Exhibit 10.2


 


Execution Copy


 


 


MASTER RECEIVABLES PURCHASE AGREEMENT


 


 


between


 


 


HOUSEHOLD AUTOMOTIVE FINANCE CORPORATION,


as Seller


 


and


 


 


HOUSEHOLD AUTO RECEIVABLES CORPORATION,


as Purchaser


 


 


dated as of


 


November 18, 2002


 





















 


TABLE OF CONTENTS


 


	
  ARTICLE
  I
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1.1

  	
  General

  	
   

  
	
  SECTION 1.2

  	
  Specific Terms

  	
   

  
	
  SECTION 1.3

  	
  Other Definitional Provisions

  	
   

  
	
  SECTION 1.4

  	
  Certain References

  	
   

  
	
  SECTION 1.5

  	
  No Recourse

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II CONVEYANCE OF THE RECEIVABLES AND THE OTHER CONVEYED PROPERTY

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  2.1

  	
  Purchase

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III REPRESENTATIONS AND WARRANTIES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.1

  	
  Representations and Warranties of Seller

  	
   

  
	
  SECTION 3.2

  	
  Representations and Warranties of HARC

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV COVENANTS OF SELLER

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.1

  	
  Seller’s Covenants

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  V
  REPURCHASES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.1

  	
  Repurchase of Receivables Upon Breach of Warranty

  	
   

  
	
  SECTION 5.2

  	
  Reassignment of Repurchased Receivables

  	
   

  
	
  SECTION 5.3

  	
  Waivers

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VI
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.1

  	
  Liability of Seller

  	
   

  
	
  SECTION 6.2

  	
  Amendment

  	
   

  
	
  SECTION
  6.3

  	
  GOVERNING
  LAW

  	
   

  
	
  SECTION 6.4

  	
  Notices

  	
   

  
	
  SECTION 6.5

  	
  Severability of Provisions

  	
   

  
	
  SECTION 6.6

  	
  Assignment

  	
   

  
	
  SECTION 6.7

  	
  Acknowledgment and Agreement of Seller

  	
   

  
	
  SECTION 6.8

  	
  Further Assurances

  	
   

  
	
  SECTION 6.9

  	
  No Waiver; Cumulative Remedies

  	
   

  
	
  SECTION 6.10

  	
  Counterparts

  	
   

  
	
  SECTION 6.11

  	
  Binding Effect; Third-Party Beneficiaries

  	
   

  
	
  SECTION 6.12

  	
  Merger and Integration

  	
   

  
	
  SECTION 6.13

  	
  Heading

  	
   

  
	
  SECTION 6.14

  	
  Schedules and Exhibits

  	
   

  
	
  SECTION 6.15

  	
  Survival of Representations and Warranties

  	
   

  
	
  SECTION 6.16

  	
  Nonpetition Covenant

  	
   

  



 


i





















 


EXHIBITS


 


	
  EXHIBIT A

  	
  Form
  of Receivables Purchase Agreement Supplement

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE
  A

  	
  Schedule
  of Related Master Sale and Servicing Agreements

  	
   

  



 


ii





















 


THIS MASTER RECEIVABLES PURCHASE AGREEMENT, dated as
of November 18, 2002, executed between Household Auto Receivables Corporation,
a Nevada corporation, as purchaser (“HARC”) and Household Automotive
Finance Corporation, a Delaware corporation, as seller (“Seller”).


 


W I T N E S S E T H :


 


WHEREAS, HARC has agreed to purchase from time to time
from Seller, and Seller, pursuant to this Agreement, has agreed to transfer
from time to time to HARC the Receivables and the Other Conveyed Property.


 


WHEREAS, HARC intends from time to time to transfer
Receivables and Other Conveyed Property to different Delaware business trusts,
each of which will issue notes and certificates secured by the Receivables and
Other Conveyed Property.


 


NOW, THEREFORE, in consideration of the premises and
the mutual agreements hereinafter contained, and for other good and valuable
consideration, the receipt of which is acknowledged, HARC and Seller, intending
to be legally bound, hereby agree as follows:


 


ARTICLE I



DEFINITIONS


 


SECTION 1.1         General.  Capitalized terms used herein without
definition shall have the respective meanings assigned to such terms in the
related Master Sale and Servicing Agreement.


 


SECTION 1.2         Specific Terms.  Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the following meanings:


 


“Agreement” means this Master Receivables
Purchase Agreement and all amendments hereof and supplements hereto.


 


“Conveyance” shall have the meaning specified
in Section 2.1.


 


“Conveyance Papers” shall have the meaning
specified in Section 3.1.


 


“Cutoff Date” shall have the meaning assigned
to such term in the applicable Series Supplement or Receivables Purchase
Agreement Supplement.


 


“Master Sale and Servicing Agreement” means
each agreement so entitled set forth on Schedule A among HARC, Household
Finance Corporation, as Master Servicer, the indenture trustee named therein
and the issuer named therein, each as supplemented by a related series
supplement among HARC, Household Finance


 


1





















 


Corporation, as Master
Servicer, the indenture trustee named therein, the issuer named therein and the
owner trustee named therein, pursuant to which Receivables are conveyed by HARC
to such issuer.


 


“Other Conveyed Property” means all money,
instruments, rights and other property that are subject or intended to be
subject to the lien and security interest of the related Indenture (including
all property and interests granted to the related Indenture Trustee), including
all proceeds thereof, other than the Receivables.


 


“Purchase Date” means, with respect to
Receivables, any date, on which Receivables are to be purchased by HARC
pursuant to this Agreement and a Receivables Purchase Agreement Supplement is
executed and delivered by Seller and HARC.


 


“Receivables” means the Receivables listed on
the Schedules of Receivables attached to a Receivables Purchase Agreement
Supplement as Schedule A.


 


“Receivables Purchase Agreement Supplement”
means an agreement between HARC and Seller in connection with a Series,
substantially in the form of Exhibit A hereto.


 


“Repurchase Event” means a determination
pursuant to Section 3.2 of the related Master Sale and Servicing Agreement that
HARC is required to repurchase a Receivable.


 


“Schedule of Receivables” means a schedule of
Receivables sold and transferred pursuant to this Agreement and a related
Receivables Purchase Agreement Supplement, which is attached as Schedule A to
such related Receivables Purchase Agreement Supplement.


 


SECTION 1.3         Other Definitional Provisions.


 


(a)   All terms defined in this Agreement shall
have the defined meanings when used in any certificate, other documents, or
Conveyance Paper made or delivered pursuant hereto unless otherwise defined
herein.


 


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


 


(c)   All determinations of the principal or
finance charge balance of any Receivable, and of any collections thereof, shall
be made in accordance with the related Master Sale and Servicing Agreement.


 


SECTION 1.4         Certain References.  All references to the Principal Balance of a
Receivable as of any date of determination shall refer to the close of


 


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business on such day, or as of the first day of a Collection Period
shall refer to the opening of business on such day.  All references to the last day of a
Collection Period shall refer to the close of business on such day.


 


SECTION 1.5         No Recourse.  Without limiting the obligations of Seller
hereunder, no recourse may be taken, directly or indirectly, under this
Agreement or any certificate or other writing delivered in connection herewith
or therewith, against any stockholder, officer or director, as such, of Seller,
or of any predecessor or successor of Seller.


 


ARTICLE II



CONVEYANCE OF THE RECEIVABLES

AND THE OTHER CONVEYED PROPERTY


 


SECTION
2.1         Purchase.


 


(a)   By execution of this Agreement and subject to
the terms and conditions of this Agreement, on a Purchase Date with respect to
a Receivables Purchase Agreement Supplement, Seller shall sell, transfer,
assign, and otherwise convey to HARC (each, a “Conveyance”) without
recourse (but without limitation of its obligations in this Agreement), and
HARC shall purchase, all right, title and interest of Seller in and to:


 


(i)            each
and every Receivable listed from time to time on Schedule A to such related
Receivables Purchase Agreement Supplement and all monies paid or payable
thereon or in respect thereof on or after the related Cutoff Date (including
amounts due on or before the related Cutoff Date but received by Seller after
such date);


 


(ii)           the
security interests in the related Financed Vehicles granted by Obligors
pursuant to such Receivables and any other interest of Seller in such Financed
Vehicles;


 


(iii)          all
rights of Seller against Dealers pursuant to Dealer Agreements or Dealer
Assignments related to such Receivables;


 


(iv)          any
proceeds and the right to receive proceeds with respect to such Receivables
repurchased by a Dealer pursuant to a Dealer Agreement;


 


(v)           all
rights of Seller under any Service Contracts on the related Financed Vehicles;


 


(vi)          any
proceeds and the right to receive proceeds with respect to the related
Receivables from claims on any physical damage, loss, credit life or disability
insurance policies, if any, covering Financed Vehicles or Obligors, including
rebates of insurance premiums relating to


 


3





















 


the Receivables and any proceeds from the liquidation of such
Receivables;


 


(vii)         all
items contained in the Receivables Files with respect to such Receivables and
any and all other documents that Seller or Master Servicer keeps on file in
accordance with its customary procedures relating to the related Receivables,
or the related Financed Vehicles or Obligor;


 


(viii)        all
property (including the right to receive future Net Liquidation Proceeds) that
secures each related Receivable and that has been acquired by or on behalf of
HARC pursuant to the liquidation of such Receivable; and


 


(ix)           all
present and future claims, demands, causes and choses in action in respect of
any or all of the foregoing and all payments on or under and all proceeds of
every kind and nature whatsoever in respect of any or all of the foregoing,
including all proceeds of the conversion, voluntary or involuntary, into cash
or other liquid property, all cash proceeds, accounts, accounts receivable,
notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance
proceeds, condemnation awards, rights to payment of any and every kind and
other forms of obligations and receivables, instruments and other property
which at any time constitute all or part of or are included in the proceeds of
any of the foregoing.


 


(b)   Simultaneously with each Conveyance, HARC
will pay or cause to be paid to or upon the order of Seller an amount equal to
100% of the Principal Balance of the related Receivables on the books and
records of Seller, plus the present value of anticipated excess spread on such
Receivables, discounted to take into account any uncertainty as to future
performance matching historical performance, servicing fees, delinquencies, pay
down rates, yield and such other factors as may be mutually agreed upon between
Seller and HARC, by wire transfer of immediately available funds.


 


(c)   In connection with each Conveyance, Seller
further agrees that it will, at its own expense, on or prior to the related
Purchase Date (i) indicate in its computer files or microfiche lists that the
related Receivables have been conveyed to HARC in accordance with this
Agreement and the related Receivables Purchase Agreement Supplement, and have
been conveyed by HARC to the related Indenture Trustee pursuant to the related
Master Sale and Servicing Agreement for the benefit of the related Secured
Parties by including in such computer files and microfiche lists the code
identifying each such Receivable and (ii) deliver to HARC (or to the related
Indenture Trustee if HARC so directs) a computer file or microfiche list
containing a true and complete list of all such Receivables specifying for each
such Receivable, as of the Cutoff Date (A) its account number and (B) the
outstanding balance of such Receivable. 
Such computer files or microfiche lists shall be delivered to HARC (or
to the related Indenture Trustee if so directed by HARC) and marked as
proprietary and confidential.  Seller
further agrees not


 


4





















 


to alter the code referenced in clause (i) of this
paragraph with respect to any Receivable during the term of this Agreement.


 


(d)   The parties hereto intend that each
Conveyance shall constitute a sale of the Seller’s right, title and interest in
and to the related Receivables and Other Conveyed Property, conveying good
title free and clear of any liens, claims, encumbrances or rights of others
from Seller to HARC and that the such Receivables and Other Conveyed Property
subject to such Conveyance shall not be part of Seller’s estate in the event of
the insolvency of Seller or a conservatorship, receivership or similar event
with respect to Seller.  It is the
intention of the parties hereto that the arrangements with respect to each
Conveyance of Receivables and Other Conveyed Property shall constitute a
purchase and sale of such Receivables and Other Conveyed Property and not a
loan.  In the event, however, that a
court of competent jurisdiction were to hold that the transactions evidenced
hereby constitute a loan and not a purchase and sale, it is the intention of
the parties hereto that this Agreement shall constitute a security agreement
under applicable law, and that Seller shall be deemed to have granted to HARC a
first priority perfected security interest in all of such Seller’s right, title
and interest in and to the Receivables and Other Conveyed Property.


 


ARTICLE III



REPRESENTATIONS AND WARRANTIES


 


SECTION 3.1         Representations and Warranties of
Seller.  Seller makes the
representations and warranties set forth in Section 3.1(b) through (h) as of
each Purchase Date on which HARC relies in purchasing the Receivables and the
Other Conveyed Property subject to the related Conveyance and in transferring
the Receivables and the Other Conveyed Property to the Issuer under the related
Master Sale and Servicing Agreement.  The
representations set forth in Section 3.1(a), on which HARC relies in purchasing
the Receivables and the Other Conveyed Property subject to the related
Conveyance and in transferring the Receivables and the Other Conveyed Property
to the Issuer under the related Master Sale and Servicing Agreement, are made
with respect to Receivables and Other Conveyed Property conveyed hereunder, as
of the execution and delivery of the related Receivables Purchase Agreement
Supplement, but shall, together with the representations and warranties set
forth in Section 3.1(b) through (h), survive the sale, transfer and assignment
of the Receivables and the Other Conveyed Property hereunder, and the sale,
transfer and assignment thereof by HARC to the Issuer under each Master Sale
and Servicing Agreement.  Seller and HARC
agree that HARC will assign to Issuer all HARC’s rights under this Agreement
and each Receivables Purchase Agreement Supplement and that the Indenture
Trustee will thereafter be entitled to enforce this Agreement and each
Receivables Purchase Agreement Supplement against Seller in the Indenture
Trustee’s own name on behalf of the Securityholders.


 


(a)   Eligibility Criteria.  Each of the Receivables which is to be
pledged as collateral for a Series of Notes will satisfy the applicable
Eligibility Criteria set forth in, or to be set forth in, Schedule I to the
Series Supplement establishing such Series.


 


5





















 


(b)   Organization and Good Standing.  Seller is a corporation duly organized and
validly existing in good standing under the laws of the state of Delaware and
has, in all material respects, full power and authority to own its properties
and conduct its business as such properties are presently owned and such
business is presently conducted, and to execute, deliver and perform its
obligations under this Agreement.


 


(c)   Due Obligation.  Seller is duly qualified to do business and
is in good standing as a foreign corporation (or is exempt from such
requirements) and has obtained all necessary licenses and approvals, in each
jurisdiction in which failure to so qualify or to obtain such licenses and
approvals would (i) render any Receivable unenforceable by Seller, HARC or any
Trust and (ii) have a material adverse effect on any Secured Parties.


 


(d)   Due Authorization.  The execution, delivery and performance of
this Agreement and any other document or instrument delivered pursuant hereto
(such other documents and instruments, including, but not limited to, the
Receivables Purchase Agreement Supplement collectively, the “Conveyance
Papers”) and the consummation of the transactions provided for in this
Agreement or any other Conveyance Papers have been duly authorized by all
necessary corporate action on the part of Seller and constitute or will
constitute the legal, valid and binding obligation of Seller, enforceable in
accordance with their terms.


 


(e)   No Conflict.  The execution and delivery of this Agreement
and the Conveyance Papers, the performance of the transactions contemplated by
this Agreement and the Conveyance Papers, and the fulfillment of the terms of
this Agreement and the Conveyance Papers applicable to Seller will not conflict
with, violate or result in any breach of any of the material terms and
provisions of, or constitute (with or without notice or lapse of time or both)
a material default under, any indenture, contract, agreement, mortgage, deed of
trust, or other instrument to which Seller is a party or by which it or any of
its properties are bound.


 


(f)    No Violation.  The execution, delivery and performance of
this Agreement and the Conveyance Papers and the fulfillment of the terms
contemplated herein and therein applicable to Seller will not conflict with or
violate any requirements of law applicable to Seller.


 


(g)   No Proceedings.  There are no proceedings or investigations
pending or, to the best knowledge of Seller, threatened against Seller, before
any court, regulatory body, administrative agency or other tribunal or
governmental instrumentality (i) asserting the invalidity of this Agreement or
the Conveyance Papers, (ii) seeking to prevent the consummation of any of the
transactions contemplated by this Agreement or the Conveyance Papers, (iii)
seeking any determination or ruling that, in the reasonable judgment of Seller,
would materially and adversely affect the performance by Seller of its
obligations under this Agreement or the Conveyance Papers, (iv) seeking any
determination or ruling that would materially and adversely affect the validity
or enforceability of this Agreement or the Conveyance Papers or (v) seeking to
affect adversely the income tax attributes of any Trust under United States
Federal, Nevada or California income tax systems.


 


6





















 


(h)   All Consents.  All authorizations, consents, orders,
approvals, registrations or declarations with, or of, any Governmental
Authority required to be obtained, effected or given by Seller in connection
with the execution and delivery by Seller of this Agreement or the Conveyance
Papers and the performance of the transactions contemplated by this Agreement
or the Conveyance Papers by Seller have been duly obtained, effected or given
and are in full force and effect.


 


SECTION 3.2         Representations and Warranties of HARC.  HARC makes the representations and warranties
set forth in Section 3.2 (a) through (f) as of each Purchase Date, on which
Seller relies in selling, assigning, transferring and conveying the Receivables
and the Other Conveyed Property subject to the related conveyance to HARC
hereunder.  The representations are made
with respect to Receivables and Other Conveyed Property conveyed hereunder, as
of the execution and delivery of the related Receivables Purchase Agreement
Supplement, but shall survive the sale, transfer and assignment of the
Receivables and the Other Conveyed Property hereunder and the sale, transfer
and assignment thereof by HARC to the related Issuer under each Master Sale and
Servicing Agreement.


 


(a)   Organization and Good Standing.  HARC is a corporation duly organized and
validly existing under the laws of the State of Nevada and has, in all material
respects, full power and authority to own its properties and conduct its
business as such properties are presently owned and such business is presently
conducted and to execute, deliver and perform its obligations under this
Agreement and the Conveyance Papers.


 


(b)   Due Authorization.  The execution and delivery of this Agreement
and the Conveyance Papers and the consummation of the transactions provided for
in this Agreement and the Conveyance Papers have been duly authorized by HARC
by all necessary corporate action on the part of HARC.


 


(c)   No Conflict.  The execution and delivery of this Agreement
and the Conveyance Papers, the performance of the transactions contemplated by
this Agreement and the Conveyance Papers, and the fulfillment of the terms
hereof and thereof, will not conflict with, result in any breach of any of the
material terms and provisions of, or constitute (with or without notice or
lapse of time or both) a material default under, any indenture, contract,
agreement, mortgage, deed of trust or other instrument to which HARC is a party
or by which it or its properties is bound.


 


(d)   No Violation.  The execution, delivery and performance of
this Agreement and the Conveyance Papers by HARC and the fulfillment of the
terms contemplated herein and therein applicable to HARC will not conflict with
or violate any requirements of law applicable to HARC.


 


(e)   No Proceeding.  There are no proceedings or investigations pending
or, to the best knowledge of HARC, threatened against HARC, before any court,
regulatory body, administrative agency, or other tribunal or governmental
instrumentality (i) asserting the invalidity of this Agreement or the
Conveyance Papers, (ii) seeking to


 


7





















 


prevent the consummation of any of the transactions
contemplated by this Agreement or the Conveyance Papers, (iii) seeking any
determination or ruling that, in the reasonable judgment of HARC, would
materially and adversely affect the performance by HARC of its obligations
under this Agreement or the Conveyance Papers or (iv) seeking any determination
or ruling that would materially and adversely affect the validity or
enforceability of this Agreement or the Conveyance Papers.


 


(f)    All Consents.  All authorizations, consents, orders or
approvals of or registrations or declarations with any Governmental Authority
required to be obtained, effected or given by HARC in connection with the
execution and delivery by HARC of this Agreement and the Conveyance Papers and
the performance of the transactions contemplated by this Agreement and the
Conveyance Papers or the fulfillment of the terms of this Agreement and the
Conveyance Papers by HARC have been duly obtained.


 


In the event of any breach of a representation and
warranty made by HARC hereunder, Seller covenants and agrees that it will not
take any action to pursue any remedy that it may have hereunder, in law, in
equity or otherwise, until a year and a day have passed since the date on which
all Notes and Certificates issued by any Trust have been paid in full.  Seller and HARC agree that damages will not
be an adequate remedy for such breach and that this covenant may be
specifically enforced by HARC, the related Issuer or by the related Indenture
Trustee on behalf of the related Secured Parties and the related Owner Trustee
on behalf of the related Certificateholders. 
Seller agrees that with respect to its obligations in connection with a
Repurchase Event it will exercise no rights of offset with respect to any
claims it may have against HARC.


 


ARTICLE IV



COVENANTS OF SELLER


 


SECTION 4.1         Seller’s Covenants.  Seller hereby covenants and agrees with HARC
as follows:


 


(a)   Receivables Not To Be Evidenced by
Promissory Notes.  Seller will take
no action to cause any Receivable to be evidenced by any instrument (as defined
in the UCC).


 


(b)   Security Interests.  Except for the conveyances hereunder or as
otherwise provide herein, Seller will not sell, pledge, assign or transfer to
any other Person, or take any other action inconsistent with HARC’s ownership
of the Receivables and Other Conveyed Property or grant, create, incur, assume
or suffer to exist any Lien on any Receivable or any Other Conveyed Property,
whether now existing or hereafter created, or any interest therein, and Seller
shall not claim any ownership interest in the Receivables or any Other Conveyed
Property and shall defend the right, title and interest of HARC in and to the
Receivables and Other Conveyed Property, whether now existing or hereafter
created, against all claims of third parties claiming through or under Seller.


 


8





















 


(c)   Security’s Interest.  Except for the conveyances hereunder and in
connection with any transaction permitted pursuant to Section 6.6, Seller
hereby agrees not to transfer, assign, exchange or otherwise convey or pledge,
hypothecate or otherwise grant a security interest in the Receivables or any
Other Conveyed Property and any such attempted transfer, assignment, exchange,
conveyance, pledge, hypothecation or grant shall be void.


 


(d)   Delivery of Collections or Recoveries.  In the event that Seller receives collections
or recoveries with respect to the Receivables, Seller agrees to pay to HARC (or
to the Master Servicer if HARC so directs) all such collections and recoveries
to the extent such amounts are payable to HARC as soon as practicable after
receipt thereof.


 


(e)   Notice of Liens.  Seller shall notify HARC promptly after
becoming aware of any Lien on any Receivable or any Other Conveyed Property
other than the conveyances hereunder.


 


(f)    Documentation of Transfer.  Seller shall undertake to file the documents
which would be necessary to perfect and maintain the transfer of the security
interest in and to the Receivables and Other Conveyed Property.


 


(g)   Approval of Office Records.  Seller shall cause this Agreement to be duly
approved by Seller’s Board of Directors, and Seller shall maintain this
Agreement as a part of the official records of Seller for the term of this
Agreement.


 


(h)   Maintenance of Security Interests in
Vehicles.  In the event that the
assignment of a Receivable to HARC or any assignee thereof is insufficient,
without a notation on the related Financed Vehicle’s certificate of title, or
without fulfilling any additional administrative requirements under the laws of
the state in which the Financed Vehicle is located, to perfect a security
interest in the related Financed Vehicle in favor of HARC or any assignee
thereof, Seller hereby agrees that the designation of Seller or any Affiliate
of Seller as the secured party on the certificate of title is in its capacity
as agent of HARC or the agent of any assignee of HARC for such limited purpose.


 


ARTICLE V



REPURCHASES


 


SECTION 5.1         Repurchase of Receivables Upon Breach
of Warranty.  Upon the occurrence of
a Repurchase Event, Seller shall, unless the breach which is the subject of
such Repurchase Event shall have been cured in all material respects, repurchase
the Receivable relating thereto from the related Issuer under the related
Master Sale and Servicing Agreement by the last day of the first full calendar
month following the discovery of such breach by Seller or receipt by Seller of
notice of such breach from any of the Master Servicer, HARC, a Trust Officer of
the related Indenture Trustee or the related Owner Trustee and, simultaneously
with the repurchase of the Receivable, Seller shall deposit the Repurchase
Amount in full, without deduction or offset, in the Collection Account,
pursuant to Section 3.2 of the related Master Sale and


 


9





















 


Servicing Agreement.  It is
understood and agreed that, except as set forth in Section 6.1 hereof, the
obligation of Seller to repurchase any Receivable, as to which a breach
occurred and is continuing, shall, if such obligation is fulfilled, constitute
the sole remedy against Seller for such breach available to HARC, the related
Issuer, the related Secured Parties, the related Certificateholders, the
related Indenture Trustee on behalf of the related Noteholders or the related
Owner Trustee on behalf of the related Certificateholders.  The provisions of this Section 5.1 are intended
to grant the related Indenture Trustee or the related Issuer a direct right
against Seller to demand performance hereunder, and in connection therewith,
Seller waives any requirement of prior demand against HARC with respect to such
repurchase obligation.  Any such
repurchase shall take place in the manner specified in Section 3.2 of the
related Master Sale and Servicing Agreement. 
Notwithstanding any other provision of this Agreement or the related
Master Sale and Servicing Agreement to the contrary, the obligation of Seller
under this Section shall not terminate upon a termination of Household Finance
Corporation as Master Servicer under the related Master Sale and Servicing
Agreement and shall be performed in accordance with the terms hereof
notwithstanding the failure of the Master Servicer or HARC to perform any of
their respective obligations with respect to such Receivable under the related
Master Sale and Servicing Agreement.


 


SECTION 5.2         Reassignment of Repurchased Receivables.  Upon deposit in the Collection Account of the
Repurchase Amount of any Receivable repurchased by Seller under Section 5.1
hereof, HARC and the related Issuer shall take such steps as may be reasonably
requested by Seller in order to assign to Seller all of HARC’s and the related
Issuer’s right, title and interest in and to such Receivable and all security
and documents and all Other Conveyed Property conveyed to HARC and the related
Issuer directly relating thereto, without recourse, representation or warranty,
except as to the absence of liens, charges or encumbrances created by or
arising as a result of actions of HARC or the related Issuer.  Such assignment shall be a sale and
assignment outright, and not for security. 
If, following the reassignment of a Repurchased Receivable, in any
enforcement suit or legal proceeding, it is held that Seller may not enforce
any such Receivable on the ground that it shall not be a real party in interest
or a holder entitled to enforce the Receivable, HARC and the related Issuer
shall, at the expense of Seller, take such steps as Seller deems reasonably
necessary to enforce the Receivable, including bringing suit in HARC’s or in
the related Issuer’s name.


 


SECTION 5.3         Waivers.  No failure or delay on the part of HARC, or
the related Issuer as assignee of HARC, in exercising any power, right or
remedy under this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power, right or remedy preclude any
other or future exercise thereof or the exercise of any other power, right or
remedy.


 


10





















 


ARTICLE VI



MISCELLANEOUS


 


SECTION 6.1         Liability of Seller.  Seller shall be liable in accordance herewith
only to the extent of the obligations in this Agreement specifically undertaken
by Seller and the representations and warranties of Seller.


 


SECTION 6.2         Amendment.  This Agreement and any Conveyance Papers and
the rights and obligations of the parties hereunder may not be changed orally,
but only by an instrument in writing signed by HARC and Seller in accordance
with this Section 6.2.  This Agreement
and any Conveyance Papers may be amended from time to time by HARC and Seller
only with the prior written consent of all of the Secured Parties.


 


SECTION 6.3         GOVERNING LAW.  THIS AGREEMENT AND THE CONVEYANCE PAPERS
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.


 


SECTION 6.4         Notices.  All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered at or mailed by registered mail, return receipt requested,
to (a) in the case of Seller, 5855 Copley Drive, San Diego, CA 92111,
Attention:  Chief Operating Officer, with
a copy to 2700 Sanders Road, Prospect Heights, Illinois 60070  Attention: 
Director—Asset Securitization, (b) in the case of HARC, 1111 Town Center
Drive, Las Vegas, Nevada 89134 Attention: 
Compliance Officer, with a copy to 2700 Sanders Road, Prospect Heights,
Illinois 60070,  Attention:  Treasurer; or, as to each party, at such
other address as shall be designated by such party in a written notice to each
other party.


 


SECTION 6.5         Severability of Provisions.  If any one or more of the covenants,
agreements, provisions, or terms of this Agreement or Conveyance Paper shall
for any reason whatsoever be held invalid, then such covenants, agreements,
provisions, or terms shall be deemed severable from the remaining covenants,
agreements, provisions, and terms of this Agreement or any Conveyance Paper and
shall in no way affect the validity or enforceability of the other provisions
of this Agreement or of any Conveyance Paper.


 


SECTION 6.6         Assignment.  Notwithstanding anything to the contrary
contained herein, other than HARC’s assignment of its rights, title, and
interests in, to, and under this Agreement to the Issuer specified in a Master
Sale and Servicing Agreement (which Issuer shall assign such rights, title and
interest in and to this Agreement to the related Indenture Trustee for the
benefit of the related Secured Parties), as contemplated by the Master Sale and
Servicing Agreement and Section 6.7 hereof, the Receivables, the Other Conveyed
Property, this Agreement and all other Conveyance


 


11





















 


Papers may not be assigned by the parties hereto; provided, however,
that Seller shall have the right to assign its rights, title and interests, in
to and under this Agreement to (i) any successor by merger or consolidation, or
any Person which acquires by conveyance, transfer or sale the properties and
assets of Seller or (ii) any Affiliate owned directly or indirectly by
Household International, Inc.  The right
granted in the foregoing proviso is subject to the further condition that any
such successor or other Person shall expressly assume by written agreement, in
form and substance satisfactory to HARC, the obligations of Seller hereunder
and under the Conveyance Papers.


 


SECTION 6.7         Acknowledgment and Agreement of Seller.  By execution below, Seller expressly
acknowledges and agrees that all of HARC’s right, title, and interest in, to,
and under this Agreement, including, without limitation, all of HARC’s right
title, and interest in and to the Receivables purchased pursuant to this
Agreement, shall be assigned by HARC to an Issuer specified in a Master Sale
and Servicing Agreement and by such Issuer to the related Indenture Trustee for
the benefit of the related Secured Parties, and Seller consents to such
assignment.  Additionally, Seller agrees
for the benefit of such Indenture Trustee that any amounts payable by Seller to
HARC hereunder which are to be paid by HARC to such Indenture Trustee for the
benefit of the related Secured Parties shall be paid by Seller, on behalf of
HARC, directly to such Indenture Trustee. 
Any payment required to be made on or before a specified date in
same-day funds may be made on the prior business day in next-day funds.


 


SECTION 6.8         Further Assurances.  HARC and Seller agree to do and perform, from
time to time, any and all acts to authenticate any and further records, to
execute any and further instruments, in each case required or reasonably
requested by the other party more fully to effect the purposes of this
Agreement and the Conveyance Papers, including, without limitation, the
execution of any financing statements or continuation statements or equivalent
documents relating to the Receivables for filing under the provisions of the
UCC or other law of any applicable jurisdiction.


 


SECTION 6.9         No Waiver; Cumulative Remedies.  No failure to exercise and no delay in
exercising, on the part of HARC or Seller, any right, remedy, power or
privilege hereunder, shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude
any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege.  The rights,
remedies, powers and privileges herein provided are cumulative and not
exhaustive of any rights, remedies, powers and privileges provided by law.


 


SECTION 6.10       Counterparts.  This Agreement and all Conveyance Papers may
be executed in two or more counterparts (and by different parties on separate
counterparts), each of which shall be an original, but all of which together
shall constitute one and the same instrument.


 


SECTION 6.11       Binding Effect; Third-Party Beneficiaries.  This Agreement and the Conveyance Papers will
inure to the benefit of and be binding upon the parties hereto and their
respective successors and permitted assigns. 
Each of the Indenture Trustee and Issuer with respect to a Master Sale
and Servicing Agreement and


 


12





















 


the related Owner Trustee shall be considered a third-party beneficiary
of this Agreement.


 


SECTION 6.12       Merger and Integration.  Except as specifically stated otherwise
herein, this Agreement and the Conveyance Papers set forth the entire
understanding of the parties relating to the subject matter hereof,  and all prior understandings, written or
oral, are superseded by this Agreement and the Conveyance Papers.  This Agreement and the Conveyance Papers may
not be modified, amended, waived or supplemented except as provided herein.


 


SECTION 6.13       Heading.  The headings are for purposes of reference
only and shall not otherwise affect the meaning or interpretation of any
provision hereof.


 


SECTION 6.14       Schedules and Exhibits.  The schedules and exhibits attached hereto
and referred to herein shall constitute a part of this Agreement and are
incorporated into this Agreement for all purposes.


 


SECTION 6.15       Survival of Representations and Warranties.  All representations, warranties and
agreements contained in this Agreement or contained in any Conveyance Paper,
shall remain operative and in full force and effect and shall survive
conveyance of the Receivables by HARC to the Issuer pursuant to the Master Sale
and Servicing Agreement and the pledge thereof by the Issuer to the Indenture
Trustee pursuant to the related Indenture and the related Series Supplement.


 


SECTION 6.16       Nonpetition Covenant.  Until the date which is one year and one day
after payment in full of all the Notes of all Series, neither HARC nor Seller
shall petition or otherwise invoke the process of any court or government
authority for the purpose of commencing or sustaining a case against Seller or
any Issuer under any federal or state bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator
or other similar official of Seller or any Issuer or any substantial part of
their respective properties, or ordering the winding up or liquidation of the
affairs of Seller or any Issuer.  This
provision shall survive the termination of this Agreement.


 


[Signature Page Follows]


 


13





















 


IN WITNESS WHEREOF, the parties have caused this Master
Receivables Purchase Agreement to be duly executed by their respective officers
as of the day and year first above written.


 


	
   

  	
  HOUSEHOLD AUTOMOTIVE FINANCE

  CORPORATION

  
	
   

  	
  as Seller

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy R. Condon

  	
   

  
	
   

  	
   

  	
  Name: Timothy R. Condon

  
	
   

  	
   

  	
  Title: Executive Vice President & Chief

  
	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  HOUSEHOLD AUTO RECEIVABLES

  CORPORATION,

  
	
   

  	
  as Purchaser

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven H. Smith

  	
   

  
	
   

  	
   

  	
  Name: Steven H. Smith

  
	
   

  	
   

  	
  Title: Vice President & Assistant Treasurer

  



 


14





















 


EXHIBIT A


 


FORM OF RECEIVABLES PURCHASE AGREEMENT SUPPLEMENT


 


Transfer No.     of Receivables, dated
as of
                                      ,
pursuant to a Master Receivables Purchase Agreement (the “Purchase Agreement”)
dated as of November 18, 2002, between Household Automotive Finance
Corporation, a Delaware corporation (“Seller”) and Household Auto
Receivables Corporation, a Nevada corporation (“HARC”).


 


W I T N E S S E T H :


 


WHEREAS pursuant to the Purchase Agreement, Seller
wishes to convey Receivables and Other Conveyed Property to HARC; and


 


WHEREAS, HARC is willing to accept such conveyance
subject to the terms and conditions hereof.


 


NOW, THEREFORE, Seller and HARC hereby agree as
follows:


 


1.             Defined Terms.  Capitalized terms used herein shall have the
meanings ascribed to them in the Purchase Agreement unless otherwise defined
herein.


 


“Cutoff Date” shall mean with respect to the
Receivables conveyed hereby, the close of business on
                                      ,
200  .


 


“Master Sale and Servicing Agreement” means the
agreement dated as of
                        ,
           among HARC, Household
Finance Corporation, as Master Servicer,
                              ,
as indenture trustee and
                                ,
as issuer.


 


“Purchase Date” shall mean with respect to the
Receivables conveyed hereby,
                                      ,
200  .


 


“Purchase Price” shall mean 100% of the
Principal Balance of the Receivables on the books and records of Seller, plus
the present value of anticipated excess spread on such Receivables, discounted
to take into account any uncertainty as to future performance matching
historical performance, servicing fees, delinquencies, paydown rates, yield and
such other factors as may be mutually agreed upon by Seller and HARC.


 


“Transfer Date” means, with respect to
Receivables, the date on which Receivables and Other Conveyed Property are to
be transferred to the Trust pursuant to the Master Sale and Servicing Agreement.


 


A-1





















 


2.             Schedule of Receivables.  Annexed as Schedule A hereto is a computer
file which reflects the Receivables that constitute the Receivables to be
conveyed pursuant to this Agreement on the Purchase Date.


 


3.             Conveyance of Receivables.  In consideration of HARC’s delivery to or
upon the order of Seller of the Purchase Price, Seller does hereby sell,
transfer, assign, set over and otherwise convey to HARC, without recourse
(except as expressly provided in the Purchase Agreement), all right, title and
interest of Seller in and to:


 


(i)    each and
every Receivable listed on Schedule A hereto and all monies paid or payable
thereon or in respect thereof on or after the Cutoff Date (including amounts
due on or before the Cutoff Date but received by Seller after such date);


 


(ii)   the
security interests in the related Financed Vehicles granted by Obligors
pursuant to such Receivables and any other interest of Seller in such Financed
Vehicles;


 


(iii)  all rights
of Seller against Dealers pursuant to Dealer Agreements or Dealer Assignments
related to such Receivables;


 


(iv)  any
proceeds and the right to receive proceeds with respect to such Receivables
repurchased by a Dealer pursuant to a Dealer Agreement;


 


(v)   all rights
of Seller under any Service Contracts on the related Financed Vehicles;


 


(vi)  any
proceeds and the right to receive proceeds with respect to the related
Receivables from claims on any physical damage, loss, credit life or disability
insurance policies, if any, covering Financed Vehicles or Obligors, including
rebates of insurance premiums relating to the Receivables and any proceeds from
the liquidation of such Receivables;


 


(vii) all items
contained in the Receivables Files with respect to such Receivables and any and
all other documents that Seller or the Master Servicer keeps on file in
accordance with its customary procedures relating to the related Receivables,
or the related Financed Vehicles or Obligor;


 


(viii)        all
property (including the right to receive future Net Liquidation Proceeds) that
secures each related Receivable and that has been acquired by or on behalf of
HARC pursuant to liquidation of such Receivable;


 


(ix)   all
present and future claims, demands, causes and choses in action in respect of
any or all of the foregoing and all payments on or under and all proceeds of
every kind and nature whatsoever in respect of any or all of the foregoing,
including all proceeds of the conversion, voluntary or involuntary, into cash
or other liquid property, all cash proceeds, accounts, accounts receivable,
notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance
proceeds, condemnation awards, rights to payment of any and every kind and


 


A-2





















 


other forms of obligations and receivables, instruments and other
property which at any time constitute all or part of or are included in the
proceeds of any of the foregoing.


 


4.             Representations and Warranties
of Seller.  As of the Purchase Date,
Seller hereby makes the representations and warranties to HARC that are set
forth in Section 3.1 of the Purchase Agreement with respect to the Conveyance
effected hereby to the same extent as if set forth in full herein.


 


5.             Representations and Warranties
of HARC.  As of the Purchase Date,
HARC hereby makes the representations and warranties to Seller that are set
forth in Section 3.2 of the Purchase Agreement with respect to the Conveyance
effected hereby to the same extent as if set forth in full herein.  In the event of any breach of a
representation and warranty made by HARC hereunder, Seller covenants and agrees
that it will not take any action to pursue any remedy that it may have
hereunder, in law, in equity or otherwise, until a year and a day have passed
since the date on which all Notes and Certificates issued by the Trust have
been paid in full.  Seller and HARC agree
that damages will not be an adequate remedy for such breach and that this
covenant may be specifically enforced by HARC, the related Issuer or by the
related Indenture Trustee on behalf of the related Secured Parties and the
related Owner Trustee on behalf of the related Certificateholders.


 


6.             Conditions Precedent.  The obligation of HARC to acquire the
Receivables hereunder is subject to the satisfaction, on or prior to the
Purchase Date, of the following conditions precedent:


 


(a)           Representations
and Warranties.  Each of the
representations and warranties made by Seller in Section 4 of this Agreement
and in Section 3.1 of the Master Receivables Purchase Agreement shall be true
and correct as of the date of this Agreement and as of the Purchase Date.


 


(b)           Additional
Information.  Seller shall have
delivered to HARC such information as was reasonably requested by HARC to satisfy
itself as to (i) the accuracy of the representations and warranties set forth
in Section 4 of this Agreement and in Section 3.1 of the Purchase Agreement and
(ii) the satisfaction of the conditions set forth in this Section.


 


7.             Ratification of Agreement.  As supplemented by this Agreement, the
Purchase Agreement is in all respects ratified and confirmed and the Purchase
Agreement as so supplemented by this Agreement shall be read, taken and
construed as one and the same instrument.


 


8.             Counterparts.  This Agreement may be executed in two or more
counterparts (and by different parties in separate counterparts), each of which
shall be an original but all of which together shall constitute one and the
same instrument.


 


A-3





















 


9.             Conveyance of the Receivables
and the Other Conveyed Property to the Issuer.  Seller acknowledges that HARC intends,
pursuant to the related Master Sale and Servicing Agreement, to convey the
Receivables and the Other Conveyed Property, together with its rights under
this Agreement, to the related Issuer on the Transfer Date.  The Seller acknowledges and consents to such
conveyance and pledge and waives any further notice thereof and covenants and
agrees that the representations and warranties of the Seller contained in this
Agreement and the rights of HARC hereunder are intended to benefit the related
Issuer, the related Owner Trustee, the related Indenture Trustee, the related
Secured Parties and the related Certificateholders.  In furtherance of the foregoing, the Seller
covenants and agrees to perform its duties and obligations hereunder, in
accordance with the terms hereof for the benefit of the related Issuer, the
related Owner Trustee, the related Indenture Trustee and the related Secured
Parties and that, notwithstanding anything to the contrary in this Agreement,
the Seller shall be directly liable to the related Issuer, the related Owner
Trustee, the related Indenture Trustee and the related Secured Parties
(notwithstanding any failure by the Master Servicer or HARC to perform their
respective duties and obligations hereunder or under any Basic Document) and
that the related Indenture Trustee may enforce the duties and obligations of
Seller under this Agreement against Seller for the benefit of the related
Secured Parties and the related Owner Trustee.


 


10.           GOVERNING LAW.  THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 


A-4





















 


IN WITNESS WHEREOF, Seller and HARC have caused this
Purchase Agreement to be duly executed and delivered by their respective duly
authorized officers as of day and the year first above written.


 


 


	
   

  	
  HOUSEHOLD AUTOMOTIVE FINANCE

  CORPORATION,

  
	
   

  	
  as Seller

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
  Title: 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HOUSEHOLD AUTO RECEIVABLES

  CORPORATION,

  
	
   

  	
  as Purchaser

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
  Title: 

  



 


A-5





















 


SCHEDULE A


 


SCHEDULE OF RELATED MASTER SALE AND SERVICING
AGREEMENTS


 


(1) Master Sale and Servicing Agreement dated as of November 18, 2002,
among Household Finance Corporation, as Master Servicer, Household Automotive
Trust 2002-3, as Issuer, Household Auto Receivables Corporation, as Seller and
U.S. Bank National Association, as Indenture Trustee.


 


(2) Master Sale and Servicing Agreement dated as of May 29, 2003, among
Household Finance Corporation, as Master Servicer, Household Automotive Trust
2003-1, as Issuer, Household Auto Receivables Corporation, as Seller and U.S.
Bank National Association, as Indenture Trustee.


 


(3) Master Sale and Servicing Agreement, dated as of November
26, 2003, among Household Finance Corporation, as Master Servicer, Household
Automotive Trust 2003-2, as Issuer, Household Auto Receivables Corporation, as
Seller and Wells Fargo Bank Minnesota, National Association, as Indenture
Trustee.


 


(4) Master Sale and Servicing Agreement, dated as of
June 22, 2005, among HSBC Finance Corporation (formerly Household Finance
Corporation), as Master Servicer, HSBC Automotive Trust 2005-1, as Issuer, HSBC
Auto Receivables Corporation (formerly Household Auto Receivables Corporation),
as Seller, Wells Fargo Bank, National Association, as Indenture Trustee and
HSBC Bank USA, National Association, as Administrator.


 


(5) Master Sale and Servicing Agreement, dated as of
July 27, 2005, among HSBC Finance Corporation, as Master Servicer, HSBC
Automotive Trust 2005-2, as Issuer, HSBC Auto Receivables Corporation, as
Seller, U.S. Bank National Association, as Indenture Trustee and HSBC Bank USA,
National Association, as Administrator.