1
MASTER RECEIVABLES PURCHASE AGREEMENT
between
HOUSEHOLD AUTOMOTIVE FINANCE CORPORATION
Seller
and
HOUSEHOLD AUTO RECEIVABLES CORPORATION
Purchaser
dated as of
August 28, 2000
2
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS 1
SECTION 1.1General 1
SECTION 1.2Specific Terms 1
SECTION 1.3Other Definitional Provisions. 2
SECTION 1.4Certain References 2
SECTION 1.5No Recourse 2
ARTICLE II CONVEYANCE OF THE RECEIVABLES AND THE OTHER
CONVEYED PROPERTY 3
SECTION 2.1Purchase. 3
ARTICLE III REPRESENTATIONS AND WARRANTIES 5
SECTION 3.1Representations and Warranties of Seller 5
SECTION 3.2Representations and Warranties of HARC 6
ARTICLE IV COVENANTS OF SELLER 8
SECTION 4.1Seller's Covenants 8
ARTICLE V REPURCHASES 9
SECTION 5.1Repurchase of Receivables Upon Breach of
Warranty 9
SECTION 5.2Reassignment of Repurchased Receivables 9
SECTION 5.3Waivers 10
ARTICLE VI MISCELLANEOUS 10
SECTION 6.1Liability of Seller 10
SECTION 6.2Amendment 10
SECTION 6.3GOVERNING LAW 10
SECTION 6.4Notices 10
SECTION 6.5Severability of Provisions 10
SECTION 6.6Assignment 11
SECTION 6.7Acknowledgment and Agreement of each Seller11
SECTION 6.8Further Assurances 11
SECTION 6.9No Waiver; Cumulative Remedies 11
SECTION 6.10 Counterparts 12
SECTION 6.11 Binding Effect; Third-Party Beneficiaries 12
SECTION 6.12 Merger and Integration 12
SECTION 6.13 Heading 12
SECTION 6.14 Schedules and Exhibits 12
SECTION 6.15 Survival of Representations and Warranties12
SECTION 6.16 Nonpetition Covenant 12
EXHIBITS
EXHIBIT A Form of Receivables Purchase Agreement
Supplement
SCHEDULE A Schedule of Receivables
3
MASTER RECEIVABLES PURCHASE AGREEMENT
THIS MASTER RECEIVABLES PURCHASE AGREEMENT, dated
as of August 28, 2000, executed between Household Auto
Receivables Corporation, a Nevada corporation, as purchaser
("HARC") and Household Automotive Finance Corporation, a
Delaware corporation, as seller ("Seller").
W I T N E S S E T H :
WHEREAS, HARC has agreed to purchase from time to
time from Seller, and Seller, pursuant to this Agreement,
has agreed to transfer from time to time to HARC the
Receivables and the Other Conveyed Property.
NOW, THEREFORE, in consideration of the premises
and the mutual agreements hereinafter contained, and for
other good and valuable consideration, the receipt of which
is acknowledged, HARC and Seller, intending to be legally
bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 General
. Capitalized terms used herein without definition shall
have the respective meanings assigned to such terms in the
Master Sale and Servicing Agreement dated as of August 28,
2000, by and among Household Automotive Trust VI, as Issuer,
HARC, as Seller, Household Finance Corporation, as Master
Servicer, and The Chase Manhattan Bank, as Indenture
Trustee.
SECTION 1.2 Specific Terms
. Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have
the following meanings:
"Agreement" means this Master Receivables Purchase
Agreement and all amendments hereof and supplements hereto.
"Closing Date" means September 7, 2000.
"Conveyance" shall have the meaning specified in
Section 2.1.
"Conveyance Papers" shall have the meaning
specified in Section 3.1.
"Cutoff Date" shall have the meaning assigned to
such term in the applicable Series Supplement or Receivables
Purchase Agreement Supplement.
"Other Conveyed Property" means all money,
instruments, rights and other property that are subject or
intended to be subject to the lien and security interest of
the Indenture (including all property and interests granted
to the Indenture Trustee), including all proceeds thereof,
other than the Receivables.
"Purchase Date" means, with respect to
Receivables, any date, on which Receivables are to be
purchased by HARC pursuant to this Agreement and a Purchase
Agreement Supplement is executed and delivered by the Seller
and HARC.
"Receivables" means the Receivables listed on the
Schedules of Receivables attached to this Agreement or to
each Receivables Purchase Agreement Supplement as Schedule
A.
"Receivables Purchase Agreement Supplement" means
the agreement between HARC and the Seller, substantially in
the form of Exhibit A hereto.
4
"Repurchase Event" means a determination pursuant
to Section 2.1 and Section 3.2 of the Master Sale and
Servicing Agreement that HARC is required to repurchase a
Receivable.
"Schedule of Receivables" means the schedule of
Receivables sold and transferred pursuant to this Agreement
and the related Receivables Purchase Agreement Supplement
which is attached as Schedule A to this Agreement or to the
related Receivables Purchase Agreement Supplement.
SECTION 1.3 Other Definitional Provisions.
(a) All terms defined in this Agreement shall have the
defined meanings when used in any certificate, other
documents, or Conveyance Paper made or delivered pursuant
hereto unless otherwise defined herein.
(b) The words "hereof", "herein" and "hereunder" and words
of similar import when used in this Agreement or any
Conveyance Paper shall refer to this Agreement as a whole
and not to any particular provision of this Agreement; and
Section, Subsection, Schedule and Exhibit references
contained in this Agreement are references to Sections,
Subsections, Schedules and Exhibits in or to this Agreement
unless otherwise specified.
(c) All determinations of the principal or finance charge
balance of Receivables, and of any collections thereof,
shall be made in accordance with the Master Sale and
Servicing Agreement and all applicable Series Supplements.
SECTION 1.4 Certain References
. All references to the Principal Balance of a Receivable
as of any date of determination shall refer to the close of
business on such day, or as of the first day of a Collection
Period shall refer to the opening of business on such day.
All references to the last day of a Collection Period shall
refer to the close of business on such day.
SECTION 1.5 No Recourse
. Without limiting the obligations of Seller hereunder, no
recourse may be taken, directly or indirectly, under this
Agreement or any certificate or other writing delivered in
connection herewith or therewith, against any stockholder,
officer or director, as such, of Seller, or of any
predecessor or successor of Seller.
ARTICLE II
CONVEYANCE OF THE RECEIVABLES
AND THE OTHER CONVEYED PROPERTY
SECTION 2.1 Purchase.
(a) By execution of this Agreement and subject to the terms
and conditions of this Agreement, the Seller shall sell,
transfer, assign, and otherwise convey to HARC
(collectively, the "Conveyance") without recourse (but
without limitation of its obligations in this Agreement),
and HARC shall purchase, all right, title and interest of
Seller in and to:
(i) each and every Receivable listed on Schedule A hereto
or to the related Receivables Purchase Agreement Supplement
and all monies paid or payable thereon or in respect thereof
on or after the related Cutoff Date (including amounts due
on or before the related Cutoff Date but received by the
Seller on or after such date);
(ii) the security interests in the related Financed Vehicles
granted by Obligors pursuant to such Receivables and any
other interest of the Seller in such Financed Vehicles;
(iii) all rights of the Seller against Dealers pursuant
to Dealer Agreements or Dealer Assignments related to such
Receivables;
5
(iv) any proceeds and the right to receive proceeds with
respect to such Receivables repurchased by a Dealer,
pursuant to a Dealer Agreement, as a result of a breach of
representation or warranty in the related Dealer Agreement;
(v) all rights of Seller under any Service Contracts on the
related Financed Vehicles;
(vi) any proceeds and the right to receive proceeds with
respect to the related Receivables from claims on any
physical damage, loss, credit life or disability insurance
policies, if any, covering Financed Vehicles or Obligors,
including rebates of insurance premiums relating to the
Receivables and any proceeds from the liquidation of such
Receivables;
(vii) all items contained in the Receivables Files with
respect to such Receivables and any and all other documents
that Seller or Master Servicer keeps on file in accordance
with its customary procedures relating to the related
Receivables, or the related Financed Vehicles or Obligor;
(viii) property (including the right to receive future
Net Liquidation Proceeds) that secures each related
Receivable and that has been acquired by or on behalf of
HARC pursuant to liquidation of such Receivable;
(ix) all present and future claims, demands, causes and
choses in action in respect of any or all of the foregoing
and all payments on or under and all proceeds of every kind
and nature whatsoever in respect of any or all of the
foregoing, including all proceeds of the conversion,
voluntary or involuntary, into cash or other liquid
property, all cash proceeds, accounts, accounts receivable,
notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, condemnation awards, rights to
payment of any and every kind and other forms of obligations
and receivables, instruments and other property which at any
time constitute all or part of or are included in the
proceeds of any of the foregoing.
(b) Simultaneously with the conveyance of the Receivables
and the Other Conveyed Property to HARC by Seller, HARC has
paid or caused to be paid to or upon the order of Seller an
amount equal to 100% of the Principal Balance of the
Receivables on the books and records of Seller, plus the
present value of anticipated excess spread on such
Receivables, discounted to take into account any uncertainty
as to future performance matching historical performance,
servicing fees, delinquencies, pay down rates, yield and
such other factors as may be mutually agreed upon between
Seller and HARC, by wire transfer of immediately available
funds.
(c) In connection with such Conveyance, Seller further
agrees that it will, at its own expense, on or prior to the
Purchase Date (i) indicate in its computer files or
microfiche lists that the Receivables have been conveyed to
HARC in accordance with this Agreement and have been
conveyed by HARC to the Indenture Trustee pursuant to the
Master Sale and Servicing Agreement for the benefit of the
Noteholders by including in such computer files and
microfiche lists the code identifying each such Receivable
and (ii) deliver to HARC (or to the Indenture Trustee if
HARC so directs) a computer file or microfiche list
containing a true and complete list of all such Receivables
specifying for each such Receivable, as of the Cutoff Date
(A) its account number and (B) the outstanding balance of
such Receivable. Such computer files or microfiche lists
shall be delivered to HARC (or to the Indenture Trustee if
so directed by HARC) and marked as proprietary and
confidential. Seller further agrees not to alter the code
referenced in clause (i) of this paragraph with respect to
any Receivable during the term of this Agreement.
6
(d) The parties hereto intend that the conveyance of the
Seller's right, title and interest in and to the Receivables
and Other Conveyed Property shall constitute a sale,
conveying good title free and clear of any liens, claims,
encumbrances or rights of others from Seller to HARC and
that the Receivables and Other Conveyed Property shall not
be part of Seller's estate in the event of the insolvency of
Seller or a conservatorship, receivership or similar event
with respect to Seller. It is the intention of the parties
hereto that the arrangements with respect to the Receivables
and Other Conveyed Property shall constitute a purchase and
sale of such Receivables and not a loan. In the event,
however, that a court of competent jurisdiction were to hold
that the transactions evidenced hereby constitute a loan and
not a purchase and sale, it is the intention of the parties
hereto that this Agreement shall constitute a security
agreement under applicable law, and that Seller shall be
deemed to have granted to HARC a first priority perfected
security interest in all of such Seller's right, title and
interest in and to the Receivables and Other Conveyed
Property.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.1 Representations and Warranties of Seller
. Seller makes the following representations and warranties
as of the date hereof on which HARC relies in purchasing the
Receivables and the Other Conveyed Property and in
transferring the Receivables and the Other Conveyed Property
to the Issuer under the Master Sale and Servicing Agreement.
Such representations are made as of the execution and
delivery of this Agreement and as to Receivables and Other
Conveyed Property conveyed thereunder, as of the execution
and delivery of each Receivables Purchase Agreement
Supplement, but shall survive the sale, transfer and
assignment of the Receivables and the Other Conveyed
Property hereunder, and the sale, transfer and assignment
thereof by HARC to the Issuer under the Master Sale and
Servicing Agreement. Seller and HARC agree that HARC will
assign to Issuer all HARC's rights under this Agreement and
each Receivables Purchase Agreement Supplement and that the
Indenture Trustee will thereafter be entitled to enforce
this Agreement and each Receivables Purchase Agreement
Supplement against Seller in the Indenture Trustee's own
name on behalf of the Securityholders.
(a) Eligibility Criteria. Each of the Receivables which is
to be pledged as collateral for a Series of Notes will
satisfy the applicable Eligibility Criteria set forth in, or
to be set forth in, Schedule I to the Series Supplement
establishing such Series.
(b) Organization and Good Standing. The Seller is a
corporation duly organized and validly existing in good
standing under the laws of the State of Delaware and has, in
all material respects, full power and authority to own its
properties and conduct its business as such properties are
presently owned and such business is presently conducted,
and to execute, deliver and perform its obligations under
this Agreement.
(c) Due Obligation. The Seller is duly qualified to do
business and is in good standing as a foreign corporation
(or is exempt from such requirements) and has obtained all
necessary licenses and approvals, in each jurisdiction in
which failure to so qualify or to obtain such licenses and
approvals would (i) render any Receivable unenforceable by
the Seller, HARC or the Trust and (ii) have a material
adverse effect on the Noteholders.
(d) Due Authorization. The execution, delivery and
performance of this Agreement and any other document or
instrument delivered pursuant hereto (such other documents
and instruments, including, but not limited to, the
Receivables Purchase Agreement Supplement collectively, the
"Conveyance Papers") and the consummation of the
transactions provided for in this Agreement or any other
Conveyance Papers have been duly authorized by all necessary
corporate action on the part of the Seller.
7
(e) No Conflict. The execution and delivery of this
Agreement and the Conveyance Papers, the performance of the
transactions contemplated by this Agreement and the
Conveyance Papers, and the fulfillment of the terms of this
Agreement and the Conveyance Papers applicable to the Seller
will not conflict with, violate or result in any breach of
any of the material terms and provisions of, or constitute
(with or without notice or lapse of time or both) a material
default under, any indenture, contract, agreement, mortgage,
deed of trust, or other instrument to which the Seller is a
party or by which it or any of its properties are bound.
(f) No Violation. The execution, delivery and performance
of this Agreement and the Conveyance Papers and the
fulfillment of the terms contemplated herein and therein
applicable to the Seller will not conflict with or violate
any requirements of law applicable to the Seller.
(g) No Proceedings. There are no proceedings or
investigations pending or, to the best knowledge of the
Seller, threatened against the Seller, before any court,
regulatory body, administrative agency or other tribunal or
governmental instrumentality (i) asserting the invalidity
of this Agreement or the Conveyance Papers, (ii) seeking to
prevent the consummation of any of the transactions
contemplated by this Agreement or the Conveyance Papers,
(iii) seeking any determination or ruling that, in the
reasonable judgment of the Seller, would materially and
adversely affect the performance by the Seller of its
obligations under this Agreement or the Conveyance Papers,
(iv) seeking any determination or ruling that would
materially and adversely affect the validity or
enforceability of this Agreement or the Conveyance Papers or
(v) seeking to affect adversely the income tax attributes of
the Trust under United States Federal, Nevada or California
income tax systems.
(h) All Consents. All authorizations, consents, orders,
approvals, registrations or declarations with, or of, any
Governmental Authority required to be obtained, effected or
given by the Seller in connection with the execution and
delivery by the Seller of this Agreement or the Conveyance
Papers and the performance of the transactions contemplated
by this Agreement or the Conveyance Papers by the Seller
have been duly obtained, effected or given and are in full
force and effect.
SECTION 3.2 Representations and Warranties of HARC
. HARC makes the following representations and warranties,
on which Seller relies in selling, assigning, transferring
and conveying the Receivables and the Other Conveyed
Property to HARC hereunder. Such representations are made
as of the execution and delivery of this Agreement and as to
Receivables and Other Conveyed Property conveyed thereunder,
as of the execution and delivery of each Receivables
Purchase Agreement Supplement, but shall survive the sale,
transfer and assignment of the Receivables and the Other
Conveyed Property hereunder and the sale, transfer and
assignment thereof by HARC to the Issuer under the Master
Sale and Servicing Agreement.
(a) Organization and Good Standing. HARC is a corporation
duly organized and validly existing under the laws of the
State of Nevada and has, in all material respects, full
power and authority to own its properties and conduct its
business as such properties are presently owned and such
business is presently conducted and to execute, deliver and
perform its obligations under this Agreement and the
Conveyance Papers.
(b) Due Authorization. The execution and delivery of this
Agreement and the Conveyance Papers and the consummation of
the transactions provided for in this Agreement and the
Conveyance Papers have been duly authorized by HARC by all
necessary corporate action on the part of HARC .
8
(c) No Conflict. The execution and delivery of this
Agreement and the Conveyance Papers, the performance of the
transactions contemplated by this Agreement and the
Conveyance Papers, and the fulfillment of the terms hereof
and thereof, will not conflict with, result in any breach of
any of the material terms and provisions of, or constitute
(with or without notice or lapse of time or both) a material
default under, any indenture, contract, agreement, mortgage,
deed of trust or other instrument to which HARC is a party
or by which it or its properties is bound.
(d) No Violation. The execution, delivery and performance
of this Agreement and the Conveyance Papers by HARC and the
fulfillment of the terms contemplated herein and therein
applicable to HARC will not conflict with or violate any
requirements of law applicable to HARC.
(e) No Proceeding. There are no proceedings or
investigations pending or, to the best knowledge of HARC,
threatened against HARC, before any court, regulatory body,
administrative agency, or other tribunal or governmental
instrumentality (i) asserting the invalidity of this
Agreement or the Conveyance Papers, (ii) seeking to prevent
the consummation of any of the transactions contemplated by
this Agreement or the Conveyance Papers, (iii) seeking any
determination or ruling that, in the reasonable judgment of
HARC, would materially and adversely affect the performance
by HARC of its obligations under this Agreement or the
Conveyance Papers or (iv) seeking any determination or
ruling that would materially and adversely affect the
validity or enforceability of this Agreement or the
Conveyance Papers.
(f) All Consents. All authorizations, consents, orders or
approvals of or registrations or declarations with any
Governmental Authority required to be obtained, effected or
given by HARC in connection with the execution and delivery
by HARC of this Agreement and the Conveyance Papers and the
performance of the transactions contemplated by this
Agreement and the Conveyance Papers or the fulfillment of
the terms of this Agreement and the Conveyance Papers by
HARC have been duly obtained.
In the event of any breach of a representation and
warranty made by HARC hereunder, Seller covenants and agrees
that it will not take any action to pursue any remedy that
it may have hereunder, in law, in equity or otherwise, until
a year and a day have passed since the date on which all
Notes and Certificates issued by the Trust, have been paid
in full. Seller and HARC agree that damages will not be an
adequate remedy for such breach and that this covenant may
be specifically enforced by HARC, Issuer or by the Indenture
Trustee on behalf of the Noteholders and Owner Trustee on
behalf of the Certificateholders. Seller agrees that with
respect to its obligations in connection with a Repurchase
Event it will exercise no rights of offset with respect to
any claims it may have against HARC.
ARTICLE IV
COVENANTS OF SELLER
SECTION 4.1 Seller's Covenants
. Seller hereby covenants and agrees with HARC as follows:
(a) Receivables Not To Be Evidenced by Promissory Notes.
Seller will take no action to cause any Receivable to be
evidenced by any instrument (as defined in the UCC).
(b) Security Interests. Except for the conveyances
hereunder or as otherwise provide herein, Seller will not
sell, pledge, assign or transfer to any other Person, or
take any other action inconsistent with HARC's ownership of
the Receivables or grant, create, incur, assume or suffer to
exist any Lien on any Receivable, whether now existing or
hereafter created, or any interest therein, and Seller shall
not claim any ownership interest in the Receivables and
shall defend the right, title and interest of HARC in and to
the Receivables, whether now existing or hereafter created,
against all claims of third parties claiming through or
under Seller.
9
(c) Security's Interest. Except for the conveyances
hereunder and in connection with any transaction permitted
pursuant to Section 6.6, Seller hereby agrees not to
transfer, assign, exchange or otherwise convey or pledge,
hypothecate or otherwise grant a security interest in the
Receivables and any such attempted transfer, assignment,
exchange, conveyance, pledge, hypothecation or grant shall
be void.
(d) Delivery of Collections or Recoveries. In the event
that Seller receives collections or recoveries with respect
to the Receivables, Seller agrees to pay to HARC (or to the
Master Servicer if HARC so directs) all such collections and
recoveries to the extent such amounts are payable to HARC as
soon as practicable after receipt thereof.
(e) Notice of Liens. The Seller shall notify HARC promptly
after becoming aware of any Lien on any Receivable other
than the conveyances hereunder.
(f) Documentation of Transfer. The Seller shall undertake
to file the documents which would be necessary to perfect
and maintain the transfer of the security interest in and to
the Receivables and Other Conveyed Assets.
(g) Approval of Office Records. Seller shall cause this
Agreement to be duly approved by Seller's Board of
Directors, and Seller shall maintain the Agreement as a part
of the official records of Seller for the term of the
Agreement.
ARTICLE V
REPURCHASES
SECTION 5.1 Repurchase of Receivables Upon Breach of
Warranty
. Upon the occurrence of a Repurchase Event, Seller shall,
unless the breach which is the subject of such Repurchase
Event shall have been cured in all material respects,
repurchase the Receivable relating thereto from the Issuer
by the last day of the first full calendar month following
the discovery of such breach by the Seller or receipt by the
Seller of notice of such breach from any of the Master
Servicer, HARC, a Trust Officer of the Indenture Trustee or
the Owner Trustee and, simultaneously with the repurchase of
the Receivable, Seller shall deposit the Repurchase Amount
in full, without deduction or offset, in the Master
Collection Account, pursuant to Section 3.2 of the Master
Sale and Servicing Agreement. It is understood and agreed
that, except as set forth in Section 6.1 hereof, the
obligation of Seller to repurchase any Receivable, as to
which a breach occurred and is continuing, shall, if such
obligation is fulfilled, constitute the sole remedy against
Seller for such breach available to HARC, the Issuer, the
Noteholders, the Certificateholders, the Indenture Trustee,
on behalf of the Noteholders or the Owner Trustee on behalf
of Certificateholders. The provisions of this Section 5.1
are intended to grant the Indenture Trustee or the Issuer a
direct right against Seller to demand performance hereunder,
and in connection therewith, Seller waives any requirement
of prior demand against HARC with respect to such repurchase
obligation. Any such repurchase shall take place in the
manner specified in Section 3.2 of the Master Sale and
Servicing Agreement. Notwithstanding any other provision of
this Agreement or the Master Sale and Servicing Agreement to
the contrary, the obligation of Seller under this Section
shall not terminate upon a termination of Household Finance
Corporation as Master Servicer under the Master Sale and
Servicing Agreement and shall be performed in accordance
with the terms hereof notwithstanding the failure of the
Master Servicer or HARC to perform any of their respective
obligations with respect to such Receivable under the Master
Sale and Servicing Agreement.
10
SECTION 5.2 Reassignment of Repurchased Receivables
. Upon deposit in the Master Collection Account of the
Repurchase Amount of any Receivable repurchased by Seller
under Section 5.1 hereof, HARC and the Issuer shall take
such steps as may be reasonably requested by Seller in order
to assign to Seller all of HARC's and the Issuer's right,
title and interest in and to such Receivable and all
security and documents and all Other Conveyed Property
conveyed to HARC and the Issuer directly relating thereto,
without recourse, representation or warranty, except as to
the absence of liens, charges or encumbrances created by or
arising as a result of actions of HARC or the Issuer. Such
assignment shall be a sale and assignment outright, and not
for security. If, following the reassignment of a
Repurchased Receivable, in any enforcement suit or legal
proceeding, it is held that Seller may not enforce any such
Receivable on the ground that it shall not be a real party
in interest or a holder entitled to enforce the Receivable,
HARC and the Issuer shall, at the expense of Seller, take
such steps as Seller deems reasonably necessary to enforce
the Receivable, including bringing suit in HARC's or in the
Issuer's name.
SECTION 5.3 Waivers
. No failure or delay on the part of HARC, or the Issuer as
assignee of HARC, in exercising any power, right or remedy
under this Agreement shall operate as a waiver thereof, nor
shall any single or partial exercise of any such power,
right or remedy preclude any other or future exercise
thereof or the exercise of any other power, right or remedy.
ARTICLE VI
MISCELLANEOUS
SECTION 6.1 Liability of Seller
. Seller shall be liable in accordance herewith only to the
extent of the obligations in this Agreement specifically
undertaken by Seller and the representations and warranties
of Seller.
SECTION 6.2 Amendment
. This Agreement and any Conveyance Papers and the rights
and obligations of the parties hereunder may not be changed
orally, but only by an instrument in writing signed by HARC
and the Seller in accordance with this Section 6.2. This
Agreement and any Conveyance Papers may be amended from time
to time by HARC and the Seller, provided that HARC provides
to the Seller (a) an Officer's Certificate to the effect
that HARC reasonably believes that such amendment will not
have an adverse effect upon the interest of the Noteholders
or Certificateholders and (b) an Opinion of Counsel
addressed and delivered to the Seller, dated the date of
such amendment, to the effect that the conditions precedent
to any such amendment have been satisfied.
SECTION 6.3 GOVERNING LAW
. THIS AGREEMENT AND THE CONVEYANCE PAPERS 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.
SECTION 6.4 Notices
. All demands, notices and communications hereunder shall
be in writing and shall be deemed to have been duly given if
personally delivered at or mailed by registered mail, return
receipt requested, to (a) in the case of the Seller, 00000
Xx Xxxxxx Xxxx, Xxx Xxxxx, XX. 00000, Attention: Chief
Operating Officer, with a copy to 0000 Xxxxxxx Xxxx,
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Director--
Asset Securitization, (b) in the case of HARC, 0000 Xxxx
Xxxxxx Xxxxx, Xxx Xxxxx, Xxxxxx 00000 Attention: Compliance
Officer, with a copy to 0000 Xxxxxxx Xxxx, Xxxxxxxx Xxxxxxx,
Xxxxxxxx 00000, Attention: Treasurer; or, as to each
party, at such other address as shall be designated by such
party in a written notice to each other party.
11
SECTION 6.5 Severability of Provisions
. If any one or more of the covenants, agreements,
provisions, or terms of this Agreement or Conveyance Paper
shall for any reason whatsoever be held invalid, then such
covenants, agreements, provisions, or terms shall be deemed
severable from the remaining covenants, agreements,
provisions, and terms of this Agreement or any Conveyance
Paper and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or
of any Conveyance Paper.
SECTION 6.6 Assignment
. Notwithstanding anything to the contrary contained
herein, other than HARC's assignment of its rights, title,
and interests in, to, and under this Agreement to the
Indenture Trustee for the benefit of the Noteholders, as
contemplated by the Master Sale and Servicing Agreement and
Section 6.6 hereof, the Receivables, the Other Conveyed
Property, this Agreement and all other Conveyance Papers may
not be assigned by the parties hereto; provided, however,
that Seller shall have the right to assign its rights, title
and interests, in to and under this Agreement to (i) any
successor by merger or consolidation, or any Person which
acquires by conveyance, transfer or sale the properties and
assets of Seller (ii) any Affiliate owned directly or
indirectly by Household International, Inc. or (iii) to any
entity provided that the Rating Agency has advised HARC and
Seller that the Rating Agency Condition has been satisfied.
The right granted in the foregoing proviso is subject to the
further condition that any such successor or other Person
shall expressly assume by written agreement, in form and
substance satisfactory to HARC, the obligations of Seller
hereunder and under the Conveyance Papers.
SECTION 6.7 Acknowledgment and Agreement of each Seller
. By execution below, the Seller expressly acknowledges and
agrees that all of HARC's right, title, and interest in, to,
and under this Agreement, including, without limitation, all
of HARC's right title, and interest in and to the
Receivables purchased pursuant to this Agreement, shall be
assigned by HARC to the Issuer and by the Issuer to the
Indenture Trustee for the benefit of the Noteholders, and
Seller consents to such assignment. Additionally, Seller
agrees for the benefit of the Indenture Trustee that any
amounts payable by Seller to HARC hereunder which are to be
paid by HARC to the Indenture Trustee for the benefit of the
Noteholders shall be paid by Seller, on behalf of HARC,
directly to the Indenture Trustee. Any payment required to
be made on or before a specified date in same-day funds may
be made on the prior business day in next-day funds.
SECTION 6.8 Further Assurances
. HARC and Seller agree to do and perform, from time to
time, any and all acts and to execute any and further
instruments required or reasonably requested by the other
party more fully to effect the purposes of this Agreement
and the Conveyance Papers, including, without limitation,
the execution of any financing statements or continuation
statements or equivalent documents relating to the
Receivables for filing under the provisions of the UCC or
other law of any applicable jurisdiction.
SECTION 6.9 No Waiver; Cumulative Remedies
. No failure to exercise and no delay in exercising, on the
part of HARC or Seller, any right, remedy, power or
privilege hereunder, shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy,
power or privilege. The rights, remedies, powers and
privileges herein provided are cumulative and not exhaustive
of any rights, remedies, powers and privileges provided by
law.
12
SECTION 6.10 Counterparts
. This Agreement and all Conveyance Papers may be executed
in two or more counterparts (and by different parties on
separate counterparts), each of which shall be an original,
but all of which together shall constitute one and the same
instrument.
SECTION 6.11 Binding Effect; Third-Party Beneficiaries
. This Agreement and the Conveyance Papers will inure to
the benefit of and be binding upon the parties hereto and
their respective successors and permitted assigns. Each of
the Indenture Trustee and the Issuer shall be considered a
third-party beneficiary of this Agreement.
SECTION 6.12 Merger and Integration
. Except as specifically stated otherwise herein, this
Agreement and the Conveyance Papers set forth the entire
understanding of the parties relating to the subject matter
hereof, and all prior understandings, written or oral, are
superseded by this Agreement and the Conveyance Papers.
This Agreement and the Conveyance Papers may not be
modified, amended, waived or supplemented except as provided
herein.
SECTION 6.13 Heading
. The headings are for purposes of reference only and shall
not otherwise affect the meaning or interpretation of any
provision hereof.
SECTION 6.14 Schedules and Exhibits
. The schedules and exhibits attached hereto and referred
to herein shall constitute a part of this Agreement and are
incorporated into this Agreement for all purposes.
SECTION 6.15 Survival of Representations and Warranties
. All representations, warranties and agreements contained
in this Agreement or contained in any Conveyance Paper,
shall remain operative and in full force and effect and
shall survive conveyance of the Receivables by HARC to the
Issuer pursuant to the Master Sale and Servicing Agreement.
SECTION 6.16 Nonpetition Covenant
. Until the date which is one year and one day after
payment in full of all the Notes of all Series, neither HARC
nor Seller shall petition or otherwise invoke the process of
any court or government authority for the purpose of
commencing or sustaining a case against HARC, Seller or the
Issuer under any Federal or state bankruptcy, insolvency or
similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official
of HARC, Seller or the Issuer or any substantial part of
their respective properties, or ordering the winding up or
liquidation of the affairs of HARC, Seller or the Issuer.
This provision shall survive the termination of this
Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have caused this
Master Purchase Agreement to be duly executed by their
respective officers as of the day and year first above
written.
HOUSEHOLD AUTOMOTIVE FINANCE
CORPORATION,
as Seller
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
& Chief Financial Officer
HOUSEHOLD AUTO RECEIVABLES
CORPORATION,
as Purchaser
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Vice Present and
Assistant Treasurer
13
[Signature Page for Master Receivables Purchase Agreement]
EXHIBIT A
FORM OF RECEIVABLES PURCHASE AGREEMENT SUPPLEMENT
Transfer No. of Receivables, dated as of
___________________, pursuant to a Master Receivables
Purchase Agreement (the "Purchase Agreement") dated as of
August 28, 2000, between Household Automotive Finance
Corporation, a Delaware corporation (the "Seller") and
Household Auto Receivables Corporation, a Nevada corporation
("HARC").
W I T N E S S E T H :
WHEREAS pursuant to the Purchase Agreement, the
Seller wishes to convey Receivables and Other Conveyed
Property to HARC; and
WHEREAS, HARC is willing to accept such conveyance
subject to the terms and conditions hereof.
NOW, THEREFORE, the Seller and HARC hereby agree
as follows:
1. Defined Terms. Capitalized terms used herein shall
have the meanings ascribed to them in the Purchase Agreement
unless otherwise defined herein.
"Cutoff Date" shall mean with respect to the
Receivables conveyed hereby, ___________________, 200_.
"Purchase Date" shall mean with respect to the
Receivables conveyed hereby, ___________________, 200_.
"Purchase Price" shall mean 100% of the Principal
Balance of the Receivables on the books and records of the
Seller, plus the present value of anticipated excess spread
on such Receivables, discounted to take into account any
uncertainty as to future performance matching historical
performance, servicing fees, delinquencies, paydown rates,
yield and such other factors as may be mutually agreed upon
by Seller and HARC.
2. Schedule of Receivables. Annexed as Schedule A hereto
is a computer tape which reflects the Receivables that
constitute the Receivables to be conveyed pursuant to this
Agreement on the Purchase Date.
3. Conveyance of Receivables. In consideration of HARC's
delivery to or upon the order of the Seller of the Purchase
Price, the Seller does hereby sell, transfer, assign, set
over and otherwise convey to HARC, without recourse (except
as expressly provided in the Purchase Agreement), all right,
title and interest of the Seller in and to:
(i) each and every Receivable listed on Schedule A hereto
and all monies paid or payable thereon or in respect thereof
on or after the related Cutoff Date (including amounts due
on or before the related Cutoff Date but received by the
Seller on or after such date);
(ii) the security interests in the related Financed Vehicles
granted by Obligors pursuant to such Receivables and any
other interest of the Seller in such Financed Vehicles;
(iii) all rights of the Seller against Dealers pursuant
to Dealer Agreements or Dealer Assignments related to such
Receivables;
(iv) any proceeds and the right to receive proceeds with
respect to such Receivables repurchased by a Dealer,
pursuant to a Dealer Agreement, as a result of a breach of
representation or warranty in the related Dealer Agreement;
(v) all rights of Seller under any Service Contracts on the
related Financed Vehicles;
14
(vi) any proceeds and the right to receive proceeds with
respect to the related Receivables from claims on any
physical damage, loss, credit life or disability insurance
policies, if any, covering Financed Vehicles or Obligors,
including rebates of insurance premiums relating to the
Receivables and any proceeds from the liquidation of such
Receivables;
(vii) all items contained in the Receivables Files with
respect to such Receivables and any and all other documents
that Seller or Master Servicer keeps on file in accordance
with its customary procedures relating to the related
Receivables, or the related Financed Vehicles or Obligor;
(viii) property (including the right to receive future
Net Liquidation Proceeds) that secures each related
Receivable and that has been acquired by or on behalf of
HARC pursuant to liquidation of such Receivable;
(ix) all present and future claims, demands, causes and
chooses in action in respect of any or all of the foregoing
and all payments on or under and all proceeds of every kind
and nature whatsoever in respect of any or all of the
foregoing, including all proceeds of the conversion,
voluntary or involuntary, into cash or other liquid
property, all cash proceeds, accounts, accounts receivable,
notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, condemnation awards, rights to
payment of any and every kind and other forms of obligations
and receivables, instruments and other property which at any
time constitute all or part of or are included in the
proceeds of any of the foregoing.
4. Representations and Warranties of the Seller. As of
the Purchase Date, the Seller hereby makes the
representations and warranties to HARC that are set forth in
Section 3.1 of the Purchase Agreement with respect to the
Conveyance effected hereby to the same extent as if set
forth in full herein.
5. Representations and Warranties of HARC. As of the
Purchase Date, HARC hereby makes the representations and
warranties to the Seller that are set forth in Section 3.2
of the Purchase Agreement with respect to the Conveyance
effected hereby to the same extent as if set forth in full
herein.
In the event of any breach of a representation and
warranty made by HARC hereunder, Seller covenants and agrees
that it will not take any action to pursue any remedy that
it may have hereunder, in law, in equity or otherwise, until
a year and a day have passed since the date on which all
Notes and Certificates issued by the Trust have been paid in
full. Seller and HARC agree that damages will not be an
adequate remedy for such breach and that this covenant may
be specifically enforced by HARC, Issuer or by the Indenture
Trustee on behalf of the Noteholders and Owner Trustee on
behalf of the Certificateholders.
6. Conditions Precedent. The obligation of HARC to
acquire the Receivables hereunder is subject to the
satisfaction, on or prior to the Purchase Date, of the
following conditions precedent:
(a) Representations and Warranties. Each of the
representations and warranties made by the Seller in Section
4 of this Agreement and in Section 3.1 of the Master
Receivables Purchase Agreement shall be true and correct as
of the date of this Agreement and as of the Purchase Date.
(b) Additional Information. The Seller shall have
delivered to HARC such information as was reasonably
requested by HARC to satisfy itself as to (i) the accuracy
of the representations and warranties set forth in Section 4
of this Agreement and in Section 3.1 of the Master
Receivables Purchase Agreement and (ii) the satisfaction of
the conditions set forth in this Section.
7. Ratification of Agreement. As supplemented by this
Agreement, the Master Receivables Purchase Agreement is in
all respects ratified and confirmed and the Master
Receivables Purchase Agreement as so supplemented by this
Agreement shall be read, taken and construed as one and the
same instrument.
15
8. Counterparts. This Agreement may be executed in two or
more counterparts (and by different parties in separate
counterparts), each of which shall be an original but all of
which together shall constitute one and the same instrument.
9. Conveyance of the Receivables and the Other Conveyed
Property to the Issuer. Seller acknowledges that HARC
intends, pursuant to the Master Sale and Servicing
Agreement, to convey the Receivables and the Other Conveyed
Property, together with its rights under this Agreement, to
the Issuer on the Transfer Date. Seller acknowledges and
consents to such conveyance and pledge and waives any
further notice thereof and covenants and agrees that the
representations and warranties of Seller contained in this
Agreement and the rights of HARC hereunder are intended to
benefit the Issuer, the Owner Trustee, the Noteholders and
the Certificateholders. In furtherance of the foregoing,
Seller covenants and agrees to perform its duties and
obligations hereunder, in accordance with the terms hereof
for the benefit of the Issuer, the Owner Trustee, the
Indenture Trustee and the Noteholders and that,
notwithstanding anything to the contrary in this Agreement,
Seller shall be directly liable to the Issuer, the Owner
Trustee, the Indenture Trustee and the Noteholders
(notwithstanding any failure by the Master Servicer or HARC
to perform their respective duties and obligations hereunder
or under Basic Documents) and that the Indenture Trustee may
enforce the duties and obligations of Seller under this
Agreement against Seller for the benefit of the Noteholders
and the Owner Trustee.
10. 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.
IN WITNESS WHEREOF, the Seller and HARC have
caused this Purchase Agreement to be duly executed and
delivered by their respective duly authorized officers as of
day and the year first above written.
HOUSEHOLD AUTOMOTIVE FINANCE
CORPORATION,
as Seller
By:
Name:
Title:
HOUSEHOLD AUTO RECEIVABLES
CORPORATION,
as Purchaser
By:
Name:
Title:
SCHEDULE A
SCHEDULE OF RECEIVABLES
(COMPUTER TAPE)
