificateholder and the Issuer under
the Trust Agreement. These duties and obligations include,
without limitation, the following (references are to
sections of the Trust Agreement):
(A) preparing, filing or delivering tax
returns, reports and forms and performing the other
duties of the Issuer under Sections 2.06 and 5.05;
(B) removing the Certificate Paying Agent
under Section 3.10 and appointing a successor, subject
to compliance with Section 4.01;
(C) directing the Owner Trustee to take
action under the Basic Documents pursuant to Section
6.01;
(D) furnishing documents to the Certifi-
cateholders under Section 7.02;
(E) delivering notice of termination of the
Issuer under Section 9.01 and notices of such termina-
tion or of any Insolvency Event with respect to the
Holder of the Designated Certificate under Section
9.02;
(F) appointing a successor Owner Trustee,
removing the Owner Trustee and providing notices
regarding such action under Section 10.02 and executing
instruments and providing notices in connection with
such appointment under Section 10.03;
(G) appointing co-trustees or separate
trustees under Section 10.05, and removing same
thereunder; and
(H) obtaining any opinion of counsel
required by Section 11.01 and furnishing notice or any
obtaining execution by Certificateholders of any
amendment to the Trust Agreement thereunder.
In furtherance thereof, the Seller and the Issuer
shall execute and deliver to the Administrator and to each
successor Administrator appointed pursuant to the terms
hereof, one or more powers of attorney substantially in the
form of Exhibit A hereto, appointing the Administrator the
attorney-in-fact of the Issuer for the purpose of executing
on behalf of the Issuer all such documents, reports, fil-
ings, instruments, certificates and opinions. Subject to
Section 4 of this Agreement, and in accordance with the
directions of the Issuer, the Administrator shall admin-
ister, perform or supervise the performance of such other
activities in connection with the Collateral (including the
Related Agreements) as are not covered by any of the fore-
going provisions and as are expressly requested by the
Seller or the Owner Trustee and are reasonably within the
capability of the Administrator. The Administrator shall be
responsible for any filings required by the Issuer under the
Securities Exchange Act of 1934, as amended.
(ii) In carrying out the foregoing duties or any
of its other obligations under this Agreement, the Adminis-
trator may enter into transactions or otherwise deal with
any of its affiliates; provided, however, that the terms of
any such transactions or dealings shall be in accordance
with any directions received from the Seller and the Owner
Trustee and shall be, in the Administrator's opinion, no
less favorable to the Seller and the Issuer than would be
available from unaffiliated parties.
(iii) In carrying out any of its obligations under
this Agreement, the Administrator may act either directly or
through agents, attorneys, accountants, independent contrac-
tors and auditors and enter into agreements with any of
them.
(c) Non-Ministerial Matters.
(i) With respect to matters that in the reason-
able judgment of the Administrator are non-ministerial, the
Administrator shall not be under any obligation to take any
action, and in any event shall not take any action unless
the Administrator shall have received instructions from the
Seller or the Owner Trustee or the Certificateholders in
accordance with the Trust Agreement. For the purpose of the
preceding sentence, "non-ministerial matters" shall include,
without limitation:
(A) the amendment of or any supplement to
the Related Agreements;
(B) the initiation of any claim or lawsuit
by the Issuer and the compromise of any action, claim
or lawsuit brought by or against the Issuer;
(C) the appointment of successor Note
Registrars, successor Administrators and successor
Indenture Trustees pursuant to the Indenture, or the
consent to the assignment by the Note Registrar,
Administrator or Indenture Trustee of its obligations
under the Indenture; and
(D) the removal of the Indenture Trustee.
(ii) Notwithstanding anything to the contrary in
this Agreement, the Administrator shall not be obligated to,
and shall not (x) make any payments to the Noteholders under
the Related Agreements, (y) sell the Trust Estate pursuant
to the Indenture or (z) take any action that either the
Seller or the Owner Trustee directs the Administrator not to
take on its behalf or on the behalf of the Issuer.
2. Records. The Administrator shall maintain appropriate
books of account and records relating to services performed here-
under, which books of account and records shall be accessible for
inspection by the Seller and the Owner Trustee at any time, after
reasonable notice to the Administrator of such inspection, during
normal business hours.
3. Compensation. As compensation for the performance of
the Administrator's obligations under this Agreement, the Admin-
istrator shall be entitled to a fee of not more than $500.00 per
month which shall be paid by the Holder of the Designated Certif-
icate pursuant to Section 2.07(a) of the Trust Agreement; pro-
vided, however, the Administrator may with prior written notice
to the Seller, Servicer, Issuer, Owner Trustee and Indenture
Trustee, waive its rights to compensation hereunder and Household
Finance Corporation as the initial Administrator hereby gives
written notice to the Seller, Servicer, Issuer, Owner Trustee and
Indenture Trustee that until further written notice to the
contrary, Household Finance Corporation waives its right to
receive such fee. As reimbursement for its expenses related to
the performance of the Administrator's obligations hereunder, the
Administrator shall receive payment from the Seller.
4. Additional Information To Be Furnished. The Adminis-
trator shall furnish to the Seller and the Owner Trustee from
time to time such additional information regarding the Collateral
as the Seller and the Owner Trustee shall reasonably request.
5. Independence of the Administrator. For all purposes of
this Agreement, the Administrator shall be an independent
contractor and shall not be subject to the supervision of the
Seller or the Owner Trustee with respect to the manner in which
it accomplishes the performance of its obligations hereunder.
Unless expressly authorized by this Agreement, the Administrator
shall have no authority to act for or represent the Seller, the
Issuer or the Owner Trustee in any way and shall not otherwise be
deemed an agent of the Seller, the Issuer or the Owner Trustee.
6. No Joint Venture. Nothing contained in this Agreement
(i) shall constitute the Administrator and either of the Issuer
or the Owner Trustee or the Seller as members of any partnership,
joint venture, association, syndicate, unincorporated business or
other separate entity, (ii) shall be construed to impose any
liability as such on any of them or (iii) shall be deemed to
confer on any of them any express, implied or apparent authority
to incur any obligation or liability on behalf of the others.
7. Other Activities of the Administrator. Nothing herein
shall prevent the Administrator or its Affiliates from engaging
in other businesses or, in its sole discretion, from acting in a
similar capacity as an administrator for any other person or
entity even though such person or entity may engage in business
activities similar to those of the Issuer, the Owner Trustee or
the Indenture Trustee.
8. Term of Agreement; Resignation and Removal of Admin-
istrator. (a) This Agreement shall continue in force until the
dissolution of the Issuer, upon which event this Agreement shall
automatically terminate.
(b) Subject to Section 8(e) of this Agreement, the
Administrator may resign its duties hereunder by providing the
Issuer with at least 60 days' prior written notice.
(c) Subject to Section 8(e) of this Agreement, the
Seller may remove the Administrator without cause by providing
the Administrator with at least 60 days' prior written notice.
(d) Subject to Section 8(e) of this Agreement, at the
sole option of the Owner Trustee, the Administrator may be
removed immediately upon written notice of termination from the
Owner Trustee to the Administrator and each Rating Agency if any
of the following events shall occur:
(i) the Administrator shall default in the
performance of any of its duties under this Agreement in any
material respect and, after notice of such default, shall
not cure such default within ten days (or, if such default
cannot be cured in such time, shall not give within ten days
such assurance of cure as shall be reasonably satisfactory
to the Owner Trustee);
(ii) a court having jurisdiction in the premises
shall enter a decree or order for relief, and such decree or
order shall not have been vacated within 60 days, in respect
of the Administrator in any involuntary case under any appli-
cable bankruptcy, insolvency or other similar law now or
hereafter in effect or appoint a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar
official for the Administrator or any substantial part of
its property or order the winding-up or liquidation of its
affairs;
(iii) the Administrator shall commence a voluntary
case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, shall consent to the
entry of an order for relief in an involuntary case under
any such law, or shall consent to the appointment of a
receiver, liquidator, assignee, trustee, custodian,
sequestrator or similar official for the Administrator or
any substantial part of its property, shall consent to the
taking of possession by any such official of any substantial
part of its property, shall make any general assignment for
the benefit of creditors or shall fail generally to pay its
debts as they become due; or
(iv) HCLC or an Affiliate ceases to be the Holder
of the Designated Certificate under the Trust Agreement.
The Administrator agrees that if any of the events
specified in clauses (ii) or (iii) of this Section shall occur,
it shall give written notice thereof to the Owner Trustee and the
Indenture Trustee within seven days after the happening of such
event.
(e) No resignation or removal of the Administrator
pursuant to this Section shall be effective until (i) a successor
Administrator shall have been appointed by the Seller (with the
consent of the Owner Trustee and the Indenture Trustee) and (ii)
such successor Administrator shall have agreed in writing to be
bound by the terms of this Agreement in the same manner as the
Administrator is bound hereunder.
(f) The appointment of any successor Administrator
shall be effective only after each Rating Agency, after having
been given 10 days prior notice of such proposed appointment,
shall have declared in writing that such appointment will not
result in a reduction or withdrawal of the then current rating of
the Notes or Certificates.
9. Action upon Termination, Resignation or Removal.
Promptly upon the effective date of termination of this Agreement
pursuant to Section 8(a) of this Agreement or the resignation or
removal of the Administrator pursuant to Section 8(b) or (c) of
this Agreement, respectively, the Administrator shall be entitled
to be paid all fees and reimbursable expenses accruing to it to
the date of such termination, resignation or removal. The Admin-
istrator shall forthwith upon such termination pursuant to
Section 8(a) of this Agreement deliver to the Seller, Owner
Trustee or Indenture Trustee, as appropriate, all property and
documents of or relating to the Collateral then in the custody of
the Administrator. In the event of the resignation or removal of
the Administrator pursuant to Section 8(b) or (c) of this Agree-
ment, respectively, the Administrator shall cooperate with the
Seller, the Owner Trustee and the Indenture Trustee and take all
reasonable steps requested to assist them in making an orderly
transfer of the duties of the Administrator.
10. Notices. Any notice, report or other communication
given hereunder shall be in writing and addressed as follows:
(a) if to the Issuer, to:
Household Consumer Loan Trust 0000-0
x/x Xxxxx Xxxxxxxxx Xxxx Xxxxxxxx
0000 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Corporate Trust Administration
with a copy to:
The Chase Manhattan Bank
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Global Trust Services
(b) If to the Administrator, to:
Household Finance Corporation
0000 Xxxxxxx Xxxx
Xxxxxxxx Xxxxxxx, XX 00000
Attention: Treasurer
(c) If to the Indenture Trustee, to:
The Bank of New York
000 Xxxxxxx Xxxxxx, Xxxxx 00 Xxxx
Xxx Xxxx, XX 00000
Attention: Corporate Trust Asset-Backed Unit
(d) If to the Owner Trustee, to:
Chase Manhattan Bank Delaware
0000 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Corporate Trust Administration
with a copy to:
The Chase Manhattan Bank
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Global Trust Services
(e) If to the Seller, to:
Household Consumer Loan Corporation
000 Xxxx Xxxxxx Xxxxx
Xxx Xxxxx, XX 00000
Attention: Compliance Officer
with a copy to:
Household Finance Corporation
0000 Xxxxxxx Xxxx
Xxxxxxxx Xxxxxxx, XX 00000
Attention: Treasurer
or to such other address as any party shall have provided to the
other parties in writing. Any notice required to be in writing
hereunder shall be deemed given if such notice is mailed by
certified mail, postage prepaid, or hand-delivered to the address
of such party as provided above.
11. Amendments. (a) This Agreement may be amended from
time to time by the parties hereto, with written notice and
acknowledgment by the Indenture Trustee, 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
Seller (which Opinion of Counsel may, as to factual matters, rely
upon Officer's Certificates of the Seller) is addressed and
delivered to the Owner Trustee, the Indenture Trustee and each
Rating Agency, dated the date of any such amendment, to the
effect that the conditions precedent to any such amendment have
been satisfied and the Seller shall have delivered to the Owner
Trustee and the Indenture Trustee an Officer's Certificate, dated
the date of any such Amendment, stating that the Seller reason-
ably 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
evidencing not less than 66-2/3% of the aggregate unpaid prin-
cipal amount of the Securities of all affected Certificateholders
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 modify-
ing in any manner the rights of the Certificateholders; 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 Certificate without the consent
of the related Certificateholder, or (ii) reduce the aforesaid
percentage of Certificates the Holders 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 Note-
holders.
(c) Promptly after the execution of any such amendment
or consent (other than an amendment pursuant to paragraph (a)),
the Administrator shall direct the Certificate Registrar to
furnish notification of the substance of such amendment to each
Certificateholder, and to each Rating Agency.
(d) It shall not be necessary for the consent of
Certificateholders under this Section to approve the particular
form of any proposed amendment, but it shall be sufficient if
such consent shall approve the substance thereof. The manner of
obtaining such consents and of evidencing the authorization of
the execution thereof by Certificateholders shall be subject to
such reasonable requirements as the Owner Trustee may prescribe.
12. Successors and Assigns. This Agreement may not be
assigned by the Administrator (except to a Person who also
becomes the successor Servicer in accordance with the Pooling and
Servicing Agreement) unless such assignment is previously con-
sented to in writing by the Seller, the Owner Trustee and the
Indenture Trustee and unless each Rating Agency, after having
been given 10 days prior notice of such assignment, shall have
declared in writing that such assignment will not result in a
reduction or withdrawal of the then current rating of the Notes
or Certificates. An assignment with such consent and satisfac-
tion, if accepted by the assignee, shall bind the assignee here-
under in the same manner as the Administrator is bound hereunder.
Notwithstanding the foregoing, this Agreement may be assigned by
the Administrator without the consent of the Seller, the Owner
Trustee and the Indenture Trustee if the assignment is to (i) a
corporation or other organization that is a successor (by merger,
consolidation or purchase of assets) to the Administrator or (ii)
to an Affiliate of the Administrator; provided that (x) the
obligations of the Administrator under Section 1(a)(ii) are not
assignable and (y) such successor organization executes and
delivers to the Seller, the Owner Trustee and the Indenture
Trustee an agreement in which such corporation or other organiza-
tion agrees to be bound hereunder by the terms of said assignment
in the same manner as the Administrator is bound hereunder.
Subject to the foregoing, this Agreement shall bind any succes-
sors or assigns of the parties hereto.
13. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, 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.
14. Headings. The section headings hereof have been
inserted for convenience of reference only and shall not be
construed to affect the meaning, construction or effect of this
Agreement.
15. Counterparts. This Agreement may be executed in
counterparts, each of which when so executed shall together
constitute but one and the same agreement.
16. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall be ineffec-
tive to the extent of such prohibition or unenforceability with-
out 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.
17. Limitation of Liability of the Owner Trustee. Notwith-
standing anything contained herein to the contrary, this instru-
ment has been executed by Chase Manhattan Bank Delaware, not in
its individual capacity but solely in its capacity as Owner
Trustee of the Issuer, and in no event shall Chase Manhattan Bank
Delaware in its individual capacity or any beneficial owner of
the Issuer have any liability for the representations, warran-
ties, covenants, agreements or other obligations of the Issuer
hereunder, as to all of which recourse shall be had solely to the
assets of the Issuer. For all purposes of this Agreement, in the
performance of any duties or obligations of the Issuer hereunder,
the Owner Trustee shall be subject to, and entitled to the bene-
fits of, the terms and provisions of Articles VI, VII and VIII of
the Trust Agreement.
18. Third-Party Beneficiary. The Indenture Trustee is a
third-party beneficiary to this Agreement and is entitled to the
rights and benefits hereunder and may enforce the provisions
hereof as if it were a party hereto.
IN WITNESS WHEREOF, the parties have caused this Agree-
ment to be duly executed and delivered as of the day and year
first above written.
HOUSEHOLD CONSUMER LOAN TRUST 1997-1
By: CHASE MANHATTAN BANK DELAWARE, not
in its individual capacity but
solely as Owner Trustee
By:___________________________
Name:
Title:
HOUSEHOLD FINANCE CORPORATION,
in its individual capacity as
Administrator
By:___________________________
Name:
Title:
HOUSEHOLD CONSUMER LOAN CORPORATION
By:___________________________
Name:
Title:
CONSENTED TO BY:
THE BANK OF NEW YORK,
as Indenture Trustee
By:___________________________
Name:
Title:
EXHIBIT A
POWER OF ATTORNEY
STATE OF NEW YORK )
)
COUNTY OF NEW YORK )
KNOW ALL MEN BY THESE PRESENTS, that Household Consumer Loan
Trust 1997-1 (the "Issuer"), does hereby make, constitute and
appoint Household Finance Corporation, as administrator (the
"Administrator") under the Administration Agreement dated as of
March 1, 1997 (the "Administration Agreement"), among the Issuer,
Chase Manhattan Bank Delaware, as the Owner Trustee, Household
Consumer Loan Corporation, as the Seller, and Household Finance
Corporation, as the Administrator, as the same may be amended
from time to time, and its agents and attorneys, as Attorneys-in-
Fact to execute on behalf of the Issuer all such documents,
reports, filings, instruments, certificates and opinions as it
shall be the duty of the Issuer to prepare, file or deliver
pursuant to the Related Agreements, including, without limita-
tion, to appear for and represent the Issuer in connection with
the preparation, filing and audit of federal, state and local tax
returns pertaining to the Issuer, and with full power to perform
any and all acts associated with such returns and audits that the
Issuer could perform, including without limitation, the right to
distribute and receive confidential information, defend and
assert positions in response to audits, initiate and defend
litigation, and to execute waivers of restrictions on assessments
of deficiencies, consents to the extension of any statutory or
regulatory time limit, and settlements.
All powers of attorney for this purpose heretofore filed or
executed by the Issuer are hereby revoked.
Capitalized terms that are used and not otherwise defined
herein shall have the meanings ascribed thereto in the Admin-
istration Agreement.
EXECUTED this 12th day of March, 1997.
HOUSEHOLD CONSUMER LOAN TRUST 1997-1
By: CHASE MANHATTAN BANK DELAWARE,
not in its individual capacity but
solely as Owner Trustee
By: _________________________________
Name:
Title:
HOUSEHOLD CONSUMER LOAN CORPORATION,
as Seller
By: __________________________________
Name:
Title:
