Exhibit 4.2


 


EXECUTION
COPY


 


AMENDED AND RESTATED


 


TRUST AGREEMENT


 


 


between


 


 


HOUSEHOLD AUTO RECEIVABLES CORPORATION


 


 


and


 


 


U.S. BANK TRUST NATIONAL ASSOCIATION


Owner Trustee


 


 


Dated as of November 26, 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 November 26, 2003,
between HOUSEHOLD AUTO RECEIVABLES CORPORATION, a Nevada corporation (the
“Depositor”) and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking
association, as Owner Trustee (the “Owner Trustee”), amends and restates in its
entirety that certain Trust Agreement, dated as of November 19, 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 Wells Fargo Bank Minnesota, National 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 300 Delaware Avenue, 8th Floor,
Wilmington Delaware, 12801, Attention: Corporate Trust Services, 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 U.S. Bank Trust National Association, a national banking association, 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 2003-2”, 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 and the State of Illinois.  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 Minnesota.  Payments will be received by the Certificate
Paying Agent on behalf of the Trust in Minnesota and payments will be made by
the Trust from Minnesota.  The Trust
shall not have any employees in any state other than Delaware; provided,
however, that nothing herein shall restrict or prohibit the Owner
Trustee, the Master Servicer or any agent of the Trust from having employees
within or without the State of Delaware. 
The 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;


 


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(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;


 


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(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.  Any transfer of a
Certificate (whether in certificated or uncertificated form) shall satisfy each
of the transfer restrictions and other requirements set forth in the form of
Certificate attached hereto as Exhibit A.


 


(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.


 


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(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 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


 


12

















 


originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.


 


Section 3.6.            Persons
Deemed Certificateholders.  Every
Person by virtue of becoming a Certificateholder in accordance with this
Agreement and the rules and regulations of the Certificate Registrar shall be
deemed to be bound by the terms of this Agreement.  Prior to due presentation of a Certificate for registration of
transfer, the Owner Trustee 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


 


13

















 


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 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);


 


14

















 


(b)           the
amendment of the Indenture by a supplemental indenture in circumstances where
the consent of any Noteholder is required;


 


(c)           the
amendment of the Indenture by a supplemental indenture in circumstances where
the consent of any Noteholder is not required and such amendment materially
adversely affects the interest of the Certificateholders;


 


(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.


 


15

















 


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 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.


 


16

















 


(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 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
national banking association, duly organized and validly existing under the
laws of the United States.  It has all
requisite power and authority to execute, deliver and perform its obligations
under this Agreement.


 


(b)           It has
taken all actions 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, with
a copy to U.S. Bank Corporate Trust Services, 400 North Michigan Avenue, 2nd
Floor, Chicago, Illinois 60611, Telecopier # (302) 836-6701; 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


 


32

















 


and obligations under any
Series Support) upon delivery of a written notice to the Owner Trustee.


 


Section 11.8.          Covenants
of the Depositor.  The Depositor
will not at any time institute against the Trust any bankruptcy proceedings
under any United States federal or state bankruptcy or similar law in
connection with any obligations relating to the Certificates, the Notes, this
Agreement or any of the Basic Documents.


 


Section 11.9.          No
Petition.  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.


 


33

















 


Section 11.14.        Third-Party
Beneficiary.  The parties hereto
agree that the Insurer is a third-party beneficiary hereof.


 


34

















 


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.


 


 


	
   

  	
  U.S. BANK TRUST
  NATIONAL

  ASSOCIATION,

  	
   

  
	
   

  	
    as
  Owner Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia M.
  Child

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Patricia M.
  Child

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  WELLS FARGO BANK
  MINNESOTA, NATIONAL ASSOCIATION,

  	
   

  
	
  not in its individual capacity

  	
   

  
	
  but solely as Certificate Paying Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Joe Nardi

  	
   

  	
   

  
	
   

  	
  Name:  Joe Nardi

  	
   

  
	
   

  	
  Title:  Vice President

  	
   

  



 


[Signature Page for Amended and Restated Trust Agreement]


 

















 


EXHIBIT
A


 


[FORM OF CERTIFICATE]


 


NUMBER


 


HOUSEHOLD AUTOMOTIVE TRUST 2003-2

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 2003-2 (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 2003-2 (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.


 


U.S. BANK TRUST NATIONAL
ASSOCIATION,


not in its individual


capacity but solely as


Owner Trustee


 


by                                                                                                                                                                             Authenticating
Agent


by


 


Household Automotive
Trust 2003-2 (the “Trust”), was created pursuant to a Trust Agreement, dated as
of November 19, 2003 (the “Agreement”), between the Depositor and U.S.
Bank Trust National Association, as owner trustee (the “Owner Trustee”), as
amended and restated as of November 26, 2003 and as supplemented by a
Series Supplement dated as of November 26, 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
2003-2 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 November 26, 2003 (the
“Indenture”), among the Trust, Household Finance Corporation, as Master
Servicer and Wells Fargo Bank Minnesota, 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 January 19, 2004, 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

  	
   

  
	
   

  	
  2003-2

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  U.S.
  BANK TRUST NATIONAL

  ASSOCIATION,

  	
   

  
	
   

  	
  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 2003-2


 


THIS Certificate of Trust
of Household Automotive Trust 2003-2 (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 2003-2.


 


2.             Delaware
Trustee.  The name and business
address of the trustee of the Trust in the State of Delaware are U.S. Bank
Trust National Association, 300 Delaware Avenue, 8th Floor, Wilmington,
Delaware 19801.


 


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.


 


	
   

  	
  U.S. BANK TRUST
  NATIONAL

  ASSOCIATION,

  
	
   

  	
  not in its
  individual capacity but solely as

  Owner Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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