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EXHIBIT 10.4
[FORM OF ADMINISTRATION AGREEMENT]
This ADMINISTRATION AGREEMENT dated as of March 1, 1997 (as
amended from time to time, this "Agreement"), among HOUSEHOLD CONSUMER LOAN
CORPORATION, a Nevada corporation ("HCLC"), HOUSEHOLD CONSUMER LOAN TRUST
1997-1, 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 1997-1, 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 March 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 1997-1 (the "Certificates" and
together with the Notes, the "Securities") pursuant to the Trust Agreement
dated as of March 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
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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, instruments, 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);
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(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
obligations as to the satisfaction and discharge of the
Indenture 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);
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(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 the Owner Trustee, as
compensation for its services, such fees as have been
separately agreed upon before the date hereof, and the
Administrator will reimburse the Owner 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 may reasonably employ in connection with the
exercise and performance of its rights and its duties under
the Basic Documents; and
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(E) be liable as primary obligor for,
and will indemnify the Owner Trustee and its 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 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 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 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 Administrator
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
Agreement 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
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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,
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
Certificateholders 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.
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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 connection 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 contractors 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
Administrator shall not be under any obligation to take any action,
and in any event shall not take any action unless the Administrator
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;
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(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 hereunder, 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 Administrator
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 contractor and shall not
be subject to the supervision of the
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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 either 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 Administrator.
(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
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order shall not have been vacated within 60 days, in respect of the
Administrator in any involuntary case under any applicable 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 specified
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-
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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
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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
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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 Certificateholder, 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
foregoing, 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.
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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 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.
17. Limitation of Liability of the Owner Trustee. Notwithstanding
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.
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IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed and delivered as of the day and year first above written.
HOUSEHOLD CONSUMER LOAN TRUST 1997-1
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:
Title:
HOUSEHOLD CONSUMER LOAN CORPORATION
By:
-------------------------------------
Name:
Title:
CONSENTED TO BY:
THE BANK OF NEW YORK,
as Indenture Trustee
By:
--------------------------------
Name:
Title:
16
EXHIBIT A
POWER OF ATTORNEY
STATE OF NEW YORK )
)
COUNTY OF NEW YORK )
KNOW ALL MEN BY THESE PRESENTS, that Household Consumer Loan Trust
1997-1 (the "Issuer"), does hereby make, constitute and appoint Household
Finance Corporation, as administrator (the "Administrator") under the
Administration Agreement dated as of March 1, 1997 (the "Administration
Agreement"), among the Issuer, Chase Manhattan Bank Delaware, as the Owner
Trustee, Household Consumer Loan Corporation, as the Seller, and Household
Finance Corporation, as the Administrator, as the same may be amended from time
to time, and its agents and attorneys, as Attorneys-in-Fact to execute on
behalf of the Issuer all such documents, reports, filings, instruments,
certificates and opinions as it shall be the duty of the Issuer to prepare,
file or deliver pursuant to the Related Agreements, including, without
limitation, to appear for and represent the Issuer in connection with the
preparation, filing and audit of federal, state and local tax returns
pertaining to the Issuer, and with full power to perform any and all acts
associated with such returns and audits that the Issuer could perform,
including without limitation, the right to distribute and receive confidential
information, defend and assert positions in response to audits, initiate and
defend litigation, and to execute waivers of restrictions on assessments of
deficiencies, consents to the extension of any statutory or regulatory time
limit, and settlements.
All powers of attorney for this purpose heretofore filed or executed
by the Issuer are hereby revoked.
Capitalized terms that are used and not otherwise defined herein shall
have the meanings ascribed thereto in the Administration Agreement.
A-1
17
EXECUTED this ___ day of March, 1997.
HOUSEHOLD CONSUMER LOAN TRUST 1997-1
By: CHASE MANHATTAN BANK DELAWARE,
not in its individual capacity but
solely as Owner Trustee
By:
---------------------------------------------
Name:
Title:
HOUSEHOLD CONSUMER LOAN CORPORATION,
as Seller
By:
---------------------------------------------
Name:
Title:
A-2
