Exhibit 4.1
TRUST AGREEMENT
between
HOUSEHOLD AUTO RECEIVABLES CORPORATION
and
WILMINGTON TRUST COMPANY
Owner Trustee
Dated as of March 1, 1998
TABLE OF CONTENTS
Page
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ARTICLE I Definitions ............................................. 5
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Section 1.1. Capitalized Terms........................................ 5
Section 1.2. Other Definitional Provisions............................ 7
Section 1.3. Action by or Consent of Noteholders and
Certificate-holders .................................... 7
Section 1.4. Material Adverse Effect.................................. 8
ARTICLE II Organization............................................. 8
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Section 2.1. Name..................................................... 8
Section 2.2. Office................................................... 8
Section 2.3. Purposes and Powers...................................... 8
Section 2.4. Appointment of Owner Trustee............................. 9
Section 2.5. Initial Capital Contribution of Trust Estate............. 9
Section 2.6. Declaration of Trust..................................... 9
Section 2.7. Liability................................................ 9
Section 2.8. Title to Trust Property.................................. 10
Section 2.9. Situs of Trust........................................... 10
Section 2.10. Representations and Warranties of the Depositor.......... 10
Section 2.11. Federal Income Tax Allocations........................... 12
Section 2.12. Covenants of the Depositor............................... 12
Section 2.13. Covenants of the Certificateholders...................... 13
ARTICLE III Certificates and Transfer of Interests................... 14
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Section 3.1. Initial Ownership........................................ 14
Section 3.2. The Certificates; Issuable in Series..................... 14
Section 3.3. Authentication of Certificates........................... 15
Section 3.4. Registration of Transfer and Exchange of Certificates.... 15
Section 3.5. Mutilated, Destroyed, Lost or Stolen Certificates........ 17
Section 3.6. Persons Deemed Certificateholders........................ 17
Section 3.7. Access to List of Certificateholders' Names and
Addresses............................................... 18
Section 3.8. Maintenance of Office or Agency.......................... 18
Section 3.9. ERISA Restrictions....................................... 18
Section 3.10. Securities Matters....................................... 18
Section 3.11. Payments on Owner Trust Certificates..................... 19
Section 3.12. Paying Agent............................................. 19
ARTICLE IV Voting Rights and Other Actions.......................... 19
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Section 4.1. Prior Notice to Holders with Respect to Certain
Matters ................................................ 19
Section 4.2. Action by Certificateholders with Respect to
` Certain Matters ........................................ 20
Section 4.3. Action by Certificateholders with Respect to
Bankruptcy ............................................. 20
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Section 4.4. Restrictions on Certificateholders' Power................ 20
Section 4.5. Majority Control......................................... 21
ARTICLE V Certain Duties........................................... 21
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Section 5.1. Accounting and Records to the Noteholders,
Certificate-holders, the Internal Revenue Service
and Others ............................................. 21
Section 5.2. Signature on Returns; Tax Matters Partner................ 22
Section 5.3. Note Purchase Agreements................................. 22
ARTICLE VI Authority and Duties of Owner Trustee.................... 22
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Section 6.1. General Authority........................................ 22
Section 6.2. General Duties........................................... 22
Section 6.3. Action upon Instruction.................................. 23
Section 6.4. No Duties Except as Specified in this Agreement or
in Instructions ........................................ 24
Section 6.5. No Action Except under Specified Documents or
Instructions ........................................... 24
Section 6.6. Restrictions............................................. 24
ARTICLE VII Concerning the Owner Trustee............................. 25
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Section 7.1. Acceptance of Trusts and Duties.......................... 25
Section 7.2. Furnishing of Documents.................................. 26
Section 7.3. Representations and Warranties........................... 26
Section 7.4. Reliance; Advice of Counsel.............................. 27
Section 7.5. Not Acting in Individual Capacity........................ 27
Section 7.6. Owner Trustee Not Liable for Certificates or
Receivables ............................................ 28
Section 7.7. Owner Trustee May Own Certificates and Notes............. 28
Section 7.8. Payments from Owner Trust Estate......................... 28
Section 7.9. Doing Business in Other Jurisdictions.................... 29
ARTICLE VIII Compensation of Owner Trustee............................ 29
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Section 8.1. Owner Trustee's Fees and Expenses........................ 29
Section 8.2. Indemnification.......................................... 29
Section 8.3. Payments to the Owner Trustee............................ 30
Section 8.4. Non-recourse Obligations................................. 30
ARTICLE IX Termination of Trust Agreement........................... 30
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Section 9.1. Termination of Trust Agreement........................... 30
ARTICLE X Successor Owner Trustees and Additional Owner Trustees... 32
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Section 10.1. Eligibility Requirements for Owner Trustee............... 32
Section 10.2. Resignation or Removal of Owner Trustee.................. 32
Section 10.3. Successor Owner Trustee.................................. 33
Section 10.4. Merger or Consolidation of Owner Trustee................. 34
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Section 10.5. Appointment of Co-Trustee or Separate Trustee............ 34
ARTICLE XI Miscellaneous............................................ 35
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Section 11.1. Supplements and Amendments............................... 35
Section 11.2. No Legal Title to Owner Trust Estate in
Certificateholders ..................................... 36
Section 11.3. Limitations on Rights of Others.......................... 36
Section 11.4. Notices.................................................. 37
Section 11.5. Severability............................................. 37
Section 11.6. Separate Counterparts.................................... 37
Section 11.7. Assignments; Series Support Provider..................... 37
Section 11.8. Covenants of the Depositor............................... 38
Section 11.9. No Petition.............................................. 38
Section 11.10. No Recourse.............................................. 38
Section 11.11. Headings................................................. 38
Section 11.12. GOVERNING LAW............................................ 38
Section 11.13. Master Servicer.......................................... 38
EXHIBITS
Exhibit A-1 Form of Owner Trust Certificate
Exhibit A-2 Form of Series Trust Certificate
Exhibit B Form of Certificate of Trust
Exhibit C Form of Purchaser Representation Letter
Exhibit D Form of Transferee Representation Letter
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Exhibit 4.1
TRUST AGREEMENT dated as of March 1, 1998 between HOUSEHOLD AUTO
RECEIVABLES CORPORATION, a Nevada corporation (the "Depositor"), and WILMINGTON
TRUST COMPANY, a Delaware banking corporation, as Owner Trustee (the "Owner
Trustee").
ARTICLE I
Definitions
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Capitalized Terms. For all purposes of this Agreement, the following terms
shall have the meanings set forth below:
"Agreement" shall mean this Trust Agreement, as the same may be amended and
supplemented from time to time.
"Benefit Plan" shall have the meaning assigned to such term in Section 3.9.
"Business Trust Statute" shall mean Chapter 38 of Title 12 of the Delaware
Code, 12 Del. Code Section 3801 et seq. as the same may be amended from time to
time.
"Certificate" means either an Owner Trust Certificate or a Series Trust
Certificate.
"Certificate Majority" means Certificateholders representing more than
fifty percent of the principal amount of the Certificates. For the purpose of
this definition the principal amount of the Owner Trust Certificates shall equal
the Principal Balance of the Receivables included in the Unpledged Trust Estate.
"Certificate Paying Agent" means Norwest Bank Minnesota, National
Association.
"Certificate Register" and "Certificate Registrar" shall mean the register
mentioned and the registrar appointed pursuant to Section 3.4.
"Certificate of Trust" shall mean the Certificate of Trust in the form of
Exhibit B to be filed for the Trust pursuant to Section 3810(a) of the Business
Trust Statute.
"Corporate Trust Office" shall mean, with respect to the Owner Trustee, the
principal corporate trust office of the Owner Trustee located at Xxxxxx Square
North, 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000-0000, Attention:
Corporate Trust Administration, or at such other address as the Owner Trustee
may designate by notice to the Certificateholders and the Depositor, or the
principal corporate trust office of any successor Owner Trustee (the address of
which the successor owner trustee will notify the Certificateholders and the
Depositor).
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"Definitive Certificates" shall mean Certificates issued in certificated,
fully registered form.
"Depositor" shall mean Household Auto Receivables Corporation in its
capacity as Depositor hereunder.
"ERISA" shall have the meaning assigned to such term in Section 3.9.
"Expenses" shall have the meaning assigned to such term in Section 8.2.
"Holder" or "Certificateholder" shall mean the Person in whose name a
Certificate is registered on the Certificate Register.
"Household" shall mean Household Finance Corporation.
"Indemnified Parties" shall have the meaning assigned to such term in
Section 8.2.
"Owner Trust Certificate" means a trust certificate evidencing the
beneficial ownership interest of a Certificateholder in the entire Unpledged
Trust Estate, substantially in the form of Exhibit A-1 attached hereto.
"Owner Trust Estate" shall mean all right, title and interest of the Trust
in and to the property and rights assigned to the Trust pursuant to Article II
of the Master Sale and Servicing Agreement, all funds on deposit from time to
time in the Trust Accounts and all other property of the Trust from time to
time, including any rights of the Owner Trustee and the Trust pursuant to the
Master Sale and Servicing Agreement, each Basic Document and each Series Related
Document.
"Owner Trustee" shall mean Wilmington Trust Company, a Delaware banking
corporation, not in its individual capacity but solely as owner trustee under
this Agreement, and any successor Owner Trustee hereunder.
"Secretary of State" shall mean the Secretary of State of the State of
Delaware.
"Securities Act" shall have the meaning assigned to such term in Section
3.4.
"Series Certificate Distribution Account" shall mean each account for each
Series of Certificates designated as such and established and maintained
pursuant to the relevant Series Supplement.
"Series Trust Certificate" means a trust certificate evidencing the
beneficial ownership interest of a Certificateholder in a Series Trust Estate,
substantially in the form of Exhibit A-2 attached hereto.
"Treasury Regulations" shall mean regulations, including proposed or
temporary regulations, promulgated under the Code. References herein to specific
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provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.
"Trust" shall mean the trust established by this Agreement.
"Unpledged Trust Estate" means all of the Owner Trust Estate which is not
pledged with respect to a Series.
Other Definitional Provisions.
(a) Capitalized terms used herein and not otherwise defined have the
meanings assigned to them in the Master Sale and Servicing Agreement or, if not
defined therein, in the Indenture, provided that, as used herein, Series means
only those Series of Notes and Series of Certificates with respect to which the
Trust is the Issuer and only such Series Trust Estates included in the Owner
Trust Estate.
(b) All terms defined in this Agreement shall have the defined meanings
when used in any Certificate or other document made or delivered pursuant hereto
unless otherwise defined therein.
(c) As used in this Agreement and in any Certificate or other document made
or delivered pursuant hereto or thereto, accounting terms not defined in this
Agreement or in any such certificate or other document, and accounting terms
partly defined in this Agreement or in any such certificate or other document to
the extent not defined, shall have the respective meanings given to them under
generally accepted accounting principles as in effect on the date of this
Agreement or any such certificate or other document, as applicable. To the
extent that the definitions of accounting terms in this Agreement or in any such
certificate or other document are inconsistent with the meanings of such terms
under generally accepted accounting principles, the definitions contained in
this Agreement or in any such certificate or other document shall control.
(d) The words "hereof," "herein," "hereunder" and words of similar import
when used in this Agreement shall refer to this Agreement as a whole and not to
any particular provision of this Agreement; Section and Exhibit references
contained in this Agreement are references to Sections and Exhibits in or to
this Agreement unless otherwise specified; and the term "including" shall mean
"including without limitation."
(e) The definitions contained in this Agreement are applicable to the
singular as well as the plural forms of such terms and to the masculine as well
as to the feminine and neuter genders of such terms.
Action by or Consent of Noteholders and Certificate-holders. Whenever any
provision of this Agreement refers to action to be taken, or consented to, by
Noteholders or Certificateholders, such provision shall be deemed to refer to
the Certificateholder or Noteholder, as the case may be, of record as of the
Record Date immediately preceding the date on which such action is to be taken,
or consent given, by Noteholders or Certificateholders. Solely for the purposes
of any action to be taken, or consented to, by Noteholders, any Note registered
in the name of the Depositor or any Affiliate thereof shall be deemed not to be
outstanding; provided, however, that, solely
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for the purpose of determining whether the Trustee or the Trust Collateral
Agent, if any, is entitled to rely upon any such action or consent, only Notes
which the Owner Trustee, the Trustee or the Trust Collateral Agent, if any,
respectively, knows to be so owned shall be so disregarded.
Material Adverse Effect . Whenever a determination is to be made under this
Agreement as to whether a given event, action, course of conduct or set of facts
or circumstances could or would have a material adverse effect on the
Noteholders or Certificateholders (or any similar or analogous determination),
such determination shall be made without taking into account the funds available
from claims under any policy or other Series Support.
ARTICLE II
Organization
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Name. There is hereby formed a trust to be known as "Household Automobile
Revolving Trust I", in which name the Owner Trustee may conduct the business of
the Trust, make and execute contracts and other instruments on behalf of the
Trust and xxx and be sued.
Office. The office of the Trust shall be in care of the Owner Trustee at
the Corporate Trust Office or at such other address as the Owner Trustee may
designate by written notice to the Certificateholders and the Depositor.
Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall
have the power and authority, to engage in the following activities:
(i) to issue the Notes pursuant to the Indenture and each Series
Supplement and the Certificates pursuant to this Agreement and each Series
Supplement, and to sell the Notes;
(ii) with the proceeds of the sale of the Notes, to fund the expense
of obtaining any Series Support and to pay the organizational, start-up and
transactional expenses of the Trust and to pay the balance to the Depositor
pursuant to the Master Sale and Servicing Agreement;
(iii) with respect to each Series Trust Estate, to assign, grant,
transfer, pledge, mortgage and convey each Series Trust Estate to the
Trustee or Trust Collateral Agent, as the case may be, pursuant to the
Indenture and the related Series Supplement for the benefit of the Series
Secured Parties;
(iv) to enter into and perform its obligations under the Basic
Documents and the Series Related Documents with respect to each Series, in
each case, to which it is a party;
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(v) to acquire, hold and manage the Owner Trust Estate;
(vi) to make distributions on the Certificates in accordance with
their respective terms;
(vii) to own Class SV Preferred Stock of the Depositor;
(viii) to engage in those activities, including entering into
agreements, that are necessary, suitable or convenient to accomplish the
foregoing or are incidental thereto or connected therewith; and
(ix) subject to compliance with the Basic Documents and the Series
Related Documents with respect to each Series, to engage in such other
activities as may be required in connection with conservation of the Owner
Trust Estate and the making of distributions to the Certificateholders and
the Noteholders.
(b) The Trust is hereby authorized to engage in the foregoing activities.
The Trust shall not engage in any activity other than in connection with the
foregoing or other than as required or authorized by the terms of this
Agreement, the Basic Documents or any Series Related Documents.
Appointment of Owner Trustee . The Depositor hereby appoints the Owner
Trustee as trustee of the Trust effective as of the date hereof, to have all the
rights, powers and duties set forth herein.
Initial Capital Contribution of Trust Estate . The Depositor hereby sells,
assigns, transfers, conveys and sets over to the Owner Trustee, as of the date
hereof, the sum of $1 and one share of Class SV Preferred Stock of the
Depositor. The Owner Trustee hereby acknowledges receipt in trust from the
Depositor, as of the date hereof, of the foregoing contribution, which shall
constitute the initial Owner Trust Estate. The Depositor shall pay
organizational expenses of the Trust as they may arise.
Declaration of Trust . The Owner Trustee hereby declares that it will hold
the Owner Trust Estate in trust upon and subject to the conditions set forth
herein for the use and benefit of the Certificateholders, subject to the
obligations of the Trust under the Basic Documents and the Series Related
Documents with respect to each Series. It is the intention of the parties hereto
that the Trust constitute a business trust under the Business Trust Statute and
that this Agreement constitute the governing instrument of such business trust.
It is the intention of the parties hereto that, solely for income tax purposes,
the Trust shall be treated as a branch; provided, however, that in the event
Certificates are owned by more than one Certificateholder, it is the intention
of the parties hereto that, solely for income and franchise tax purposes, the
Trust shall then be treated as a partnership and that, unless otherwise required
by appropriate tax authorities, only after such time the Trust will file or
cause to be filed annual or other necessary returns, reports and other forms
consistent with the characterization of the Trust as a partnership for such tax
purposes. Effective as
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of the date hereof, the Owner Trustee shall have all rights, powers and duties
set forth herein and to the extent not inconsistent herewith, in the Business
Trust Statute with respect to accomplishing the purposes of the Trust. The Owner
Trustee shall file the Certificate of Trust with the Secretary of State.
Liability. (a) The Depositor shall pay organizational expenses of the
Trust as they may arise or shall, upon the request of the Owner Trustee,
promptly reimburse the Owner Trustee for any such expenses paid by the Owner
Trustee.
(b) No Holder, other than to the extent set forth in clause (a), shall have
any personal liability for any liability or obligation of the Trust.
Title to Trust Property . (a) Legal title to all the Owner Trust Estate
shall be vested at all times in the Trust as a separate legal entity except
where applicable law in any jurisdiction requires title to any part of the Owner
Trust Estate to be vested in a trustee or trustees, in which case title shall be
deemed to be vested in the Owner Trustee, a co-trustee and/or a separate
trustee, as the case may be.
(b) The holders of the Series Trust Certificates shall not have legal title
to any part of the related Series Trust Estate. The Holders of the Series Trust
Certificates shall be entitled to receive distributions with respect to their
undivided ownership interest therein in accordance with the terms hereof and the
related Series Supplement. No transfer, by operation of law or otherwise, of any
right, title or interest by any Certificateholder of its ownership interest in
the Owner Trust Estate shall operate to terminate this Agreement or the trusts
hereunder or entitle any transferee to an accounting or to the transfer to it of
legal title to any part of any Series Trust Estate.
Situs of Trust . The Trust will be located and administered in the State of
Delaware. All bank accounts maintained by the Owner Trustee on behalf of the
Trust shall be located in the State of Minnesota. Payments will be received by
the Trust in Minnesota and payments will be made by the Trust from Minnesota.
The Trust shall not have any employees in any state other than Delaware;
provided, however, that nothing herein shall restrict or prohibit the Owner
Trustee, the Master Servicer or any agent of the Trust from having employees
within or without the State of Delaware. The only office of the Trust will be at
the Corporate Trust Office in Delaware.
Representations and Warranties of the Depositor . The Depositor makes the
following representations and warranties on which the Owner Trustee relies in
accepting the Owner Trust Estate in trust and issuing the Certificates and Notes
and upon which any Series Support Provider relies in providing any Series
Support. Each of the following representations and warranties shall be deemed to
be
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made on each date on which a Series Trust Estate is pledged under the Indenture.
(a) Organization and Good Standing. The Depositor is duly organized and
validly existing as a Nevada corporation with power and authority to own its
properties and to conduct its business as such properties are currently owned
and such business is presently conducted and is proposed to be conducted
pursuant to this Agreement and the Basic Documents.
(b) Due Qualification. It is duly qualified to do business as a foreign
corporation in good standing, and has obtained all necessary licenses and
approvals, in all jurisdictions in which the ownership or lease of its property,
the conduct of its business and the performance of its obligations under this
Agreement and the Basic Documents requires such qualification and in which the
failure to so qualify would have a material adverse effect on the business,
properties, assets or condition (financial or otherwise) of the Depositor.
(c) Power and Authority. The Depositor has the corporate power and
authority to execute and deliver this Agreement and to carry out its terms; the
Depositor has full power and authority to sell and assign the property to be
sold and assigned to and deposited with the Trust; the Depositor has duly
authorized such sale, assignment and deposit to the Trust by all necessary
corporate action; and the execution, delivery and performance of this Agreement
has been duly authorized by the Depositor by all necessary corporate action.
(d) Binding Obligations. This Agreement, when duly executed and delivered,
shall constitute legal, valid and binding obligations of the Depositor
enforceable against the Depositor in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization or other
similar laws affecting the enforcement of creditors' rights generally and by
equitable limitations on the availability of specific remedies, regardless of
whether such enforceability is considered in a proceeding in equity or at law.
(e) No Consent Required. To the best knowledge of the Depositor, no
consent, license, approval or authorization or registration or declaration with,
any Person or with any governmental authority, bureau or agency is required in
connection with the execution, delivery or performance of this Agreement, the
Basic Documents and the applicable Series Related Documents, except for such as
have been obtained, effected or made or as to which a failure to obtain, effect
or make would not have a material adverse effect on the business, properties,
assets or condition (financial or other) of the Depositor.
(f) No Violation. The consummation of the transactions contemplated by this
Agreement and the fulfillment of the terms hereof do not conflict with, result
in any breach of any of the terms and provisions of, or constitute (with or
without notice or lapse of time) a default under, the articles of incorporation
or by-laws of the Depositor, or any material indenture, agreement or other
instrument to which the Depositor is a party or by which it is bound; nor result
in the creation or imposition of any Lien upon any of its properties pursuant to
the terms of any such indenture, agreement or other instrument (other than
pursuant to the Basic Documents or any applicable Series Related Documents); nor
violate any law or, to the best of the Depositor's knowledge, any order, rule or
regulation
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applicable to the Depositor of any court or of any Federal or state regulatory
body, administrative agency or other governmental instrumentality having
jurisdiction over the Depositor or its properties.
(g) No Proceedings. To the best of the Depositor's knowledge, there are no
proceedings or investigations pending or, to its knowledge threatened against it
before any court, regulatory body, administrative agency or other tribunal or
governmental instrumentality having jurisdiction over it or its properties (A)
asserting the invalidity of this Agreement or any of the Basic Documents, (B)
seeking to prevent the issuance of the Certificates or the Notes or the
consummation of any of the transactions contemplated by this Agreement or any of
the Basic Documents, (C) seeking any determination or ruling that might
materially and adversely affect its performance of its obligations under, or the
validity or enforceability of, this Agreement, any of the Basic Documents or any
Series Related Documents, or (D) seeking to adversely affect the federal income
tax or other federal, state or local tax attributes of any of the Notes or
Certificates.
Federal Income Tax Allocations . In the event that the Trust is treated as
a partnership for Federal income tax purposes, net income of the Trust for any
month as determined for Federal income tax purposes (and each item of income,
gain, loss, credit and deduction entering into the computation thereof) shall be
allocated:
(a) with respect to each Series, to the extent of available net income with
respect to the related Series Trust Estate, among the Certificateholders of such
Series as of the first Record Date following the end of such month, in
proportion to their ownership of principal amount of Certificates of such Series
on such date, an amount of net income up to the sum of (i) the
Certificateholders' Monthly Interest Distributable Amount for such month with
respect to such Series, (ii) Certificateholders' Interest Carryover Shortfall
for such month with respect to such Series, and (iii) the portion of the market
discount on the related Receivables accrued during such month that is allocable
to the excess of the initial aggregate principal amount of the Certificates of
such Series over their initial aggregate issue price;
with respect to the Owner Trust Certificates, available net income with
respect to the Unpledged Trust estate among the Holders of the Owner Trust
Certificates as of the first Record Date following the end of such month; and
(b) to the Depositor, to the extent of any remaining net income.
If the net income of the Trust with respect to any Series for any month is
insufficient for the allocations described in clause (a) above, subsequent net
income shall first be allocated to make up such shortfall before being allocated
as provided in clause (c). Net losses of the Trust with respect to any Series
(or with respect to the Unpledged Trust Estate), if any, for any month as
determined for Federal income tax purposes (and each item of income, gain, loss,
credit and deduction entering into the computation thereof) shall be allocated
among the Certificateholders of such Series, or the Holders of the
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Owner Trust Certificates, as the case may be, as of the Record Date in
proportion to their ownership of principal amount of Certificates of such Series
on such Record Date until the principal balance of the Certificates is reduced
to zero. The Depositor is authorized to modify the allocations in this paragraph
if necessary or appropriate, in its sole discretion, for the allocations to
fairly reflect the economic income, gain or loss to the Certificateholders of
such Series, or as otherwise required by the Code.
Covenants of the Depositor. The Depositor agrees and covenants for the
benefit of each Series Secured Party and the Owner Trustee and the Trustee for
the benefit of the Noteholders, during the term of this Agreement, and to the
fullest extent permitted by applicable law, that:
(a) it shall not create, incur or suffer to exist any indebtedness or
engage in any business, except, in each case, as permitted by its certificate of
incorporation, the Basic Documents and the Series Related Documents;
(b) it shall not, for any reason, institute proceedings for the Trust to be
adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy
or insolvency proceedings against the Trust, or file a petition seeking or
consenting to reorganization or relief under any applicable federal or state law
relating to the bankruptcy of the Trust, or consent to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Trust or a substantial part of the property of the Trust or
cause or permit the Trust to make any assignment for the benefit of creditors,
or admit in writing the inability of the Trust to pay its debts generally as
they become due, or declare or effect a moratorium on the debt of the Trust or
take any action in furtherance of any such action;
(c) it shall obtain from each counterparty to each Basic Document to which
it or the Trust is a party and each other agreement entered into on or after the
date hereof to which it or the Trust is a party, an agreement by each such
counterparty that prior to the occurrence of the event specified in Section
9.1(e) such counterparty shall not institute against, or join any other Person
in instituting against, it or the Trust, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings or other similar proceedings
under the laws of the United States or any state of the United States; and
(d) it shall not, for any reason, withdraw or attempt to withdraw from this
Agreement, dissolve, institute proceedings for it to be adjudicated a bankrupt
or insolvent, or consent to the institution of bankruptcy or insolvency
proceedings against it, or file a petition seeking or consenting to
reorganization or relief under any applicable federal or state law relating to
bankruptcy, or consent to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of it or a substantial part of
its property, or make any assignment for the benefit of creditors, or admit in
writing its inability to pay its debts generally as they become due, or declare
or effect a moratorium on its debt or take any action in furtherance of any such
action.
Covenants of the Certificateholders. Each Certificateholder agrees:
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(a) to be bound by the terms and conditions of the related
Certificates, of this Agreement and, with respect to the holders of Series
Trust Certificates, of the related Series Supplement, including any
supplements or amendments hereto and to perform the obligations of a
Certificateholder as set forth therein or herein, in all respects as if it
were a signatory hereto. This undertaking is made for the benefit of the
Trust, the Owner Trustee and any related Series Secured Parties;
(b) to hereby appoint the Depositor as such Certificateholder's agent
and attorney-in-fact to sign any federal income tax information return
filed on behalf of the Trust, if any, and agree that, if requested by the
Trust, it will sign such federal income tax information return in its
capacity as holder of an interest in the Trust. Each Certificateholder also
hereby agrees that in its tax returns it will not take any position
inconsistent with those taken in any tax returns that may be filed by the
Trust;
(c) if such Certificateholder is other than an individual or other
entity holding its Certificate through a broker who reports securities
sales on Form 1099-B, to notify the Owner Trustee of any transfer by it of
a Certificate in a taxable sale or exchange, within 30 days of the date of
the transfer;
(d) until the completion of the events specified in Section 9.1(e),
not to, for any reason, institute proceedings for the Trust or the
Depositor to be adjudicated a bankrupt or insolvent, or consent to the
institution of bankruptcy or insolvency proceedings against the Trust, or
file a petition seeking or consenting to reorganization or relief under any
applicable federal or state law relating to bankruptcy, or consent to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator (or
other similar official) of the Trust or a substantial part of its property,
or cause or permit the Trust to make any assignment for the benefit of its
creditors, or admit in writing its inability to pay its debts generally as
they become due, or declare or effect a moratorium on its debt or take any
action in furtherance of any such action; and
(e) that there shall not be more than 98 other holders of
Certificates.
ARTICLE III
Certificates and Transfer of Interests
--------------------------------------
Initial Ownership. Upon the formation of the Trust by the contribution by
the Depositor pursuant to Section 2.5, the Trust shall issue an Owner Trust
Certificate to the Depositor having an initial principal amount of $1, and
thereafter shall have a principal amount equal to the Principal Balance of the
Receivables included in the Unpledged Trust Estate.
The Certificates; Issuable in Series. (a) The Series Certificates shall be
issued in denominations of $100,000 and integral multiples of $1,000 in excess
thereof. The Owner Trust Certificates shall have no restrictions as to
denomination. The Certificates shall be executed on behalf of the Trust
14
by manual or facsimile signature of an authorized officer of the Owner Trustee.
Certificates bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures shall have been affixed, authorized to sign on
behalf of the Trust, shall be validly issued and entitled to the benefit of this
Agreement, notwithstanding that such individuals or any of them shall have
ceased to be so authorized prior to the authentication and delivery of such
Certificates or did not hold such offices at the date of authentication and
delivery of such Certificates. A transferee of a Certificate shall become a
Certificateholder, and shall be entitled to the rights and subject to the
obligations of a Certificateholder hereunder, upon due registration of such
Certificate in such transferee's name pursuant to Section 3.4.
(b) No Series Trust Certificates shall be issued under this Agreement
unless such Certificates have been authorized pursuant to a Series Supplement
and all conditions precedent to the issuance thereof, as specified in the
related Series Supplement shall have been satisfied. All Series Trust
Certificates of each Series issued under this Agreement shall be in all respects
entitled to the benefits hereof and of the related Series Trust Estate. All
Owner Trust Certificates issued under this Agreement shall be in all respects
entitled to the benefits hereof and of the Unpledged Trust Estate.
Authentication of Certificates. Concurrently with each initial pledge of
Receivables under the Indenture and a related Series Supplement, the Trust shall
issue Certificates of the related Series, in an aggregate principal amount equal
to the initial Certificate Balance of such Series. The Owner Trustee shall cause
the related Certificates to be executed on behalf of the Trust, authenticated
and delivered to or upon the written order of the Depositor, signed by its
chairman of the board, its president or any vice president, its treasurer or any
assistant treasurer without further corporate action by the Depositor, in
authorized denominations. No Certificate shall entitle its holder to any benefit
under this Agreement or, with respect to a Series, the related Series
Supplement, or shall be valid for any purpose, unless there shall appear on such
Certificate a certificate of authentication substantially in the form set forth
in Exhibit A, executed by the Owner Trustee or its authenticating agent, by
manual signature; such authentication shall constitute conclusive evidence that
such Certificate shall have been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
Registration of Transfer and Exchange of Certificates. The Certificate
Registrar shall keep or cause to be kept, at the office or agency maintained
pursuant to Section 3.8, a Certificate Register in which, subject to such
reasonable regulations as it may prescribe, the Owner Trustee shall provide for
the registration of Certificates and of transfers and exchanges of Certificates
as herein provided. The Owner Trustee shall be the initial Certificate
Registrar.
The Certificates have not been registered under the Securities Act of 1933, as
amended (the "Securities Act") or any state securities law. The Certificate
Registrar shall not register the transfer of any Certificate unless such resale
or transfer is pursuant to an effective registration statement under the
Securities Act or is to the Depositor or unless it
15
shall have received (i) a representation letter substantially in the form of
Exhibit D hereto or (ii) such other representations (or an Opinion of Counsel)
satisfactory to the Owner Trustee to the effect that such resale or transfer is
made (A) in a transaction exempt from the registration requirements of the
Securities Act and applicable state securities laws, or (B) to a person who the
transferor of the Certificate reasonably believes is a qualified institutional
buyer (within the meaning of Rule 144A under the Securities Act) that is aware
that such resale or other transfer is being made in reliance upon Rule 144A.
Until the earlier of (i) such time as the Certificates shall be registered
pursuant to a registration statement filed under the Securities Act and (ii) the
date three years from the later of the date of the original authentication and
delivery of the Certificates and the date any Certificate was acquired from the
Seller or any affiliate of the Seller, the Certificates shall bear a legend as
follows:
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR THE SECURITIES LAWS OF ANY STATE IN RELIANCE UPON
EXEMPTIONS PROVIDED BY THE SECURITIES ACT AND SUCH STATE
SECURITIES LAWS. NO RESALE OR OTHER TRANSFER OF THIS
CERTIFICATE MAY BE MADE UNLESS SUCH RESALE OR TRANSFER (A)
IS MADE IN ACCORDANCE WITH SECTION 3.4 OF THE OWNER TRUST
AGREEMENT PERTAINING TO THE HOUSEHOLD AUTO RECEIVABLES TRUST
I (THE "AGREEMENT") AND (B) IS MADE (i) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
(ii) IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS, (iii) TO THE SELLER OR (iv) TO A PERSON WHO
THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER
THE SECURITIES ACT THAT IS AWARE THAT THE RESALE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND (C) UPON
THE SATISFACTION OF CERTAIN OTHER REQUIREMENTS SPECIFIED IN
THE AGREEMENT. NEITHER THE SELLER, THE MASTER SERVICER, THE
TRUST NOR THE OWNER TRUSTEE IS OBLIGATED TO REGISTER THE
CERTIFICATES UNDER THE SECURITIES ACT OR ANY APPLICABLE
STATE SECURITIES LAWS.
The Certificate Registrar shall not register the initial placement of the
Certificates unless it shall have received a Purchaser Representation Letter in
the form of
16
Exhibit C.
The Certificate Registrar shall provide the Trustee Collateral Agent with a
list of the names and addresses of the Certificateholders on each Series Closing
Date in the form which such information is provided to the Certificate Registrar
by the Depositor. Upon any transfers of Certificates, the Certificate Registrar
shall notify the Trust Collateral Agent of the name and address of the
transferee in writing, by facsimile, on the day of such transfer.
Upon surrender for registration of transfer of any Certificate at the
office or agency maintained pursuant to Section 3.8, the Owner Trustee shall
execute, authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of the same Series in authorized
denominations and aggregate principal amount, dated the date of authentication
by the Owner Trustee or any authenticating agent. At the option of a Holder,
Certificates may be exchanged for other Certificates of the same Series in
authorized denominations of a like aggregate principal amount upon surrender of
the Certificates of the same Series, to be exchanged at the office or agency
maintained pursuant to Section 3.8.
Every Certificate presented or surrendered for registration of transfer or
exchange shall be accompanied by a written instrument of transfer in form
satisfactory to the Owner Trustee and the Certificate Registrar duly executed by
the Certificateholder or his attorney duly authorized in writing, with such
signature guaranteed by an "eligible guarantor institution" meeting the
requirements of the Certificate Registrar, which requirements include membership
or participation in the Securities Transfer Agent's Medallion Program ("STAMP")
or such other "signature guarantee program" as may be determined by the
Certificate Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Exchange Act. Each Certificate surrendered for registration
of transfer or exchange shall be canceled and subsequently disposed of by the
Owner Trustee in accordance with its customary practice.
No service charge shall be made for any registration of transfer or
exchange of Certificates, but the Owner Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.
Notwithstanding the preceding provisions of this Section, the Owner Trustee
shall not be required to make, and the Certificate Registrar shall not be
required to register, transfers and exchanges of Certificates for a period of 15
days preceding the due date for any payment with respect to the Certificate.
Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated
Certificate shall be surrendered to the Certificate Registrar, or if the
Certificate Registrar shall receive evidence to its satisfaction of the
destruction, loss or theft of any Certificate and (b) there shall be delivered
to the Certificate Registrar and the Owner Trustee, such security or indemnity
as may be
17
required by them to save each of them harmless, then in the absence of
notice that such Certificate shall have been acquired by a bona fide purchaser,
the Owner Trustee on behalf of the Trust shall execute and the Owner Trustee or
its authenticating agent shall authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like Series principal balance. In connection with the issuance of
any new Certificate under this Section, the Owner Trustee or the Certificate
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith. Any duplicate
Certificate issued pursuant to this section shall constitute conclusive evidence
of an ownership interest in the Trust, as if originally issued, whether or not
the lost, stolen or destroyed Certificate shall be found at any time.
Persons Deemed Certificateholders. Every Person by virtue of becoming a
Certificateholder in accordance with this Agreement and the rules and
regulations of the Certificate Registrar shall be deemed to be bound by the
terms of this Agreement. Prior to due presentation of a Certificate for
registration of transfer, the Owner Trustee, the Certificate Registrar and any
agent of the Owner Trustee and the Certificate Registrar may treat the Person in
whose name any Certificate shall be registered in the Certificate Register as
the owner of such Certificate for the purpose of receiving distributions
pursuant hereto, the Indenture or any Series Supplement (in the case of a Series
Trust Certificate) and for all other purposes whatsoever, and none of the Owner
Trustee, the Certificate Registrar, nor any agent of the Owner Trustee or the
Certificate Registrar shall be bound by any notice to the contrary.
Access to List of Certificateholders' Names and Addresses. The Owner
Trustee or the Certificate Registrar shall furnish or cause to be furnished to
the Master Servicer, the Depositor or Owner Trustee within 15 days after receipt
by the Owner Trustee or the Certificate Registrar of a request therefor from
such Person in writing, a list, of the names and addresses of the
Certificateholders as of the most recent Record Date. If three or more Holders
of Certificates or one or more Holders of Certificates evidencing not less than
25% of the Certificate Balance apply in writing to the Owner Trustee or the
Certificate Registrar, and such application states that the applicants desire to
communicate with other Certificateholders with respect to their rights under
this Agreement, under the Certificates of such Series or under the related
Series Supplement and such application is accompanied by a copy of the
communication that such applicants propose to transmit, then the Owner Trustee
or the Certificate Registrar shall, within five Business Days after the receipt
of such application, afford such applicants access during normal business hours
to the current list of Certificateholders of such Series. Each Holder, by
receiving and holding a Certificate, shall be deemed to have agreed not to hold
any of the Depositor, the Master Servicer, the Owner Trustee or any agent
thereof accountable by reason of the disclosure of its name and address,
regardless of the source from which such information was derived.
Maintenance of Office or Agency.
18
The Owner Trustee or the Certificate Registrar shall maintain in Wilmington,
Delaware, an office or offices or agency or agencies where Certificates may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Owner Trustee in respect of the Certificates and the
Basic Documents may be served. The Owner Trustee initially designates its
Corporate Trust Office for such purposes. The Owner Trustee shall give prompt
written notice to the Depositor, the Certificateholders and (unless a Support
Default shall have occurred and be continuing) any Series Support Provider of
any change in the location of the Certificate Register or any such office or
agency.
ERISA Restrictions. The Certificates may not be acquired by or for the
account of (i) an employee benefit plan (as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is
subject to the provisions of Title I of ERISA, (ii) a plan described in Section
4975(e)(1) of the Internal Revenue Code of 1985, as amended, or (iii) any entity
whose underlying assets include plan assets by reason of a plan's investment in
the entity (each, a "Benefit Plan"). By accepting and holding its beneficial
ownership interest in its Certificate, the Holder thereof shall be deemed to
have represented and warranted that it is not a Benefit Plan.
Securities Matters. Notwithstanding anything contained herein to the
contrary, the Owner Trustee shall not be responsible for ascertaining whether
any transfer complies with the registration provisions or exemptions from the
Securities Act, the Exchange Act, applicable state securities law or the
Investment Company Act; provided, however, that if a certificate is specifically
required to be delivered to the Owner Trustee by a purchaser or transferee of a
Certificate, the Owner Trustee shall be under a duty to examine the same to
determine whether it conforms to the requirements of this Trust Agreement and
shall promptly notify the party delivering the same if such certificate does not
so conform.
Payments on Owner Trust Certificates. On each Distribution Date the
Certificate Paying Agent shall distribute pro rata to the Holders of the Owner
Trust Certificates amounts received pursuant to Section 5.5 of the Master Sale
and Servicing Agreement representing Collected Funds with respect to the
Unpledged Trust Estate.
Paying Agent. Distributions to be made in respect of the Certificates
pursuant to this Agreement, or any Series Supplement shall be made by the
Certificate Paying Agent, by wire transfer or check mailed to the
Certificateholder of record in the Certificate Register without the presentation
or surrender of the Certificate or the making of any notation thereon, except as
provided in Section 9.1(c) with respect to the final distribution on a Series
Trust
19
Certificates or the Owner Trust Certificates.
ARTICLE IV
Voting Rights and Other Actions
-------------------------------
Prior Notice to Holders with Respect to Certain Matters. With respect to
the following matters, the Owner Trustee shall not take action unless at least
30 days before the taking of such action, the Owner Trustee shall have notified
the Certificateholders in writing of the proposed action and the Certificate
Majority shall not have notified the Owner Trustee in writing prior to the 30th
day after such notice is given that such Certificateholders have withheld
consent or provided alternative direction
(a) the election by the Trust to file an amendment to the Certificate of
Trust, which amendment shall have satisfied the Rating Agency Condition (unless
such amendment is required to be filed under the Business Trust Statute or
unless such amendment would not materially and adversely affect the interests of
the Holders);
(b) the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Noteholder is required;
(c) the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Noteholder is not required and such
amendment materially adversely affects the interest of the Certificateholders;
or
(d) except pursuant to Section 13.1(b) of the Master Sale and Servicing
Agreement, the amendment, change or modification of the Master Sale and
Servicing Agreement, except to cure any ambiguity or defect or to amend or
supplement any provision in a manner that would not materially adversely affect
the interests of the Certificateholders.
(e) the Depositor shall not, without the unanimous consent of the holders
of the Class SV Preferred Stock of the Depositor, institute proceedings to be
adjudicated insolvent, or consent to the institution of any bankruptcy or
insolvency case or proceedings against it, or file or consent to a petition
under any applicable federal or state law relating to bankruptcy, seeking the
Depositor's liquidation or reorganization or any other relief for the
Corporation as debtor, or consent to the appointment of a receiver, liquidator,
assignee, trustee, custodian or sequestrator (or other similar official) of the
Corporation or a substantial part of its property, or make any assignment for
the benefit of creditors, or admit in writing its inability to pay its debts
generally as they become due, or take any corporate action in furtherance of
such action.
The Owner Trustee shall notify the Certificateholders in writing of any
appointment of a successor Note Registrar, Trust Collateral Agent or Certificate
Registrar within five Business Days thereof.
Action by Certificateholders with Respect to Certain Matters. The Owner
Trustee shall not have the power (a) to remove the Master Servicer under
20
the Master Sale and Servicing Agreement or (b) except as expressly provided in
the Indenture and the related Series Supplement and at the direction of the
Certificateholders, sell the Receivables after the termination of the Indenture.
The Owner Trustee shall take the actions referred to in the preceding sentence
only upon written instructions signed by the Certificateholders and the
furnishing of indemnification satisfactory to the Owner Trustee by the
Certificateholders.
Action by Certificateholders with Respect to Bankruptcy. Until one year and
one day following the date of payment in full of the Notes of each Series have
been paid in full, the Owner Trustee shall not have the power to, and shall not,
commence any proceeding or other actions contemplated by Section 2.13(d) hereof
relating to the Trust without the prior written consent of all the Series
Secured Parties and of all the Certificateholders and the delivery to the Owner
Trustee by each such Certificateholder of a certificate certifying that such
Certificateholder reasonably believes that the Trust is insolvent.
Restrictions on Certificateholders' Power. (a) The Certificateholders shall
not direct the Owner Trustee to take or refrain from taking any action if such
action or inaction would be contrary to any obligation of the Trust or the Owner
Trustee under this Agreement, any of the Basic Documents or any Series Related
Documents or would be contrary to Section 2.3 or otherwise contrary to law nor
shall the Owner Trustee be obligated to follow any such direction, if given.
(b) No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action, or
proceeding in equity or at law upon or under or with respect to this
Agreement or any Basic Document, unless there are no outstanding notes of any
Series and unless the Certificate Majority previously shall have given to the
Owner Trustee a written notice of default and of the continuance thereof, as
provided in this Agreement, and also unless the Certificate Majority shall
have made written request upon the Owner Trustee to institute such action,
suit or proceeding in its own name as Owner Trustee under this Agreement and
shall have offered to the Owner Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred therein or
thereby, and the Owner Trustee, for 30 days after its receipt of such notice,
request, and offer of indemnity, shall have neglected or refused to institute
any such action, suit, or proceeding, and during such 30-day period no
request or waiver inconsistent with such written request has been given to
the Owner Trustee pursuant to and in compliance with this section or Section
6.3; it being understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and the Owner Trustee,
that no one or more Holders of Certificates shall have any right in any
manner whatever by virtue or by availing itself or themselves of any
provisions of this Agreement to affect, disturb, or prejudice the rights of
the Holders of any other of the Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner provided in this Agreement and for
the equal, ratable, and common benefit of all Certificateholders. For the
protection and enforcement of the provisions of this Section 4.4, each and
every
21
Certificateholder and the Owner Trustee shall be entitled to such relief as can
be given either at law or in equity.
Majority Control. No Certificateholder shall have any right to vote or in
any manner otherwise control the operation and management of the Trust except as
expressly provided in this Agreement. Except as expressly provided herein, any
action that may be taken by the Certificateholders under this Agreement may be
taken by the Certificate Majority. Except as expressly provided herein, any
written notice of the Certificateholders delivered pursuant to this Agreement
shall be effective if signed by the Certificate Majority at the time of the
delivery of such notice.
ARTICLE V
Certain Duties
--------------
Accounting and Records to the Noteholders, Certificate-holders, the
Internal Revenue Service and Others. Subject to Sections 12.1(b)(iii) and
12.1(c) of the Master Sale and Servicing Agreement, the Holder of the Owner
Trust Certificate shall (a) maintain (or cause to be maintained) the books of
the Trust on a calendar year basis on the accrual method of accounting,
including, without limitation, the allocations of net income under Section 2.11,
(b) deliver (or cause to be delivered) to each Certificateholder, as may be
required by the Code and applicable Treasury Regulations, such information as
may be required (including Schedule K-1, if applicable) to enable each
Certificateholder to prepare its Federal and state income tax returns, (c) file
or cause to be filed, if necessary, such tax returns relating to the Trust
(including a partnership information return, Form 1065), and direct the Owner
Trustee or the Master Servicer, as the case may be, to make such elections as
may from time to time be required or appropriate under any applicable state or
Federal statute or rule or regulation thereunder so as to maintain the Trust's
characterization as a branch, or if applicable, as a partnership, for Federal
income tax purposes and (d) collect or cause to be collected any withholding tax
as described in and in accordance with the Master Sale and Serving Agreement or
any Series Supplement with respect to income or distributions to
Certificateholders and the appropriate forms relating thereto. The Owner Trustee
or the Master Servicer, as the case may be, shall make all elections pursuant to
this Section 5.1 as directed in writing by the Depositor. The Owner Trustee
shall sign all tax information returns, if any, filed pursuant to this Section
5.1 and any other returns as may be required by law, and in doing so shall rely
entirely upon, and shall have no liability for information provided by, or
calculations provided by, the Depositor or the Master Servicer. The Owner
Trustee shall elect under Section 1278 of the Code to include in income
currently any market discount that accrues with respect to the Receivables. The
Owner Trustee shall not make the election provided under Section 754 of the
Code.
Signature on Returns; Tax Matters Partner.
22
(a) Notwithstanding the provisions of Section 5.1 and in the event that the
Trust is characterized as a partnership, the Owner Trustee shall sign on behalf
of the Trust the tax returns of the Trust, unless applicable law requires a
Certificateholder to sign such documents, in which case such documents shall be
signed by the Depositor.
(b) In the event that the Trust is characterized as a partnership, the
Depositor shall be the "tax matters partner" of the Trust pursuant to the Code.
Note Purchase Agreements. The Master Servicer is hereby authorized to
execute and deliver on behalf of the Trust one or more Note Purchase Agreements
with respect to the Notes.
ARTICLE VI
Authority and Duties of Owner Trustee
-------------------------------------
General Authority. The Owner Trustee is authorized and directed to execute
and deliver the Basic Documents and each Series Supplement and the related
Series Related Documents to which the Trust is named as a party and each
certificate or other document attached as an exhibit to or contemplated by the
Basic Documents and each Series Supplement and the related Series Related
Documents to which the Trust is named as a party and any amendment thereto, in
each case, in such form as the Holder of the Owner Trust Certificate shall
approve as evidenced conclusively by the Owner Trustee's execution thereof, and
on behalf of the Trust, to direct the Trustee to authenticate and deliver each
Series of Notes (or Class of such Series). In addition to the foregoing, the
Owner Trustee is authorized, but shall not be obligated, to take all actions
required of the Trust pursuant to the Basic Documents and each Series Supplement
and the related Series Related Documents. The Owner Trustee is further
authorized from time to time to take such action as the Certificate Majority
recommends with respect to the Basic Documents and each Series Supplement and
the related Series Related Documents so long as such activities are consistent
with the terms of the Basic Documents and each Series Supplement and the related
Series Related Documents.
General Duties. It shall be the duty of the Owner Trustee to discharge (or
cause to be discharged) all of its responsibilities pursuant to the terms of
this Agreement and to administer the Trust in accordance with the provisions of
this Agreement and in the interest of the Holders, subject to the Basic
Documents and, with respect to Series Trust Certificates, each Series Supplement
and the related Series Related Documents. Notwithstanding the foregoing, the
Owner Trustee shall be deemed to have discharged its duties and responsibilities
hereunder and under the Basic Documents and, with respect to Series Trust
Certificates, each Series Supplement and the related Series Related Documents to
the extent the Master Servicer has agreed in the Master Sale and Servicing
Agreement to perform any act or to discharge any duty of the Trust or the Owner
Trustee hereunder or under any
23
Basic Document and, with respect to Series Trust Certificates, each Series
Supplement and the related Series Related Documents, and the Owner Trustee shall
not be liable for the default or failure of the Master Servicer to carry out its
obligations under the Master Sale and Servicing Agreement.
Action upon Instruction. (a) Subject to Article IV, the Certificate
Majority shall have the exclusive right to direct the actions of the Owner
Trustee in the management of the Trust, so long as such instructions are not
inconsistent with the express terms set forth herein, in any Basic Document or,
with respect to Series Trust Certificates, in any Series Supplement or in any
Series Related Document. The Certificate Majority shall not instruct the Owner
Trustee in a manner inconsistent with this Agreement or the Basic Documents or,
with respect to Series Trust Certificates, any Series Supplement or any Series
Related Document.
(b) The Owner Trustee shall not be required to take any action hereunder or
under any Basic Document or, with respect to Series Trust Certificates, any
Series Supplement or any Series Related Document if the Owner Trustee shall have
reasonably determined, or shall have been advised by counsel, that such action
is likely to result in liability on the part of the Owner Trustee or is contrary
to the terms hereof or of any Basic Document or, with respect to Series Trust
Certificates, any Series Supplement or any Series Related Document or is
otherwise contrary to law.
(c) Whenever the Owner Trustee is unable to decide between alternative
courses of action permitted or required by the terms of this Agreement or any
Basic Document or, with respect to Series Trust Certificates, any Series
Supplement or any Series Related Document, the Owner Trustee shall promptly give
notice (in such form as shall be appropriate under the circumstances) to the
Certificate Majority requesting instruction as to the course of action to be
adopted, and to the extent the Owner Trustee acts in good faith in accordance
with any written instruction of the Certificate Majority, the Owner Trustee
shall not be liable on account of such action to any Person. If the Owner
Trustee shall not have received appropriate instruction within ten days of such
notice (or within such shorter period of time as reasonably may be specified in
such notice or may be necessary under the circumstances) it may, but shall be
under no duty to, take or refrain from taking such action, not inconsistent with
this Agreement or the Basic Documents or, with respect to Series Trust
Certificates, any Series Supplement or any Series Related Document, as it shall
deem to be in the best interests of the Certificateholders, and shall have no
liability to any Person for such action or inaction.
(d) In the event that the Owner Trustee is unsure as to the application of
any provision of this Agreement or any Basic Document or, with respect to Series
Trust Certificates, any Series Supplement or any Series Related Document or any
such provision is ambiguous as to its application, or is, or appears to be, in
conflict with any other applicable provision, or in the event that this
Agreement permits any determination by the Owner Trustee or is silent or is
incomplete as to the course of action that the Owner Trustee is required to take
with respect to a particular set of facts, the Owner Trustee may give notice (in
such form as shall be appropriate under the circumstances) to the Certificate
Majority requesting
24
instruction and, to the extent that the Owner Trustee acts or refrains from
acting in good faith in accordance with any such instruction received, the Owner
Trustee shall not be liable, on account of such action or inaction, to any
Person. If the Owner Trustee shall not have received appropriate instruction
within 10 days of such notice (or within such shorter period of time as
reasonably may be specified in such notice or may be necessary under the
circumstances) it may, but shall be under no duty to, take or refrain from
taking such action, not inconsistent with this Agreement, the Basic Documents or
any Series Related Document, as it shall deem to be in the best interests of the
Certificateholders, and shall have no liability to any Person for such action or
inaction.
No Duties Except as Specified in this Agreement or in Instructions. The
Owner Trustee shall not have any duty or obligation to manage, make any payment
with respect to, register, record, sell, dispose of, or otherwise deal with the
Owner Trust Estate, or to otherwise take or refrain from taking any action
under, or in connection with, any document contemplated hereby to which the
Owner Trustee is a party, except as expressly provided by the terms of this
Agreement or in any document or written instruction received by the Owner
Trustee pursuant to Section 6.3; and no implied duties or obligations shall be
read into this Agreement or any Basic Document or, with respect to Series Trust
Certificates, any Series Supplement or any Series Related Document against the
Owner Trustee. The Owner Trustee shall have no responsibility for filing any
financing or continuation statement in any public office at any time or to
otherwise perfect or maintain the perfection of any security interest or lien
granted to it hereunder or to prepare or file any Commission filing for the
Trust or to record this Agreement or any Basic Document or, with respect to
Series Trust Certificates, any Series Supplement or any Series Related Document.
The Owner Trustee nevertheless agrees that it will, at its own cost and expense,
promptly take all action as may be necessary to discharge any Liens on any part
of the Owner Trust Estate that result from actions by, or claims against, the
Owner Trustee (solely in its individual capacity) and that are not related to
the ownership or the administration of the Owner Trust Estate.
No Action Except under Specified Documents or Instructions. The Owner
Trustee shall not manage, control, use, sell, dispose of or otherwise deal with
any part of the Owner Trust Estate except (i) in accordance with the powers
granted to and the authority conferred upon the Owner Trustee pursuant to this
Agreement, (ii) in accordance with the Basic Documents or any Series Related
Document and (iii) in accordance with any document or instruction delivered to
the Owner Trustee pursuant to Section 6.3.
Restrictions. The Owner Trustee shall not take any action (a) that is
inconsistent with the purposes of the Trust set forth in Section 2.3 or (b)
that, to the actual knowledge of the Owner Trustee, would result in the Trust's
becoming taxable as a corporation or a publicly traded partnership for Federal
income tax purposes. The Certificateholders shall not direct the Owner Trustee
to take action that would violate the provisions of this Section.
25
ARTICLE VII
Concerning the Owner Trustee
----------------------------
Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts
hereby created and agrees to perform its duties hereunder with respect to such
trusts but only upon the terms of this Agreement. The Owner Trustee and the
Certificate Paying Agent also agree to disburse all monies actually received by
it constituting part of the Owner Trust Estate upon the terms of this Agreement
or the Basic Documents or, with respect to Series Trust Certificates, any Series
Supplement or any Series Related Document. The Owner Trustee shall not be
answerable or accountable hereunder or under any Basic Document or, with respect
to Series Trust Certificates, any Series Supplement or any Series Related
Document under any circumstances, except (i) for its own willful misconduct, bad
faith or negligence, (ii) in the case of the inaccuracy of any representation or
warranty contained in Section 7.3 expressly made by the Owner Trustee in its
individual capacity, (iii) for liabilities arising from the failure of the Owner
Trustee to perform obligations expressly undertaken by it in the last sentence
of Section 6.4 hereof, (iv) for any investments issued by the Owner Trustee or
any branch or affiliate thereof in its commercial capacity or (v) for taxes,
fees or other charges on, based on or measured by, any fees, commissions or
compensation received by the Owner Trustee. In particular, but not by way of
limitation (and subject to the exceptions set forth in the preceding sentence):
(a) the Owner Trustee shall not be liable for any error of judgment
made by a Responsible Officer of the Owner Trustee;
(b) the Owner Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in accordance with the instructions of
the Certificate Majority, the Depositor, the Master Servicer or any
Certificateholder;
(c) no provision of this Agreement or any Basic Document or, with
respect to Series Trust Certificates, any Series Supplement or any Series
Related Document shall require the Owner Trustee to expend or risk funds or
otherwise incur any financial liability in the performance of any of its
rights or powers hereunder or under any Basic Document or, with respect to
Series Trust Certificates, any Series Supplement or any Series Related
Document if the Owner Trustee shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured or provided to it;
(d) under no circumstances shall the Owner Trustee be liable for
indebtedness evidenced by or arising under any of the Basic Documents or,
with respect to Series Trust Certificates, any Series Supplement or any
Series Related Document, including the principal of and interest on the
Notes;
(e) the Owner Trustee shall not be responsible for or in respect of
the validity or sufficiency of this Agreement or for the due execution
hereof by the Depositor or for the form, character, genuineness,
sufficiency, value or validity of any of the Owner Trust Estate or for or
in
26
respect of the validity or sufficiency of the Basic Documents or, with
respect to Series Trust Certificates, any Series Supplement or any Series
Related Document, other than the certificate of authentication on the
Certificates, and the Owner Trustee shall in no event assume or incur any
liability, duty or obligation to the Depositor, any Series Support
Provider, Trustee, Trust Collateral Agent, the Collateral Agent, any
Noteholder or to any Certificateholder, other than as expressly provided
for herein, in the Basic Documents or, with respect to Series Trust
Certificates, any Series Supplement or any Series Related Document;
(f) the Owner Trustee shall not be liable for the default or
misconduct of the Depositor, any Series Support Provider, the Trustee, the
Trust Collateral Agent or the Master Servicer under any of the Basic
Documents or otherwise and the Owner Trustee shall have no obligation or
liability to perform the obligations under this Agreement, the Basic
Documents or, with respect to Series Trust Certificates, any Series
Supplement or any Series Related Document that are required to be performed
by the Depositor under this Agreement, by the Trustee under the Indenture,
any Series Supplement or any Series Related Document or the Trust
Collateral Agent or the Master Servicer under the Master Sale and Servicing
Agreement or any Series Supplement or any Series Related Document; and
(g) the Owner Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Agreement, or to institute,
conduct or defend any litigation under this Agreement or otherwise or in
relation to this Agreement or any Basic Document or, with respect to Series
Trust Certificates, any Series Supplement or any Series Related Document,
at the request, order or direction of the Certificate Majority or any of
the Certificateholders, unless such Certificate Majority or
Certificateholders have offered to the Owner Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities that may be
incurred by the Owner Trustee therein or thereby. The right of the Owner
Trustee to perform any discretionary act enumerated in this Agreement or in
any Basic Document shall not be construed as a duty, and the Owner Trustee
shall not be answerable for other than its negligence, bad faith or willful
misconduct in the performance of any such act.
Furnishing of Documents. The Owner Trustee shall furnish to the
Certificateholders promptly upon receipt of a written request therefor,
duplicates or copies of all reports, notices, requests, demands, certificates,
financial statements and any other instruments furnished to the Owner Trustee
under the Basic Documents or, with respect to Series Trust Certificates, any
Series Supplement or any Series Related Document.
Representations and Warranties. The Owner Trustee hereby represents and
warrants, in its individual capacity, to the Depositor, the Holders and any
Series Support Provider (which shall have relied on such representations and
warranties in issuing any policy relating to Series Support), that:
(a) It is a Delaware banking corporation, duly organized and validly
existing in good standing under the laws of the State of Delaware. It has
all requisite corporate power and authority to execute, deliver and perform
its obligations under this Agreement.
27
(b) It has taken all corporate action necessary to authorize the
execution and delivery by it of this Agreement, and this Agreement will be
executed and delivered by one of its officers who is duly authorized to
execute and deliver this Agreement on its behalf.
(c) Neither the execution nor the delivery by it of this Agreement,
nor the consummation by it of the transactions contemplated hereby nor
compliance by it with any of the terms or provisions hereof will contravene
any federal or Delaware state law, governmental rule or regulation
governing the banking or trust powers of the Owner Trustee or any judgment
or order binding on it, or constitute any default under its charter
documents or by-laws or any indenture, mortgage, contract, agreement or
instrument to which it is a party or by which any of its properties may be
bound.
Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability
to anyone in acting upon any signature, instrument, notice, resolution, request,
consent, order, certificate, report, opinion, bond or other document or paper
believed by it to be genuine and believed by it to be signed by the proper party
or parties. The Owner Trustee may accept a certified copy of a resolution of the
board of directors or other governing body of any corporate party as conclusive
evidence that such resolution has been duly adopted by such body and that the
same is in full force and effect. As to any fact or matter the method of the
determination of which is not specifically prescribed herein, the Owner Trustee
may for all purposes hereof rely on a certificate, signed by the president or
any vice president or by the treasurer, secretary or other authorized officers
of the relevant party, as to such fact or matter, and such certificate shall
constitute full protection to the Owner Trustee for any action taken or omitted
to be taken by it in good faith in reliance thereon.
(b) In the exercise or administration of the trusts hereunder and in the
performance of its duties and obligations under this Agreement or the Basic
Documents, the Owner Trustee (i) may act directly or through its agents or
attorneys pursuant to agreements entered into with any of them, and the Owner
Trustee shall not be liable for the conduct or misconduct of such agents or
attorneys if such agents or attorneys shall have been selected by the Owner
Trustee with reasonable care, and (ii) may consult with counsel, accountants and
other skilled persons to be selected with reasonable care and employed by it.
The Owner Trustee shall not be liable for anything done, suffered or omitted in
good faith by it in accordance with the written opinion or advice of any such
counsel, accountants or other such persons and according to such opinion not
contrary to this Agreement or any Basic Document or, with respect to Series
Trust Certificates, any Series Supplement or any Series Related Document.
Not Acting in Individual Capacity. Except as provided in this Article VII,
in accepting the trusts hereby created Wilmington Trust Company acts solely as
Owner Trustee hereunder and not in its individual capacity and all Persons
having any claim against the Owner Trustee by reason of the transactions
contemplated by this Agreement or any Basic Document or, with respect to Series
Trust Certificates, any Series Supplement or any Series Related Document shall
look only to the Owner Trust Estate for payment or satisfaction thereof.
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Owner Trustee Not Liable for Certificates or Receivables. The recitals
contained herein and in the Certificates (other than the signature and
countersignature of the Owner Trustee on the Certificates) shall be taken as the
statements of the Depositor and the Owner Trustee assumes no responsibility for
the correctness thereof. The Owner Trustee makes no representations as to the
validity or sufficiency of this Agreement, of any Basic Document or of the
Certificates (other than the signature and countersignature of the Owner Trustee
on the Certificates) or the Notes, or of any Receivable or related documents.
The Owner Trustee shall at no time have any responsibility or liability for or
with respect to the legality, validity and enforceability of any Receivable, or
the perfection and priority of any security interest created by any Receivable
in any Financed Vehicle or the maintenance of any such perfection and priority,
or for or with respect to the sufficiency of the Owner Trust Estate or its
ability to generate the payments to be distributed to Certificateholders under
this Agreement or the Noteholders under the Indenture, including, without
limitation: the existence, condition and ownership of any Financed Vehicle; the
existence and enforceability of any insurance thereon; the existence and
contents of any Receivable on any computer or other record thereof; the validity
of the assignment of any Receivable to the Trust or of any intervening
assignment; the completeness of any Receivable; the performance or enforcement
of any Receivable; the compliance by the Depositor, the Master Servicer or any
other Person with any warranty or representation made under any Basic Document
or in any related document or the accuracy of any such warranty or
representation or any action of the Trustee or the Master Servicer or any
subservicer taken in the name of the Owner Trustee.
Owner Trustee May Own Certificates and Notes. The Owner Trustee in its
individual or any other capacity may become the owner or pledgee of Certificates
or Notes and may deal with the Depositor, the Trustee and the Master Servicer in
banking transactions with the same rights as it would have if it were not Owner
Trustee.
Payments from Owner Trust Estate All payments to be made by the Owner
Trustee or the Trust Collateral Agent under this Agreement or any of the Basic
Documents or, with respect to Series Trust Certificates, any Series Supplement
or any Series Related Document to which the Trust or the Owner Trustee is a
party shall be made only from the income and proceeds of the Owner Trust Estate
and only to the extent that the Owner Trust shall have received income or
proceeds from the Owner Trust Estate to make such payments in accordance with
the terms hereof. Wilmington Trust Company, or any successor thereto, in its
individual capacity, shall not be liable for any amounts payable under this
Agreement or any of the Basic Documents or, with respect to Series Trust
Certificates, any Series Supplement or any Series Related Document to which the
Trust or the Owner Trustee is a party.
Doing Business in Other Jurisdictions.
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Notwithstanding anything contained to the contrary, neither Wilmington Trust
Company or any successor thereto, nor the Owner Trustee shall be required to
take any action in any jurisdiction other than in the State of Delaware if the
taking of such action will, even after the appointment of a co-trustee or
separate trustee in accordance with Section 10.5 hereof, (i) require the consent
or approval or authorization or order of or the giving of notice to, or the
registration with or the taking of any other action in respect of, any state or
other governmental authority or agency of any jurisdiction other than the State
of Delaware; (ii) result in any fee, tax or other governmental charge under the
laws of the State of Delaware becoming payable by Wilmington Trust Company (or
any successor thereto); or (iii) subject Wilmington Trust Company (or any
successor thereto) to personal jurisdiction in any jurisdiction other than the
State of Delaware for causes of action arising from acts unrelated to the
consummation of the transactions by Wilmington Trust Company (or any successor
thereto) or the Owner Trustee, as the case may be, contemplated hereby.
ARTICLE VIII
Compensation of Owner Trustee
-----------------------------
Owner Trustee's Fees and Expenses. The Owner Trustee shall receive as
compensation for its services hereunder such fees as have been separately agreed
upon before the date hereof between Household and the Owner Trustee, and the
Owner Trustee shall be entitled to be reimbursed by the Depositor for its other
reasonable expenses hereunder, including the reasonable compensation, expenses
and disbursements of such agents, representatives, experts and counsel as the
Owner Trustee may employ in connection with the exercise and performance of its
rights and its duties hereunder or under the Basic Documents or, with respect to
Series Trust Certificates, under any Series Supplement or under any Series
Related Documents.
Indemnification. The Depositor shall be liable as primary obligor for, and
shall indemnify the Owner Trustee (in its individual and trust capacities) and
its officers, directors, successors, assigns, agents and servants (collectively,
the "Indemnified Parties") from and against, any and all liabilities,
obligations, losses, damages, taxes, claims, actions and suits, and any and all
reasonable costs, expenses and disbursements (including reasonable legal fees
and expenses) of any kind and nature whatsoever (collectively, "Expenses") which
may (in its trust or individual capacities) at any time be imposed on, incurred
by, or asserted against the Owner Trustee or any Indemnified Party in any way
relating to or arising out of this Agreement or the Basic Documents or, with
respect to Series Trust Certificates, any Series Supplement, any series Related
Documents, the Owner Trust Estate, the administration of the Owner Trust Estate
or the action or inaction of the Owner Trustee hereunder, except only that the
Depositor shall not be liable for or required to indemnify the Owner Trustee
from and against Expenses arising or resulting from any of the matters described
in the third sentence of Section 7.1. The indemnities contained in this Section
8.2 and the
30
rights under Section 8.1 shall survive the resignation or termination of the
Owner Trustee or the termination of this Agreement. In any event of any claim,
action or proceeding for which indemnity will be sought pursuant to this
Section, the Owner Trustee's choice of legal counsel shall be subject to the
approval of the Depositor which approval shall not be unreasonably withheld.
Payments to the Owner Trustee. Any amounts paid to the Owner Trustee in its
Trust Capacity pursuant to this Article VIII shall be deemed not to be a part of
the Owner Trust Estate immediately after such payment and any amounts so paid to
the Owner Trustee, in its individual capacity shall not be so paid out of the
Owner Trust Estate but shall be the property of the Owner Trustee in its
individual capacity.
Non-recourse Obligations. Notwithstanding anything in this Agreement or any
Basic Document or, with respect to Series Trust Certificates, any Series
Supplement or any Series Related Document, the Owner Trustee agrees in its
individual capacity and in its capacity as Owner Trustee for the Trust that all
obligations of the Trust to the Owner Trustee individually or as Owner Trustee
for the Trust shall be recourse to the Owner Trust Estate only and specifically
shall not be recourse to the assets of any Certificateholder.
ARTICLE IX
Termination of Trust Agreement
------------------------------
Termination of Trust Agreement. (a) This Agreement and the Trust shall
terminate and be of no further force or effect upon the latest of (i) the
maturity or other liquidation of the last Receivable (including the purchase
by the Master Servicer at its option of the corpus of the Trust as described
in Section 11.1 of the Master Sale and Servicing Agreement) and the
subsequent distribution of amounts in respect of such Receivables as provided
in the Basic Documents or, with respect to Series Trust Certificates, any
Series Supplement or any Series Related Document or (ii) the payment to
Noteholders and Certificateholders of each Series of all amounts required to
be paid to them pursuant to the Indenture and this Agreement and the payment
to any Series Support Provider of all amounts payable or reimbursable to it
pursuant to the related Series Supplement; provided, however, that the rights
to indemnification under Section 8.2 and the rights under Section 8.1 shall
survive the termination of the Trust. The Master Servicer shall promptly
notify the Owner Trustee of any prospective termination pursuant to this
Section 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of
any Certificateholder shall not (x) operate to terminate this Agreement or
the Trust, nor (y) entitle such Certificateholder's legal representatives or
heirs to claim an accounting or to take any action or proceeding in any court
for a partition or winding up of all or any part of the Trust or Owner Trust
Estate nor (z) otherwise affect the rights, obligations and liabilities of
the parties hereto.
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(b) Except as provided in clause (a), neither the Depositor nor any other
Certificateholder shall be entitled to revoke or terminate the Trust.
(c) Notice of any termination of a Series Trust Estate, specifying the
Distribution Date upon which the Certificateholders of such Series shall
surrender their Series Trust Certificates to the Certificate Paying Agent for
payment of the final distribution and cancellation, shall be given by the Owner
Trustee by letter to Certificateholders of such Series mailed within five
Business Days of receipt of notice of such termination given pursuant to Section
9.1(a) hereof, stating (i) the Distribution Date upon or with respect to which
final payment of the Series Trust Certificates of such Series shall be made upon
presentation and surrender of the Series Trust Certificates of such Series at
the office of the Certificate Paying Agent therein designated, (ii) the amount
of any such final payment, (iii) that the Record Date otherwise applicable to
such Distribution Date is not applicable, payments being made only upon
presentation and surrender of the Certificates of such Series at the office of
the Certificate Paying Agent therein specified and (iv) interest will cease to
accrue on the Certificates of such Series. The Owner Trustee shall give such
notice to the Certificate Registrar (if other than the Owner Trustee) and the
Certificate Paying Agent at the time such notice is given to Certificateholders.
Upon presentation and surrender of the Certificates of such Series, the
Certificate Paying Agent shall cause to be distributed to Certificateholders of
such Series amounts distributable pursuant to the related Series Supplement.
(d) In the event that all of the Certificateholders of such Series shall
not surrender their Series Trust Certificates for cancellation within six months
after the date specified in the above-mentioned written notice, the Certificate
Paying Agent shall give a second written notice to the remaining
Certificateholders of such Series to surrender their Series Trust Certificates
for cancellation and receive the final distribution with respect thereto. If
within one year after the second notice all the Certificates of such Series
shall not have been surrendered for cancellation, the Certificate Paying Agent
may take appropriate steps, or may appoint an agent to take appropriate steps,
to contact the remaining Certificateholders concerning surrender of their Series
Trust Certificates, and the cost thereof shall be paid out of the funds and
other Series Trust Estate assets that shall remain subject to this Agreement.
Any funds remaining in the Trust after exhaustion of such remedies shall be
distributed, subject to applicable escheat laws, by the Certificate Paying Agent
to the Depositor and Holders shall look solely to the Depositor for payment.
Notice of termination of the Owner Trust Certificates, specifying the
Distribution Date upon which the Certificateholders of such Owner Trust
Certificates shall surrender their Owner Trust Certificates to the Certificate
Paying Agent for payment of the final distribution and cancellation, shall be
given by the Certificate Paying Agent by letter to such Certificateholders
mailed within five Business Days of receipt of notice of such termination from
the Master Servicer given pursuant to Section 11.1(c) of the Master Sale and
Servicing Agreement. Upon presentation and surrender of the Owner Trust
Certificates, the Certificate Paying Agent shall cause to be distributed to such
Certificateholders amounts representing the final Collected Funds or other
proceeds of the Unpledged Trust Estate.
32
In the event that all of the holders of the Owner Trust Certificates shall
not surrender their Owner Certificates for cancellation within six months after
the date specified in the above-mentioned written notice, the Certificate Paying
Agent shall give a second written notice to the remaining holders of the Owner
Trust Certificates to surrender their Owner Trust Certificates for cancellation
and receive the final distribution with respect thereto. If within one year
after the second notice all the Owner Trust Certificates shall not have been
surrendered for cancellation, the Certificate Paying Agent may take appropriate
steps, or may appoint an agent to take appropriate steps, to contact the
remaining holders of the Owner Trust Certificates concerning surrender of their
Owner Trust Certificates, and the cost thereof shall be paid out of the funds
and other assets that shall remain subject to this Agreement. Any funds
remaining in the Trust after exhaustion of such remedies shall be distributed,
subject to applicable escheat laws, by the Certificate Paying Agent to the
Depositor and Holders shall look solely to the Depositor for payment.
(e) Any funds remaining in the Trust after funds for final distribution
have been distributed or set aside for distribution shall be distributed by the
Certificate Paying Agent to the Depositor.
(f) Upon the winding up of the Trust and its termination, the Owner Trustee
shall cause the Certificate of Trust to be canceled by filing a certificate of
cancellation with the Secretary of State in accordance with the provisions of
Section 3810 of the Business Trust Statute.
ARTICLE X
Successor Owner Trustees and Additional Owner Trustees
------------------------------------------------------
Eligibility Requirements for Owner Trustee. The Owner Trustee shall at all
times be a corporation (i) satisfying the provisions of Section 3807(a) of the
Business Trust Statute; (ii) authorized to exercise corporate trust powers;
(iii) having a combined capital and surplus of at least $50,000,000 and subject
to supervision or examination by Federal or State authorities; (iv) having (or
having a parent which has) a rating of at least Baa3 by Moody's or A-1 by
Standard & Poors; and (v) acceptable to the Certificateholders. If such
corporation shall publish reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority,
then for the purpose of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. In case at any time the
Owner Trustee shall cease to be eligible in accordance with the provisions of
this Section, the Owner Trustee shall resign immediately in the manner and with
the effect specified in Section 10.2.
Resignation or Removal of Owner Trustee. The Owner Trustee may at any time
resign and be discharged from the trusts hereby created by giving written notice
thereof to the Depositor (or in the event that the
33
Depositor is not the sole Certificateholder, the Holders of Certificates
evidencing not less than a majority of the Certificate Balance), any Series
Support Provider and the Master Servicer. Upon receiving such notice of
resignation, the Depositor shall promptly appoint a successor Owner Trustee,
meeting the qualifications set forth in Section 10.1 herein, by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
resigning Owner Trustee and one copy to the successor Owner Trustee, provided
that the Depositor shall have received written confirmation from each of the
Rating Agencies that the proposed appointment will not result in an increased
capital charge to any Series Support Provider by either of the Rating Agencies.
If no successor Owner Trustee shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Owner Trustee or any Series Support Provider may petition any court of
competent jurisdiction for the appointment of a successor Owner Trustee.
If at any time the Owner Trustee shall cease to be eligible in accordance
with the provisions of Section 10.1 and shall fail to resign after written
request therefor by the Depositor, or if at any time the Owner Trustee shall be
legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver
of the Owner Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Owner Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Depositor may remove the Owner Trustee. If the Depositor shall remove the Owner
Trustee under the authority of the immediately preceding sentence, the Depositor
shall promptly appoint a successor Owner Trustee, meeting the qualifications set
forth in Section 10.1 herein, by written instrument, in duplicate, one copy of
which instrument shall be delivered to the outgoing Owner Trustee so removed,
one copy to any Series Support Provider and one copy to the successor Owner
Trustee and payment of all fees owed to the outgoing Owner Trustee.
Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this section shall
not become effective until acceptance of appointment by the successor Owner
Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to
the outgoing Owner Trustee. The Depositor shall provide notice of such
resignation or removal of the Owner Trustee to each of the Rating Agencies.
Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to
Section 10.2 shall execute, acknowledge and deliver to the Depositor, the Master
Servicer, each Series Support Provider and to its predecessor Owner Trustee an
instrument accepting such appointment under this Agreement, and thereupon the
resignation or removal of the predecessor Owner Trustee shall become effective
and such successor Owner Trustee, without any further act, deed or conveyance,
shall become fully vested with all the rights, powers, duties and obligations of
its predecessor under this Agreement, with like effect as if originally named as
Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and
expenses deliver to the successor Owner Trustee all documents and statements and
monies held by it under this Agreement; and the Depositor and the predecessor
Owner
34
Trustee shall execute and deliver such instruments and do such other things as
may reasonably be required for fully and certainly vesting and confirming in the
successor Owner Trustee all such rights, powers, duties and obligations.
No successor Owner Trustee shall accept appointment as provided in this
section unless at the time of such acceptance such successor Owner Trustee shall
be eligible pursuant to Section 10.1.
Upon acceptance of appointment by a successor Owner Trustee pursuant to
this Section, the Master Servicer shall mail notice of the successor of such
Owner Trustee to all Certificateholders, the Trustee, the Noteholders and the
Rating Agencies. If the Master Servicer shall fail to mail such notice within 10
days after acceptance of appointment by the successor Owner Trustee, the
successor Owner Trustee shall cause such notice to be mailed at the expense of
the Master Servicer.
Any successor Owner Trustee appointed pursuant to this Section 10.3 shall
promptly file an amendment to the Certificate of Trust with the Secretary of
State identifying the name and principal place of business of such successor
Owner Trustee in the State of Delaware.
Merger or Consolidation of Owner Trustee. Any corporation into which the
Owner Trustee may be merged or converted or with which it may be consolidated,
or any corporation resulting from any merger, conversion or consolidation to
which the Owner Trustee shall be a party, or any corporation succeeding to all
or substantially all of the corporate trust business of the Owner Trustee, shall
be the successor of the Owner Trustee hereunder, provided such corporation shall
be eligible pursuant to Section 10.1, without the execution or filing of any
instrument or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided further that the Owner Trustee
shall mail notice of such merger or consolidation to the Rating Agencies.
Appointment of Co-Trustee or Separate Trustee . Notwithstanding any other
provisions of this Agreement, at any time, for the purpose of meeting any legal
requirements of any jurisdiction in which any part of the Owner Trust Estate or
any Financed Vehicle may at the time be located, the Master Servicer and the
Owner Trustee acting jointly shall have the power and shall execute and deliver
all instruments to appoint one or more Persons approved by the Owner Trustee and
any Series Support Provider to act as co-trustee, jointly with the Owner
Trustee, or separate trustee or separate trustees, of all or any part of the
Owner Trust Estate, and to vest in such Person, in such capacity, such title to
the Trust, or any part thereof, and, subject to the other provisions of this
Section, such powers, duties, obligations, rights and trusts as the Master
Servicer and the Owner Trustee may consider necessary or desirable. If the
Master Servicer shall not have joined in such appointment within 15 days after
the receipt by it of a request so to do, the Owner Trustee, subject to the
approval of the Certificate Majority (which approval shall not be unreasonably
withheld), shall have the power to
35
make such appointment. No co-trustee or separate trustee under this Agreement
shall be required to meet the terms of eligibility as a successor trustee
pursuant to Section 10.1 and no notice of the appointment of any co-trustee or
separate trustee shall be required pursuant to Section 10.3.
Each separate trustee and co-trustee shall, to the extent permitted by law,
be appointed and act subject to the following provisions and conditions:
(i) all rights, powers, duties and obligations conferred or imposed
upon the Owner Trustee shall be conferred upon and exercised or performed
by the Owner Trustee and such separate trustee or co-trustee jointly (it
being understood that such separate trustee or co-trustee is not authorized
to act separately without the Owner Trustee joining in such act), except to
the extent that under any law of any jurisdiction in which any particular
act or acts are to be performed, the Owner Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights,
powers, duties and obligations (including the holding of title to the Trust
or any portion thereof in any such jurisdiction) shall be exercised and
performed singly by such separate trustee or co-trustee, but solely at the
direction of the Owner Trustee;
(ii) no trustee under this Agreement shall be personally liable by
reason of any act or omission of any other trustee under this Agreement;
and
(iii) the Master Servicer and the Owner Trustee acting jointly may at
any time accept the resignation of or remove any separate trustee or
co-trustee.
Any notice, request or other writing given to the Owner Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article. Each separate trustee and co-trustee, upon its acceptance of
the trusts conferred, shall be vested with the estates or property specified in
its instrument of appointment, either jointly with the Owner Trustee or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a
copy thereof given to the Master Servicer.
Any separate trustee or co-trustee may at any time appoint the Owner
Trustee, its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Owner Trustee, to the extent permitted by law, without the appointment of a new
or successor trustee.
ARTICLE XI
Miscellaneous
-------------
36
Supplements and Amendments. (a) This Agreement may be amended from time to
time by the parties hereto, by a written instrument signed by each of them,
without the consent of any of the Securityholders; provided that an Opinion of
Counsel for the Depositor (which Opinion of Counsel may, as to factual matters,
rely upon Officer's Certificates of the Depositor) is addressed and delivered to
the Owner Trustee, dated the date of any such amendment, to the effect that the
conditions precedent to any such amendment have been satisfied and the Depositor
shall have delivered to the Owner Trustee an Officer's Certificate dated the
date of any such Amendment, stating that the Depositor reasonably believes that
such Amendment will not have a material adverse effect on the Securityholders.
(b) This Agreement may also be amended from time to time with the consent
of the Holders of the Certificates and Notes evidencing not less than 50% of the
aggregate unpaid principal amount of the Security Balance of all affected
Securityholders for which the Seller has not delivered an Officer's Certificate
stating that there is no material adverse effect, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the Securityholders;
provided, however, that no such amendment shall (i) reduce in any manner the
amount of, or delay the timing of, payments received that are required to be
distributed on any Security without the consent of the related Securityholder,
or (ii) reduce the aforesaid percentage of Securities the Holder of which are
required to consent to any such amendment, without the consent of the Holders of
all such Certificates then outstanding or cause any material adverse tax
consequences to any Certificateholders or Noteholders.
Promptly after the execution of any such amendment or consent, the Owner
Trustee shall furnish written notification of the substance of such amendment or
consent to each Certificateholder, the Trustee and each of the Rating Agencies.
It shall not be necessary for the consent of Certificateholders, the
Noteholders or the Trustee pursuant to this section to approve the particular
form of any proposed amendment or consent, but it shall be sufficient if such
consent shall approve the substance thereof. The manner of obtaining such
consents (and any other consents of Certificateholders provided for in this
Agreement or in any other Basic Document) and of evidencing the authorization of
the execution thereof by Certificateholders shall be subject to such reasonable
requirements as the Owner Trustee may prescribe. Promptly after the execution of
any amendment to the Certificate of Trust, the Owner Trustee shall cause the
filing of such amendment with the Secretary of State.
(c) The Owner Trustee shall not be required to enter into any amendment to
this Agreement which affects its own rights, duties or immunities under this
Agreement.
No Legal Title to Owner Trust Estate in Certificateholders. The
Certificateholders shall not have legal title to any part of the related Series
Trust Estate. The Certificateholders shall be entitled to receive distributions
with respect to their undivided ownership interest therein only in accordance
with Articles V and IX. No
37
transfer, by operation of law or otherwise, of any right, title or interest of
the Certificateholders to and in their ownership interest in the related Series
Trust Estate shall operate to terminate this Agreement or the trusts hereunder
or entitle any transferee to an accounting or to the transfer to it of legal
title to any part of the related Series Trust Estate.
Limitations on Rights of Others. Except for Section 2.7, the provisions of
this Agreement are solely for the benefit of the Owner Trustee, the Depositor,
the Certificateholders, the Master Servicer and, to the extent expressly
provided herein, any Series Support Provider, the Trustee and the Noteholders,
and nothing in this Agreement, whether express or implied, shall be construed to
give to any other Person any legal or equitable right, remedy or claim in the
Owner Trust Estate or under or in respect of this Agreement or any covenants,
conditions or provisions contained herein.
Notices. (a) Unless otherwise expressly specified or permitted by the terms
hereof, all notices shall be in writing and shall be deemed given upon receipt
personally delivered, delivered by overnight courier or mailed first class mail
or certified mail, in each case return receipt requested, and shall be deemed to
have been duly given upon receipt, if to the Owner Trustee, addressed to the
Corporate Trust Office; if to the Depositor, addressed to Household Auto
Receivables Corporation, 0000 Xxxx Xxxxxx Xxxxx, Xxx Xxxxx, Xxxxxx 00000, with a
copy to Household Finance Corporation, 0000 Xxxxxxx Xxxx, Xxxxxxxx Xxxxxxx,
Xxxxxxxx 00000, Attn: Treasurer; if to any Series Support Provider, at the
address of such Series Support Provider as set forth in the related Series
Supplement; or, as to each party, at such other address as shall be designated
by such party in a written notice to each other party.
(b) Any notice required or permitted to be given to a Certificateholder
shall be given by first-class mail, postage prepaid, at the address of such
Holder as shown in the Certificate Register. Any notice so mailed within the
time prescribed in this Agreement shall be conclusively presumed to have been
duly given, whether or not the Certificateholder receives such notice.
Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
Separate Counterparts. This Agreement may be executed by the parties hereto
in separate counterparts, each of which when so executed and delivered shall be
an original, but all such counterparts shall
38
together constitute but one and the same instrument.
Assignments; Series Support Provider. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns. This Agreement shall also inure to the benefit
of any Series Support Provider for so long as a Support Default shall not have
occurred and be continuing. Without limiting the generality of the foregoing,
all covenants and agreements in this Agreement which confer rights upon any
Series Support Provider shall be for the benefit of and run directly to any
Series Support Provider, and any Series Support Provider shall be entitled to
rely on and enforce such covenants, subject, however, to the limitations on such
rights provided in this Agreement and the Basic Documents. The Series Support
Provider, if any, may disclaim any of its rights and powers under this Agreement
(but not its duties and obligations under any Series Support Provider) upon
delivery of a written notice to the Owner Trustee.
Covenants of the Depositor. The Depositor will not at any time institute
against the Trust any bankruptcy proceedings under any United States federal or
state bankruptcy or similar law in connection with any obligations relating to
the Certificates, the Notes, this Agreement or any of the Basic Documents.
No Petition. The Owner Trustee (not in its individual capacity but solely
as Owner Trustee), by entering into this Agreement, each Certificateholder, by
accepting a Certificate, and the Trustee and each Noteholder by accepting the
benefits of this Agreement, hereby covenants and agrees that they will not at
any time institute against the Depositor, or join in any institution against the
Depositor of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any United States Federal or
state bankruptcy or similar law in connection with any obligations relating to
the Certificates, the Notes, this Agreement, any of the Basic Documents, any
Series Supplement or any Series Related Documents.
No Recourse. Each Certificateholder by accepting a Certificate acknowledges
that such Certificateholder's Certificates represent beneficial interests in the
related Series Trust Estate only and do not represent interests in or
obligations of the Master Servicer, the Depositor, the Owner Trustee, the
Trustee, any Series Support Provider or any Affiliate thereof and no recourse
may be had against such parties or their assets, except as may be expressly set
forth or contemplated in this Agreement, the Certificates, the Basic Documents,
any Series Supplement or any Series Related Documents.
Headings. The headings of the various Articles and Sections herein are for
convenience of
39
reference only and shall not define or limit any of the terms or provisions
hereof.
GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Master Servicer. The Master Servicer is authorized to prepare, or cause to
be prepared, execute and deliver on behalf of the Trust all such documents,
reports, filings, instruments, certificates and opinions as it shall be the duty
of the Trust or Owner Trustee to prepare, file or deliver pursuant to the Basic
Documents, any Series Supplement or any Series Related Documents. Upon written
request, the Owner Trustee shall execute and deliver to the Master Servicer a
limited power of attorney appointing the Master Servicer the Trust's agent and
attorney-in-fact to prepare, or cause to be prepared, execute and deliver all
such documents, reports, filings, instruments, certificates and opinions.
40
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed by their respective officers hereunto duly authorized as of the
day and year first above written.
WILMINGTON TRUST COMPANY
Owner Trustee
By:_________________________________
Name:
Title:
HOUSEHOLD AUTO RECEIVABLES
CORPORATION
Depositor
By:_________________________________
Name:
Title:
Acknowledged and Agreed:
HOUSEHOLD FINANCE CORPORATION
Master Servicer
By:____________________________
Name:
Title:
NORWEST BANK MINNESOTA,
National Association
not in its individual capacity
but solely as Certificate Paying Agent
By:____________________________
Name:
Title:
[Signature Page for Trust Agreement]
Exhibit 4.1
EXHIBIT A-1
[FORM OF OWNER TRUST CERTIFICATE]
NUMBER
HOUSEHOLD AUTOMOBILE REVOLVING TRUST I
OWNER TRUST CERTIFICATE
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS OWNER TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE IN RELIANCE UPON EXEMPTIONS PROVIDED BY THE SECURITIES ACT AND SUCH STATE
SECURITIES LAWS. NO RESALE OR OTHER TRANSFER OF THIS CERTIFICATE MAY BE MADE
UNLESS SUCH RESALE OR TRANSFER (A) IS MADE IN ACCORDANCE WITH SECTION 3.4 OF THE
TRUST AGREEMENT PERTAINING TO THE HOUSEHOLD AUTO REVOLVING TRUST I (THE
"AGREEMENT") AND (B) IS MADE (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, (ii) IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, (iii)
TO THE SELLER OR (iv) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT THAT IS AWARE THAT THE RESALE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A AND (C) UPON THE SATISFACTION OF CERTAIN OTHER
REQUIREMENTS SPECIFIED IN THE AGREEMENT. NEITHER THE DEPOSITOR, THE MASTER
SERVICER, THE TRUST NOR THE OWNER TRUSTEE IS OBLIGATED TO REGISTER THE OWNER
TRUST CERTIFICATES UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
LAWS.
---------------------------------
OWNER TRUST CERTIFICATE
evidencing a beneficial ownership interest in the assets of the Trust relating
to the Unpledged Trust Estate, which includes a pool of motor vehicle retail
installment sale contracts sold from time to time to the Trust by Household Auto
Receivables Corporation.
(This Owner Trust Certificate does not represent an interest in or obligation of
Household Auto Receivables Corporation or any of its Affiliates, except to the
extent described below.)
A-1
THIS CERTIFIES THAT Household Auto Receivables Corporation is the
registered owner of a nonassessable, fully-paid, beneficial ownership interest
in the assets of Household Automobile Revolving Trust I (the "Trust") formed by
Household Auto Receivables Corporation, a Nevada corporation (the "Depositor")
and the Unpledged Trust Estate.
OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Trust
Agreement.
WILMINGTON TRUST COMPANY
not in its individual
capacity but solely as
Owner Trustee
by Authenticating Agent
--------------------------------------------------------
by
-----------------------------------------------------------------------------
Household Automobile Revolving Trust I (the "Trust"), was created pursuant
to a Trust Agreement dated as of March 1, 1998 (the "Trust Agreement"), between
the Depositor and Wilmington Trust Company, as owner trustee (the "Owner
Trustee"). A summary of certain of the pertinent provisions of the Trust
Agreement is set forth below. To the extent not otherwise defined herein, the
capitalized terms used herein have the meanings assigned to them in the Trust
Agreement and the Master Sale and Servicing Agreement dated as of March 1, 1998
among the Trust, the Depositor, Household Finance Corporation, as master
servicer and Norwest Bank National Association, as trustee and trust collateral
agent.
This certificate is one of the duly authorized certificates of Trust of
Household Automobile Revolving Trust I designated as Owner Trust Certificates.
This Owner Trust Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement, to which Trust Agreement the
holder of this Owner Trust Certificate by virtue of the acceptance hereof
assents and by which such holder is bound. The property of the Trust consists of
(i) the Series Trust Estates and (ii) the Unpledged Trust Estate, which includes
a pool of motor vehicle retail installment sale contracts (the "Receivables"),
all monies due thereunder on or after specified Cutoff Dates, security interests
in the vehicles financed thereby, certain bank accounts and the proceeds
thereof, proceeds from claims on certain insurance policies and certain other
rights under the Trust Agreement and the Master Sale and Servicing Agreement and
each related Transfer Agreement, all right, to and interest of, the Depositor in
and to the Master Receivables Purchase Agreement dated as of March 1, 1998
between Household Automotive Finance Corporation and the Depositor and each
Receivables Purchase Agreement Supplement and all proceeds of the foregoing that
have not been pledged with respect to a Series.
Pursuant to Section 3.11 of the Trust Agreement, there will be distributed
A-2
on the 17th day of each month or, if such 17th day is not a Business Day, the
next Business Day (the "Distribution Date"), commencing on April 17, 1998, to
the Person in whose name this Owner Trust Certificate is registered at the close
of business on the Business Day preceding such Distribution Date (the "Record
Date") such Owner Trust Certificateholder's fractional undivided interest in
amounts, if any, representing collections with respect to the Unpledged Trust
Estate to be distributed on such Distribution Date.
It is the intent of the Depositor, the Master Servicer, and the Owner Trust
Certificateholders that, for purposes of Federal income taxes, the Trust will be
treated as a branch. In the event that the Certificates are held by more than
one Holder, it is the intent of the Depositor, the Master Servicer, and the
Owner Trust Certificateholders that, for purposes of Federal income taxes, the
Trust will be treated as a partnership and the Certificateholders will be
treated as partners in that partnership. The Depositor and any other Owner Trust
Certificateholders, by acceptance of an Owner Trust Certificate, agree to treat,
and to take no action inconsistent with the treatment of, the Owner Trust
Certificates for such tax purposes as partnership interests in the Trust. Each
Owner Trust Certificateholder, by its acceptance of an Owner Trust Certificate,
covenants and agrees that such Owner Trust Certificateholder will not at any
time institute against the Trust or the Depositor, or join in any institution
against the Trust or the Depositor of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any United States Federal or state bankruptcy or similar law in connection with
any obligations relating to the Owner Trust Certificates, the Trust Agreement or
any of the Basic Documents.
Distributions on this Owner Trust Certificate will be made as provided in
the Trust Agreement by the Trustee or Trust Collateral Agent, if any, by wire
transfer or check mailed to the Owner Trust Certificateholder of record in the
Certificate Register without the presentation or surrender of this Certificate
or the making of any notation hereon. Except as otherwise provided in the Trust
Agreement and notwithstanding the above, the final distribution on this Owner
Trust Certificate will be made after due notice by the Owner Trustee of the
pendency of such distribution and only upon presentation and surrender of this
Owner Trust Certificate at the office or agency maintained for the purpose by
the Owner Trustee in the Corporate Trust Office.
Reference is hereby made to the further provisions of this Owner Trust
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon shall have been executed by
an authorized officer of the Owner Trustee, by manual signature, this Owner
Trust Certificate shall not entitle the holder hereof to any benefit under the
Trust Agreement or the Master Sale and Servicing Agreement or be valid for any
purpose.
THIS OWNER TRUST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
A-3
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
A-4
IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in
its individual capacity, has caused this Owner Trust Certificate to be duly
executed.
HOUSEHOLD AUTOMOBILE
REVOLVING TRUST I
By: WILMINGTON TRUST COMPANY not in its
individual capacity but solely as Owner Trustee
Dated: By:______________________________
By: ____________________________
Name:
Title:
A-5
(Reverse of Certificate)
The Owner Trust Certificates do not represent an obligation of, or an
interest in, the Depositor, the Master Servicer, the Owner Trustee or any
Affiliates of any of them and no recourse may be had against such parties or
their assets, except as may be expressly set forth or contemplated herein or in
the Trust Agreement, the Indenture, the Basic Documents. In addition, this Owner
Trust Certificate is not guaranteed by any governmental agency or
instrumentality and is limited in right of payment to certain collections with
respect to the Receivables, as more specifically set forth herein and in the
Master Sale and Servicing Agreement. A copy of each of the Master Sale and
Servicing Agreement and the Trust Agreement may be examined during normal
business hours at the principal office of the Depositor, and at such other
places, if any, designated by the Depositor, by any Owner Trust
Certificateholder upon written request.
The Trust Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor and the rights of the Owner Trust Certificateholders under the Trust
Agreement at any time by the Depositor and the Owner Trustee and with the
consent of the holders of the Owner Trust Certificates evidencing not less than
a majority of the outstanding Owner Trust Certificates. Any such consent by the
holder of this Owner Trust Certificate shall be conclusive and binding on such
holder and on all future holders of this Owner Trust Certificate and of any
certificate issued upon the transfer hereof or in exchange hereof or in lieu
hereof whether or not notation of such consent is made upon this Owner Trust
Certificate. The Trust Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the holders of any of the Owner
Trust Certificates (other than the Depositor).
As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Owner Trust Certificate is registrable
in the Certificate Register upon surrender of this Owner Trust Certificate for
registration of transfer at the offices or agencies of the Certificate Registrar
maintained by the Owner Trustee in the Corporate Trust Office, accompanied by a
written instrument of transfer in form satisfactory to the Owner Trustee and the
Certificate Registrar duly executed by the holder hereof or such holder's
attorney duly authorized in writing, and thereupon one or more new Owner Trust
Certificates in authorized denominations evidencing the same aggregate interest
in the Trust will be issued to the designated transferee. The initial
Certificate Registrar appointed under the Trust Agreement is Wilmington Trust
Company.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, Owner Trust Certificates are exchangeable for new Owner Trust
Certificates in authorized denominations evidencing the same aggregate
denomination, as requested by the holder surrendering the same. No service
charge will be made for any such registration of transfer or exchange, but the
Owner Trustee or the Certificate Registrar may require payment of a sum
sufficient to cover any tax or governmental charge payable in connection
therewith.
A-6
The Owner Trustee, the Certificate Registrar and any agent of the Owner
Trustee or the Certificate Registrar may treat the person in whose name this
Owner Trust Certificate is registered as the owner hereof for all purposes, and
none of the Owner Trustee, the Certificate Registrar nor any such agent shall be
affected by any notice to the contrary.
The Owner Trust Certificates may not be acquired by (a) an employee benefit
plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of
Title I of ERISA, (b) a plan described in Section 4975(e) (1) of the Code or (c)
any entity whose underlying assets include plan assets by reason of a plan's
investment in the entity (each, a "Benefit Plan"). By accepting and holding this
Owner Trust Certificate, the Holder hereof shall be deemed to have represented
and warranted that it is not a Benefit Plan.
The recitals contained herein shall be taken as the statements of the
Depositor or the Master Servicer, as the case may be, and the Owner Trustee
assumes no responsibility for the correctness thereof. The Owner Trustee makes
no representations as to the validity or sufficiency of this Owner Trust
Certificate or of any Receivable or related document.
Unless the certificate of authentication hereon shall have been executed by
an authorized officer of the Owner Trustee, by manual or facsimile signature,
this Owner Trust Certificate shall not entitle the holder hereof to any benefit
under the Trust Agreement or the Master Sale and Servicing Agreement or be valid
for any purpose.
A-7
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
(Please print or type name and address, including postal zip code, of assignee)
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing
____________________ Attorney to transfer said Certificate on the books of the
Certificate Registrar, with full power of substitution in the premises.
Dated:
*
--------------------------------------------------
Signature Guaranteed:
*
--------------------------------------------------
* NOTICE: The signature to this assignment must correspond with the name of
the registered owner as it appears on the face of the within Certificate in
every particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Certificate Registrar, which requirements include membership
or participation in STAMP or such other "signature guarantee program" as may be
determined by the Certificate Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
A-8
Exhibit 4.1
EXHIBIT A-2
[FORM OF SERIES 1998-A TRUST CERTIFICATE]
NUMBER
HOUSEHOLD AUTOMOBILE REVOLVING TRUST I
SERIES 1998-A CERTIFICATE
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS SERIES 1998-A CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE IN RELIANCE UPON EXEMPTIONS PROVIDED BY THE SECURITIES ACT AND SUCH STATE
SECURITIES LAWS. NO RESALE OR OTHER TRANSFER OF THIS CERTIFICATE MAY BE MADE
UNLESS SUCH RESALE OR TRANSFER (A) IS MADE IN ACCORDANCE WITH SECTION 3.4 OF THE
TRUST AGREEMENT PERTAINING TO THE HOUSEHOLD AUTO REVOLVING TRUST I (THE
"AGREEMENT") AND (B) IS MADE (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, (ii) IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, (iii)
TO THE SELLER OR (iv) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT THAT IS AWARE THAT THE RESALE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A AND (C) UPON THE SATISFACTION OF CERTAIN OTHER
REQUIREMENTS SPECIFIED IN THE AGREEMENT. NEITHER THE DEPOSITOR, THE MASTER
SERVICER, THE TRUST NOR THE OWNER TRUSTEE IS OBLIGATED TO REGISTER THE SERIES
1998-A CERTIFICATES UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
LAWS.
THE PRINCIPAL OF THIS SERIES 1998-A CERTIFICATE IS DISTRIBUTABLE IN
INSTALLMENTS AS SET FORTH IN THE TRUST AGREEMENT AND THE SERIES 1998-A
SUPPLEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS SERIES 1998-A
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
SERIES 1998-A CERTIFICATE
evidencing a beneficial ownership interest in the assets of the Trust relating
to the Series
X-0
0000-X Xxxxx Xxxxxx, which includes a pool of motor vehicle retail installment
sale contracts sold to the Trust by Household Auto Receivables Corporation.
(This Series 1998-A Certificate does not represent an interest in or obligation
of Household Auto Receivables Corporation or any of its Affiliates, except to
the extent described below.)
THIS CERTIFIES THAT Household Auto Receivables Corporation is the
registered owner of a $_____________ nonassessable, fully-paid, beneficial
ownership interest in the assets of Household Automobile Revolving Trust I (the
"Trust") formed by Household Auto Receivables Corporation, a Nevada corporation
(the "Depositor") and the Series 1998-A Trust Estate. The Certificates shall
bear interest at the Series 1998-A Certificate Interest Rate.
OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Trust
Agreement.
WILMINGTON TRUST COMPANY
not in its individual
capacity but solely as
Owner Trustee
by Authenticating Agent
--------------------------------------------------------
by
-----------------------------------------------------------------------------
Household Automobile Revolving Trust I (the "Trust"), was created pursuant
to a Trust Agreement dated as of March 1, 1998 (the "Trust Agreement"), between
the Depositor and Wilmington Trust Company, as owner trustee (the "Owner
Trustee") as supplemented by a Series 1998-A Supplement dated as of March 1,
1998 (the "Series 1998-A Supplement"). A summary of certain of the pertinent
provisions of the Trust Agreement and Series 1998-A Supplement is set forth
below. To the extent not otherwise defined herein, the capitalized terms used
herein have the meanings assigned to them in the Trust Agreement and the Series
1998-A Supplement.
This certificate is one of the duly authorized certificates of Trust of
Household Automobile Revolving Trust I designated as Series 1998-A Certificates.
This Series 1998-A Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement and the Series 1998-A
Supplement, to which Trust Agreement the holder of this Series 1998-A
Certificate by virtue of the acceptance hereof assents and by which such holder
is bound. The property of the Trust consists of the Series 1998-A Trust Estate
which includes a pool of motor vehicle retail installment sale contracts (the
"Receivables"), all monies due thereunder on or after specified Cutoff Dates,
security interests in the vehicles financed thereby, certain bank accounts and
the proceeds thereof, proceeds from claims on certain insurance policies and
certain other rights under the Trust Agreement and the Master Sale and Servicing
A-2
Agreement and each related Transfer Agreement, all right, to and interest of,
the Depositor in and to the Master Receivables Purchase Agreement dated as of
March 1, 1998 between Household Automotive Finance Corporation and the Depositor
and each Receivables Purchase Agreement Supplement and all proceeds of the
foregoing.
Series 1998-A Notes have been issued pursuant to an Indenture dated as of
March 1, 1998 (the "Indenture"), among the Trust, Household Finance Corporation,
as master servicer and Norwest Bank Minnesota, National Association, as trustee
and trust collateral agent and the Series 1998-A Supplement.
The Certificate Balance hereof shall consist from time to time of .18 times
the principal balance of Receivables transferred to the Trust pursuant to
Section 1.03(a) of the Series 1998-A Supplement and 100 per cent of the
principal balance of receivables transferred to the Trust pursuant to Section
1.03(b) of the Series 1998-A Supplement, less distributions in reduction of the
Certificate Balance pursuant to Section 3.03(a) of the Series 1998-A Supplement.
The Trust will pay interest on this Series 1998-A Certificate on the daily
average of the Certificate Balance calculated over the related Interest Period
in the Series 1998-A Certificate Interest Rate on each Distribution Date until
the principal of this Series 1998-A Certificate is paid or made available for
payment. The holder of this Certificate is entitled to additional interest in
respect of interest on the Certificate's pursuant to Section 3.03(a)(viii) of
the Series 1998-A Supplement.
Under the Series 1998-A Supplement, there will be distributed on the 17th
day of each month or, if such 17th day is not a Business Day, the next Business
Day (the "Distribution Date"), commencing on April 17, 1998, to the Person in
whose name this Series 1998-A Certificate is registered at the close of business
on the Business Day preceding such Distribution Date (the "Record Date") such
Series 1998-A Certificateholder's fractional undivided interest in any amount to
be distributed to Series 1998-A Certificateholders on such Distribution Date.
The holder of this Series 1998-A Certificate acknowledges and agrees that
its rights to receive distributions in respect of this Series 1998-A Certificate
are subordinated to the rights of the Series 1998-A Noteholders as described in
the Master Sale and Servicing Agreement, the Indenture, the Trust Agreement and
the Series 1998-A Supplement, as applicable.
It is the intent of the Depositor, the Master Servicer, and the Series
1998-A Certificateholders that, for purposes of Federal income taxes, the Trust
will be treated as a branch. In the event that the Series 1998-A Certificates
are held by more than one Holder, it is the intent of the Depositor, the Master
Servicer, and the Series 1998-A Certificateholders that, for purposes of Federal
income taxes, the Trust will be treated as a partnership and the
Certificateholders will be treated as partners in that partnership. The
Depositor and any other Series 1998-A Certificateholders, by acceptance of a
Series 1998-A Certificate, agree to treat, and to take no action inconsistent
with the treatment of, the Series 1998-A Certificates for such tax purposes as
partnership interests in the Trust. Each Series 1998-A Certificateholder, by its
acceptance of a Series 1998-A Certificate, covenants and agrees that such Series
1998-A Certificateholder will not at any time
A-3
institute against the Trust or the Depositor, or join in any institution against
the Trust or the Depositor of, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any United
States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Series 1998-A Certificates, the Series 1998-A Notes,
the Trust Agreement, any of the Basic Documents or any Series Related Documents.
Distributions on this Series 1998-A Certificate will be made as provided in
Section 3.03(a) of the Series 1998-A Supplement by the Trust Collateral Agent by
wire transfer or check mailed to the Series 1998-A Certificateholder of record
in the Certificate Register without the presentation or surrender of this
Certificate or the making of any notation hereon. Except as otherwise provided
in the Trust Agreement and notwithstanding the above, the final distribution on
this Series 1998-A Certificate will be made after due notice by the Owner
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Series 1998-A Certificate at the office or agency maintained
for the purpose by the Owner Trustee in the Corporate Trust Office.
Reference is hereby made to the further provisions of this Series 1998-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.
Unless the certificate of authentication hereon shall have been executed by
an authorized officer of the Owner Trustee, by manual signature, this Series
1998-A Certificate shall not entitle the holder hereof to any benefit under the
Trust Agreement or the Master Sale and Servicing Agreement or be valid for any
purpose.
THIS SERIES 1998-A CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
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IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in
its individual capacity, has caused this Series 1998-A Certificate to be duly
executed.
HOUSEHOLD AUTOMOBILE
REVOLVING TRUST I
By: WILMINGTON TRUST COMPANY not in its
individual capacity but solely as Owner Trustee
Dated: By:______________________________
By: ____________________________
Name:
Title:
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(Reverse of Certificate)
The Series 1998-A Certificates do not represent an obligation of, or an
interest in, the Depositor, the Master Servicer, the Owner Trustee or any
Affiliates of any of them and no recourse may be had against such parties or
their assets, except as may be expressly set forth or contemplated herein or in
the Trust Agreement, the Indenture, the Basic Documents or any Series Related
Documents. In addition, this Series 1998-A Certificate is not guaranteed by any
governmental agency or instrumentality and is limited in right of payment to
certain collections with respect to the Receivables, as more specifically set
forth herein and in the Master Sale and Servicing Agreement. A copy of each of
the Master Sale and Servicing Agreement, the Trust Agreement and the Series
1998-A Supplement may be examined during normal business hours at the principal
office of the Depositor, and at such other places, if any, designated by the
Depositor, by any Series 1998-A Certificateholder upon written request.
The Trust Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor and the rights of the Series 1998-A Certificateholders under the Trust
Agreement at any time by the Depositor and the Owner Trustee and with the
consent of the holders of the Series 1998-A Notes and the Series 1998-A
Certificates evidencing not less than a majority of the outstanding Series
1998-A Notes and the Certificate Balance. Any such consent by the holder of this
Series 1998-A Certificate shall be conclusive and binding on such holder and on
all future holders of this Series 1998-A Certificate and of any certificate
issued upon the transfer hereof or in exchange hereof or in lieu hereof whether
or not notation of such consent is made upon this Series 1998-A Certificate. The
Trust Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the holders of any of the Series 1998-A
Certificates (other than the Depositor).
As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Series 1998-A Certificate is registrable
in the Certificate Register upon surrender of this Series 1998-A Certificate for
registration of transfer at the offices or agencies of the Certificate Registrar
maintained by the Owner Trustee in the Corporate Trust Office, accompanied by a
written instrument of transfer in form satisfactory to the Owner Trustee and the
Certificate Registrar duly executed by the holder hereof or such holder's
attorney duly authorized in writing, and thereupon one or more new Series 1998-A
Certificates in authorized denominations evidencing the same aggregate interest
in the Trust will be issued to the designated transferee. The initial
Certificate Registrar appointed under the Trust Agreement is Wilmington Trust
Company.
Except for Certificates issued to the Depositor, the Certificates are
issuable only as registered Certificates without coupons in denominations of
$100,000 or integral multiples of $1,000 in excess thereof. As provided in the
Trust Agreement and subject to certain limitations therein set forth, Series
1998-A Certificates are exchangeable for new Series 1998-A Certificates in
authorized denominations evidencing the same aggregate denomination, as
requested by the holder surrendering the same. No service charge will
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be made for any such registration of transfer or exchange, but the Owner Trustee
or the Certificate Registrar may require payment of a sum sufficient to cover
any tax or governmental charge payable in connection therewith.
The Owner Trustee, the Certificate Registrar and any agent of the Owner
Trustee or the Certificate Registrar may treat the person in whose name this
Series 1998-A Certificate is registered as the owner hereof for all purposes,
and none of the Owner Trustee, the Certificate Registrar nor any such agent
shall be affected by any notice to the contrary.
The Series 1998-A Certificates may not be acquired by (a) an employee
benefit plan (as defined in Section 3(3) of ERISA) that is subject to the
provisions of Title I of ERISA, (b) a plan described in Section 4975(e) (1) of
the Code or (c) any entity whose underlying assets include plan assets by reason
of a plan's investment in the entity (each, a "Benefit Plan"). By accepting and
holding this Series 1998-A Certificate, the Holder hereof shall be deemed to
have represented and warranted that it is not a Benefit Plan.
The recitals contained herein shall be taken as the statements of the
Depositor or the Master Servicer, as the case may be, and the Owner Trustee
assumes no responsibility for the correctness thereof. The Owner Trustee makes
no representations as to the validity or sufficiency of this Series 1998-A
Certificate or of any Receivable or related document.
Unless the certificate of authentication hereon shall have been executed by
an authorized officer of the Owner Trustee, by manual or facsimile signature,
this Series 1998-A Certificate shall not entitle the holder hereof to any
benefit under the Trust Agreement or the Master Sale and Servicing Agreement or
be valid for any purpose.
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ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
(Please print or type name and address, including postal zip code, of assignee)
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing
____________________ Attorney to transfer said Certificate on the books of the
Certificate Registrar, with full power of substitution in the premises.
Dated:
*
--------------------------------------------------
Signature Guaranteed:
*
--------------------------------------------------
* NOTICE: The signature to this assignment must correspond with the name of
the registered owner as it appears on the face of the within Certificate in
every particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Certificate Registrar, which requirements include membership
or participation in STAMP or such other "signature guarantee program" as may be
determined by the Certificate Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
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