Common use of Master Servicer to Maintain Perfection and Priority Clause in Contracts

Master Servicer to Maintain Perfection and Priority. The Issuer shall cause the Master Servicer, in order to evidence the interests of the Depositor, the Issuer and the Indenture Trustee under the Sale and Servicing Agreement, to take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee's security interest in the Home Equity Loans. The Issuer shall cause the Master Servicer to, from time to time and within the time limits established by law, prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Master Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee's security interest in the Home Equity Loans as a first-priority interest (each a "Filing"). The Issuer shall cause the Master Servicer to present each such Filing to the Indenture Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Trust pursuant to Section 2.01 of the Sale and Servicing Agreement and the grant of the security interest to the Indenture Trustee pursuant to this Indenture, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Indenture Trustee's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Indenture Trustee shall promptly authorize in writing the Master Servicer to, and the Issuer shall cause the Master Servicer to, effect such Filing under the Uniform Commercial Code without the signature of the Depositor or the Trust or the Indenture Trustee where allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Master Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Indenture Trustee. SCHEDULE B HOME EQUITY LOAN SCHEDULE [On file with the Indenture Trustee] EXHIBIT A FORM OF CLASS A NOTES AND CLASS M NOTES UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

Master Servicer to Maintain Perfection and Priority. The Issuer shall cause the Master Servicer, in order to evidence the interests of the Depositor, the Issuer Issuer, the Insurer and the Indenture Trustee under the Sale and Servicing Agreement, to take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee's security interest in the Home Equity Loans. The Issuer shall cause the Master Servicer to, from time to time and within the time limits established by law, prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Master Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee's security interest in the Home Equity Loans as a first-priority interest (each a "Filing"). The Issuer shall cause the Master Servicer to present each such Filing to the Indenture Trustee and the Insurer together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Trust pursuant to Section 2.01 of the Sale and Servicing Agreement and the grant of the security interest to the Indenture Trustee pursuant to this Indenture, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Indenture Trustee's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Indenture Trustee shall promptly authorize in writing the Master Servicer to, and the Issuer shall cause the Master Servicer to, effect such Filing under the Uniform Commercial Code without the signature of the Depositor or the Trust or the Indenture Trustee where allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Master Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Indenture Trustee. SCHEDULE B HOME EQUITY LOAN SCHEDULE [On file with the Indenture TrusteeON FILE WITH SIDLEY AUSTIN BROWN & WOOD LLP] EXHIBIT A FORM OF CLASS A NOTES AND CLASS M NOTES NOTE UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.. No. CUSIP NO. 441917 AS 0

Master Servicer to Maintain Perfection and Priority. The Issuer shall cause the Master ServicerServicer covenants that, in order to evidence the interests of the Depositor, the Issuer Trust and the Indenture Trustee under the Sale and Servicing this Agreement, to the Master Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee's security interest in the Home Equity Loans. The Issuer shall cause the Master Servicer toshall, from time to time and within the time limits established by law, prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Master Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee's security interest in the Home Equity Loans as a first-priority interest (each a "Filing"). The Issuer shall cause the Master Servicer to shall present each such Filing to the Indenture Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Trust pursuant to Section 2.01 of the Sale and Servicing this Agreement and the grant of the security interest to the Indenture Trustee pursuant to this the Indenture, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Indenture Trustee's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Indenture Trustee shall promptly authorize in writing the Master Servicer to, and the Issuer shall cause the Master Servicer toshall, effect such Filing under the Uniform Commercial Code without the signature of the Depositor or the Trust or the Indenture Trustee where allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Master Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Indenture Trustee. SCHEDULE B HOME EQUITY LOAN SCHEDULE [On file with the Indenture Trustee] EXHIBIT A FORM OF CLASS A NOTES AND CLASS M NOTES UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY2 ---------- SELLERS Beneficial California Inc. Beneficial Consumer Discount Company Beneficial Delaware Inc. Beneficial Florida Inc. Beneficial Hawaii Inc. Beneficial Homeowner Service Corporation Beneficial Indiana Inc. Beneficial Iowa Inc. Beneficial Kentucky Inc. Beneficial Loan & Thrift Co. Beneficial Maine Inc. Beneficial Massachusetts Inc. Beneficial Michigan Inc. Beneficial Montana Inc. Beneficial Mortgage Co. of Arizona Beneficial Mortgage Co. of Colorado Beneficial Mortgage Co. of Connecticut Beneficial Mortgage Co. of Georgia Beneficial Mortgage Co. of Idaho Beneficial Mortgage Co. of Kansas, A NEW YORK CORPORATION ("DTC")Inc. Beneficial Mortgage Co. of Louisiana Beneficial Mortgage Co. of Maryland Beneficial Mortgage Co. of Missouri, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.Inc. Beneficial Mortgage Co. of Nevada Beneficial Mortgage Co. of New Hampshire Beneficial Mortgage Co. of North Carolina Beneficial Mortgage Co. of Rhode Island Beneficial Mortgage Co. of South Carolina Beneficial Mortgage Co. of Utah Beneficial Mortgage Co. of Virginia Beneficial Mortgage Corporation Beneficial Nebraska Inc. Beneficial New Jersey Inc. Beneficial New Mexico Inc. Beneficial Ohio Inc. Beneficial Oklahoma Inc. Beneficial Oregon Inc. Beneficial South Dakota Inc. Beneficial Tennessee Inc. Beneficial Texas Inc. Beneficial Washington Inc.

Master Servicer to Maintain Perfection and Priority. The Issuer shall cause the Master ServicerServicer covenants that, in order to evidence the interests of the Depositor, the Issuer Trust and the Indenture Trustee under the Sale and Servicing this Agreement, to the Master Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee's security interest in the Home Equity Mortgage Loans. The Issuer shall cause the Master Servicer toshall, from time to time and within the time limits established by law, prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Master Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee's security interest in the Home Equity Mortgage Loans as a first-priority interest (each a "Filing"). The Issuer shall cause the Master Servicer to shall present each such Filing to the Indenture Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Trust pursuant to Section 2.01 of the Sale and Servicing this Agreement and the grant of the security interest to the Indenture Trustee pursuant to this the Indenture, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Indenture Trustee's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Indenture Trustee shall promptly authorize in writing the Master Servicer to, and the Issuer shall cause the Master Servicer to, effect such Filing under the Uniform Commercial Code without the signature of the Depositor or the Trust or the Indenture Trustee where allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Master Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Indenture Trustee. SCHEDULE B HOME EQUITY LOAN SCHEDULE [On file with the Indenture Trustee] EXHIBIT A FORM OF CLASS A NOTES AND CLASS M NOTES UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.the

Master Servicer to Maintain Perfection and Priority. The Issuer shall cause the Master ServicerServicer covenants that, in order to evidence the interests of the Depositor, the Issuer Trust and the Indenture Trustee under the Sale and Servicing this Agreement, to the Master Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee's security interest in the Home Equity Mortgage Loans. The Issuer shall cause the Master Servicer toshall, from time to time and within the time limits established by law, prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Master Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee's security interest in the Home Equity 1-3 Mortgage Loans as a first-priority interest (each a "Filing"). The Issuer shall cause the Master Servicer to shall present each such Filing to the Indenture Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Trust pursuant to Section 2.01 of the Sale and Servicing this Agreement and the grant of the security interest to the Indenture Trustee pursuant to this the Indenture, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Indenture Trustee's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Indenture Trustee shall promptly authorize in writing the Master Servicer to, and the Issuer shall cause the Master Servicer toshall, effect such Filing under the Uniform Commercial Code without the signature of the Depositor or the Trust or the Indenture Trustee where allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Master Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Indenture Trustee. SCHEDULE B HOME EQUITY EXHIBIT A MORTGAGE LOAN SCHEDULE A-1 EXHIBIT B [On file with the Indenture TrusteeRESERVED] B-1 EXHIBIT A C [RESERVED] C-1 EXHIBIT D FORM OF CLASS A NOTES AND NOTE [Attached as Exhibit A to Indenture] EXHIBIT E FORM OF CLASS M NOTES UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION [Attached as Exhibit B to Indenture] EXHIBIT F AUCTION PROCEDURES The following sets forth the auction procedures to be followed in connection with the Sale and Servicing Agreement (the "DTCAgreement"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFERdated as of July 3, EXCHANGE OR PAYMENT2002 and the Indenture (the "Indenture") dated as of July 3, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO2002. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & COCapitalized terms used herein that are not otherwise defined shall have the meanings described thereto in the Agreement and the Indenture., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

Master Servicer to Maintain Perfection and Priority. The Issuer shall cause the Master Servicer, in order to evidence the interests of the Depositor, the Issuer Issuer, the Insurer and the Indenture Trustee under the Sale and Servicing Agreement, to take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee's security interest in the Home Equity Loans. The Issuer shall cause the Master Servicer to, from time to time and within the time limits established by law, prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Master Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee's security interest in the Home Equity Loans as a first-priority interest (each a "Filing"). The Issuer shall cause the Master Servicer to present each such Filing to the Indenture Trustee and the Insurer together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Trust pursuant to Section 2.01 of the Sale and Servicing Agreement and the grant of the security interest to the Indenture Trustee pursuant to this Indenture, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Indenture Trustee's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Indenture Trustee shall promptly authorize in writing the Master Servicer to, and the Issuer shall cause the Master Servicer to, effect such Filing under the Uniform Commercial Code without the signature of the Depositor or the Trust or the Indenture Trustee where allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Master Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Indenture Trustee. SCHEDULE B HOME EQUITY LOAN SCHEDULE [On file with the Indenture Trustee] EXHIBIT A FORM OF CLASS A NOTES AND CLASS M NOTES NOTE UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. No. CUSIP NO. 441917 AT 8 Aggregate Note Principal Amount: Denomination of this Note: $977,470,000 $ HOUSEHOLD HOME EQUITY LOAN TRUST 2002-3 CLOSED-END HOME EQUITY LOAN ASSET BACKED NOTES, SERIES 2002-3 HOUSEHOLD HOME EQUITY LOAN TRUST 2002-3, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Trust"), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of $____________ payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial Note Principal Amount of this Note and the denominator of which is the Note Principal Amount of all Notes by (ii) the aggregate amount, if any, payable from the Collection Account in respect of principal on the Note pursuant to Section 5.01 of the Sale and Servicing Agreement dated August 29, 2002 (the "Sale and Servicing Agreement"), among the Trust, HFC Revolving Corporation, as Depositor (the "Depositor"), Household Finance Corporation, as Master Servicer ("HFC"), and Bank One, National Association, a national banking association, as Indenture Trustee (the "Indenture Trustee"); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earliest to occur of (i) the Payment Date occurring in July 2032 (the "Final Scheduled Payment Date"), (ii) the Redemption Date or (iii) the date on which an Event of Default under the Indenture dated August 29, 2002, between the Trust and the Indenture Trustee shall have occurred and be continuing, if the Indenture Trustee or the Holders of Notes representing not less than 66-2/3% of the Outstanding Amount of the Notes with the consent of the Insurer (so long as no Insurer Default has occurred and is continuing) have declared the Notes to be immediately due and payable in the manner provided in Section 5.2 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. The Trust will pay interest on this Note at the rate per annum described in the Sale and Servicing Agreement with respect to the Note on the Note Principal Amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date) on each Payment Date until the principal of this Note is paid or made available for payment in full. Interest on this Note will accrue for each Payment Date during the period from and including the preceding Payment Date to the day immediately preceding such Payment Date (or, in the case of the first Payment Date, the period from and including the Closing Date to the day immediately preceding the first Payment Date) (each, an "Accrual Period"). Interest will be computed on the basis of the actual number of days in each Accrual Period and a 360-day year. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Trust with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

Master Servicer to Maintain Perfection and Priority. The Issuer shall cause the Master ServicerServicer covenants that, in order to evidence the interests of the Depositor, the Issuer Trust and the Indenture Trustee under the Sale and Servicing this Agreement, to the Master Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee's security interest in the Home Equity Loans. The Issuer shall cause the Master Servicer toshall, from time to time and within the time limits established by law, prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Master Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee's security interest in the Home Equity Loans as a first-priority interest (each a "Filing"). The Issuer shall cause the Master Servicer to shall present each such Filing to the Indenture Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Trust pursuant to Section 2.01 of the Sale and Servicing this Agreement and the grant of the security interest to the Indenture Trustee pursuant to this the Indenture, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Indenture Trustee's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Indenture Trustee shall promptly authorize in writing the Master Servicer to, and the Issuer shall cause the Master Servicer toshall, effect such Filing under the Uniform Commercial Code without the signature of the Depositor or the Trust or the Indenture Trustee where allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Master Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Indenture Trustee. SCHEDULE B HOME EQUITY LOAN SCHEDULE [On file with the Indenture Trustee] EXHIBIT A FORM OF CLASS A NOTES AND CLASS M NOTES UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY2 SELLERS Beneficial California Inc. Beneficial Consumer Discount Company Beneficial Delaware Inc. Beneficial Florida Inc. Beneficial Hawaii Inc. Beneficial Homeowner Service Corporation Beneficial Illinois Inc. Beneficial Indiana Inc. Beneficial Iowa Inc. Beneficial Kentucky Inc. Beneficial Loan & Thrift Co. Beneficial Maine Inc. Beneficial Massachusetts Inc. Beneficial Michigan Inc. Beneficial Montana Inc. Beneficial Mortgage Co. of Arizona Beneficial Mortgage Co. of Colorado Beneficial Mortgage Co. of Connecticut Beneficial Mortgage Co. of Georgia Beneficial Mortgage Co. of Idaho Beneficial Mortgage Co. of Kansas, A NEW YORK CORPORATION ("DTC")Inc. Beneficial Mortgage Co. of Louisiana Beneficial Mortgage Co. of Maryland Beneficial Mortgage Co. of Missouri, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFERInc. Beneficial Mortgage Co. of Nevada Beneficial Mortgage Co. of New Hampshire Beneficial Mortgage Co. of Rhode Island Beneficial Mortgage Co. of South Carolina Beneficial Mortgage Co. of Utah Beneficial Mortgage Co. of Virginia Beneficial Mortgage Corporation Beneficial Nebraska Inc. Beneficial New Jersey Inc. Beneficial New Mexico Inc. Beneficial Ohio Inc. Beneficial Oklahoma Inc. Beneficial Oregon Inc. Beneficial South Dakota Inc. Beneficial Tennessee, EXCHANGE OR PAYMENTInc. Beneficial Washington Inc. Beneficial West Virginia, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.Inc. Beneficial Wisconsin Inc. Beneficial Wyoming Inc. 2-1 Household Finance Consumer Discount Company Household Finance Corporation II

Master Servicer to Maintain Perfection and Priority. The Issuer shall cause the Master Servicer, in order to evidence the interests of the Depositor, the Issuer and the Indenture Trustee under the Sale and Servicing Agreement, to take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee's ’s security interest in the Home Equity Mortgage Loans. The Issuer shall cause the Master Servicer to, from time to time and within the time limits established by law, prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Master Servicer Service to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee's ’s security interest in the Home Equity Mortgage Loans as a first-priority interest (each a "“Filing"”). The Issuer shall cause the Master Servicer to present each such Filing to the Indenture Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Trust pursuant to Section 2.01 of the Sale and Servicing Agreement and the grant of the security interest to the Indenture Trustee pursuant to this Indenture, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Indenture Trustee's ’s signature. Upon receipt of such Opinion of Counsel and form of authorization, the Indenture Trustee shall promptly authorize in writing the Master Servicer to, and the Issuer shall cause the Master Servicer to, effect such Filing under the Uniform Commercial Code without the signature of the Depositor or the Trust or the Indenture Trustee where allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Master Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Indenture Trustee. SCHEDULE B HOME EQUITY LOAN SCHEDULE [On file with the Indenture Trustee] EXHIBIT A FORM OF CLASS A NOTES AND CLASS M NOTES UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("“DTC"”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. No. CUSIP NO. Aggregate Class Note Principal Amount: Denomination of this Class A Note: $ $ HOUSEHOLD MORTGAGE LOAN TRUST 2003-HC1, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Trust”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of $ payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A Note and the denominator of which is the aggregate principal amount of all Class A Notes by (ii) the aggregate amount, if any, payable from the Collection Account in respect of principal on the Class A Note pursuant to Section 5.01 of the Sale and Servicing Agreement dated as of July 2, 2003 (the “Sale and Servicing Agreement”), among the Trust, Household Mortgage Funding Corporation III, as Depositor (the “Depositor”), Household Finance Corporation, as Master Servicer (“HFC”), and JPMorgan Chase Bank, a banking corporation organized under the laws of the State of New York, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earliest to occur of (i) the Payment Date occurring in February 2033 (the “Final Maturity Date”), (ii) the Redemption Date or (iii) the date on which an Event of Default under the Indenture dated as of July 2, 2003, between the Trust and the Indenture Trustee shall have occurred and be continuing, if the Indenture Trustee or the Holders of Notes representing not less than a 66 2/3% of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.2 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. The Trust will pay interest on this Note at the rate per annum described in the Sale and Servicing Agreement with respect to the Class A Note on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date) on each Payment Date until the principal of this Note is paid or made available for payment in full. Interest on this Note will accrue for each Payment Date during the period from and including the preceding Payment Date to the day immediately preceding such Payment Date (or, in the case of the first Payment Date, the period from and including the Closing Date to the day immediately preceding the First Payment Date) (each, an “Accrual Period”). Interest will be computed on the basis of the actual number of days in each Accrual Period and a 360-day year. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Trust with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

Master Servicer to Maintain Perfection and Priority. The Issuer shall cause the Master ServicerServicer covenants that, in order to evidence the interests of the DepositorDepositor and the Trustee under this Agreement, the Issuer and the Indenture Trustee under the Sale and Servicing Agreement, to Master Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee's security interest in the Home Equity Loans. The Issuer shall cause the Master Servicer toshall, from time to time and within the time limits established by law, prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Master Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee's security interest in the Home Equity Loans as a first-priority interest (each a "Filing"). The Issuer shall cause the Master Servicer to shall present each such Filing to the Indenture Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Trust Trustee pursuant to Section 2.01 of the Sale and Servicing Agreement and the grant of the security interest to the Indenture Trustee pursuant to this IndentureAgreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Indenture Trustee's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Indenture Trustee shall promptly authorize in writing the Master Servicer to, and the Issuer shall cause the Master Servicer toshall, effect such Filing under the Uniform Commercial Code without the signature of the Depositor or the Trust or the Indenture Trustee where allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Master Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Indenture Trustee. SCHEDULE B HOME EQUITY LOAN SCHEDULE [On file with the Indenture Trustee] EXHIBIT A FORM OF CLASS A NOTES AND CLASS M NOTES CERTIFICATE UNLESS THIS NOTE CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE EXCHANGE, OR PAYMENT, PAYMENT AND ANY NOTE CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL ACCEPTANCE OF THIS NOTE IS PAYABLE IN INSTALLMENTS CERTIFICATE CONSTITUTES AN AGREEMENT BY THE CERTIFICATEHOLDER TO TREAT SUCH CERTIFICATE AS SET FORTH HEREIN. ACCORDINGLYINDEBTEDNESS FOR FEDERAL, THE OUTSTANDING PRINCIPAL AMOUNT STATE AND LOCAL INCOME OR FRANCHISE TAX PURPOSES (OR ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME), AND TO TAKE NO ACTION INCONSISTENT WITH SUCH TREATMENT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOFCERTIFICATE. Certificate No. : Cut-Off Date : March 3, 2002 First Distribution Date : April 22, 2002 Final Scheduled Distribution Date : December 22, 2031 Original Class Certificate Balance of this Certificate ("Denomination") : $ Original Certificate Principal Balance of this Class : $ Pass-Through Rate : LIBOR + [___]%(1) CUSIP : Class : A (1) Subject to the Available Funds Cap. HOUSEHOLD HOME EQUITY LOAN TRUST 2002-1 Closed-End Home Equity Loan Asset-Backed Certificates, Series 2002-1 Class A evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class with respect to a Trust consisting of closed-end fixed- or declining-rate home equity loans (the "Home Equity Loans"). HFC Revolving Corporation, as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class A Certificate at any time may be less than the Original Class Certificate Principal Balance set forth on the face hereof, as described herein. This Class A Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Sellers, the Master Servicer, or the Trustee referred to below or any of their respective affiliates. Neither this Class A Certificate nor the Home Equity Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Class A Certificate (obtained by dividing the principal denomination of this Class A Certificate by the aggregate of the principal denominations of all Certificates of this Class) in certain monthly distributions with respect to a Trust consisting primarily of the Home Equity Loans deposited by HFC Revolving Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of March 15, 2002 (the "Agreement") among the Depositor, Household Finance Corporation, as Master Servicer (the "Master Servicer") and Bank One, National Association, as Trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class A Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Certificateholder of this Class A Certificate by virtue of the acceptance hereof assents and by which such Certificateholder is bound. Reference is hereby made to the further provisions of this Class A Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Class A Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.

Master Servicer to Maintain Perfection and Priority. The Issuer shall cause the Master ServicerServicer covenants that, in order to evidence the interests of the Depositor, the Issuer Trust and the Indenture Trustee under the Sale and Servicing this Agreement, to the Master Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee's security interest in the Home Equity Loans. The Issuer shall cause the Master Servicer toshall, from time to time and within the time limits established by law, prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Master Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee's security interest in the Home Equity Loans as a first-priority interest (each a "Filing"). The Issuer shall cause the Master Servicer to shall present each such Filing to the Indenture Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Trust pursuant to Section 2.01 of the Sale and Servicing this Agreement and the grant of the security interest to the Indenture Trustee pursuant to this the Indenture, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Indenture Trustee's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Indenture Trustee shall promptly authorize in writing the Master Servicer to, and the Issuer shall cause the Master Servicer toshall, effect such Filing under the Uniform Commercial Code without the signature of the Depositor or the Trust or the Indenture Trustee where allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Master Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Indenture Trustee. SCHEDULE B HOME EQUITY LOAN SCHEDULE [On file with the Indenture Trustee] EXHIBIT A FORM OF CLASS A NOTES AND CLASS M NOTES UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY2 ---------- SELLERS Beneficial California Inc. Beneficial Consumer Discount Company Beneficial Delaware Inc. Beneficial Florida Inc. Beneficial Hawaii Inc. Beneficial Homeowner Service Corporation Beneficial Illinois Inc. Beneficial Indiana Inc. Beneficial Iowa Inc. Beneficial Kentucky Inc. Beneficial Maine Inc. Beneficial Massachusetts Inc. Beneficial Michigan Inc. Beneficial Montana Inc. Beneficial Mortgage Co. of Kansas, A NEW YORK CORPORATION ("DTC")Inc. Beneficial Mortgage Co. of Louisiana Beneficial Mortgage Co. of Maryland Beneficial Mortgage Co. of Missouri, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFERInc. Beneficial Mortgage Co. of Nevada Beneficial Mortgage Co. of New Hampshire Beneficial Mortgage Co. of North Carolina Beneficial Mortgage Co. of Rhode Island Beneficial Mortgage Co. of South Carolina Beneficial Mortgage Co. of Utah Beneficial Mortgage Co. of Virginia Beneficial Mortgage Co. of Arizona Beneficial Mortgage Co. of Colorado Beneficial Mortgage Co. of Connecticut Beneficial Mortgage Co. of Georgia Beneficial Mortgage Co. of Idaho Beneficial Nebraska Inc. Beneficial New Jersey Inc. Beneficial New Mexico Inc. Beneficial Ohio Inc. Beneficial Oklahoma Inc. Beneficial Oregon Inc. Beneficial South Dakota Inc. Beneficial Tennessee Inc. Beneficial Texas Inc. Beneficial West Virginia, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.Inc. Beneficial Wisconsin Inc. Beneficial Wyoming Inc. Household Finance Consumer Discount Company

Master Servicer to Maintain Perfection and Priority. The Issuer shall cause the Master Servicer, in order to evidence the interests of the Depositor, the Issuer and the Indenture Trustee under the Sale and Servicing Agreement, to take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee's security interest in the Home Equity Mortgage Loans. The Issuer shall cause the Master Servicer to, from time to time and within the time limits established by law, prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Master Servicer Service to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee's security interest in the Home Equity Mortgage Loans as a first-priority interest (each a "Filing"). The Issuer shall cause the Master Servicer to present each such Filing to the Indenture Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Trust pursuant to Section 2.01 of the Sale and Servicing Agreement and the grant of the security interest to the Indenture Trustee pursuant to this Indenture, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Indenture Trustee's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Indenture Trustee shall promptly authorize in writing the Master Servicer to, and the Issuer shall cause the Master Servicer to, effect such Filing under the Uniform Commercial Code without the signature of the Depositor or the Trust or the Indenture Trustee where allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Master Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Indenture Trustee. SCHEDULE B HOME EQUITY A MORTGAGE LOAN SCHEDULE [On file with the Indenture Trustee] EXHIBIT A FORM OF CLASS A NOTES AND CLASS M NOTES UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. No. CUSIP NO.

Master Servicer to Maintain Perfection and Priority. The Issuer shall cause the Master ServicerServicer covenants that, in order to evidence the interests of the Depositor, the Issuer Trust and the Indenture Trustee under the Sale and Servicing this Agreement, to the Master Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee's ’s security interest in the Home Equity Mortgage Loans. The Issuer shall cause the Master Servicer toshall, from time to time and within the time limits established by law, prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Master Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee's ’s security interest in the Home Equity Mortgage Loans as a first-priority interest (each a "“Filing"”). The Issuer shall cause the Master Servicer to shall present each such Filing to the Indenture Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Trust pursuant to Section 2.01 of the Sale and Servicing this Agreement and the grant of the security interest to the Indenture Trustee pursuant to this the Indenture, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Indenture Trustee's ’s signature. Upon receipt of such Opinion of Counsel and form of authorization, the Indenture Trustee shall promptly authorize in writing the Master Servicer to, and the Issuer shall cause the Master Servicer toshall, effect such Filing under the Uniform Commercial Code without the signature of the Depositor or the Trust or the Indenture Trustee where allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Master Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Indenture Trustee. SCHEDULE B HOME EQUITY LOAN SCHEDULE [On file 30th 5.875 % 31st 6.271 % 32nd 6.667 % 33rd 7.063 % 34th 7.458 % 35th 7.854 % 36th 8.250 % 37th 8.646 % 38th 9.042 % 39th 9.438 % 40th 9.833 % 41st 10.229 % 42nd 10.625 % 43rd 11.021 % 44th 11.417 % 45th 11.813 % 46th 12.208 % 47th 12.604 % 48th 13.000 % 49th 13.313 % 50th 13.625 % 51st 13.938 % 52nd 14.250 % 53rd 14.563 % 54th 14.875 % 55th 15.188 % 56th 15.500 % 57th 15.813 % 58th 16.125 % 59th 16.438 % 60th 16.750 % 61st 16.917 % 62nd 17.083 % 63rd 17.250 % 64th 17.417 % 65th 17.583 % 66th 17.750 % 67th 17.917 % 68th 18.083 % 69th 18.250 % 70th 18.417 % 71st 18.583 % 72nd 18.750 % 73rd 18.771 % 74th 18.792 % 75th 18.813 % 76th 18.833 % 77th 18.854 % 78th 18.875 % 79th 18.896 % 80th 18.917 % 81st 18.938 % 82nd 18.958 % 83rd 18.979 % 84th and thereafter 19.000 % The following sets forth the auction procedures to be followed in connection with the Indenture Trustee] EXHIBIT A FORM OF CLASS A NOTES AND CLASS M NOTES UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION Sale and Servicing Agreement ("DTC"the “Agreement”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFERdated as of July 2, EXCHANGE OR PAYMENT2003 and the Indenture (the “Indenture”) dated as of July 2, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO2003. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & COCapitalized terms used herein that are not otherwise defined shall have the meanings described thereto in the Agreement and the Indenture., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

Master Servicer to Maintain Perfection and Priority. The Issuer shall cause the Master Servicer, in order to evidence the interests of the Depositor, the Issuer Issuer, the Insurer and the Indenture Trustee under the Sale and Servicing Agreement, to take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee's security interest in the Home Equity Loans. The Issuer shall cause the Master Servicer to, from time to time and within the time limits established by law, prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Master Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee's security interest in the Home Equity Loans as a first-priority interest (each a "Filing"). The Issuer shall cause the Master Servicer to present each such Filing to the Indenture Trustee and the Insurer together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Trust pursuant to Section 2.01 of the Sale and Servicing Agreement and the grant of the security interest to the Indenture Trustee pursuant to this Indenture, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Indenture Trustee's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Indenture Trustee shall promptly authorize in writing the Master Servicer to, and the Issuer shall cause the Master Servicer to, effect such Filing under the Uniform Commercial Code without the signature of the Depositor or the Trust or the Indenture Trustee where allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Master Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Indenture Trustee. SCHEDULE B HOME EQUITY LOAN SCHEDULE [On file with the Indenture TrusteeSidley Austin Brown & Wood LLP] EXHIBIT A FORM OF CLASS A NOTES AND CLASS M NOTES NOTE UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.. No. CUSIP NO. 441917 AU5

Master Servicer to Maintain Perfection and Priority. The Issuer shall cause the Master ServicerServicer covenants that, in order to evidence the interests of the DepositorDepositor and the Trustee under this Agreement, the Issuer and the Indenture Trustee under the Sale and Servicing Agreement, to Master Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee's security interest in the Home Equity Mortgage Loans. The Issuer shall cause the Master Servicer toshall, from time to time and within the time limits established by law, prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Master Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee's security interest in the Home Equity Mortgage Loans as a first-priority interest (each a "Filing"). The Issuer shall cause the Master Servicer to shall present each such Filing to the Indenture Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Trust Trustee pursuant to Section 2.01 of the Sale and Servicing Agreement and the grant of the security interest to the Indenture Trustee pursuant to this IndentureAgreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Indenture Trustee's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Indenture Trustee shall promptly authorize in writing the Master Servicer to, and the Issuer shall cause the Master Servicer toshall, effect such Filing under the Uniform Commercial Code without the signature of the Depositor or the Trust or the Indenture Trustee where allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Master Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Indenture Trustee. SCHEDULE B HOME EQUITY LOAN SCHEDULE [On file with the Indenture Trustee] EXHIBIT A FORM OF CLASS A NOTES AND CLASS M NOTES CERTIFICATE UNLESS THIS NOTE CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE EXCHANGE, OR PAYMENT, PAYMENT AND ANY NOTE CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL ACCEPTANCE OF THIS NOTE IS PAYABLE IN INSTALLMENTS CERTIFICATE CONSTITUTES AN AGREEMENT BY THE CERTIFICATEHOLDER TO TREAT SUCH CERTIFICATE AS SET FORTH HEREIN. ACCORDINGLYINDEBTEDNESS FOR FEDERAL, THE OUTSTANDING PRINCIPAL AMOUNT STATE AND LOCAL INCOME OR FRANCHISE TAX PURPOSES (OR ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME), AND TO TAKE NO ACTION INCONSISTENT WITH SUCH TREATMENT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOFCERTIFICATE. Certificate No. : Cut-Off Date : [ ], 200[] First Distribution Date : [ ], 200[] Final Scheduled Distribution Date : [ ], 200[] Original Class Certificate Balance of this Certificate("Denomination") : $ Original Certificate Principal Balance of this Class : $ Pass-Through Rate : [___]%(1) CUSIP : A Class : ---------- (1) Subject to the Available Funds Cap. HOUSEHOLD MORTGAGE LOAN TRUST 200[ ]-[ ] [ ] Mortgage Loan Asset-Backed Certificates, Series 200[ ]-[ ] Class A evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class with respect to a Trust consisting of [ ] fixed- or declining-rate mortgage loans (the "Mortgage Loans"). Household Mortgage Funding Corporation III, as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class A Certificate at any time may be less than the Original Class Certificate Principal Balance set forth on the face hereof, as described herein. This Class A Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Sellers, the Master Servicer, or the Trustee referred to below or any of their respective affiliates. Neither this Class A Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Class A Certificate (obtained by dividing the principal denomination of this Class A Certificate by the aggregate of the principal denominations of all Certificates of this Class) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Household Mortgage Funding Corporation III (the "Depositor"). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of [ ], 200[ ] (the "Agreement") among the Depositor, Household Finance Corporation, as Master Servicer (the "Master Servicer") and [ ], as Trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class A Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Certificateholder of this Class A Certificate by virtue of the acceptance hereof assents and by which such Certificateholder is bound. Reference is hereby made to the further provisions of this Class A Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Class A Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.

Master Servicer to Maintain Perfection and Priority. The Issuer shall cause the Master ServicerServicer covenants that, in order to evidence the interests of the DepositorDepositor and the Trustee under this Agreement, the Issuer and the Indenture Trustee under the Sale and Servicing Agreement, to Master Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee's security interest in the Home Equity Loans. The Issuer shall cause the Master Servicer toshall, from time to time and within the time limits established by law, prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Master Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee's security interest in the Home Equity Loans as a first-priority interest (each a "Filing"). The Issuer shall cause the Master Servicer to shall present each such Filing to the Indenture Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Trust Trustee pursuant to Section 2.01 of the Sale and Servicing Agreement and the grant of the security interest to the Indenture Trustee pursuant to this IndentureAgreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Indenture Trustee's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Indenture Trustee shall promptly authorize in writing the Master Servicer to, and the Issuer shall cause the Master Servicer toshall, effect such Filing under the Uniform Commercial Code without the signature of the Depositor or the Trust or the Indenture Trustee where allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Master Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Indenture Trustee. SCHEDULE B HOME EQUITY LOAN SCHEDULE [On file with the Indenture Trustee] EXHIBIT A FORM OF CLASS A NOTES AND CLASS M NOTES CERTIFICATE UNLESS THIS NOTE CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE EXCHANGE, OR PAYMENT, PAYMENT AND ANY NOTE CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL ACCEPTANCE OF THIS NOTE IS PAYABLE IN INSTALLMENTS CERTIFICATE CONSTITUTES AN AGREEMENT BY THE CERTIFICATEHOLDER TO TREAT SUCH CERTIFICATE AS SET FORTH HEREIN. ACCORDINGLYINDEBTEDNESS FOR FEDERAL, THE OUTSTANDING PRINCIPAL AMOUNT STATE AND LOCAL INCOME OR FRANCHISE TAX PURPOSES (OR ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME), AND TO TAKE NO ACTION INCONSISTENT WITH SUCH TREATMENT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOFCERTIFICATE. Certificate No. : Cut-Off Date : October 7, 2001 First Distribution Date : November 20, 2001 Final Scheduled Distribution Date : July 20, 2031 Original Class Certificate Balance of this Certificate ("Denomination") : $ Original Certificate Principal Balance of this Class : $670,730,000 Pass-Through Rate : LIBOR + 0.37%(1)/ CUSIP : 441917 AN 1 Class : A HOUSEHOLD HOME EQUITY LOAN TRUST 2001-2 Closed-End Home Equity Loan Asset-Backed Certificates, Series 2001-2 Class A evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class with respect to a Trust consisting of closed-end fixed- or declining-rate home equity loans (the "Home Equity Loans"). HFC Revolving Corporation, as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class A Certificate at any time may be less than the Original Class Certificate Principal Balance set forth on the face hereof, as described herein. This Class A Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Sellers, the Master Servicer, or the Trustee referred to below or any of their respective affiliates. Neither this Class A Certificate nor the Home Equity Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Class A Certificate (obtained by dividing the principal denomination of this Class A Certificate by the aggregate of the principal denominations of all Certificates of this Class) in certain monthly distributions with respect to a Trust consisting primarily of the Home Equity Loans deposited by HFC Revolving Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of November 7, 2001 (the "Agreement") among the Depositor, Household Finance Corporation, as Master Servicer (the "Master Servicer") and Bank One, National Association, as Trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class A Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Certificateholder of this Class A Certificate by virtue of the acceptance hereof assents and by which such Certificateholder is bound. Reference is hereby made to the further provisions of this Class A Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Class A Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.

Master Servicer to Maintain Perfection and Priority. The Issuer shall cause the Master ServicerServicer covenants that, in order to evidence the interests of the DepositorDepositor and the Trustee under this Agreement, the Issuer and the Indenture Trustee under the Sale and Servicing Agreement, to Master Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee's security interest in the Home Equity Loans. The Issuer shall cause the Master Servicer toshall, from time to time and within the time limits established by law, prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Master Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee's security interest in the Home Equity Loans as a first-priority interest (each a "Filing"). The Issuer shall cause the Master Servicer to shall present each such Filing to the Indenture Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Trust Trustee pursuant to Section 2.01 of the Sale and Servicing Agreement and the grant of the security interest to the Indenture Trustee pursuant to this IndentureAgreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Indenture Trustee's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Indenture Trustee shall promptly authorize in writing the Master Servicer to, and the Issuer shall cause the Master Servicer toshall, effect such Filing under the Uniform Commercial Code without the signature of the Depositor or the Trust or the Indenture Trustee where allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Master Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Indenture Trustee. SCHEDULE B HOME EQUITY LOAN SCHEDULE [On file with the Indenture Trustee] EXHIBIT A FORM OF CLASS A NOTES AND CLASS M NOTES CERTIFICATE UNLESS THIS NOTE CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE EXCHANGE, OR PAYMENT, PAYMENT AND ANY NOTE CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL ACCEPTANCE OF THIS NOTE IS PAYABLE IN INSTALLMENTS CERTIFICATE CONSTITUTES AN AGREEMENT BY THE CERTIFICATEHOLDER TO TREAT SUCH CERTIFICATE AS SET FORTH HEREIN. ACCORDINGLYINDEBTEDNESS FOR FEDERAL, THE OUTSTANDING PRINCIPAL AMOUNT STATE AND LOCAL INCOME OR FRANCHISE TAX PURPOSES (OR ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME), AND TO TAKE NO ACTION INCONSISTENT WITH SUCH TREATMENT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.CERTIFICATE. Certificate No. :

Master Servicer to Maintain Perfection and Priority. The Issuer shall cause the Master ServicerServicer covenants that, in order to evidence the interests of the Depositor, the Issuer Trust, the Insurer and the Indenture Trustee under the Sale and Servicing this Agreement, to the Master Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee's security interest in the Home Equity Loans. The Issuer shall cause the Master Servicer toshall, from time to time and within the time limits established by law, prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Master Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee's security interest in the Home Equity Loans as a first-priority interest (each a "Filing"). The Issuer shall cause the Master Servicer to shall present each such Filing to the Indenture Trustee and the Insurer together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Trust pursuant to Section 2.01 of the Sale and Servicing this Agreement and the grant of the security interest to the Indenture Trustee pursuant to this the Indenture, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Indenture Trustee's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Indenture Trustee shall promptly authorize in writing the Master Servicer to, and the Issuer shall cause the Master Servicer toshall, effect such Filing under the Uniform Commercial Code without the signature of the Depositor or the Trust or the Indenture Trustee where allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Master Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Indenture Trustee. SCHEDULE B HOME EQUITY LOAN SCHEDULE [On file with the Indenture Trustee] EXHIBIT A FORM OF CLASS A NOTES AND CLASS M NOTES UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

Master Servicer to Maintain Perfection and Priority. The Issuer shall cause the Master ServicerServicer covenants that, in order to evidence the interests of the Depositor, the Issuer Trust and the Indenture Trustee under the Sale and Servicing this Agreement, to the Master Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee's security interest in the Home Equity Mortgage Loans. The Issuer shall cause the Master Servicer toshall, from time to time and within the time limits established by law, prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Master Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee's security interest in the Home Equity Mortgage Loans as a first-priority interest (each a "Filing"). The Issuer shall cause the Master Servicer to shall present each such Filing to the Indenture Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Trust pursuant to Section 2.01 of the Sale and Servicing this Agreement and the grant of the security interest to the Indenture Trustee pursuant to this the Indenture, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Indenture Trustee's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Indenture Trustee shall promptly authorize in writing the Master Servicer to, and the Issuer shall cause the Master Servicer toshall, effect such Filing under the Uniform Commercial Code without the signature of the Depositor or the Trust or the Indenture Trustee where allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Master Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Indenture Trustee. SCHEDULE B HOME EQUITY LOAN SCHEDULE [On file with the Indenture Trustee] EXHIBIT A FORM OF CLASS A NOTES AND CLASS M NOTES UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.