Exhibit

4.2




Execution Copy




 




AMENDED AND

RESTATED




 




TRUST AGREEMENT




 




 




between




 




 




HOUSEHOLD AUTO

RECEIVABLES CORPORATION




 




 




and




 




 




WILMINGTON TRUST

COMPANY




Owner Trustee




 




 




Dated as of May

29, 2003




 





























 




TABLE OF CONTENTS




 




	

  ARTICLE I Definitions


  
	

   


  
	

  Section 1.1.


  	

  Capitalized Terms


  
	

  Section 1.2.


  	

  Other Definitional Provisions


  
	

  Section 1.3.


  	

  Action by or Consent of Noteholders and

  Certificateholders


  
	

  Section 1.4.


  	

  Material Adverse Effect


  
	

   


  	

   


  
	

  ARTICLE II Organization


  
	

   


  
	

  Section 2.1.


  	

  Name


  
	

  Section 2.2.


  	

  Office


  
	

  Section 2.3.


  	

  Purposes and Powers


  
	

  Section 2.4.


  	

  Appointment of Owner Trustee


  
	

  Section 2.5.


  	

  Initial Capital Contribution of Owner Trust

  Estate


  
	

  Section 2.6.


  	

  Declaration of Trust


  
	

  Section 2.7.


  	

  Liability


  
	

  Section 2.8.


  	

  Title to Owner Trust Estate


  
	

  Section 2.9.


  	

  Situs of Owner Trust Estate


  
	

  Section 2.10.


  	

  Representations and Warranties of the

  Depositor


  
	

  Section 2.11.


  	

  Federal Income Tax Allocations


  
	

  Section 2.12.


  	

  Covenants of the Depositor


  
	

  Section 2.13.


  	

  Covenants of the Certificateholders


  
	

   


  	

   


  
	

  ARTICLE III Certificates and Transfer of

  Interests


  
	

   


  
	

  Section 3.1.


  	

  Initial Ownership


  
	

  Section 3.2.


  	

  The Certificates


  
	

  Section 3.3.


  	

  Authentication of Certificates


  
	

  Section 3.4.


  	

  Registration of Transfer and Exchange of

  Certificates


  
	

  Section 3.5.


  	

  Mutilated, Destroyed, Lost or Stolen

  Certificates


  
	

  Section 3.6.


  	

  Persons Deemed Certificateholders


  
	

  Section 3.7.


  	

  Access to List of Certificateholders’ Names

  and Addresses


  
	

  Section 3.8.


  	

  Maintenance of Office or Agency


  
	

  Section 3.9.


  	

  ERISA Restrictions


  
	

  Section 3.10.


  	

  Securities Matters


  
	

  Section 3.11.


  	

  Distributions


  
	

  Section 3.12.


  	

  Certificate Paying Agent


  
	

   


  	

   


  
	

  ARTICLE IV Voting Rights and Other Actions


  
	

   


  
	

  Section 4.1.


  	

  Prior Notice to Holders with Respect to

  Certain Matters


  
	

  Section 4.2.


  	

  Action by Certificateholders with Respect

  to Certain Matters


  
	

  Section 4.3.


  	

  Action by Certificateholders with Respect

  to Bankruptcy


  
	

  Section 4.4.


  	

  Restrictions on Certificateholders’ Power


  
	

  Section 4.5.


  	

  Majority Control


  





 





























 




	

  Section 4.6.


  	

  Certain Litigation Matters


  
	

   


  	

   


  
	

  ARTICLE V Certain Duties


  
	

   


  
	

  Section 5.1.


  	

  Accounting and Records to the Noteholders,

  Certificateholders, the Internal Revenue Service and Others


  
	

  Section 5.2.


  	

  Signature on Returns; Tax Matters Partner


  
	

   


  	

   


  
	

  ARTICLE VI Authority and Duties of Owner

  Trustee


  
	

   


  
	

  Section 6.1.


  	

  General Authority


  
	

  Section 6.2.


  	

  General Duties


  
	

  Section 6.3.


  	

  Action upon Instruction


  
	

  Section 6.4.


  	

  No Duties Except as Specified in this

  Agreement or in Instructions


  
	

  Section 6.5.


  	

  No Action Except under Specified Documents

  or Instructions


  
	

  Section 6.6.


  	

  Restrictions


  
	

   


  	

   


  
	

  ARTICLE VII Concerning the Owner Trustee


  
	

   


  
	

  Section 7.1.


  	

  Acceptance of Trust and Duties


  
	

  Section 7.2.


  	

  Furnishing of Documents


  
	

  Section 7.3.


  	

  Representations and Warranties


  
	

  Section 7.4.


  	

  Reliance; Advice of Counsel


  
	

  Section 7.5.


  	

  Not Acting in Individual Capacity


  
	

  Section 7.6.


  	

  Owner Trustee Not Liable for Certificates

  or Receivables


  
	

  Section 7.7.


  	

  Owner Trustee May Own Certificates and

  Notes


  
	

  Section 7.8.


  	

  Payments from Owner Trust Estate


  
	

  Section 7.9.


  	

  Doing Business in Other Jurisdictions


  
	

   


  	

   


  
	

  ARTICLE VIII Compensation of Owner Trustee


  
	

   


  
	

  Section 8.1.


  	

  Owner Trustee’s Fees and Expenses


  
	

  Section 8.2.


  	

  Indemnification


  
	

  Section 8.3.


  	

  Payments to the Owner Trustee


  
	

  Section 8.4.


  	

  Non-recourse Obligations


  
	

   


  	

   


  
	

  ARTICLE IX Termination of Agreement


  
	

   


  
	

  Section 9.1.


  	

  Termination of Agreement


  
	

   


  	

   


  
	

  ARTICLE X Successor Owner Trustees and

  Additional Owner Trustees


  
	

   


  
	

  Section 10.1.


  	

  Eligibility Requirements for Owner Trustee


  
	

  Section 10.2.


  	

  Resignation or Removal of Owner Trustee


  
	

  Section 10.3.


  	

  Successor Owner Trustee


  
	

  Section 10.4.


  	

  Merger or Consolidation of Owner Trustee


  
	

  Section 10.5.


  	

  Appointment of Co-Trustee or Separate

  Trustee


  
	

   


  	

   


  
	

  ARTICLE XI Miscellaneous


  





 




ii





























 




	

  Section 11.1.


  	

  Supplements and Amendments


  
	

  Section 11.2.


  	

  No Legal Title to Owner Trust Estate in

  Certificateholders


  
	

  Section 11.3.


  	

  Limitations on Rights of Others


  
	

  Section 11.4.


  	

  Notices


  
	

  Section 11.5.


  	

  Severability


  
	

  Section 11.6.


  	

  Separate Counterparts


  
	

  Section 11.7.


  	

  Assignments; Support Provider


  
	

  Section 11.8.


  	

  Covenants of the Depositor


  
	

  Section 11.9.


  	

  No Petition


  
	

  Section 11.10.


  	

  No Recourse


  
	

  Section 11.11.


  	

  Headings


  
	

  Section 11.12.


  	

  GOVERNING LAW


  
	

  Section 11.13.


  	

  Master Servicer


  
	

  Section 11.14.


  	

  Third-Party Beneficiary


  





 




	

  EXHIBITS


  
	

   


  	

   


  
	

  Exhibit A


  	

  Form of Certificate


  
	

  Exhibit B


  	

  Form of Certificate of Trust


  





 




iii





























 




THIS AMENDED AND RESTATED

TRUST AGREEMENT, dated as of May 29, 2003, between HOUSEHOLD AUTO RECEIVABLES

CORPORATION, a Nevada corporation (the “Depositor”) and WILMINGTON TRUST

COMPANY, a Delaware banking corporation, as Owner Trustee (the “Owner

Trustee”), amends and restates in its entirety that certain Trust Agreement,

dated as of April 15, 2003, between the Depositor and 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 Amended and Restated Agreement, as the same may be amended and

supplemented from time to time.




 




“Benefit Plan” shall have

the meaning assigned to such term in Section 3.9.




 




“Certificates” means, if

the Depositor elects (i) to evidence its interest in certificated form pursuant

to Section 3.2, the certificate substantially in the form of Exhibit A or (ii)

to have its interest be uncertified pursuant to Section 3.2, such

uncertificated interest.




 




“Certificate Majority”

shall have the meaning assigned to such term in Section 4.1.




 




“Certificate Paying

Agent” means U.S. Bank National Association, a national banking association.




 




“Certificate Register”

and “Certificate Registrar” shall mean the register mentioned and the registrar

appointed pursuant to Section 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 Statutory Trust Statute.




 




“Code” shall mean the

Internal Revenue Code of 1986, as amended.




 




“Corporate Trust Office”

shall mean, with respect to the Owner Trustee, the principal corporate trust

office of the Owner Trustee located at Rodney Square North, 1100 North Market

Street, Wilmington, Delaware 19890-1600, 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, the Insurer and the

Depositor).




 





























 




“Depositor” shall mean

Household Auto Receivables Corporation in its capacity as Depositor hereunder.




 




“ERISA” shall have the

meaning assigned to such term in Section 3.9.




 




“Expenses” shall have the

meaning assigned to such term in Section 8.2.




 




“Holder” or

“Certificateholder” shall mean a 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 Section 8.2.




 




“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 and each 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.




 




“Percentage Interest”

shall mean, with respect to a Certificate, the portion of the interests in the

Trust represented by a Certificate, as reflected in the Certificate Register.




 




“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 Trust Estate”

shall mean the property granted to the Indenture Trustee on behalf of the Trust

pursuant to Section 1.02 of the Series Supplement.




 




“Statutory 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.




 




“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.




 




2





























 




“Trust” shall mean the

trust established by this Agreement.




 




Section 1.2.            Other Definitional Provisions.

(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 the 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 Certificateholders. 

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 Indenture Trustee is entitled to rely

upon any such action or consent, only Notes which the Owner Trustee or the

Indenture Trustee knows to be so owned shall be so disregarded.




 




3





























 




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 Automotive Trust 2003-1”, 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 sue and be sued.




 




Section 2.2.            Office.  The principal place of business of the Trust

for purposes of Delaware law shall be in care of the Owner Trustee at the

Corporate Trust Office of the Owner Trustee or at such other address as the

Owner Trustee may designate by written notice to the Certificateholders, the

Insurer and the Depositor.  The Trust

may establish additional offices located at such place or places inside or

outside the State of Delaware as the Owner Trustee may designate from time to

time by written notice to the Certificateholders and the Depositor.  Initially, the Trust shall establish one

such additional office at the Corporate Trust Office of the Owner Trustee.




 




Section 2.3.            Purposes and Powers  (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 the Series Supplement and the

Certificates pursuant to this Agreement and the 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 the Series Trust Estate, to assign, grant, transfer, pledge,

mortgage and convey the Series Trust Estate to the Indenture Trustee pursuant

to the Indenture and the Series Supplement for the benefit of the Secured

Parties;




 




(iv)          to

enter into and perform its obligations under the Basic Documents and the

Related Documents, in each case, to which it is a party;




 




(v)           to

acquire, hold and manage the Owner Trust Estate;




 




4





























 




(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 Related Documents, 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 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 respective rights, powers and duties set forth herein.




 




Section 2.5.            Initial Capital Contribution of

Owner Trust Estate.  The Depositor

hereby sells, assigns, transfers, conveys and sets over to the Owner Trustee,

on behalf of the Trust, as of the date hereof, the sum of $1,000 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, on behalf of the Trust, for the use and benefit of the

Certificateholders, subject to the obligations of the Trust under the Basic

Documents.  It is the intention of the

parties hereto that the Trust constitute a statutory trust under the Statutory

Trust Statute and that this Agreement constitute the governing instrument of

such statutory trust.  It is the

intention of the parties hereto that, solely for income and franchise 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




 




5





























 




the Statutory

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)  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 Owner Trust Estate  (a)  Legal title to all of 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 Certificates shall not have legal title to any part of the

Series Trust Estate.  The Holders of the

Certificates shall be entitled to receive distributions with respect to their

undivided ownership interest therein in accordance with the terms hereof and

the 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 the Series Trust Estate.




 




Section 2.9.            Situs of Owner Trust Estate.  The Trust will be located in the State of

Delaware and administered in the State of Delaware.  All bank accounts maintained by the Owner Trustee on behalf of

the Trust shall be located with the Certificate Paying Agent in the State of

New York.  Payments will be received by

the Certificate Paying Agent on behalf of the Trust in Illinois and payments

will be made by the Trust from New York. 

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 principal 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 executing the Certificates and

Notes and upon which any 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 




 




6





























 




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 and the 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 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




 




7





























 




Depositor or its

properties, provided, however, that the Receivables will not

satisfy the Eligibility Criteria set forth in Schedule I to the Series

Supplement until the Closing Date.




 




(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 or any 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  (a)  For so long as the Trust has

a single owner for federal income tax purposes, it will, pursuant to Treasury

Regulations promulgated under section 7701 of the Code, be disregarded as an

entity distinct from the Certificateholder for all federal income tax

purposes.  Accordingly, for federal

income tax purposes, the Certificateholder will be treated as (i) owning all

assets owned by the Trust, (ii) having incurred all liabilities incurred by the

Trust, and (iii) all transactions between the Trust and the Certificateholder

will be disregarded.




 




(b)           Neither

the Owner Trustee nor any Certificateholder will, under any circumstances, and

at any time, make an election on IRS Form 8832 or otherwise, to classify the

Trust as an association taxable as a corporation for federal, state or any

other applicable tax purpose.




 




(c)           In

the event that the Trust has two equity owners for federal income tax purposes,

the Trust will be treated as a partnership. 

At any such time that the Trust has two equity owners, this Agreement

will be amended, in accordance with Section 11.1 herein, and appropriate provisions

will be added so as to provide for treatment of the Trust as a partnership.




 




Section 2.12.          Covenants of the Depositor.  The Depositor agrees and covenants for the

benefit of the Owner Trustee and the Indenture Trustee for the benefit of the

Secured Parties, during the term of this Agreement, and to the fullest extent

permitted by applicable law, that:




 




(a)           (i)

it shall not create, incur or suffer to exist any indebtedness or (ii) engage

in any business, except (x) as permitted by its articles of incorporation and

the Related Documents and (y) in connection with a securitization transaction

(including warehousing transactions) and the related documents in which the

related indebtedness is issued pursuant to an indenture having a provision

substantially similar to Section 11.18 of the Indenture; provided, however,

that no other Series shall be issued under the Basic Documents so long as the

Notes are outstanding;




 




8





























 




(b)           it

shall not, for any reason, institute proceedings for the Trust to be adjudicated

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

Section 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 Certificates, of the 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 the 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;




 




9





























 




(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 Section 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 Section 2.5, the Trust shall

issue an uncertificated ownership interest in the Trust (the “Uncertificated

Certificate”) to the Depositor.  Unless

and until the Depositor transfers all or a portion of the Percentage Interest

represented by such Uncertificated Certificate, such Uncertificated Certificate

shall represent one hundred percent (100%) of the Percentage Interest.  Upon issuance, the Certificates shall be

fully paid and nonassessable.




 




Section 3.2.            The Certificates  (a)   The Certificates shall be in

uncertificated form with records of interest ownership maintained by the

Certificate Registrar in the Certificate Register.  If, on or after the Closing Date, the holder of any Uncertificated

Certificate delivers to the Owner Trustee a written request that the

Uncertificated Certificate specified in such request be issued in certificated

form (a related “Certification Request”), the Owner Trustee shall promptly

issue such Certificate to the holder thereof in certificated form.  If a Certification Request has been

delivered, the Certificate will be issued in registered form, substantially in

the form of Exhibit A, and shall upon issue, be executed and delivered by the

Depositor to the Owner Trustee for authentication and redelivery as provided in

Section 3.3.




 




(b)           If

the Certificates are in certificated form, they 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




 




10





























 




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.




 




(c)           A transferee

of a Certificate (whether in certificated or uncertificated form) 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 Section 3.4.




 




(d)           No

Certificates shall be issued under this Agreement unless such Certificates have

been authorized pursuant to the Series Supplement and all conditions precedent

to the issuance thereof, as specified in the Series Supplement shall have been

satisfied.  All Certificates issued

under this Agreement shall be in all respects entitled to the benefits hereof

and of the Owner Trust Estate.




 




Section 3.3.            Authentication of Certificates.  If the Certificates are in certificated

form, 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 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 

(a)  The Certificate Registrar shall keep or cause to be kept,

at the office or agency maintained pursuant to Section 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 (whether

in certificated or uncertificated form) and of transfers and exchanges of

Certificates (whether in certificated or uncertificated form) as herein

provided.  The Owner Trustee shall be

the initial Certificate Registrar.




 




(b)           The

Certificate Registrar shall provide the Indenture Trustee with a list of the

names and addresses of the Certificateholders on the 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 Indenture Trustee of

the name and address of the transferee in writing, by facsimile, on the day of

such transfer.




 




(c)           If

a Certificate is in certificated form, upon surrender for registration of

transfer of any Certificate to the Certificate Registrar at the office or

agency maintained pursuant to Section 3.8, the Owner Trustee shall

execute, authenticate




 




11





























 




and deliver, in the

name of the designated transferee or transferees, one or more new Certificates

of the same Series in the aggregate Percentage Interest to be transferred,

dated the date of authentication by the Owner Trustee or any authenticating

agent.  If a Certificate is in

uncertificated form, upon representation of such Certificate in accordance with

Section 3.2, the Certificate Registrar shall reflect in the Certificate

Register the transfer of the relevant Percentage Interest.  If a Certificate is in certificated form, at

the option of the Holder thereof, such Certificate may be exchanged for one or

more other Certificates of the same Series in authorized denominations of a

like Percentage Interest upon surrender of the Certificates of the same Series,

to be exchanged at the office or agency maintained pursuant to

Section 3.8.  Certificates may be

issued in any Percentage Interest not to exceed 100%.




 




(d)           Every

Certificate presented or, in the case of certificated Certificates, 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 certificated 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.




 




(e)           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.




 




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 hold 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.




 




12





























 




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

and 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 the

Series Supplement (in the case of a 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, the Insurer or the

Indenture 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 Percentage Interest 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

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 any 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 (as defined in

§ 4975(e)(1) of the Code) that is subject to Section 4975 of the Code or

(iii) any entity whose underlying assets include assets of a plan described in

(i) or (ii) by reason of such plan’s investment in the entity (each, a “Benefit

Plan”).  The Certificate Registrar shall

not register the




 




13





























 




transfer of a

Certificate unless the transferee has delivered to the Owner Trustee a

representation letter in form and substance satisfactory to the Owner Trustee

to the effect that the transferee is not, and is not acquiring the Certificate

for the account of, 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 Agreement and shall promptly notify the party delivering the same if

such certificate does not so conform.




 




Section 3.11.          Distributions.  Distributions shall be made from time to

time by the Owner Trustee or the Certificate Paying Agent in accordance with

the Percentage Interests of the Certificateholders.




 




Section 3.12.          Certificate Paying Agent.  Distributions to be made in respect of the

Certificates pursuant to this Agreement, or the 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 9.1(c) with respect to the final

distribution on a 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 Certificateholders holding, in the aggregate, greater than 50% of the

Percentage Interests (a “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 Statutory Trust Statute or unless

such amendment would not materially and adversely affect the interests of the

Holders) and shall have been consented to by the Insurer (for so long as it is

the Controlling Party);




 




(b)           the

amendment of the Indenture by a supplemental indenture in circumstances where

the consent of any Noteholder is required;




 




14





























 




(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;




 




(d)           except

pursuant to Section 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; or




 




(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 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 Series Supplement and at the written 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, with the prior written consent of the Insurer

(for so long as it is the Controlling Party) 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, the Owner

Trustee shall not have the power to, and shall not, commence any proceeding or

other actions contemplated by Section 2.13(d) hereof relating to the Trust

without the prior written consent of the Insurer (for so long as it is the

Controlling Party) and  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)  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




 




15





























 




Owner Trustee

under this Agreement or any of the Basic Documents or would be contrary to

Section 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 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 Section 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 Section 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.




 




Section 4.6.            Certain Litigation Matters  (a) 

The Owner Trustee shall provide prompt written notice to the Insurer of

any action, proceeding or investigation of which a Responsible Officer of the

Owner Trustee has actual knowledge that could adversely affect the Trust or the

Owner Trust Estate or the rights or obligations of the Insurer under any of the

Basic Documents, the Note Policy or any other document delivered with respect

thereto.




 




(b)           The

Owner Trustee shall not, without the Insurer’s prior written consent (for so

long as it is the Controlling Party) or unless directed by the Insurer (if it

is the Controlling Party), undertake or join any litigation or agree to any

settlement of any




 




16





























 




action, proceeding

or investigation that could adversely affect the Trust or the rights or

obligations of the Insurer under any of the Basic Documents, the Note Policy or

any other document delivered with respect thereto.




 




ARTICLE

V





Certain Duties




 




Section 5.1.            Accounting and Records to the

Noteholders, Certificateholders, the Internal Revenue Service and Others.  Subject to Sections 12.1(b)(iii) and 12.1(c)

of the Master Sale and Servicing Agreement, the Master Servicer 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 Section 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 the 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 Section 5.1 as directed in writing by the

Depositor.  The Owner Trustee shall sign

all tax information returns, if any, filed pursuant to this Section 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

Section 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 Section 754 of the Code.




 




Section 5.2.            Signature on Returns; Tax Matters

Partner. 

(a)  Notwithstanding the provisions of Section 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.




 




17





























 




ARTICLE

VI





Authority and Duties of Owner Trustee




 




Section 6.1.            General Authority.  The Owner Trustee is authorized and directed

to execute and deliver on behalf of the Trust the Basic 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 to which the Trust is named

as a party and any amendment thereto, in each case, in such form as the

Depositor shall approve as evidenced conclusively by the Owner Trustee’s

execution thereof, and on behalf of the Trust, to direct the Indenture Trustee

to authenticate and deliver the Notes. 

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.  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 so long as such activities

are consistent with the terms of the Basic 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.  Notwithstanding the

foregoing, the Owner Trustee shall be deemed to have discharged its duties and

responsibilities hereunder and under the Basic 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 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) 

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 or in any Basic Document. 

The Certificate Majority shall not instruct the Owner Trustee in a

manner inconsistent with this Agreement or the Basic Documents.




 




(b)           The

Owner Trustee shall not be required to take any action hereunder or under any

Basic 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 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, the

Owner Trustee shall promptly give notice (in such form as shall be appropriate

under the circumstances) to the Certificate Majority and the Insurer requesting

instruction as to the course of action to be adopted, and to the extent the




 




18





























 




Owner Trustee acts

in good faith in accordance with any written instruction of the Certificate

Majority or the Insurer, 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 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 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 or the Basic Documents, 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 Section 6.3; and no implied duties or obligations

shall be read into this Agreement or any Basic 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.  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




 




19





























 




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 Related

Document and (iii) in accordance with any document or instruction delivered to

the Owner Trustee pursuant to Section 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

Section 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 Trust and Duties.  The Owner Trustee accepts the trust hereby

created and agrees to perform its duties hereunder with respect to such trust

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.  The Owner Trustee shall not be answerable or

accountable hereunder or under any Basic 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

Section 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

Section 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 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 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;




 




20





























 




(d)           under

no circumstances shall the Owner Trustee be liable for indebtedness evidenced

by or arising under any of the Basic Documents or any 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 any 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 Support

Provider, the Indenture Trustee, the Certificate Paying Agent, any Noteholder

or to any Certificateholder, other than as expressly provided for herein or in

the Basic Documents;




 




(f)            the

Owner Trustee shall not be liable for the default or misconduct of the

Depositor, any Support Provider, the Indenture Trustee 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 or

the Basic Documents that are required to be performed by the Depositor or the Certificate

Paying Agent under this Agreement, by the Indenture Trustee under the

Indenture, the Series Supplement or any Related Document or the Master Servicer

under the Master Sale and Servicing Agreement or the Series Supplement;




 




(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 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;

and




 




(h)           with

respect to the Insurer or Controlling Party, the Owner Trustee undertakes to

perform or observe only such of the covenants and obligations of the Owner

Trustee as are expressly set forth in this Agreement, and no implied covenants

or obligations with respect to the Insurer or Controlling Party shall be read

into this Agreement or any of the other Basic Documents against the Owner

Trustee.  The Owner Trustee shall not be

deemed to owe any fiduciary duty to the Insurer or Controlling Party, and shall

not be liable to any such person for the failure of the Trust to perform its

obligations to any such person other than as a result of the gross negligence

or willful misconduct of the Owner Trustee in the performance of its express

obligations under this Agreement.




 




21





























 




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.




 




Section 7.3.            Representations and Warranties.  The Owner Trustee hereby represents and

warrants, in its individual capacity, to the Depositor, the Holders and any

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 under

the laws of the United States.  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 it 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.




 




(d)           This

Agreement constitutes the legal, valid and binding obligation of the Owner

Trustee, enforceable against it in accordance with its terms except as the

enforceability thereof may be limited by bankruptcy, insolvency, moratorium,

reorganization or other similar laws affecting the enforcement of creditors’

rights generally and by general principles of equity.




 




(e)           It

is authorized to exercise trust powers in the State of Delaware as and to the

extent contemplated herein and it has a principal place of business in the

State of Delaware.




 




Section 7.4.            Reliance; Advice of Counsel.  (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




 




22





























 




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.




 




Section 7.5.            Not Acting in Individual Capacity.  Except as provided in this Article VII, in

accepting the trusts hereby created the Owner Trustee 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 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 certificated Certificates (other than the

signature and countersignature of the Owner Trustee on such 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 certificated

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 Indenture Trustee or the Master Servicer or

any subservicer taken in the name of the Owner Trustee.




 




23





























 




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 Indenture 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 any Certificate Paying Agent under this Agreement or any of the Basic Documents

shall be made only from the income and proceeds of the Owner Trust Estate and

only to the extent that the Owner Trustee shall have received income or

proceeds from the Owner Trust Estate to make such payments in accordance with

the terms hereof.  The Owner Trustee, 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.




 




Section 7.9.            Doing Business in Other

Jurisdictions.  Notwithstanding

anything contained herein to the contrary, the Owner Trustee (in its individual

and trustee capacities) shall not 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 Section 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 the Owner Trustee (in its individual capacity);

or (iii) subject the Owner Trustee (in its individual capacity) 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

the Owner Trustee (in its individual and trustee capacities) 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

respective rights and duties hereunder or under the Basic Documents.




 




Section 8.2.            Indemnification.  To the fullest extent permitted by

applicable law, the Depositor shall be liable as primary obligor for, and shall

indemnify the Owner Trustee (in its individual and trustee capacities) and its

officers, directors, successors, assigns, agents and servants (collectively,

the “Indemnified Parties”) from




 




24





























 




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 at any time be imposed on, incurred by, or

asserted against the Owner Trustee (in its trust or individual capacities) or

any Indemnified Party in any way relating to or arising out of this Agreement

or the Basic 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 Section 7.1.  The indemnities contained in this Section 8.2

and the rights under Section 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

trustee 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, 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 Agreement




 




Section 9.1.            Termination of Agreement.  (a)  This Agreement shall

terminate and the Trust shall wind up, dissolve and be of no further force or

effect upon the latest to occur of (i) the maturity or other liquidation of the

last Receivable (including the optional purchase by the Depositor or the Master

Servicer of the corpus of the Trust as described in Section 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 and, with respect

to amounts released from the Lien of the Indenture, distribution thereof to the

Certificateholders, or (ii) the payment to Noteholders and Certificateholders

of all amounts required to be paid to them pursuant to the Indenture and this

Agreement, including, with respect to amounts released from the Lien of the

Indenture, distribution thereof to the Certificateholders and the payment to

any Support Provider of all amounts payable or reimbursable to it pursuant to

the Series Supplement; provided, however, that the rights to

indemnification under Section 8.2 and the rights under Section 8.1

shall survive the termination of the Trust. 

The Master Servicer shall




 




25





























 




promptly notify

the Owner Trustee of any prospective termination pursuant to this

Section 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, the Insurer nor any other

Certificateholder shall be entitled to revoke or terminate the Trust.




 




(c)           If

any Certificates are in certificated form, notice of any termination of a

Series Trust Estate, specifying the Distribution Date upon which the

Certificateholders of such Series shall surrender their 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

Certificates of such Series shall be made upon presentation and surrender of

the 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 Series

Supplement.




 




(d)           If  any Certificates are in certificated form,

in the event that all of the Certificateholders holding certificated

Certificates of such Series shall not surrender their 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 holding certificated Certificates of such

Series to surrender their Certificates for cancellation and receive the final

distribution with respect thereto.  If within

one year after the second notice all the certificated 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 holding certificated

Certificates concerning surrender of their 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.




 




26





























 




(e)           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.




 




(f)            Upon

the winding up of the Trust and its dissolution, 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

Section 3810 of the Statutory 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 or national banking association (i) satisfying the

provisions of Section 3807(a) of the Statutory 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 A-1 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 Section 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 Certificate Majority), any 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 Section 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 and the Insurer 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

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 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 Section 10.1 and shall fail

to resign after written request therefor by the Depositor or the Insurer (for

so long as it is the Controlling Party), or if at any time




 




27





























 




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 respective property shall be

appointed, or any public officer shall take charge or control of the Owner

Trustee or of its respective property or affairs for the purpose of

rehabilitation, conservation or liquidation, then the Depositor or the Insurer

(for so long as it is the Controlling Party) may remove the Owner Trustee.  If the Depositor or the Insurer 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 Section 10.1 herein and acceptable to the

Insurer (for so long as it is the Controlling Party), by written instrument, in

triplicate, one copy of which instrument shall be delivered to the outgoing

Owner Trustee so removed, one copy to any Support Provider and one copy to the

successor 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 10.2 shall not become effective until acceptance of appointment by

the successor Owner Trustee pursuant to Section 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 Section 10.2 shall execute, acknowledge and deliver to the

Depositor, the Master Servicer, any Support Provider and to its predecessor

Owner Trustee an instrument accepting such appointment under this Agreement,

and thereupon the resignation or removal of its predecessor shall become

effective and the 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 10.3 unless at the time of such acceptance such

successor Owner Trustee shall be eligible pursuant to Section 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 Insurer, the

Indenture 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.




 




28





























 




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 Section 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, the Depositor and the Master Servicer.




 




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 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 and the Insurer (for so long as it is the Controlling

Party) and, if the Insurer is not the Controlling Party, 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 Section 10.1 and no notice of the appointment of any

co-trustee or separate trustee shall be required pursuant to Section 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




 




29





























 




(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, the Insurer (for so long as it is the Controlling Party) 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 and the Insurer.




 




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) 

This Agreement may be amended from time to time by the parties hereto

with the consent of the Insurer (for so long as it is the Controlling Party),

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.




 




30





























 




(b)           This

Agreement may also be amended from time to time with the consent of the Insurer

(for so long as it is the Controlling Party), the consent of the Noteholders

evidencing not less than a majority of the Outstanding Amount of the Notes, and

the consent of the Certificateholders representing at least a 50% Percentage

Interest, 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.




 




Prior to 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 Indenture Trustee,

the Insurer and each of the Rating Agencies.




 




It shall not be necessary for the consent of

Certificateholders, the Noteholders or the Indenture 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, including, without limitation,

amendments pursuant this Section and pursuant to Section 10A.4, 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 adversely affects their respective 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 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 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 Series

Trust Estate.




 




Section 11.3.          Limitations on Rights of Others.  The provisions of this Agreement are solely

for the benefit of the Owner Trustee, the Depositor, the 




 




31





























 




Certificateholders,

the Master Servicer and any Support Provider, the Indenture 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)  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 its respective Corporate Trust Office; if to the

Depositor, addressed to Household Auto Receivables Corporation, 1111 Town

Center Drive, Las Vegas, Nevada 89134, with a copy to Household Finance

Corporation, 2700 Sanders Road, Prospect Heights, Illinois 60070, Attn:

Treasurer; if to any Support Provider, at the address of such Support Provider

as set forth in the 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; 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 Support Provider.  Without limiting the generality of the foregoing, all covenants

and agreements in this Agreement which confer rights upon any Support Provider

shall be for the benefit of and run directly to any Support Provider, and any

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 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) upon

delivery of a written notice to the Owner Trustee.




 




32





























 




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.  To the fullest extent permitted by

applicable law, 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 Indenture 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, the Series Supplement or any Related Documents.




 




Section 11.10.        No Recourse.  Each Certificateholder by accepting a

Certificate acknowledges that such Certificateholder’s Certificates represent

beneficial interests in the Owner Trust Estate only and do not represent

interests in or obligations of the Master Servicer, the Depositor, the Owner

Trustee, the Indenture Trustee, any 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, the Series Supplement or any 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, the Series Supplement or any 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.




 




Section 11.14.        Third-Party Beneficiary.  The parties hereto agree that the Insurer is

a third-party beneficiary hereof.




 




33





























 




IN WITNESS WHEREOF, the parties hereto have caused

this Agreement to be duly executed by their respective officers hereunto duly

authorized as of the day and year first above written.




 




	

   


  	

   


  	

   


  
	

   


  	

  WILMINGTON TRUST

  COMPANY,


  	

   


  
	

   


  	

  as

  Owner Trustee


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Anita E. Dallago


  	

   


  
	

   


  	

   


  	

  Name: Anita E. Dallago


  	

   


  
	

   


  	

   


  	

  Title:  Senior Financial Services Officer


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  HOUSEHOLD AUTO

  RECEIVABLES


  	

   


  
	

   


  	

  CORPORATION,


  	

   


  
	

   


  	

  as Depositor


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Steven H. Smith


  	

   


  
	

   


  	

   


  	

  Name:  Steven H. Smith


  	

   


  
	

   


  	

   


  	

  Title:  Vice President and Assistant Treasurer


  
	

   


  	

   


  	

   


  
	

  Acknowledged and

  Agreed:


  	

   


  	

   


  
	

  HOUSEHOLD FINANCE

  CORPORATION,


  	

   


  	

   


  
	

  as Master Servicer


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  By:


  	

    /s/ B. B. Moss, Jr.


  	

   


  	

   


  	

   


  
	

   


  	

  Name: B. B. Moss, Jr.


  	

   


  	

   


  	

   


  
	

   


  	

  Title:  Vice President and Treasurer


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  U.S. BANK NATIONAL

  ASSOCIATION


  	

   


  	

   


  	

   


  
	

  not

  in its individual capacity


  	

   


  	

   


  	

   


  
	

  but

  solely as Certificate Paying Agent


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

    /s/ Patricia M. Child


  	

   


  	

   


  	

   


  
	

   


  	

  Name: Patricia M. Child


  	

   


  	

   


  	

   


  
	

   


  	

  Title:  Vice President


  	

   


  	

   


  	

   


  
							





 




[Signature Page

for Amended and Restated Trust Agreement]




 




34





























 




EXHIBIT A




 




[FORM OF

CERTIFICATE]




NUMBER




 




HOUSEHOLD

AUTOMOTIVE TRUST 2003-1


CERTIFICATE




 




SEE REVERSE FOR

CERTAIN DEFINITIONS




 




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 SECTION 3.4 OF THE AMENDED AND RESTATED TRUST AGREEMENT

PERTAINING TO THE HOUSEHOLD AUTOMOTIVE TRUST 2003-1 (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 CERTIFICATES UNDER THE SECURITIES ACT OR

ANY APPLICABLE STATE SECURITIES LAWS.




CERTIFICATE




 




evidencing a beneficial

ownership interest in the assets of the Trust relating to the Series Trust

Estate, which includes a pool of motor vehicle retail installment sale

contracts sold to the Trust by Household Auto Receivables Corporation.




 




(This 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 fully-paid and, to the fullest extent

permitted by applicable law, nonassessable beneficial ownership interest

representing a 100% Percentage Interest in the assets of Household Automotive

Trust 2003-1 (the “Trust”) formed by Household




 




A-1





























 




Auto Receivables Corporation, a Nevada corporation (the “Depositor”)

and the Series Trust Estate.




 




OWNER TRUSTEE’S

CERTIFICATE OF AUTHENTICATION




 




This is one of the

Certificates referred to in the within-mentioned Agreement.




 




WILMINGTON TRUST COMPANY




not in its individual




capacity but solely as




Owner Trustee




 




	

  by


  	

   


  	

  Authenticating

  Agent


  
	

  by


  	

   


  





 




Household Automotive Trust 2003-1 (the “Trust”), was

created pursuant to a Trust Agreement, dated as of April 15, 2003 (the

“Agreement”), between the Depositor and Wilmington Trust Company, as owner trustee

(the “Owner Trustee”), as amended and restated as of May 29, 2003 and as

supplemented by a Series Supplement dated as of May 29, 2003 (the “Series

Supplement”).  A summary of certain of

the pertinent provisions of the Agreement and Series 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 Agreement and the Series Supplement.




 




This certificate is one of the duly authorized

certificates of Trust of Household Automotive Trust 2003-1 designated as

Certificates.




 




This Certificate is issued under and is subject to the

terms, provisions and conditions of the Agreement and the Series Supplement, to

which Agreement the holder of this Certificate by virtue of the acceptance

hereof assents and by which such holder is bound.  The property of the Trust consists of the Series 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 Agreement and the Master Sale and Servicing Agreement

and each related Transfer Agreement, all right, to and interest of, the

Depositor in and to (i) the Master Receivables Purchase Agreement dated as of

December 18, 2001 between Household Automotive Finance Corporation and the

Depositor, as such agreement may be amended or supplemented from time to time,

(ii) the Master Receivables Purchase Agreement dated as of June 24, 2002

between Household Automotive Credit Corporation and the Depositor, as such

agreement may be amended or supplemented from time to time, (iii) the Master

Receivables Purchase Agreement dated as of August 8, 2002 between Household

Automotive Credit Corporation and the Depositor, as such agreement may be

amended or supplemented from time to time, and (iv) the Master Receivables Purchase

Agreement dated as of




 




A-2





























 




November 18, 2002,

between Household Automotive Finance Corporation and the Depositor, as such

agreement may be amended or supplemented from time to time.




 




The Notes have been issued pursuant to an Indenture

dated as of May 29, 2003 (the “Indenture”), among the Trust, Household Finance

Corporation, as Master Servicer and U.S. Bank National Association, as

Indenture Trustee and the Series Supplement.




 




Under the Series 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 June 17, 2003, to

the Person in whose name this Certificate is registered at the close of business

on the Business Day preceding such Distribution Date (the “Record Date”) such

Certificateholder’s fractional undivided interest in any amount to be

distributed to Certificateholders on such Distribution Date.




 




The holder of this Certificate acknowledges and agrees

that its rights to receive distributions in respect of this Certificate are

subordinated to the rights of the Noteholders as described in the Master Sale

and Servicing Agreement, the Indenture, the Agreement and the Series

Supplement, as applicable.




 




Distributions on this Certificate will be made as

provided in the Agreement by the Owner Trustee by wire transfer or check mailed

to the 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 Agreement and notwithstanding the above, the final distribution on this

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

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 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 Certificate shall not entitle the holder hereof to any benefit

under the Agreement or the Master Sale and Servicing Agreement or be valid for

any purpose.




 




THIS

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.




 




A-3





























 




IN WITNESS WHEREOF, the Owner Trustee, on behalf of

the Trust and not in its individual capacity, has caused this Certificate to be

duly executed.




 




	

   


  	

  HOUSEHOLD AUTOMOTIVE

  TRUST 2003-1


  
	

   


  	

   


  	

   


  
	

   


  	

  By: WILMINGTON TRUST

  COMPANY not in its individual capacity but solely as Owner Trustee


  
	

   


  	

   


  	

   


  
	

  Dated:


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

  Name:


  	

   


  
	

   


  	

   


  	

  Title:


  	

   


  





 




A-4





























 




(Reverse of

Certificate)




 




The 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 Agreement, the Indenture, the Basic Documents or any Related Documents.  In addition, this 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 Agreement and the Series 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 Certificateholder

upon written request.




 




As provided in the Agreement and subject to certain

limitations therein set forth, the transfer of this Certificate is registrable

in the Certificate Register upon surrender of this 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 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 Agreement is the

Owner Trustee.




 




The Certificates are issuable as registered

Certificates in any Percentage Interest not to exceed 100%.  As provided in the Agreement and subject to

certain limitations therein set forth, Certificates are exchangeable for new

Certificates in authorized denominations evidencing the same aggregate

Percentage Interest, 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 and the Certificate Registrar and

any agent of the Owner Trustee or the Certificate Registrar may treat the

person in whose name this 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 Certificates may not be acquired by or for the

account of (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 (as defined

in § 4975(e) (1) of the Code) that is subject to § 4975 of the Code

or (c) any entity whose underlying assets include plan assets by reason of such

plan’s investment in the entity (each, a “Benefit Plan”).  The Certificate Registrar shall not register

the transfer of a Certificate unless the transferee has delivered to the Owner

Trustee a representation letter in form and substance satisfactory to the




 




A-5





























 




Owner Trustee to

the effect that the transferee is not, and is not acquiring the Certificate for

the account of, 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 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 Certificate shall not entitle the holder hereof to

any benefit under the Agreement or the Master Sale and Servicing Agreement or

be valid for any purpose.




 




A-6





























 




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.




 




A-7





























 




EXHIBIT B




 




[FORM OF

CERTIFICATE OF TRUST]




 




 




CERTIFICATE OF TRUST




OF




HOUSEHOLD AUTOMOTIVE TRUST 2003-1




 




THIS Certificate of Trust of Household Automotive

Trust 2003-1 (the “Trust”) is being duly executed and filed on behalf of the

Trust by the undersigned, as trustee, to form a statutory trust under the

Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.)

(the “Act”).




 




1.             Name.  The name of the statutory trust formed by

this Certificate of Trust is Household Automotive Trust 2003-1.




 




2.             Delaware

Trustee.  The name and business

address of the trustee of the Trust in the State of Delaware are Wilmington

Trust Company, Rodney Square North, 1100 North Market Street, Wilmington,

Delaware 19890-1600.




 




3.             Effective

Date.  This Certificate of Trust

shall be effective upon filing.




 




IN

WITNESS WHEREOF, the undersigned have duly executed this

Certificate of Trust in accordance with Section 3811(a)(1) of the Act.




 




	

   


  	

  WILMINGTON TRUST

  COMPANY, not


  in its individual capacity but solely as


  Owner Trustee


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

  Name:


  	

   


  
	

   


  	

   


  	

  Title:


  	

   


  





 




B-1