EXHIBIT 10.4
EXECUTION COPY
This ADMINISTRATION AGREEMENT dated as of November 1,
1997 (as amended from time to time, this "Agreement"), among
HOUSEHOLD CONSUMER LOAN CORPORATION, a Nevada corporation ("HCLC"),
HOUSEHOLD CONSUMER LOAN TRUST 1997-2, a Delaware business trust
(the "Issuer"), CHASE MANHATTAN BANK DELAWARE, a Delaware banking
corporation, as owner trustee (the "Owner Trustee"), and HOUSEHOLD
FINANCE CORPORATION, a Delaware corporation, as administrator (the
"Administrator"),
W I T N E S S E T H :
WHEREAS, the Issuer is issuing the Household Consumer
Loan Asset Backed Notes, Series 1997-2, Class A-1 Notes, Class A-2
Notes, Class A-3 Notes and Class B Notes (collectively, the
"Notes") pursuant to the Indenture dated as of November 1, 1997 (as
amended and supplemented from time to time, the "Indenture"),
between the Issuer and The Bank of New York, a New York banking
corporation, as indenture trustee (the "Indenture Trustee") and the
Household Consumer Loan Asset Backed Certificates, Series 1997-2
(the "Certificates" and together with the Notes, the "Securities")
pursuant to the Trust Agreement dated as of November 1, 1997 (the
"Trust Agreement") among HCLC, as Seller and as Holder of the
Designated Certificate (with any successor Holder of the Designated
Certificate, the "Seller"), and the Owner Trustee. (Capitalized
terms used and not otherwise defined herein shall have the meanings
assigned such terms in the Trust Agreement); and
WHEREAS, pursuant to the Basic Documents, the Seller, the
Issuer and the Owner Trustee are required to perform certain duties
in connection with (a) the Notes and the collateral therefor
pledged pursuant to the Indenture (the "Collateral") and (b) the
Certificates (the registered holders of such interests being
referred to herein as the "Certificateholders"); and
WHEREAS, the Seller, the Issuer and the Owner Trustee
desire to have the Administrator perform certain of the duties of
the Seller under the Trust Agreement and of the Issuer under the
Trust Agreement and the Indenture (collectively, the "Related
Agreements"), and to provide such additional services consistent
with the terms of this Agreement and the Related Agreements as the
Seller, the Issuer and the Owner Trustee may from time to time
request (and the Indenture Trustee is executing this Agreement to
acknowledge its consent to the Administrator's performance of those
duties and services); and
WHEREAS, the Administrator has the capacity to provide
the services required hereby and is willing to perform such
services for the Seller, the Issuer and the Owner Trustee on the
terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants
contained herein, and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties
agree as follows:
1. Duties of the Administrator.
(a) Duties with Respect to the Related Agreements.
(i) The Administrator agrees to perform all its
duties as Administrator and the duties of the Issuer under the
Related Agreements and the Seller under the Trust Agreement.
In addition, the Administrator shall consult with the Owner
Trustee regarding the duties of the Issuer under the Related
Agreements. The Administrator shall monitor the performance
of the Issuer and shall advise the Owner Trustee when action
is necessary to comply with the Issuer's duties under the
Related Agreements. The Administrator shall prepare for
execution by the Issuer or the Seller, as the case may be, or
shall cause the preparation by other appropriate persons or
entities of, all such documents, reports, filings, instru-
ments, certificates and opinions that it shall be the duty of
the Issuer or the Seller to prepare, file or deliver pursuant
to the Related Agreements. In furtherance of the foregoing,
the Administrator shall take all appropriate action that is
the duty of the Issuer to take pursuant to the Indenture
including, without limitation, such of the foregoing as are
required with respect to the following matters under the
Indenture (references are to sections of the Indenture):
(A) the duty to cause newly appointed Paying
Agents, if any, to deliver to the Indenture Trustee the
instrument specified in the Indenture regarding funds
held in trust (Section 3.03);
(B) the direction to the Indenture Trustee to
deposit moneys with Paying Agents, if any, other than the
Indenture Trustee (Section 3.03);
(C) the preparation and delivery to the Owner
Trustee for execution, and to the authenticating agent
for authentication and delivery, of new Certificates for
transfers and replacements of Certificates (Sections 3.05
and 3.06);
(D) the preparation of the Issuer's annual
statement as to compliance with the Indenture (Section
3.10);
(E) the preparation and obtaining of documents
and instruments required for the release of the Issuer
from its obligations under the Indenture (Section 3.15);
(F) the delivery of written notice to the
Indenture Trustee and the Rating Agencies of each Event
of Default under the Indenture (Section 3.21);
(G) the administration of the Issuer's obliga-
tions as to the satisfaction and discharge of the Inden-
ture and the preparation of an Officer's Certificate and
the obtaining of the Opinion of Counsel and the
Independent Certificate relating thereto (Section 10.01);
(H) the preparation and delivery of notice to
Noteholders and each Rating Agency of the removal of the
Indenture Trustee and the appointment of a successor
Indenture Trustee (Section 6.08);
(I) subject to Section 1(b)(i) hereof, the
preparation and, after execution by the Seller on behalf
of the Issuer, the filing with the Commission, any
applicable state agencies and the Indenture Trustee of
documents required to be filed on a periodic basis with,
and summaries thereof as may be required by rules and
regulations prescribed by, the Commission and any
applicable state agencies and the transmission of such
summaries, as necessary, to the Noteholders
(Section 7.03);
(J) the preparation of an Issuer Request and
Officer's Certificate and the obtaining of an Opinion of
Counsel and Independent Certificates, if necessary, for
the release of the Trust Estate (Sections 8.05 and 8.03);
(K) the preparation of Issuer Requests and the
obtaining of Opinions of Counsel with respect to the
execution of supplemental indentures and the mailing to
the Noteholders of notices with respect to such
supplemental indentures (Sections 9.01, 9.02 and 9.03);
(L) the execution and delivery of new Notes
conforming to any supplemental indenture (Section 9.06);
(M) the preparation and delivery of Officer's
Certificates and the obtaining of Independent
Certificates, if necessary, for the release of property
from the lien of the Indenture (Section 10.01(b));
(N) the recording of the Indenture, if
applicable (Section 10.14); and
(O) the obtaining of the opinion referred to
in Section 3.07(b) of the Indenture.
(ii) The Administrator will:
(A) indemnify the Indenture Trustee and its
agents for, and hold them harmless against, any losses,
liability or expense, including reasonable attorneys fees
and expenses, incurred without willful misconduct,
negligence or bad faith on their part, arising out of the
willful misconduct, gross negligence or bad faith of the
Administrator in the performance of the transactions
contemplated by this Agreement;
(B) indemnify the Owner Trustee and its
agents for, and hold them harmless against, any losses,
liability or expense, including reasonable attorneys fees
and expenses, incurred without willful misconduct,
negligence or bad faith on their part, arising out of the
willful misconduct, gross negligence or bad faith of the
Administrator in the performance of the transactions
contemplated by this Agreement;
(C) indemnify the Seller and its agents for,
and hold them harmless against, any losses, liability or
expense, including reasonable attorneys fees and
expenses, incurred without willful misconduct, gross
negligence or bad faith on their part, arising out of the
willful misconduct, gross negligence or bad faith of the
Administrator in the performance of the transactions
contemplated by this Agreement;
(D) pay each of the Owner Trustee and the
Indenture Trustee, as compensation for its services, such
fees as have been separately agreed upon before the date
hereof, and the Administrator will reimburse each of the
Owner Trustee and the Indenture Trustee for its
reasonable expenses under the Basic Documents, including
the reasonable compensation, expenses and disbursements
of such agents, representatives, experts and outside
counsel as the Owner Trustee or the Indenture Trustee, as
the case may be, may reasonably employ in connection with
the exercise and performance of its rights and its duties
under the Basic Documents; and
(E) be liable as primary obligor for, and will
indemnify the Owner Trustee and the Indenture Trustee and
their respective 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 at any time be imposed on, incurred by, or
asserted against the Owner Trustee or the Indenture
Trustee or any Indemnified Party in any way relating to
or arising out of the Trust Agreement, the Basic
Documents, the Owner Trust Estate, the administration of
the Owner Trust Estate or the action or inaction of the
Owner Trustee or the Indenture Trustee thereunder,
provided that:
(1) the Administrator shall not be liable for
or required to indemnify an Indemnified Party from
and against Expenses arising or resulting from the
Owner Trustee's or the Indenture Trustee's willful
misconduct, negligence or bad faith or as a result
of any inaccuracy of a representation or warranty
contained in Section 7.03 expressly made by the
Owner Trustee;
(2) with respect to any such claim, the
Indemnified Party shall have given the Adminis-
trator written notice thereof promptly after the
Indemnified Party shall have actual knowledge
thereof;
(3) while maintaining control over its own
defense, the Administrator shall consult with the
Indemnified Party in preparing such defense; and
(4) notwithstanding anything in this Agree-
ment to the contrary, the Administrator shall not
be liable for settlement of any claim by an
Indemnified Party entered into without the prior
consent of the Administrator, which consent shall
not be unreasonably withheld.
The indemnities contained in this Section shall
survive the resignation or termination of the Owner Trustee,
of the Seller, as Holder of the Designated Certificate, and of
the Indenture Trustee, and the termination of this Agreement.
In the event of any claim, action or proceeding for which
indemnity will be sought pursuant to this Section, the
indemnitee's choice of legal counsel, if other than the legal
counsel retained by such indemnitee in connection with the
execution and delivery of the Related Agreements, shall be
subject to the approval of the Administrator, which approval
shall not be unreasonably withheld. In addition, upon written
notice to the indemnitee and with the consent of the
indemnitee, which consent shall not be unreasonably withheld,
the Administrator has the right to assume the defense of any
claim, action or proceeding against the Indemnitee.
(b) Additional Duties.
(i) In addition to the duties of the Administrator
set forth above, the Administrator shall perform, or cause to
be performed, the duties and obligations of the Seller, the
Designated Certificateholder and the Issuer under the Trust
Agreement. These duties and obligations include, without
limitation, the following (references are to sections of the
Trust Agreement):
(A) preparing, filing or delivering tax
returns, reports and forms and performing the other
duties of the Issuer under Sections 2.06 and 5.05;
(B) removing the Certificate Paying Agent
under Section 3.10 and appointing a successor, subject to
compliance with Section 4.01;
(C) directing the Owner Trustee to take action
under the Basic Documents pursuant to Section 6.01;
(D) furnishing documents to the Certifi-
cateholders under Section 7.02;
(E) delivering notice of termination of the
Issuer under Section 9.01 and notices of such termination
or of any Insolvency Event with respect to the Holder of
the Designated Certificate under Section 9.02;
(F) appointing a successor Owner Trustee,
removing the Owner Trustee and providing notices
regarding such action under Section 10.02 and executing
instruments and providing notices in connection with such
appointment under Section 10.03;
(G) appointing co-trustees or separate
trustees under Section 10.05, and removing same
thereunder; and
(H) obtaining any opinion of counsel required
by Section 11.01 and furnishing notice or any obtaining
execution by Certificateholders of any amendment to the
Trust Agreement thereunder.
In furtherance thereof, the Seller and the Issuer
shall execute and deliver to the Administrator and to each
successor Administrator appointed pursuant to the terms
hereof, one or more powers of attorney substantially in the
form of Exhibit A hereto, appointing the Administrator the
attorney-in-fact of the Issuer for the purpose of executing on
behalf of the Issuer all such documents, reports, filings,
instruments, certificates and opinions. Subject to Section 4
of this Agreement, and in accordance with the directions of
the Issuer, the Administrator shall administer, perform or
supervise the performance of such other activities in connec-
tion with the Collateral (including the Related Agreements) as
are not covered by any of the foregoing provisions and as are
expressly requested by the Seller or the Owner Trustee and are
reasonably within the capability of the Administrator. The
Administrator shall be responsible for any filings required by
the Issuer under the Securities Exchange Act of 1934, as
amended.
(ii) In carrying out the foregoing duties or any of
its other obligations under this Agreement, the Administrator
may enter into transactions or otherwise deal with any of its
affiliates; provided, however, that the terms of any such
transactions or dealings shall be in accordance with any
directions received from the Seller and the Owner Trustee and
shall be, in the Administrator's opinion, no less favorable to
the Seller and the Issuer than would be available from
unaffiliated parties.
(iii) In carrying out any of its obligations under
this Agreement, the Administrator may act either directly or
through agents, attorneys, accountants, independent contrac-
tors and auditors and enter into agreements with any of them.
(c) Non-Ministerial Matters.
(i) With respect to matters that in the reasonable
judgment of the Administrator are non-ministerial, the Admin-
istrator shall not be under any obligation to take any action,
and in any event shall not take any action unless the Admin-
istrator shall have received instructions from the Seller or
the Owner Trustee or the Certificateholders in accordance with
the Trust Agreement. For the purpose of the preceding
sentence, "non-ministerial matters" shall include, without
limitation:
(A) the amendment of or any supplement to the
Related Agreements;
(B) the initiation of any claim or lawsuit by
the Issuer and the compromise of any action, claim or
lawsuit brought by or against the Issuer;
(C) the appointment of successor Note
Registrars, successor Administrators and successor
Indenture Trustees pursuant to the Indenture, or the
consent to the assignment by the Note Registrar,
Administrator or Indenture Trustee of its obligations
under the Indenture; and
(D) the removal of the Indenture Trustee.
(ii) Notwithstanding anything to the contrary in
this Agreement, the Administrator shall not be obligated to,
and shall not (x) make any payments to the Noteholders under
the Related Agreements, (y) sell the Trust Estate pursuant to
the Indenture or (z) take any action that either the Seller or
the Owner Trustee directs the Administrator not to take on its
behalf or on the behalf of the Issuer.
2. Records. The Administrator shall maintain appropriate
books of account and records relating to services performed here-
under, which books of account and records shall be accessible for
inspection by the Seller and the Owner Trustee at any time, after
reasonable notice to the Administrator of such inspection, during
normal business hours.
3. Compensation. As compensation for the performance of the
Administrator's obligations under this Agreement, the Administrator
shall be entitled to a fee of not more than $500.00 per month which
shall be paid by the Holder of the Designated Certificate pursuant
to Section 2.07(a) of the Trust Agreement; provided, however, the
Administrator may with prior written notice to the Seller,
Servicer, Issuer, Owner Trustee and Indenture Trustee, waive its
rights to compensation hereunder and Household Finance Corporation
as the initial Administrator hereby gives written notice to the
Seller, Servicer, Issuer, Owner Trustee and Indenture Trustee that
until further written notice to the contrary, Household Finance
Corporation waives its right to receive such fee. As reimbursement
for its expenses related to the performance of the Administrator's
obligations hereunder, the Administrator shall receive payment from
the Seller.
4. Additional Information To Be Furnished. The Adminis-
trator shall furnish to the Seller and the Owner Trustee from time
to time such additional information regarding the Collateral as the
Seller and the Owner Trustee shall reasonably request.
5. Independence of the Administrator. For all purposes of
this Agreement, the Administrator shall be an independent contrac-
tor and shall not be subject to the supervision of the Seller or
the Owner Trustee with respect to the manner in which it
accomplishes the performance of its obligations hereunder. Unless
expressly authorized by this Agreement, the Administrator shall
have no authority to act for or represent the Seller, the Issuer or
the Owner Trustee in any way and shall not otherwise be deemed an
agent of the Seller, the Issuer or the Owner Trustee.
6. No Joint Venture. Nothing contained in this Agreement
(i) shall constitute the Administrator and any of the Issuer or the
Owner Trustee or the Seller as members of any partnership, joint
venture, association, syndicate, unincorporated business or other
separate entity, (ii) shall be construed to impose any liability as
such on any of them or (iii) shall be deemed to confer on any of
them any express, implied or apparent authority to incur any
obligation or liability on behalf of the others.
7. Other Activities of the Administrator. Nothing herein
shall prevent the Administrator or its Affiliates from engaging in
other businesses or, in its sole discretion, from acting in a
similar capacity as an administrator for any other person or entity
even though such person or entity may engage in business activities
similar to those of the Issuer, the Owner Trustee or the Indenture
Trustee.
8. Term of Agreement; Resignation and Removal of Admin-
istrator. (a) This Agreement shall continue in force until the
dissolution of the Issuer, upon which event this Agreement shall
automatically terminate.
(b) Subject to Section 8(e) of this Agreement, the
Administrator may resign its duties hereunder by providing the
Issuer with at least 60 days' prior written notice.
(c) Subject to Section 8(e) of this Agreement, the
Seller may remove the Administrator without cause by providing the
Administrator with at least 60 days' prior written notice.
(d) Subject to Section 8(e) of this Agreement, at the
sole option of the Owner Trustee, the Administrator may be removed
immediately upon written notice of termination from the Owner
Trustee to the Administrator and each Rating Agency if any of the
following events shall occur:
(i) the Administrator shall default in the
performance of any of its duties under this Agreement in any
material respect and, after notice of such default, shall not
cure such default within ten days (or, if such default cannot
be cured in such time, shall not give within ten days such
assurance of cure as shall be reasonably satisfactory to the
Owner Trustee);
(ii) a court having jurisdiction in the premises
shall enter a decree or order for relief, and such decree or
order shall not have been vacated within 60 days, in respect
of the Administrator in any involuntary case under any appli-
cable bankruptcy, insolvency or other similar law now or
hereafter in effect or appoint a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official
for the Administrator or any substantial part of its property
or order the winding-up or liquidation of its affairs;
(iii) the Administrator shall commence a voluntary
case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, shall consent to the
entry of an order for relief in an involuntary case under any
such law, or shall consent to the appointment of a receiver,
liquidator, assignee, trustee, custodian, sequestrator or
similar official for the Administrator or any substantial part
of its property, shall consent to the taking of possession by
any such official of any substantial part of its property,
shall make any general assignment for the benefit of creditors
or shall fail generally to pay its debts as they become due;
or
(iv) HCLC or an Affiliate ceases to be the Holder of
the Designated Certificate under the Trust Agreement.
The Administrator agrees that if any of the events speci-
fied in clauses (ii) or (iii) of this Section shall occur, it shall
give written notice thereof to the Owner Trustee and the Indenture
Trustee within seven days after the happening of such event.
(e) No resignation or removal of the Administrator
pursuant to this Section shall be effective until (i) a successor
Administrator shall have been appointed by the Seller (with the
consent of the Owner Trustee and the Indenture Trustee) and (ii)
such successor Administrator shall have agreed in writing to be
bound by the terms of this Agreement in the same manner as the
Administrator is bound hereunder.
(f) The appointment of any successor Administrator shall
be effective only after each Rating Agency, after having been given
10 days prior notice of such proposed appointment, shall have
declared in writing that such appointment will not result in a
reduction or withdrawal of the then current rating of the Notes or
Certificates.
9. Action upon Termination, Resignation or Removal.
Promptly upon the effective date of termination of this Agreement
pursuant to Section 8(a) of this Agreement or the resignation or
removal of the Administrator pursuant to Section 8(b) or (c) of
this Agreement, respectively, the Administrator shall be entitled
to be paid all fees and reimbursable expenses accruing to it to the
date of such termination, resignation or removal. The Admin-
istrator shall forthwith upon such termination pursuant to Section
8(a) of this Agreement deliver to the Seller, Owner Trustee or
Indenture Trustee, as appropriate, all property and documents of or
relating to the Collateral then in the custody of the
Administrator. In the event of the resignation or removal of the
Administrator pursuant to Section 8(b) or (c) of this Agreement,
respectively, the Administrator shall cooperate with the Seller,
the Owner Trustee and the Indenture Trustee and take all reasonable
steps requested to assist them in making an orderly transfer of the
duties of the Administrator.
10. Notices. Any notice, report or other communication given
hereunder shall be in writing and addressed as follows:
(a) if to the Issuer, to:
Household Consumer Loan Trust 0000-0
x/x Xxxxx Xxxxxxxxx Xxxx Xxxxxxxx
0000 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Corporate Trust Administration
with a copy to:
The Chase Manhattan Bank
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Global Trust Services
(b) If to the Administrator, to:
Household Finance Corporation
0000 Xxxxxxx Xxxx
Xxxxxxxx Xxxxxxx, XX 00000
Attention: Treasurer
(c) If to the Indenture Trustee, to:
The Bank of New York
000 Xxxxxxx Xxxxxx, Xxxxx 00 Xxxx
Xxx Xxxx, XX 00000
Attention: Corporate Trust Asset-Backed Unit
(d) If to the Owner Trustee, to:
Chase Manhattan Bank Delaware
0000 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Corporate Trust Administration
with a copy to:
The Chase Manhattan Bank
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Global Trust Services
(e) If to the Seller, to:
Household Consumer Loan Corporation
000 Xxxx Xxxxxx Xxxxx
Xxx Xxxxx, XX 00000
Attention: Compliance Officer
with a copy to:
Household Finance Corporation
0000 Xxxxxxx Xxxx
Xxxxxxxx Xxxxxxx, XX 00000
Attention: Treasurer
or to such other address as any party shall have provided to the
other parties in writing. Any notice required to be in writing
hereunder shall be deemed given if such notice is mailed by
certified mail, postage prepaid, or hand-delivered to the address
of such party as provided above.
11. Amendments. (a) This Agreement may be amended from time
to time by the parties hereto, with written notice and
acknowledgment by the Indenture Trustee, 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 Seller
(which Opinion of Counsel may, as to factual matters, rely upon
Officer's Certificates of the Seller) is addressed and delivered to
the Owner Trustee, the Indenture Trustee and each Rating Agency,
dated the date of any such amendment, to the effect that the
conditions precedent to any such amendment have been satisfied and
the Seller shall have delivered to the Owner Trustee and the
Indenture Trustee an Officer's Certificate, dated the date of any
such Amendment, stating that the Seller 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 evidencing not
less than 66-2/3% of the aggregate unpaid principal amount of the
Securities of all affected Certificateholders 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
Certificateholders; 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
Certificate without the consent of the related Certificateholder,
or (ii) reduce the aforesaid percentage of Certificates the Holders
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.
(c) Promptly after the execution of any such amendment
or consent (other than an amendment pursuant to paragraph (a)), the
Administrator shall direct the Certificate Registrar to furnish
notification of the substance of such amendment to each Certifi-
cateholder, and to each Rating Agency.
(d) It shall not be necessary for the consent of
Certificateholders under this Section to approve the particular
form of any proposed amendment, but it shall be sufficient if such
consent shall approve the substance thereof. The manner of
obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such
reasonable requirements as the Owner Trustee may prescribe.
12. Successors and Assigns. This Agreement may not be
assigned by the Administrator (except to a Person who also becomes
the successor Servicer in accordance with the Pooling and Servicing
Agreement) unless such assignment is previously consented to in
writing by the Seller, the Owner Trustee and the Indenture Trustee
and unless each Rating Agency, after having been given 10 days
prior notice of such assignment, shall have declared in writing
that such assignment will not result in a reduction or withdrawal
of the then current rating of the Notes or Certificates. An
assignment with such consent and satisfaction, if accepted by the
assignee, shall bind the assignee hereunder in the same manner as
the Administrator is bound hereunder. Notwithstanding the fore-
going, this Agreement may be assigned by the Administrator without
the consent of the Seller, the Owner Trustee and the Indenture
Trustee if the assignment is to (i) a corporation or other
organization that is a successor (by merger, consolidation or
purchase of assets) to the Administrator or (ii) to an Affiliate of
the Administrator; provided that (x) the obligations of the
Administrator under Section 1(a)(ii) are not assignable and (y)
such successor organization executes and delivers to the Seller,
the Owner Trustee and the Indenture Trustee an agreement in which
such corporation or other organization agrees to be bound hereunder
by the terms of said assignment in the same manner as the
Administrator is bound hereunder. Subject to the foregoing, this
Agreement shall bind any successors or assigns of the parties
hereto.
13. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
14. Headings. The section headings hereof have been inserted
for convenience of reference only and shall not be construed to
affect the meaning, construction or effect of this Agreement.
15. Counterparts. This Agreement may be executed in
counterparts, each of which when so executed shall together
constitute but one and the same agreement.
16. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall be ineffec-
tive 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.
17. Limitation of Liability of the Owner Trustee. Notwith-
standing anything contained herein to the contrary, this instrument
has been executed by Chase Manhattan Bank Delaware, not in its
individual capacity but solely in its capacity as Owner Trustee of
the Issuer, and in no event shall Chase Manhattan Bank Delaware in
its individual capacity or any beneficial owner of the Issuer have
any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuer hereunder, as to all
of which recourse shall be had solely to the assets of the Issuer.
For all purposes of this Agreement, in the performance of any
duties or obligations of the Issuer hereunder, the Owner Trustee
shall be subject to, and entitled to the benefits of, the terms and
provisions of Articles VI, VII and VIII of the Trust Agreement.
18. Third-Party Beneficiary. The Indenture Trustee is a
third-party beneficiary to this Agreement and is entitled to the
rights and benefits hereunder and may enforce the provisions hereof
as if it were a party hereto.
IN WITNESS WHEREOF, the parties have caused this Agree-
ment to be duly executed and delivered as of the day and year first
above written.
HOUSEHOLD CONSUMER LOAN TRUST 1997-2
By: CHASE MANHATTAN BANK DELAWARE, not
in its individual capacity but
solely as Owner Trustee
By:___________________________
Name:
Title:
HOUSEHOLD FINANCE CORPORATION,
in its individual capacity as
Administrator
By:___________________________
Name: X. X. Xxxx, Xx.
Title: Vice President and Treasurer
HOUSEHOLD CONSUMER LOAN CORPORATION
By:___________________________
Name: Xxxxxx X. Xxxxx
Title: Vice President and Assistant
Treasurer
CONSENTED TO BY:
THE BANK OF NEW YORK,
as Indenture Trustee
By:___________________________
Name:
Title:
