Common use of Representations and Warranties of the Underwriters Clause in Contracts

Representations and Warranties of the Underwriters. Each Underwriter severally, and not jointly, represents and warrants to, and agrees with the other Underwriters, HAFC, the Seller, HFC and Household Bank that: (a) As of the date hereof and as of the Closing Date that such Underwriter has complied and will comply with all of its obligations arising hereunder and in accordance with the Act, the Exchange Act, and the Rules and Regulations and, with respect to the Derived Information provided by such Underwriter, such Derived Information is accurate in all material respects (taking into account the assumptions explicitly set forth in the Derived Information, except for any errors therein attributable to errors or mistakes in the Seller-Provided Information). The Derived Information provided by such Underwriter to the Seller constitutes a complete set of all Derived Information required to be filed with the Commission pursuant to the No-Action Letters. (b) Such Underwriter shall provide the Seller no later than one Business Day after any Collateral Term Sheet is delivered to a prospective investor, or in the case of any Structural Term Sheets and Computational Materials no later than one Business Day before the date on which the Prospectus is required to be filed pursuant to Rule 424, all such Derived Information delivered to a prospective investor by it during the period commencing on the Effective Date and ending on the date the Prospectus is filed with the Commission. Such Underwriter shall deliver to the Seller a hard copy and, in a mutually agreed upon format, a disk or electronic transmission of such Derived Information. (c) Assuming the accuracy of the Seller-Provider Information used in the preparation of Derived Information, the Derived Information, delivered by such Underwriter, as of the date thereof, is accurate in all material respects, taking into account the assumptions set forth in such Derived Information, but without making any representations as to the appropriateness of such assumptions. (d) Each Underwriter acknowledges that none of HAFC, the Seller, HFC or Household Bank will be deemed to have breached any representation and warranty or to have failed to satisfy any other agreement contained herein, to the extent any such breach or failure on the part of such party resulted solely from an Underwriter's breach of the representation and warranty set forth in subsection (a), (b) or (c) above. (e) For purposes of this Agreement, "DERIVED INFORMATION" means the type of information defined as Collateral Term Sheets, Structural Term Sheets or Computational Materials (as such terms are interpreted in the No-Action Letters). The terms "COLLATERAL TERM SHEET" and "STRUCTURAL TERM SHEET" shall have the respective meanings assigned to them in the February 13, 1995 letter (the "PSA LETTER") of Xxxxxx, Xxxxxxxx, Xxxxx & Xxxxxxxx on behalf of the Public Securities Association (which letter, and the Commission staff's response thereto, were publicly available February 17, 1995), and with respect to "Collateral Term Sheet" includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. The term "COMPUTATIONAL MATERIALS" has the meaning assigned to it in the May 17, 1994 letter (the "Xxxxxx Letter" and together with the PSA Letter, the "NO-ACTION LETTERS") of Brown & Wood on behalf of Xxxxxx, Xxxxxxx & Co., Inc. (which letter, and the Commission staff's response thereto, were publicly available May 20, 1994). "SELLER-PROVIDED INFORMATION" means the information contained on any computer tape furnished to the Underwriters by the Seller concerning the assets comprising the Issuer.

Representations and Warranties of the Underwriters. Each Underwriter severally, and not jointly, represents and warrants to, and agrees with the other Underwriters, HAFCHAFI, XXXX, the Seller, HFC Seller and Household Bank HSBC Finance that: (a) As of the date hereof and as of the Closing Date that such Underwriter has complied and will comply with all of its obligations arising hereunder and in accordance with the Act, the Exchange Act, and the Rules and Regulations and, with respect to the Derived Information provided by such Underwriter, such Derived Information is accurate in all material respects (taking into account the assumptions explicitly set forth in the Derived Information, except for any errors therein attributable to errors or mistakes in the Seller-Provided Information). The Derived Information provided by such Underwriter to the Seller constitutes a complete set of all Derived Information required to be filed with the Commission pursuant to the No-Action Letters. (b) Such Underwriter shall provide the Seller no later than one Business Day after any Collateral Term Sheet is delivered to a prospective investor, or in the case of any Structural Term Sheets and Computational Materials no later than one Business Day before the date on which the Prospectus is required to be filed pursuant to Rule 424, all such Derived Information delivered to a prospective investor by it during the period commencing on the Effective Date and ending on the date the Prospectus is filed with the Commission. Such Underwriter shall deliver to the Seller a hard copy and, in a mutually agreed upon format, a disk or electronic transmission of such Derived Information. (c) Assuming the accuracy of the Seller-Provider Information used in the preparation of Derived Information, the Derived Information, Information delivered by such Underwriter, as of the date thereof, is accurate in all material respects, taking into account the assumptions set forth in such Derived Information, but without making any representations as to the appropriateness of such assumptions. (d) Each Underwriter acknowledges that none of HAFCHAFI, XXXX, the Seller, HFC Seller or Household Bank HSBC Finance will be deemed to have breached any representation and warranty or to have failed to satisfy any other agreement contained herein, to the extent any such breach or failure on the part of such party resulted solely from an Underwriter's ’s breach of the representation and warranty set forth in subsection (a), (b) or (c) above. (e) For purposes of this Agreement, "DERIVED INFORMATION" “Derived Information” means the type of information defined as Collateral Term Sheets, Structural Term Sheets or Computational Materials (as such terms are interpreted in the No-Action Letters)) except to the extent the information therein is “Seller-Provided Information” or “Prospectus Information”. The terms "COLLATERAL TERM SHEET" “Collateral Term Sheet” and "STRUCTURAL TERM SHEET" “Structural Term Sheet” shall have the respective meanings assigned to them in the February 13, 1995 letter (the "“PSA LETTER"Letter”) of XxxxxxCleary, Xxxxxxxx, Xxxxx & Xxxxxxxx on behalf of the Public Securities Association (which letter, and the Commission staff's ’s response thereto, were publicly available February 17, 1995), and with respect to "“Collateral Term Sheet" ” includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. The term "COMPUTATIONAL MATERIALS" “Computational Materials” has the meaning assigned to it in the May 17, 1994 letter (the "“Xxxxxx Letter" ” and together with the PSA Letter, the "NO“No-ACTION LETTERS"Action Letters”) of Brown Xxxxx & Wood Xxxx on behalf of Xxxxxx, Xxxxxxx & Co., Inc. (which letter, and the Commission staff's ’s response thereto, were publicly available May 20, 1994). "SELLER“Seller-PROVIDED INFORMATION" Provided Information” means the information contained on any computer tape furnished to the Underwriters by the Seller concerning the assets comprising the Issuer. “Prospectus Information” means any information included in the Prospectus without taking into account information incorporated by reference therein and other than “Underwriter Information” (as defined in Section 10B).

Representations and Warranties of the Underwriters. Each Underwriter severally, and not jointly, represents and warrants to, and agrees with the other Underwriters, HAFC, the Seller, Seller and HFC and Household Bank that: (a) As of the date hereof and as of the Closing Date that such Underwriter has complied and will comply with all of its obligations arising hereunder and in accordance with the Act, the Exchange Act, and the Rules and Regulations and, with respect to the Derived Information provided by such Underwriter, such Derived Information is accurate in all material respects (taking into account the assumptions explicitly set forth in the Derived Information, except for any errors therein attributable to errors or mistakes in the Seller-Provided Information). The Derived Information provided by such Underwriter to the Seller constitutes a complete set of all Derived Information required to be filed with the Commission pursuant to the No-Action Letters. (b) Such Underwriter shall provide the Seller no later than one Business Day after any Collateral Term Sheet is delivered to a prospective investor, or in the case of any Structural Term Sheets and Computational Materials no later than one Business Day before the date on which the Prospectus is required to be filed pursuant to Rule 424, all such Derived Information delivered to a prospective investor by it during the period commencing on the Effective Date and ending on the date the Prospectus is filed with the Commission. Such Underwriter shall deliver to the Seller a hard copy and, in a mutually agreed upon format, a disk or electronic transmission of such Derived Information. (c) Assuming the accuracy of the Seller-Provider Information used in the preparation of Derived Information, the Derived Information, delivered by such Underwriter, as of the date thereof, is accurate in all material respects, taking into account the assumptions set forth in such Derived Information, but without making any representations as to the appropriateness of such assumptions. (d) Each Underwriter acknowledges that none of HAFC, the Seller, Seller or HFC or Household Bank will be deemed to have breached any representation and warranty or to have failed to satisfy any other agreement contained herein, to the extent any such breach or failure on the part of such party resulted solely from an Underwriter's breach of the representation and warranty set forth in subsection (a), (b) or (c) above. (e) For purposes of this Agreement, "DERIVED INFORMATIONDerived Information" means the type of information defined as Collateral Term Sheets, Structural Term Sheets or Computational Materials (as such terms are interpreted in the No-Action Letters). The terms "COLLATERAL TERM SHEETCollateral Term Sheet" and "STRUCTURAL TERM SHEETStructural Term Sheet" shall have the respective meanings assigned to them in the February 13, 1995 letter (the "PSA LETTERLetter") of XxxxxxCleary, XxxxxxxxGoxxxxxx, Xxxxx Stxxx & Xxxxxxxx Haxxxxxx on behalf of the Public Securities Association (which letter, and the Commission staff's response thereto, were publicly available February 17, 1995), and with respect to "Collateral Term Sheet" includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. The term "COMPUTATIONAL MATERIALSComputational Materials" has the meaning assigned to it in the May 17, 1994 letter (the "Xxxxxx Kixxxx Letter" and together with the PSA Letter, the "NONo-ACTION LETTERSAction Letters") of Brown & Wood Woxx on behalf of XxxxxxKixxxx, Xxxxxxx Pexxxxx & Co., Inc. (which letter, and the Commission staff's response thereto, were publicly available May 20, 1994). "SELLERSeller-PROVIDED INFORMATIONProvided Information" means the information contained on any computer tape furnished to the Underwriters by the Seller concerning the assets comprising the Issuer.

Representations and Warranties of the Underwriters. Each Underwriter severally, and not jointly, represents and warrants to, and agrees with the other Underwriters, HAFC, the Seller, HFC and Household Bank that: (a) As of the date hereof and as of the Closing Date that such Underwriter has complied and will comply with all of its obligations arising hereunder and in accordance with the Act, the Exchange Act, and the Rules and Regulations and, with respect to the Derived Information provided by such Underwriter, such Derived Information is accurate in all material respects (taking into account the assumptions explicitly set forth in the Derived Information, except for any errors therein attributable to errors or mistakes in the Seller-Provided Information). The Derived Information provided by such Underwriter to the Seller constitutes a complete set of all Derived Information required to be filed with the Commission pursuant to the No-Action Letters. (b) Such Underwriter shall provide the Seller no later than one Business Day after any Collateral Term Sheet is delivered to a prospective investor, or in the case of any Structural Term Sheets and Computational Materials no later than one Business Day before the date on which the Prospectus is required to be filed pursuant to Rule 424, all such Derived Information delivered to a prospective investor by it during the period commencing on the Effective Date and ending on the date the Prospectus is filed with the Commission. Such Underwriter shall deliver to the Seller a hard copy and, in a mutually agreed upon format, a disk or electronic transmission of such Derived Information. (c) Assuming the accuracy of the Seller-Provider Information used in the preparation of Derived Information, the Derived Information, delivered by such Underwriter, as of the date thereof, is accurate in all material respects, taking into account the assumptions set forth in such Derived Information, but without making any representations as to the appropriateness of such assumptions. (d) Each Underwriter acknowledges that none of HAFC, the Seller, HFC or Household Bank will be deemed to have breached any representation and warranty or to have failed to satisfy any other agreement contained herein, to the extent any such breach or failure on the part of such party resulted solely from an Underwriter's breach of the representation and warranty set forth in subsection (a), (b) or (c) above. (e) For purposes of this Agreement, "DERIVED INFORMATION" means the type of information defined as Collateral Term Sheets, Structural Term Sheets or Computational Materials (as such terms are interpreted in the No-Action Letters). The terms "COLLATERAL TERM SHEET" and "STRUCTURAL TERM SHEET" shall have the respective meanings assigned to them in the February 13, 1995 letter (the "PSA LETTER") of XxxxxxCleary, XxxxxxxxGottlieb, Xxxxx Steen & Xxxxxxxx Hamilton on behalf of the Public Securities Association (which letterxxxxer, and the xxx xxx Commission staff's response thereto, were publicly available February 17, 1995), and with respect to "Collateral Term Sheet" includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. The term "COMPUTATIONAL MATERIALS" has the meaning assigned to it in the May 17, 1994 letter (the "Xxxxxx Kidder Letter" and together with the PSA Letter, the "NO-ACTION LETTERSLETTERX") of xx Brown & Wood on behalf of XxxxxxKidder, Xxxxxxx Peabody & Co., Inc. (which letter, and the Commission axx xxe Cxxxxssion staff's response xxxxxxse thereto, were publicly available May 20, 1994). "SELLER-PROVIDED INFORMATION" means the information contained on any computer tape furnished to the Underwriters by the Seller concerning the assets comprising the Issuer.

Representations and Warranties of the Underwriters. Each Underwriter severally, and not jointly, represents and warrants to, and agrees with the other Underwriters, HAFC, the Seller, Seller and HFC and Household Bank that: (a) As of Prior to the date hereof and as of the Closing Date that Effective Date, such Underwriter has complied not furnished and will comply with all of its obligations arising hereunder and not furnish, in accordance with the Actwriting or by electronic transmission, the Exchange Act, and the Rules and Regulations and, with respect any Derived Information relating to the Derived Information provided by such Underwriter, such Derived Information is accurate in all material respects (taking into account the assumptions explicitly set forth in the Derived Information, except for Series 1998-1 Notes to any errors therein attributable to errors or mistakes in the Seller-Provided Information). The Derived Information provided by such Underwriter to the Seller constitutes a complete set of all Derived Information required to be filed with the Commission pursuant to the No-Action Lettersprospective investor. (b) Such Underwriter shall provide the Seller no later than one Business Day after any Collateral Term Sheet is delivered to a prospective investor, or in the case of any Structural Term Sheets and Computational Materials no later than one Business Day before the date on which the Prospectus is required to be filed pursuant to Rule 424, all such Derived Information delivered to a prospective investor by it during the period commencing on the Effective Date and ending on the date the Prospectus is filed with the Commission. Such Underwriter shall deliver to the Seller a hard copy and, in a mutually agreed upon format, a disk or electronic transmission of such Derived Information. (c) Assuming the accuracy of the Seller-Provider Information used in the preparation of Derived Information, the Derived Information, delivered by such Underwriter, as of the date thereof, is accurate in all material respects, taking into account the assumptions set forth in such Derived Information, but without making any representations as to the appropriateness of such assumptions. (d) Each Underwriter acknowledges that none of HAFC, the Seller, Seller or HFC or Household Bank will be deemed to have breached any representation and warranty or to have failed to satisfy any other agreement contained herein, to the extent any such breach or failure on the part of such party resulted solely from an Underwriter's breach of the representation and warranty set forth in subsection (a), (b) or c above, provided, however, that the rights and obligations otherwise available to an Underwriter pursuant to Section 10 and 11 hereof are not limited solely as a result of an Underwriter's breach of the representation and warranty set forth in subsection (ca) above. (e) For purposes of this Agreement, "DERIVED INFORMATIONDerived Information" means the type of information defined as Collateral Term Sheets, Structural Term Sheets or Computational Materials (as such terms are interpreted in the No-Action Letters). The terms "COLLATERAL TERM SHEETCollateral Term Sheet" and "STRUCTURAL TERM SHEETStructural Term Sheet" shall have the respective meanings assigned to them in the February 13, 1995 letter (the "PSA LETTERLetter") of XxxxxxCleary, XxxxxxxxGottlieb, Xxxxx Steen & Xxxxxxxx Hamilton on behalf of the Public Securities Association (which letter, and the Commission staff's response thx Xxxxxxsixx xxaff'x xxsponse thereto, were publicly available February 17, 1995), and with respect to "Collateral Term Sheet" includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. The term "COMPUTATIONAL MATERIALSComputational Materials" has the meaning assigned to it in the May 17, 1994 letter (the "Xxxxxx Kidder Letter" and together with the PSA Letter, the "NONo-ACTION LETTERSAction Letters") of Brown & Wood on behalf of Xxxxxxbexxxx xf Kidder, Xxxxxxx Peabody & Co., Inc. (which letter, and the Commission staff's response respxxxx thereto, were publicly available xxxxxcly axxxxxxxe May 20, 1994). "SELLERSeller-PROVIDED INFORMATIONProvided Information" means the information contained on any computer tape furnished to the Underwriters by the Seller concerning the assets comprising the Issuer.

Representations and Warranties of the Underwriters. Each Underwriter severally, and not jointly, represents and warrants to, and agrees with the other Underwriters, HAFC, HACC, Household Bank, the Seller, Seller and HFC and Household Bank that: (a) As of the date hereof and as of the Closing Date that such Underwriter has complied and will comply with all of its obligations arising hereunder and in accordance with the Act, the Exchange Act, and the Rules and Regulations and, with respect to the Derived Information provided by such Underwriter, such Derived Information is accurate in all material respects (taking into account the assumptions explicitly set forth in the Derived Information, except for any errors therein attributable to errors or mistakes in the Seller-Provided Information). The Derived Information provided by such Underwriter to the Seller constitutes a complete set of all Derived Information required to be filed with the Commission pursuant to the No-Action Letters. (b) Such Underwriter shall provide the Seller no later than one Business Day after any Collateral Term Sheet is delivered to a prospective investor, or in the case of any Structural Term Sheets and Computational Materials no later than one Business Day before the date on which the Prospectus is required to be filed pursuant to Rule 424, all such Derived Information delivered to a prospective investor by it during the period commencing on the Effective Date and ending on the date the Prospectus is filed with the Commission. Such Underwriter shall deliver to the Seller a hard copy and, in a mutually agreed upon format, a disk or electronic transmission of such Derived Information. (c) Assuming the accuracy of the Seller-Provider Information used in the preparation of Derived Information, the Derived Information, Information delivered by such Underwriter, as of the date thereof, is accurate in all material respects, taking into account the assumptions set forth in such Derived Information, but without making any representations as to the appropriateness of such assumptions. (d) Each Underwriter acknowledges that none of HAFC, HACC, Household Bank, the Seller, Seller or HFC or Household Bank will be deemed to have breached any representation and warranty or to have failed to satisfy any other agreement contained herein, to the extent any such breach or failure on the part of such party resulted solely from an Underwriter's breach of the representation and warranty set forth in subsection (a), (b) or (c) above. (e) For purposes of this Agreement, "DERIVED INFORMATION" means the type of information defined as Collateral Term Sheets, Structural Term Sheets or Computational Materials (as such terms are interpreted in the No-Action Letters). The terms "COLLATERAL TERM SHEET" and "STRUCTURAL TERM SHEET" shall have the respective meanings assigned to them in the February 13, 1995 letter (the "PSA LETTER") of Xxxxxx, Xxxxxxxx, Xxxxx & Xxxxxxxx on behalf of the Public Securities Association (which letter, and the Commission staff's response thereto, were publicly available February 17, 1995), and with respect to "Collateral Term Sheet" includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. The term "COMPUTATIONAL MATERIALS" has the meaning assigned to it in the May 17, 1994 letter (the "Xxxxxx Letter" and together with the PSA Letter, the "NO-ACTION LETTERS") of Brown & Wood on behalf of Xxxxxx, Xxxxxxx & Co., Inc. (which letter, and the Commission staff's response thereto, were publicly available May 20, 1994). "SELLER-PROVIDED INFORMATION" means the information contained on any computer tape furnished to the Underwriters by the Seller concerning the assets comprising the Issuer.

Representations and Warranties of the Underwriters. Each Underwriter severally, and not jointly, represents and warrants to, and agrees with the other Underwriters, HAFC, the Seller, Seller and HFC and Household Bank that: (a) As of Prior to the date hereof and as of the Closing Date that Effective Date, such Underwriter has complied not furnished and will comply with all of its obligations arising hereunder and not furnish, in accordance with the Actwriting or by electronic transmission, the Exchange Act, and the Rules and Regulations and, with respect any Derived Information relating to the Derived Information provided by such Underwriter, such Derived Information is accurate in all material respects (taking into account the assumptions explicitly set forth in the Derived Information, except for Series _____ Notes to any errors therein attributable to errors or mistakes in the Seller-Provided Information). The Derived Information provided by such Underwriter to the Seller constitutes a complete set of all Derived Information required to be filed with the Commission pursuant to the No-Action Lettersprospective investor. (b) Such Underwriter shall provide the Seller no later than one Business Day after any Collateral Term Sheet is delivered to a prospective investor, or in the case of any Structural Term Sheets and Computational Materials no later than one Business Day before the date on which the Prospectus is required to be filed pursuant to Rule 424, all such Derived Information delivered to a prospective investor by it during the period commencing on the Effective Date and ending on the date the Prospectus is filed with the Commission. Such Underwriter shall deliver to the Seller a hard copy and, in a mutually agreed upon format, a disk or electronic transmission of such Derived Information. (c) Assuming the accuracy of the Seller-Provider Provided Information used in the preparation of Derived Information, the Derived Information, delivered by such Underwriter, as of the date thereof, is accurate in all material respects, taking into account the assumptions set forth in such Derived Information, but without making any representations as to the appropriateness of such assumptions. (d) Each Underwriter acknowledges that none of HAFC, the Seller, Seller or HFC or Household Bank will be deemed to have breached any representation and warranty or to have failed to satisfy any other agreement contained herein, to the extent any such breach or failure on the part of such party resulted solely from an Underwriter's breach of the representation and warranty set forth in subsection (a), (b) or (c) above, PROVIDED, HOWEVER, that the rights and obligations otherwise available to an Underwriter pursuant to Section 10 and 11 hereof are not limited solely as a result of an Underwriter's breach of the representation and warranty set forth in subsection (a) above. (e) For purposes of this Agreement, "DERIVED INFORMATION" means the type of information defined as Collateral Term Sheets, Structural Term Sheets or Computational Materials (as such terms are interpreted in the No-Action Letters). The terms "COLLATERAL TERM SHEET" and "STRUCTURAL TERM SHEET" shall have the respective meanings assigned to them in the February 13, 1995 letter (the "PSA LETTER") of XxxxxxCleary, XxxxxxxxGottlieb, Xxxxx & Xxxxxxxx on behalf of the Public Securities Association (which letter, and the Commission staff's response thereto, were publicly available February 17, 1995), and with respect to "Collateral Term Sheet" includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. The term "COMPUTATIONAL MATERIALS" has the meaning assigned to it in the May 17, 1994 letter (the "Xxxxxx Letter" and together with the PSA Letter, the "NONo-ACTION LETTERSAction Letters") of Brown Xxxxx & Wood Xxxx on behalf of Xxxxxx, Xxxxxxx Peabody & Co., Inc. (which letter, and the Commission staff's response thereto, were publicly available May 20, 1994). "SELLER-PROVIDED INFORMATION" means the information contained on any computer tape furnished to the Underwriters by the Seller concerning the assets comprising the Issuer.

Representations and Warranties of the Underwriters. Each Underwriter severally, and not jointly, represents and warrants to, and agrees with the other Underwriters, HAFC, the Seller, Seller and HFC and Household Bank that: (a) As of Prior to the date hereof and as of the Closing Date that Effective Date, such Underwriter has complied not furnished and will comply with all of its obligations arising hereunder and not furnish, in accordance with the Actwriting or by electronic transmission, the Exchange Act, and the Rules and Regulations and, with respect any Derived Information relating to the Derived Information provided by such Underwriter, such Derived Information is accurate in all material respects (taking into account the assumptions explicitly set forth in the Derived Information, except for Series _____ Offered Certificates to any errors therein attributable to errors or mistakes in the Seller-Provided Information). The Derived Information provided by such Underwriter to the Seller constitutes a complete set of all Derived Information required to be filed with the Commission pursuant to the No-Action Lettersprospective investor. (b) Such Underwriter shall provide the Seller no later than one Business Day after any Collateral Term Sheet is delivered to a prospective investor, or in the case of any Structural Term Sheets and Computational Materials no later than one Business Day before the date on which the Prospectus is required to be filed pursuant to Rule 424, all such Derived Information delivered to a prospective investor by it during the period commencing on the Effective Date and ending on the date the Prospectus is filed with the Commission. Such Underwriter shall deliver to the Seller a hard copy and, in a mutually agreed upon format, a disk or electronic transmission of such Derived Information. (c) Assuming the accuracy of the Seller-Provider Provided Information used in the preparation of Derived Information, the Derived Information, delivered by such Underwriter, as of the date thereof, is accurate in all material respects, taking into account the assumptions set forth in such Derived Information, but without making any representations as to the appropriateness of such assumptions. (d) Each Underwriter acknowledges that none of HAFC, the Seller, Seller or HFC or Household Bank will be deemed to have breached any representation and warranty or to have failed to satisfy any other agreement contained herein, to the extent any such breach or failure on the part of such party resulted solely from an Underwriter's breach of the representation and warranty set forth in subsection (a), (b) or (c) above, PROVIDED, HOWEVER, that the rights and obligations otherwise available to an Underwriter pursuant to Section 10 and 11 hereof are not limited solely as a result of an Underwriter's breach of the representation and warranty set forth in subsection (a) above. (e) For purposes of this Agreement, "DERIVED INFORMATION" means the type of information defined as Collateral Term Sheets, Structural Term Sheets or Computational Materials (as such terms are interpreted in the No-Action Letters). The terms "COLLATERAL TERM SHEET" and "STRUCTURAL TERM SHEET" shall have the respective meanings assigned to them in the February 13, 1995 letter (the "PSA LETTER") of XxxxxxCleary, XxxxxxxxGottlieb, Xxxxx & Xxxxxxxx on behalf of the Public Securities Association (which letter, and the Commission staff's response thereto, were publicly available February 17, 1995), and with respect to "Collateral Term SheetCOLLATERAL TERM SHEET" includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. The term "COMPUTATIONAL MATERIALS" has the meaning assigned to it in the May 17, 1994 letter (the "Xxxxxx Letter" and together with the PSA Letter, the "NONo-ACTION LETTERSAction Letters") of Brown Xxxxx & Wood Xxxx on behalf of Xxxxxx, Xxxxxxx Peabody & Co., Inc. (which letter, and the Commission staff's response thereto, were publicly available May 20, 1994). "SELLER-PROVIDED INFORMATION" means the information contained on any computer tape furnished to the Underwriters by the Seller concerning the assets comprising the Issuer.

Representations and Warranties of the Underwriters. Each Underwriter severally, and not jointly, represents and warrants to, and agrees with the other Underwriters, HAFC, HACC, the Seller, Seller and HFC and Household Bank that: (a) As of the date hereof and as of the Closing Date that such Underwriter has complied and will comply with all of its obligations arising hereunder and in accordance with the Act, the Exchange Act, and the Rules and Regulations and, with respect to the Derived Information provided by such Underwriter, such Derived Information is accurate in all material respects (taking into account the assumptions explicitly set forth in the Derived Information, except for any errors therein attributable to errors or mistakes in the Seller-Provided Information). The Derived Information provided by such Underwriter to the Seller constitutes a complete set of all Derived Information required to be filed with the Commission pursuant to the No-Action Letters. (b) Such Underwriter shall provide the Seller no later than one Business Day after any Collateral Term Sheet is delivered to a prospective investor, or in the case of any Structural Term Sheets and Computational Materials no later than one Business Day before the date on which the Prospectus is required to be filed pursuant to Rule 424, all such Derived Information delivered to a prospective investor by it during the period commencing on the Effective Date and ending on the date the Prospectus is filed with the Commission. Such Underwriter shall deliver to the Seller a hard copy and, in a mutually agreed upon format, a disk or electronic transmission of such Derived Information. (c) Assuming the accuracy of the Seller-Provider Information used in the preparation of Derived Information, the Derived Information, Information delivered by such Underwriter, as of the date thereof, is accurate in all material respects, taking into account the assumptions set forth in such Derived Information, but without making any representations as to the appropriateness of such assumptions. (d) Each Underwriter acknowledges that none of HAFC, HACC, the Seller, Seller or HFC or Household Bank will be deemed to have breached any representation and warranty or to have failed to satisfy any other agreement contained herein, to the extent any such breach or failure on the part of such party resulted solely from an Underwriter's ’s breach of the representation and warranty set forth in subsection (a), (b) or (c) above. (e) For purposes of this Agreement, "DERIVED INFORMATION" “Derived Information” means the type of information defined as Collateral Term Sheets, Structural Term Sheets or Computational Materials (as such terms are interpreted in the No-Action Letters). The terms "COLLATERAL TERM SHEET" “Collateral Term Sheet” and "STRUCTURAL TERM SHEET" “Structural Term Sheet” shall have the respective meanings assigned to them in the February 13, 1995 letter (the "“PSA LETTER"Letter”) of XxxxxxCleary, Xxxxxxxx, Xxxxx & Xxxxxxxx on behalf of the Public Securities Association (which letter, and the Commission staff's ’s response thereto, were publicly available February 17, 1995), and with respect to "“Collateral Term Sheet" ” includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. The term "COMPUTATIONAL MATERIALS" “Computational Materials” has the meaning assigned to it in the May 17, 1994 letter (the "“Xxxxxx Letter" ” and together with the PSA Letter, the "NO“No-ACTION LETTERS"Action Letters”) of Brown Xxxxx & Wood Xxxx on behalf of Xxxxxx, Xxxxxxx & Co., Inc. (which letter, and the Commission staff's ’s response thereto, were publicly available May 20, 1994). "SELLER“Seller-PROVIDED INFORMATION" Provided Information” means the information contained on any computer tape furnished to the Underwriters by the Seller concerning the assets comprising the Issuer.

Representations and Warranties of the Underwriters. Each Underwriter severally, and not jointly, represents and warrants to, and agrees with the other Underwriters, HAFCHAFI, XXXX, the Seller, HFC Seller and Household Bank HSBC Finance that: (a) As of the date hereof and as of the Closing Date that such Underwriter has complied and will comply with all of its obligations arising hereunder and in accordance with the Act, the Exchange Act, and the Rules and Regulations and, with respect to the Derived Information provided by such Underwriter, such Derived Information is accurate in all material respects (taking into account the assumptions explicitly set forth in the Derived Information, except for any errors therein attributable to errors or mistakes in the Seller-Provided Information). The Derived Information provided by such Underwriter to the Seller constitutes a complete set of all Derived Information required to be filed with the Commission pursuant to the No-Action Letters. (b) Such Underwriter shall provide the Seller no later than one Business Day after any Collateral Term Sheet is delivered to a prospective investor, or in the case of any Structural Term Sheets and Computational Materials no later than one Business Day before the date on which the Prospectus is required to be filed pursuant to Rule 424, all such Derived Information delivered to a prospective investor by it during the period commencing on the Effective Date and ending on the date the Prospectus is filed with the Commission. Such Underwriter shall deliver to the Seller a hard copy and, in a mutually agreed upon format, a disk or electronic transmission of such Derived Information. (c) Assuming the accuracy of the Seller-Provider Provided Information used in the preparation of Derived Information, the Derived Information (other than Prospectus Information, ) delivered by such Underwriter, as of the date thereof, is accurate in all material respects, taking into account the assumptions set forth in such Derived Information, but without making any representations as to the appropriateness of such assumptions. (d) Each Underwriter acknowledges that none of HAFCHAFI, XXXX, the Seller, HFC Seller or Household Bank HSBC Finance will be deemed to have breached any representation and warranty or to have failed to satisfy any other agreement contained herein, to the extent any such breach or failure on the part of such party resulted solely from an Underwriter's ’s breach of the representation and warranty set forth in subsection (a), (b) or (c) above. (e) For purposes of this Agreement, "DERIVED INFORMATION" “Derived Information” means the type of information defined as Collateral Term Sheets, Structural Term Sheets or Computational Materials (as such terms are interpreted in the No-Action Letters)) except to the extent the information therein is “Seller-Provided Information” or “Prospectus Information”. The terms "COLLATERAL TERM SHEET" “Collateral Term Sheet” and "STRUCTURAL TERM SHEET" “Structural Term Sheet” shall have the respective meanings assigned to them in the February 13, 1995 letter (the "“PSA LETTER"Letter”) of XxxxxxCleary, Xxxxxxxx, Xxxxx & Xxxxxxxx on behalf of the Public Securities Association (which letter, and the Commission staff's ’s response thereto, were publicly available February 17, 1995), and with respect to "“Collateral Term Sheet" ” includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. The term "COMPUTATIONAL MATERIALS" “Computational Materials” has the meaning assigned to it in the May 17, 1994 letter (the "“Xxxxxx Letter" ” and together with the PSA Letter, the "NO“No-ACTION LETTERS"Action Letters”) of Brown Xxxxx & Wood Xxxx on behalf of Xxxxxx, Xxxxxxx & Co., Inc. (which letter, and the Commission staff's ’s response thereto, were publicly available May 20, 1994). "SELLER“Seller-PROVIDED INFORMATION" Provided Information” means the information contained on any computer tape furnished to the Underwriters by the Seller concerning the assets comprising the Issuer. “Prospectus Information” means any information included in the Prospectus without taking into account information incorporated by reference therein and other than “Underwriter Information” (as defined in Section 10B).

Representations and Warranties of the Underwriters. Each Underwriter severally, and not jointly, represents and warrants to, and agrees with the other Underwriters, HAFC, HACC, the Seller, Seller and HFC and Household Bank that: (a) As of the date hereof and as of the Closing Date that such Underwriter has complied and will comply with all of its obligations arising hereunder and in accordance with the Act, the Exchange Act, and the Rules and Regulations and, with respect to the Derived Information provided by such Underwriter, such Derived Information is accurate in all material respects (taking into account the assumptions explicitly set forth in the Derived Information, except for any errors therein attributable to errors or mistakes in the Seller-Provided Pool Information or the Prospectus Information). The Derived Information provided by such Underwriter to the Seller constitutes a complete set of all Derived Information required to be filed with the Commission pursuant to the No-Action Letters. (b) Such Underwriter shall provide the Seller no later than one Business Day after any Collateral Term Sheet is delivered to a prospective investor, or in the case of any Structural Term Sheets and Computational Materials no later than one Business Day before the date on which the Prospectus is required to be filed pursuant to Rule 424, all such Derived Information delivered to a prospective investor by it during the period commencing on the Effective Date and ending on the date the Prospectus is filed with the Commission. Such Underwriter shall deliver to the Seller a hard copy and, in a mutually agreed upon format, a disk or electronic transmission of such Derived Information. (c) Assuming the accuracy of the Seller-Provider Pool Information and the Prospectus Information used in the preparation of Derived Information, the Derived Information, Information delivered by such Underwriter, as of the date thereof, is accurate in all material respects, taking into account the assumptions set forth in such Derived Information, but without making any representations as to the appropriateness of such assumptions. (d) Each Underwriter acknowledges that none of HAFC, HACC, the Seller, Seller or HFC or Household Bank will be deemed to have breached any representation and warranty or to have failed to satisfy any other agreement contained herein, to the extent any such breach or failure on the part of such party resulted solely from an Underwriter's ’s breach of the representation and warranty set forth in subsection (a), (b) or (c) above. (e) For purposes of this Agreement, "DERIVED INFORMATION" “Derived Information” means the type of information defined as Collateral Term Sheets, Structural Term Sheets or Computational Materials (as such terms are interpreted in the No-Action Letters), excluding any Pool Information or Prospectus Information. The terms "COLLATERAL TERM SHEET" “Collateral Term Sheet” and "STRUCTURAL TERM SHEET" “Structural Term Sheet” shall have the respective meanings assigned to them in the February 13, 1995 letter (the "“PSA LETTER"Letter”) of XxxxxxCleary, XxxxxxxxGottlieb, Xxxxx & Xxxxxxxx on behalf of the Public Securities Association (which letter, and the Commission staff's ’s response thereto, were publicly available February 17, 1995), and with respect to "“Collateral Term Sheet" ” includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. The term "COMPUTATIONAL MATERIALS" “Computational Materials” has the meaning assigned to it in the May 17, 1994 letter (the "“Xxxxxx Letter" ” and together with the PSA Letter, the "NO“No-ACTION LETTERS"Action Letters”) of Brown Xxxxx & Wood Xxxx on behalf of Xxxxxx, Xxxxxxx Peabody & Co., Inc. (which letter, and the Commission staff's ’s response thereto, were publicly available May 20, 1994). "SELLER-PROVIDED INFORMATION" means the information contained on any computer tape furnished to the Underwriters by the Seller concerning the assets comprising the Issuer.

Representations and Warranties of the Underwriters. Each Underwriter severally, and not jointly, represents and warrants to, and agrees with the other Underwriters, HAFC, HACC, the Seller, Seller and HFC and Household Bank that: (a) As of the date hereof and as of the Closing Date that such Underwriter has complied and will comply with all of its obligations arising hereunder and in accordance with the Act, the Exchange Act, and the Rules and Regulations and, with respect to the Derived Information provided by such Underwriter, such Derived Information is accurate in all material respects (taking into account the assumptions explicitly set forth in the Derived Information, except for any errors therein attributable to errors or mistakes in the Seller-Provided Information). The Derived Information provided by such Underwriter to the Seller constitutes a complete set of all Derived Information required to be filed with the Commission pursuant to the No-Action Letters. (b) Such Underwriter shall provide the Seller no later than one Business Day after any Collateral Term Sheet is delivered to a prospective investor, or in the case of any Structural Term Sheets and Computational Materials no later than one Business Day before the date on which the Prospectus is required to be filed pursuant to Rule 424, all such Derived Information delivered to a prospective investor by it during the period commencing on the Effective Date and ending on the date the Prospectus is filed with the Commission. Such Underwriter shall deliver to the Seller a hard copy and, in a mutually agreed upon format, a disk or electronic transmission of such Derived Information. (c) Assuming the accuracy of the Seller-Provider Information used in the preparation of Derived Information, the Derived Information, Information delivered by such Underwriter, as of the date thereof, is accurate in all material respects, taking into account the assumptions set forth in such Derived Information, but without making any representations as to the appropriateness of such assumptions. (d) Each Underwriter acknowledges that none of HAFC, HACC, the Seller, Seller or HFC or Household Bank will be deemed to have breached any representation and warranty or to have failed to satisfy any other agreement contained herein, to the extent any such breach or failure on the part of such party resulted solely from an Underwriter's breach of the representation and warranty set forth in subsection (a), (b) or (c) above. (e) For purposes of this Agreement, "DERIVED INFORMATION" means the type of information defined as Collateral Term Sheets, Structural Term Sheets or Computational Materials (as such terms are interpreted in the No-Action Letters). The terms "COLLATERAL TERM SHEET" and "STRUCTURAL TERM SHEET" shall have the respective meanings assigned to them in the February 13, 1995 letter (the "PSA LETTER") of Xxxxxx, Xxxxxxxx, Xxxxx & Xxxxxxxx on behalf of the Public Securities Association (which letter, and the Commission staff's response thereto, were publicly available February 17, 1995), and with respect to "Collateral Term Sheet" includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. The term "COMPUTATIONAL MATERIALS" has the meaning assigned to it in the May 17, 1994 letter (the "Xxxxxx Letter" and together with the PSA Letter, the "NO-ACTION LETTERS") of Brown & Wood on behalf of Xxxxxx, Xxxxxxx & Co., Inc. (which letter, and the Commission staff's response thereto, were publicly available May 20, 1994). "SELLER-PROVIDED INFORMATION" means the information contained on any computer tape furnished to the Underwriters by the Seller concerning the assets comprising the Issuer.the

Representations and Warranties of the Underwriters. Each Underwriter severally, and not jointly, represents and warrants to, and agrees with the other Underwriters, HAFC, the Seller, Seller and HFC and Household Bank that: (a) As of the date hereof and as of the Closing Date that such Underwriter has complied and will comply with all of its obligations arising hereunder and in accordance with the Act, the Exchange Act, and the Rules and Regulations and, with respect to the Derived Information provided by the such Underwriter, such Derived Information is accurate in all material respects (taking into account the assumptions explicitly set forth in the Derived Information, except for any errors therein attributable to errors or mistakes in the Seller-Provided Information). The Derived Information provided by such Underwriter to the Seller constitutes a complete set of all Derived Information required to be filed with the Commission pursuant to the No-Action Letters. (b) Such Underwriter shall provide the Seller no later than one Business Day after any Collateral Term Sheet is delivered to a prospective investor, or in the case of any Structural Term Sheets and Computational Materials no later than one Business Day before the date on which the Prospectus is required to be filed pursuant to Rule 424, all such Derived Information delivered to a prospective investor by it during the period commencing on the Effective Date and ending on the date the Prospectus is filed with the Commission. Such Underwriter shall deliver to the Seller a hard copy and, in a mutually agreed upon format, a disk or electronic transmission of such Derived Information. (c) Assuming the accuracy of the Seller-Provider Information used in the preparation of Derived Information, the Derived Information, delivered by such Underwriter, as of the date thereof, is accurate in all material respects, taking into account the assumptions set forth in such Derived Information, but without making any representations as to the appropriateness of such assumptions. (d) Each Underwriter acknowledges that none of HAFC, the Seller, Seller or HFC or Household Bank will be deemed to have breached any representation and warranty or to have failed to satisfy any other agreement contained herein, to the extent any such breach or failure on the part of such party resulted solely from an Underwriter's breach of the representation and warranty set forth in subsection (a), (b) or (c) above. (e) For purposes of this Agreement, "DERIVED INFORMATIONDerived Information" means the type of information defined as Collateral Term Sheets, Structural Term Sheets or Computational Materials (as such terms are interpreted in the No-Action Letters). The terms "COLLATERAL TERM SHEETCollateral Term Sheet" and "STRUCTURAL TERM SHEETStructural Term Sheet" shall have the respective meanings assigned to them in the February 13, 1995 letter (the "PSA LETTERLetter") of XxxxxxCleary, Xxxxxxxx, Xxxxx & Xxxxxxxx on behalf of the Public Securities Association (which letter, and the Commission staff's response thereto, were publicly available February 17, 1995), and with respect to "Collateral Term Sheet" includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. The term "COMPUTATIONAL MATERIALSComputational Materials" has the meaning assigned to it in the May 17, 1994 letter (the "Xxxxxx Letter" and together with the PSA Letter, the "NONo-ACTION LETTERSAction Letters") of Brown & Wood Xxxx on behalf of Xxxxxx, Xxxxxxx & Co., Inc. (which letter, and the Commission staff's response thereto, were publicly available May 20, 1994). "SELLERSeller-PROVIDED INFORMATIONProvided Information" means the information contained on any computer tape furnished to the Underwriters by the Seller concerning the assets comprising the Issuer.

Representations and Warranties of the Underwriters. Each Underwriter severally, and not jointly, represents and warrants to, and agrees with the other Underwriters, HAFC, the Seller, Seller and HFC and Household Bank that: (a) As of Prior to the date hereof and as of the Closing Date that Effective Date, such Underwriter has complied not furnished and will comply with all of its obligations arising hereunder and not furnish, in accordance with the Actwriting or by electronic transmission, the Exchange Act, and the Rules and Regulations and, with respect any Derived Information relating to the Derived Information provided by such Underwriter, such Derived Information is accurate in all material respects (taking into account the assumptions explicitly set forth in the Derived Information, except for Series 1998-1 Notes to any errors therein attributable to errors or mistakes in the Seller-Provided Information). The Derived Information provided by such Underwriter to the Seller constitutes a complete set of all Derived Information required to be filed with the Commission pursuant to the No-Action Lettersprospective investor. (b) Such Underwriter shall provide the Seller no later than one Business Day after any Collateral Term Sheet is delivered to a prospective investor, or in the case of any Structural Term Sheets and Computational Materials no later than one Business Day before the date on which the Prospectus is required to be filed pursuant to Rule 424, all such Derived Information delivered to a prospective investor by it during the period commencing on the Effective Date and ending on the date the Prospectus is filed with the Commission. Such Underwriter shall deliver to the Seller a hard copy and, in a mutually agreed upon format, a disk or electronic transmission of such Derived Information. (c) Assuming the accuracy of the Seller-Provider Information used in the preparation of Derived Information, the Derived Information, delivered by such Underwriter, as of the date thereof, is accurate in all material respects, taking into account the assumptions set forth in such Derived Information, but without making any representations as to the appropriateness of such assumptions. (d) Each Underwriter acknowledges that none of HAFC, the Seller, Seller or HFC or Household Bank will be deemed to have breached any representation and warranty or to have failed to satisfy any other agreement contained herein, to the extent any such breach or failure on the part of such party resulted solely from an Underwriter's breach of the representation and warranty set forth in subsection (a), (b) or (c) above, provided, however, that the rights and obligations otherwise available to an Underwriter pursuant to Section 10 and 11 hereof are not limited solely as a result of an Underwriter's breach of the representation and warranty set forth in subsection (a) above. (e) For purposes of this Agreement, "DERIVED INFORMATIONDerived Information" means the type of information defined as Collateral Term Sheets, Structural Term Sheets or Computational Materials (as such terms are interpreted in the No-Action Letters). The terms "COLLATERAL TERM SHEETCollateral Term Sheet" and "STRUCTURAL TERM SHEETStructural Term Sheet" shall have the respective meanings assigned to them in the February 13, 1995 letter (the "PSA LETTERLetter") of XxxxxxCleary, Xxxxxxxx, Xxxxx & Xxxxxxxx on behalf of the Public Securities Association (which letter, and the Commission staff's response thereto, were publicly available February 17, 1995), and with respect to "Collateral Term Sheet" includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. The term "COMPUTATIONAL MATERIALSComputational Materials" has the meaning assigned to it in the May 17, 1994 letter (the "Xxxxxx Letter" and together with the PSA Letter, the "NONo-ACTION LETTERSAction Letters") of Brown & Wood Xxxx on behalf of Xxxxxx, Xxxxxxx & Co., Inc. (which letter, and the Commission staff's response thereto, were publicly available May 20, 1994). "SELLERSeller-PROVIDED INFORMATIONProvided Information" means the information contained on any computer tape furnished to the Underwriters by the Seller concerning the assets comprising the Issuer.

Representations and Warranties of the Underwriters. Each Underwriter severally, and not jointly, represents and warrants to, and agrees with the other Underwriters, HAFC, the Seller, Seller and HFC and Household Bank that: (a) As of the date hereof and as of the Closing Date that such Underwriter has complied and will comply with all of its obligations arising hereunder and in accordance with the Act, the Exchange Act, and the Rules and Regulations and, with respect to the Derived Information provided by the such Underwriter, such Derived Information is accurate in all material respects (taking into account the assumptions explicitly set forth in the Derived Information, except for any errors therein attributable to errors or mistakes in the Seller-Provided Information). The Derived Information provided by such Underwriter to the Seller constitutes a complete set of all Derived Information required to be filed with the Commission pursuant to the No-Action Letters. (b) Such Underwriter shall provide the Seller no later than one Business Day after any Collateral Term Sheet is delivered to a prospective investor, or in the case of any Structural Term Sheets and Computational Materials no later than one Business Day before the date on which the Prospectus is required to be filed pursuant to Rule 424, all such Derived Information delivered to a prospective investor by it during the period commencing on the Effective Date and ending on the date the Prospectus is filed with the Commission. Such Underwriter shall deliver to the Seller a hard copy and, in a mutually agreed upon format, a disk or electronic transmission of such Derived Information. (c) Assuming the accuracy of the Seller-Provider Information used in the preparation of Derived Information, the Derived Information, delivered by such Underwriter, as of the date thereof, is accurate in all material respects, taking into account the assumptions set forth in such Derived Information, but without making any representations as to the appropriateness of such assumptions. (d) Each Underwriter acknowledges that none of HAFC, the Seller, Seller or HFC or Household Bank will be deemed to have breached any representation and warranty or to have failed to satisfy any other agreement contained herein, to the extent any such breach or failure on the part of such party resulted solely from an Underwriter's breach of the representation and warranty set forth in subsection (a), (b) or (c) above. (e) For purposes of this Agreement, "DERIVED INFORMATIONDerived Information" means the type of information defined as Collateral Term Sheets, Structural Term Sheets or Computational Materials (as such terms are interpreted in the No-Action Letters). The terms "COLLATERAL TERM SHEETCollateral Term Sheet" and "STRUCTURAL TERM SHEETStructural Term Sheet" shall have the respective meanings assigned to them in the February 13, 1995 letter (the "PSA LETTERLetter") of XxxxxxCleary, XxxxxxxxGoxxxxxx, Xxxxx Stxxx & Xxxxxxxx Haxxxxxx on behalf of the Public Securities Association (which letter, and the Commission staff's response thereto, were publicly available February 17, 1995), and with respect to "Collateral Term Sheet" includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. The term "COMPUTATIONAL MATERIALSComputational Materials" has the meaning assigned to it in the May 17, 1994 letter (the "Xxxxxx Kixxxx Letter" and together with the PSA Letter, the "NONo-ACTION LETTERSAction Letters") of Brown & Wood Woxx on behalf of XxxxxxKixxxx, Xxxxxxx Pexxxxx & Co., Inc. (which letter, and the Commission staff's response thereto, were publicly available May 20, 1994). "SELLERSeller-PROVIDED INFORMATIONProvided Information" means the information contained on any computer tape furnished to the Underwriters by the Seller concerning the assets comprising the Issuer.

Representations and Warranties of the Underwriters. Each Underwriter severally, and not jointly, represents and warrants to, and agrees with the other Underwriters, HAFC, the Seller, Seller and HFC and Household Bank that: (a) As of Prior to the date hereof and as of the Closing Date that Effective Date, such Underwriter has complied not furnished and will comply with all of its obligations arising hereunder and not furnish, in accordance with the Actwriting or by electronic transmission, the Exchange Act, and the Rules and Regulations and, with respect any Derived Information relating to the Derived Information provided by such Underwriter, such Derived Information is accurate in all material respects (taking into account the assumptions explicitly set forth in the Derived Information, except for Series 1999-1 Notes to any errors therein attributable to errors or mistakes in the Seller-Provided Information). The Derived Information provided by such Underwriter to the Seller constitutes a complete set of all Derived Information required to be filed with the Commission pursuant to the No-Action Lettersprospective investor. (b) Such Underwriter shall provide the Seller no later than one Business Day after any Collateral Term Sheet is delivered to a prospective investor, or in the case of any Structural Term Sheets and Computational Materials no later than one Business Day before the date on which the Prospectus is required to be filed pursuant to Rule 424, all such Derived Information delivered to a prospective investor by it during the period commencing on the Effective Date and ending on the date the Prospectus is filed with the Commission. Such Underwriter shall deliver to the Seller a hard copy and, in a mutually agreed upon format, a disk or electronic transmission of such Derived Information. (c) Assuming the accuracy of the Seller-Provider Information used in the preparation of Derived Information, the Derived Information, delivered by such Underwriter, as of the date thereof, is accurate in all material respects, taking into account the assumptions set forth in such Derived Information, but without making any representations as to the appropriateness of such assumptions. (d) Each Underwriter acknowledges that none of HAFC, the Seller, Seller or HFC or Household Bank will be deemed to have breached any representation and warranty or to have failed to satisfy any other agreement contained herein, to the extent any such breach or failure on the part of such party resulted solely from an Underwriter's breach of the representation and warranty set forth in subsection (a), (b) or (c) above, PROVIDED, HOWEVER, that the rights and obligations otherwise available to an Underwriter pursuant to Section 10 and 11 hereof are not limited solely as a result of an Underwriter's breach of the representation and warranty set forth in subsection (a) above. (e) For purposes of this Agreement, "DERIVED INFORMATION" means the type of information defined as Collateral Term Sheets, Structural Term Sheets or Computational Materials (as such terms are interpreted in the No-Action Letters). The terms "COLLATERAL TERM SHEET" and "STRUCTURAL TERM SHEET" shall have the respective meanings assigned to them in the February 13, 1995 letter (the "PSA LETTER") of Xxxxxx, Xxxxxxxx, Xxxxx & Xxxxxxxx on behalf of the Public Securities Association (which letter, and the Commission staff's response thereto, were publicly available February 17, 1995), and with respect to "Collateral Term Sheet" includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. The term "COMPUTATIONAL MATERIALS" has the meaning assigned to it in the May 17, 1994 letter (the "Xxxxxx Letter" and together with the PSA Letter, the "NONo-ACTION LETTERSAction Letters") of Brown & Wood on behalf of Xxxxxx, Xxxxxxx & Co., Inc. (which letter, and the Commission staff's response thereto, were publicly available May 20, 1994). "SELLER-PROVIDED INFORMATION" means the information contained on any computer tape furnished to the Underwriters by the Seller concerning the assets comprising the Issuer.

Representations and Warranties of the Underwriters. Each Underwriter severally, and not jointly, represents and warrants to, and agrees with the other Underwriters, HAFC, HACC, the Seller, Seller and HFC and Household Bank that: (a) As of the date hereof and as of the Closing Date that such Underwriter has complied and will comply with all of its obligations arising hereunder and in accordance with the Act, the Exchange Act, and the Rules and Regulations and, with respect to the Derived Information provided by such Underwriter, such Derived Information is accurate in all material respects (taking into account the assumptions explicitly set forth in the Derived Information, except for any errors therein attributable to errors or mistakes in the Seller-Provided Information). The Derived Information provided by such Underwriter to the Seller constitutes a complete set of all Derived Information required to be filed with the Commission pursuant to the No-Action Letters. (b) Such Underwriter shall provide the Seller no later than one Business Day after any Collateral Term Sheet is delivered to a prospective investor, or in the case of any Structural Term Sheets and Computational Materials no later than one Business Day before the date on which the Prospectus is required to be filed pursuant to Rule 424, all such Derived Information delivered to a prospective investor by it during the period commencing on the Effective Date and ending on the date the Prospectus is filed with the Commission. Such Underwriter shall deliver to the Seller a hard copy and, in a mutually agreed upon format, a disk or electronic transmission of such Derived Information. (c) Assuming the accuracy of the Seller-Provider Information used in the preparation of Derived Information, the Derived Information, Information delivered by such Underwriter, as of the date thereof, is accurate in all material respects, taking into account the assumptions set forth in such Derived Information, but without making any representations as to the appropriateness of such assumptions. (d) Each Underwriter acknowledges that none of HAFC, HACC, the Seller, Seller or HFC or Household Bank will be deemed to have breached any representation and warranty or to have failed to satisfy any other agreement contained herein, to the extent any such breach or failure on the part of such party resulted solely from an Underwriter's breach of the representation and warranty set forth in subsection (a), (b) or (c) above. (e) For purposes of this Agreement, "DERIVED INFORMATION" means the type of information defined as Collateral Term Sheets, Structural Term Sheets or Computational Materials (as such terms are interpreted in the No-Action Letters). The terms "COLLATERAL TERM SHEET" and "STRUCTURAL TERM SHEET" shall have the respective meanings assigned to them in the February 13, 1995 letter (the "PSA LETTER") of XxxxxxCleary, XxxxxxxxGottlieb, Xxxxx & Xxxxxxxx on behalf of the Public Securities Association (which letter, and the Commission staff's response thereto, were publicly available February 17, 1995), and with respect to "Collateral Term Sheet" includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. The term "COMPUTATIONAL MATERIALS" has the meaning assigned to it in the May 17, 1994 letter (the "Xxxxxx Letter" and together with the PSA Letter, the "NO-ACTION LETTERS") of Brown Xxxxx & Wood Xxxx on behalf of Xxxxxx, Xxxxxxx Peabody & Co., Inc. (which letter, and the Commission staff's response thereto, were publicly available May 20, 1994). "SELLER-PROVIDED INFORMATION" means the information contained on any computer tape furnished to the Underwriters by the Seller concerning the assets comprising the Issuer.

Representations and Warranties of the Underwriters. Each Underwriter severally, and not jointly, represents and warrants to, and agrees with the other Underwriters, HAFC, HACC, the Seller, Seller and HFC and Household Bank that: (a) As of the date hereof and as of the Closing Date that such Underwriter has complied and will comply with all of its obligations arising hereunder and in accordance with the Act, the Exchange Act, and the Rules and Regulations and, with respect to the Derived Information provided by such Underwriter, such Derived Information is accurate in all material respects (taking into account the assumptions explicitly set forth in the Derived Information, except for any errors therein attributable to errors or mistakes in the Seller-Provided Information). The Derived Information provided by such Underwriter to the Seller constitutes a complete set of all Derived Information required to be filed with the Commission pursuant to the No-Action Letters. (b) Such Underwriter shall provide the Seller no later than one Business Day after any Collateral Term Sheet is delivered to a prospective investor, or in the case of any Structural Term Sheets and Computational Materials no later than one Business Day before the date on which the Prospectus is required to be filed pursuant to Rule 424, all such Derived Information delivered to a prospective investor by it during the period commencing on the Effective Date and ending on the date the Prospectus is filed with the Commission. Such Underwriter shall deliver to the Seller a hard copy and, in a mutually agreed upon format, a disk or electronic transmission of such Derived Information. (c) Assuming the accuracy of the Seller-Provider Information used in the preparation of Derived Information, the Derived Information, Information delivered by such Underwriter, as of the date thereof, is accurate in all material respects, taking into account the assumptions set forth in such Derived Information, but without making any representations as to the appropriateness of such assumptions. (d) Each Underwriter acknowledges that none of HAFC, HACC, the Seller, Seller or HFC or Household Bank will be deemed to have breached any representation and warranty or to have failed to satisfy any other agreement contained herein, to the extent any such breach or failure on the part of such party resulted solely from an Underwriter's ’s breach of the representation and warranty set forth in subsection (a), (b) or (c) above. (e) For purposes of this Agreement, "DERIVED INFORMATION" “Derived Information” means the type of information defined as Collateral Term Sheets, Structural Term Sheets or Computational Materials (as such terms are interpreted in the No-Action Letters). The terms "COLLATERAL TERM SHEET" “Collateral Term Sheet” and "STRUCTURAL TERM SHEET" “Structural Term Sheet” shall have the respective meanings assigned to them in the February 13, 1995 letter (the "“PSA LETTER"Letter”) of XxxxxxCleary, XxxxxxxxGottlieb, Xxxxx & Xxxxxxxx on behalf of the Public Securities Association (which letter, and the Commission staff's ’s response thereto, were publicly available February 17, 1995), and with respect to "“Collateral Term Sheet" ” includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. The term "COMPUTATIONAL MATERIALS" “Computational Materials” has the meaning assigned to it in the May 17, 1994 letter (the "“Xxxxxx Letter" ” and together with the PSA Letter, the "NO“No-ACTION LETTERS"Action Letters”) of Brown Xxxxx & Wood Xxxx on behalf of Xxxxxx, Xxxxxxx Peabody & Co., Inc. (which letter, and the Commission staff's ’s response thereto, were publicly available May 20, 1994). "SELLER“Seller-PROVIDED INFORMATION" Provided Information” means the information contained on any computer tape furnished to the Underwriters by the Seller concerning the assets comprising the Issuer.