EXHIBIT 10.3
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HOUSEHOLD CONSUMER LOAN CORPORATION II
and
THE SELLERS NAMED HEREIN
RECEIVABLES PURCHASE AGREEMENT
Dated as of September 30, 2002
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TABLE OF CONTENTS
PAGE
ARTICLE I DEFINITIONS.............................................................................................. 1
Section 1.01. Definitions............................................................................. 1
Section 1.02. Other Definitional Provisions........................................................... 5
ARTICLE II PURCHASE AND CONVEYANCE OF RECEIVABLES.................................................................. 5
Section 2.01. Purchase................................................................................ 5
Section 2.02. Addition of Aggregate Addition Accounts................................................. 7
Section 2.03. Addition of New Accounts................................................................ 8
Section 2.04. Representations and Warranties.......................................................... 9
Section 2.05. Delivery of Documents................................................................... 9
ARTICLE III CONSIDERATION AND PAYMENT.............................................................................. 10
Section 3.01. Purchase Price.......................................................................... 10
Section 3.02. Adjustments to Purchase Price........................................................... 10
ARTICLE IV REPRESENTATIONS AND WARRANTIES.......................................................................... 11
Section 4.01. Representations and Warranties of the Sellers Relating to the Sellers................... 11
Section 4.02. Representations and Warranties of the Sellers Relating to the Agreement and
the Receivables......................................................................... 13
Section 4.03. Representations and Warranties of the Company........................................... 14
ARTICLE V COVENANTS................................................................................................ 15
Section 5.01. Covenants of the Sellers................................................................ 15
ARTICLE VI REPURCHASE OBLIGATION................................................................................... 17
Section 6.01. Reassignment of Ineligible Receivables.................................................. 17
Section 6.02. Reassignment of Trust Portfolio......................................................... 17
ARTICLE VII CONDITIONS PRECEDENT................................................................................... 18
Section 7.01. Conditions to the Company's Obligations Regarding Initial Receivables................... 18
Section 7.02. Conditions Precedent to the Seller's Obligations........................................ 19
ARTICLE VIII TERM AND PURCHASE TERMINATION......................................................................... 19
Section 8.01. Term.................................................................................... 19
Section 8.02. Purchase Termination.................................................................... 19
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ARTICLE IX MISCELLANEOUS PROVISIONS................................................................................ 20
Section 9.01. Amendment............................................................................... 20
Section 9.02. Governing Law........................................................................... 20
Section 9.03. Notices................................................................................. 20
Section 9.04. Severability of Provisions.............................................................. 21
Section 9.05. Assignment.............................................................................. 21
Section 9.06. Acknowledgement and Agreement of the Sellers............................................ 21
Section 9.07. Further Assurances...................................................................... 21
Section 9.08. No Waiver; Cumulative Remedies.......................................................... 22
Section 9.09. Counterparts............................................................................ 22
Section 9.10. Binding; Third-Party Beneficiaries...................................................... 22
Section 9.11. Merger and Integration.................................................................. 22
Section 9.12. Headings................................................................................ 22
Section 9.13. Schedules and Exhibits.................................................................. 22
Section 9.14. Survival of Representations and Warranties.............................................. 22
Section 9.15. Nonpetition Covenant.................................................................... 22
SCHEDULE AND EXHIBITS
Exhibit A FORM OF SUPPLEMENTAL CONVEYANCE
Schedule I LIST OF ACCOUNTS
Annex I LIST OF SELLERS
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RECEIVABLES PURCHASE AGREEMENT, dated as of September 30, 2002
by and among THE SELLERS as defined herein and any of their successors and
permitted assigns (each individually, a "SELLER" and collectively, the
"SELLERS"), and HOUSEHOLD CONSUMER LOAN CORPORATION II, a Delaware corporation
and its successors and permitted assigns (the "COMPANY").
W I T N E S S E T H:
WHEREAS, the Company desires to purchase, from time to time,
certain Receivables (hereinafter defined) due or to become due to the Sellers
under certain credit agreements of the Sellers;
WHEREAS, the Sellers desire to sell and assign from time to
time certain Receivables to the Company upon the terms and conditions
hereinafter set forth;
WHEREAS, it is contemplated that the Receivables purchased
hereunder will be transferred by the Company to the Trust (hereinafter defined)
in connection with the issuance of certain Securities (hereinafter defined); and
WHEREAS, the Sellers agree that all representations,
warranties, covenants and agreements made by the Sellers herein with respect to
the Accounts (hereinafter defined) and Receivables shall also be for the benefit
of the Owner Trustee (hereinafter defined), the Indenture Trustee (hereinafter
defined) and all beneficiaries of the Trust, including the holders of the
Securities.
NOW, THEREFORE, it is hereby agreed by and between the Company
and the Sellers as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. All capitalized terms used herein
or in any certificate, document, or Conveyance Paper made or delivered pursuant
hereto, and not defined herein or therein, shall have the meaning ascribed
thereto in the Transfer and Servicing Agreement; in addition, the following
words and phrases shall have the following meanings:
"Account" shall mean (a) each Initial Account, (b) each
Additional Account (but only from and after the Addition Date with respect
thereto), (c) each Related Account, and (d) each account into which an Account
shall be transferred (a "TRANSFERRED ACCOUNT"); provided that (i) such transfer
was made in accordance with the Credit Guidelines and (ii) such account can be
traced or identified as an account into which an Account has been transferred,
but shall exclude (e) any Account that (x) after the Removal Date, the newly
generated Receivables in which shall not be assigned to the Company hereunder,
(y) the right, title and interest of the Company in the Receivables in which are
reassigned to the related Seller pursuant to Section 6.01 or (z) the right,
title and interest of the Trust in the Receivables in which are assigned and
transferred to the Servicer pursuant to Section 3.03 of the Transfer and
Servicing Agreement.
"Account Owner" shall mean the relevant Seller, or any entity
which is the issuer of the consumer loan relating to an Account pursuant to a
Credit Agreement and/or a seller of Receivables to the Company.
"Addition Date" shall mean (a) with respect to Aggregate
Addition Accounts (or Participation Interests), the date from and after which
such Aggregate Addition Accounts are to be included as Accounts pursuant to
Section 2.02 and (b) with respect to New Accounts, the first Distribution Date
following the calendar month in which the later of the dates on which such New
Accounts are originated or designated (or such Participation Interests are
included) pursuant to Section 2.03 occurs.
"Addition Notice Date" shall have the meaning specified in
Section 2.02 of this Agreement.
"Additional Account" shall mean each New Account and each
Aggregate Addition Account.
"Additional Cut-Off Date" shall mean (a) with respect to
Aggregate Addition Accounts, the date specified as such in the notice delivered
with respect thereto pursuant to Section 2.02, and (b) with respect to New
Accounts, the later of the dates on which such New Accounts are originated or
designated pursuant to Section 2.03.
"Aggregate Addition Account" shall mean each Eligible Account
that is designated pursuant to Section 2.02 to be included as an Account and is
identified in the computer file or microfiche list delivered to the Company by
the related Seller pursuant to Sections 2.01 and 2.05.
"Agreement" shall mean this Receivables Purchase Agreement and
all amendments hereof and supplements hereto.
"Business Day" shall mean any day other than (a) a Saturday or
Sunday or (b) any other day on which national banking associations or state
banking institutions in New York City, New York, Delaware, Nevada, Illinois,
Indiana or any other State in which the principal executive offices of any
Seller, the Servicer, the Owner Trustee or the Indenture Trustee, as the case
may be, are located, are authorized or obligated by law, executive order or
governmental decree to be closed.
"Closing Date" shall mean September 30, 2002.
"Company" shall mean Household Consumer Loan Corporation II, a
Delaware corporation, and its successors and permitted assigns.
"Conveyance" shall have the meaning specified in subsection
2.01(a).
"Conveyance Papers" shall have the meaning specified in
subsection 4.01(c).
"Credit Adjustment" shall have the meaning specified in
Section 3.02.
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"Debtor Relief Laws" shall mean (a) the Bankruptcy Code of the
United States of America and (b) all other applicable liquidation,
conservatorship, bankruptcy, moratorium, rearrangement, receivership,
insolvency, reorganization, suspension of payments, readjustment of debt,
marshalling of assets or similar debtor relief laws of the United States, any
state or any foreign country from time to time in effect affecting the rights of
creditors generally.
"Eligible Receivable" shall have the meaning set forth in the
Transfer and Servicing Agreement, except that "the related Seller" shall be
substituted for each occurrence of "the Transferor," "the Company" shall be
substituted for each occurrence of "the Owner Trustee," and all references to
the Notes shall be ignored.
"Finance Charge and Administrative Receivables" shall mean all
Receivables in the Accounts which would be treated as "Finance Charge and
Administrative Receivables" in accordance with the definition for such term in
the Transfer and Servicing Agreement.
"Indenture" shall mean the Master Indenture between the Trust
and Xxxxx Fargo Bank Minnesota, National Association, as Indenture Trustee,
dated as of September 30, 2002 as supplemented by Indenture Supplements
applicable to any Series that may be issued from time to time.
"Indenture Supplement" shall mean each indenture supplement
pursuant to which a Series is issued.
"Indenture Trustee" shall mean Xxxxx Fargo Bank Minnesota,
National Association, in its capacity as indenture trustee, or any successor
indenture trustee.
"Initial Account" shall mean each consumer loan established
pursuant to a Credit Agreement which Account is included in the computer file
delivered pursuant to Section 2.01(c)(ii)(A) of this Agreement to the Company or
its designee in respect of the Closing Date.
"Insolvency Event" shall have the meaning specified in Section
8.02.
"New Account" shall mean each consumer loan established
pursuant to a Credit Agreement, which account is designated pursuant to Section
2.03 to be included as an Account and is identified in the computer file or
microfiche list delivered to the Company by the related Seller pursuant to
Sections 2.01 and 2.05.
"New Principal Receivables" shall mean the Principal
Receivables to be conveyed to the Company under this Agreement which come into
existence after the Closing Date.
"Obligor" shall mean, with respect to each Account, each
person that would be treated as an "Obligor" in accordance with the definition
for such term in the Transfer and Servicing Agreement.
"Owner Trustee" shall mean Wilmington Trust Company, a
Delaware banking corporation, the institution executing the Trust Agreement as
and acting in the capacity of Owner Trustee thereunder, or its successor in
interest, or any successor trustee appointed as provided in the Trust Agreement.
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"Principal Receivables" shall mean all Receivables other than
Finance Charge and Administrative Receivables.
"Purchase Price" shall have the meaning set forth in Section
3.01.
"Purchased Assets" shall have the meaning set forth in Section
2.01.
"Receivables" shall mean all amounts shown on the related
Seller's records as amounts payable by Obligors on any Account owned by such
Seller from time to time, including amounts payable for Principal Receivables
and Finance Charge and Administrative Receivables. Receivables that become
Defaulted Receivables will cease to be included as Receivables as of the day on
which they become Defaulted Receivables.
"Removed Account" shall mean an Account hereunder that is a
"Removed Account" (as such term is defined in the Transfer and Servicing
Agreement) that is designated for removal pursuant to Section 2.10 of the
Transfer and Servicing Agreement.
"Securities" shall mean any one of the Notes (as such term is
defined in the Indenture) or the Transferor Certificates.
"Seller" or "Sellers" shall mean the Seller or Sellers listed
on ANNEX I attached hereto, as the same may be amended and supplemented from
time to time.
"Servicer" shall mean Household Finance Corporation, in its
capacity as Servicer pursuant to the Transfer and Servicing Agreement and, after
any Service Transfer, the Successor Servicer.
"Supplemental Conveyance" shall have the meaning set forth in
Section 2.05.
"Transfer and Servicing Agreement" shall mean the Transfer and
Servicing Agreement, dated as of September 30, 2002 among Household Finance
Corporation, as Servicer, the Company, as Transferor, and the Owner Trustee on
behalf of the Trust, and all amendments and supplements thereto.
"Trust" shall mean the Household Consumer Loan Master Note
Trust I, acting by and through Wilmington Trust Company, not in its individual
capacity but solely as Owner Trustee.
"Trust Agreement" shall mean the Household Consumer Loan
Master Note Trust I Trust Agreement, dated as of September 30, 2002 between the
Company, as Transferor, and the Owner Trustee on behalf of the Trust.
"Trust Collateral" shall have the meaning set forth in Section
2.01.
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Section 1.02. Other Definitional Provisions.
All terms defined in this Agreement shall have the defined
meanings when used in any certificate, other document, or Conveyance Paper made
or delivered pursuant hereto unless otherwise defined therein.
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.
All determinations of the principal or finance charge balance
of Receivables, and of any collections thereof, shall be made in accordance with
the Transfer and Servicing Agreement and the Indenture.
All capitalized terms used herein and not otherwise defined
herein have the meanings ascribed to them in the Indenture or the Transfer and
Servicing Agreement.
ARTICLE II
PURCHASE AND CONVEYANCE OF RECEIVABLES
Section 2.01. Purchase.
(a) By execution of this Agreement, each Seller does
hereby sell, transfer, assign, set over and otherwise convey to the Company
(collectively, the "CONVEYANCE"), without recourse except as provided herein,
all its right, title and interest in, to and under (i) the Receivables existing
at the close of business on the Closing Date, in the case of Receivables arising
in the Initial Accounts, and on each Additional Cut-Off Date, in the case of
Receivables arising in the Additional Accounts and the Participation Interests
conveyed pursuant to a Participation Interest Supplement, and in each case
thereafter created from time to time until the termination of this Agreement
pursuant to Article VIII hereof, (ii) all Recoveries with respect to such
Accounts and all such Participation Interests, (iii) all monies due or to become
due and all amounts received or receivable with respect thereto, and (iv) all
proceeds (including, without limitation, "proceeds" as defined in the UCC)
thereof (the "PURCHASED ASSETS").
(b) In connection with such Conveyance, each Seller
agrees (i) to record and file, at its own expense, any financing statements (and
continuation statements with respect to such financing statements when
applicable) with respect to the Receivables existing at the close of business on
the Closing Date and thereafter created in the Initial Accounts and existing as
of the Additional Cut-Off Date and thereafter created in the Additional Accounts
and the Participation Interests conveyed pursuant to a Participation Interest
Supplement, meeting the requirements of applicable state law in such manner and
in such jurisdictions as are necessary to perfect, and maintain perfection of,
the Conveyance of such Receivables and all such Participation Interests from
such Seller to the Company, (ii) that such financing statements shall name such
Seller, as seller, and the Company, as purchaser, of the Receivables and all
such Participation Interests and
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(iii) to deliver a file-stamped copy of such financing statements or other
evidence of such filings (excluding such continuation statements, which shall be
delivered as filed) to the Company as soon as is practicable after filing.
(c) In connection with each such Conveyance, each Seller
further agrees that it will, at its own expense, (i) on or prior to (A) the
Closing Date, in the case of Initial Accounts, (B) the applicable Addition Date,
in the case of Additional Accounts, and (C) the applicable Removal Date, in the
case of Removed Accounts, indicate in its computer files that, in the case of
the Initial Accounts or the Additional Accounts, Receivables created in
connection with such Accounts have been conveyed to the Company in accordance
with this Agreement and, as applicable, have been conveyed by the Company to the
Trust pursuant to the Transfer and Servicing Agreement and, as applicable, have
been pledged by the Trust to the Indenture Trustee pursuant to the Indenture for
the benefit of the Noteholders by including (or deleting, in the case of newly
originated Receivables in Removed Accounts) in such computer files the code that
identifies each such Account and (ii) on or prior to (A) the date that is five
Business Days after the Closing Date, in the case of the Initial Accounts, (B)
the date that is five Business Days after the applicable Addition Date, in the
case of designation of Aggregate Addition Accounts, (C) the Distribution Date on
which the Opinion of Counsel is required to be delivered with respect to the Due
Period which includes the applicable Addition Date, in the case of New Accounts,
and (D) the date that is five Business Days after the applicable Removal Date,
in the case of Removed Accounts, to deliver to the Company, or its designee, a
computer file or microfiche list containing a true and complete list of all such
Accounts specifying for each such Account, as of the Closing Date, in the case
of the Initial Accounts, the applicable Additional Cut-Off Date, in the case of
Additional Accounts, and the applicable Removal Date, in the case of Removed
Accounts, (1) its account number, (2) the aggregate amount outstanding in such
Account and (3) the aggregate amount of Principal Receivables in such Account.
Each such computer file or microfiche list, as supplemented from time to time to
reflect Additional Accounts or Removed Accounts, shall be marked as SCHEDULE I
to this Agreement, shall be delivered to the Company, or its designee, and is
hereby incorporated into and made a part of this Agreement. Each Seller further
agrees not to alter the code referenced in clause (i) of this paragraph with
respect to any Account during the term of this Agreement unless and until such
Account becomes a Removed Account.
(d) The parties hereto intend that the conveyance of each
Seller's right, title and interest in and to the Purchased Assets shall
constitute an absolute sale, conveying good title free and clear of any liens,
claims, encumbrances or rights of others from such Seller to the Company and
that the Purchased Assets shall not be part of such Seller's estate in the event
of the insolvency of such Seller or a conservatorship, receivership or similar
event with respect to such Seller. It is the intention of the parties hereto
that the arrangements with respect to the Purchased Assets shall constitute a
purchase and sale of such Purchased Assets and not a loan or a borrowing secured
by such Purchased Assets. In the event, however, that it were to be determined
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 each Seller shall
be deemed to have granted and does hereby grant to the Company a first priority
perfected security interest in all of such Seller's right, title and interest,
whether now owned or hereafter acquired, in, to and under the Receivables and
other Purchased Assets to secure the obligations of such Seller hereunder.
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(e) To the extent that any Seller retains any interest in
the Purchased Assets, such Seller hereby grants to the Indenture Trustee for the
benefit of the Noteholders a security interest in all of such Seller's right,
title, and interest, whether now owned or hereafter acquired, in, to, and under
the Receivables and other Purchased Assets that are intended to be pledged to
the Indenture Trustee pursuant to the Indenture (collectively, the "TRUST
COLLATERAL"), to secure the performance of all of the obligations of such Seller
under this Agreement and any other agreement or document related to the Transfer
and Servicing Agreement or the Indenture. With respect to the Trust Collateral,
the Indenture Trustee shall have all of the rights that it has under the
Transfer and Servicing Agreement and the Indenture and all of the rights of a
secured creditor under the UCC.
(f) Notwithstanding anything to the contrary herein, to
facilitate the servicing of the Purchased Assets, except as provided in Section
2.01(g), the applicable Seller, as servicer or subservicer thereof, shall retain
legal title to mortgages and deeds of trust relating to the Purchased Assets. In
such instances, the Company shall be the beneficial owner of such mortgages and
deeds of trust.
(g) The applicable Seller does hereby grant to the
Company an irrevocable power of attorney to transfer legal title to the
mortgages and deeds of trust relating to such Purchased Assets described in
Section 2.01(f) to the Company or its assigns from time to time and to the
extent as may be determined in its sole discretion. Such power of attorney is a
power coupled with an interest and may be assigned to, and exercised by, any
assignee of the Company or subsequent assignee of such Purchased Assets, or
portion thereof.
Section 2.02. Addition of Aggregate Addition Accounts.
(a) If, from time to time, the Company becomes obligated
to designate Aggregate Addition Accounts (as such term is defined in the
Transfer and Servicing Agreement) pursuant to subsection 2.09(a) of the Transfer
and Servicing Agreement, then the Company shall give the Sellers written notice
thereof on or before the fifth Business Day (the "ADDITION NOTICE DATE") prior
to the Addition Date therefor, and upon receipt of such notice the Sellers shall
on or before the Addition Date, designate sufficient Eligible Accounts to be
included as Additional Accounts, as set forth in the related written notice, so
that after the inclusion thereof the Company will be in compliance with the
requirements of said subsection 2.09(a). Additionally, subject to subsections
2.09(b) and (c) of the Transfer and Servicing Agreement and subsection 2.02(b),
from time to time Eligible Accounts may be designated to be included as
Aggregate Addition Accounts, upon the mutual agreement of the Company and the
related Seller. In either event, the Sellers shall have sole responsibility for
selecting the related Aggregate Addition Accounts.
(b) On the Addition Date with respect to any designation
of Aggregate Addition Accounts, the Company shall purchase each of the related
Sellers' right, title and interest in, to and under the Receivables in Aggregate
Addition Accounts (and such Aggregate Addition Accounts shall be deemed to be
Accounts for purposes of this Agreement) and the related Purchased Assets,
subject to the satisfaction of the following conditions on such Addition Date:
(i) all Aggregate Addition Accounts shall be
Eligible Accounts;
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(ii) each of the related Sellers shall have
delivered to the Company copies of UCC-1 financing statements covering
such related Aggregate Addition Accounts or Participation Interests, if
necessary to perfect the Company's undivided interest in the
Receivables arising therein;
(iii) to the extent required of the Company by
Section 2.09(c) of the Transfer and Servicing Agreement, each of the
related Sellers shall have deposited in the Collection Account (as such
term is defined in the Indenture) all Collections with respect to such
related Aggregate Addition Accounts or Participation Interests since
the Additional Cut-Off Date;
(iv) as of each of the Additional Cut-Off Date
and the Addition Date, no Insolvency Event with respect to any of the
related Sellers shall have occurred nor shall the transfer of the
Receivables arising in the related Aggregate Addition Accounts or
Participation Interests to the Company have been made in contemplation
of the occurrence thereof;
(v) solely with respect to Aggregate Addition
Accounts designated pursuant to the second sentence of subsection
2.02(a), the Rating Agency Condition shall have been satisfied;
(vi) each of the related Sellers shall have
delivered to the Company, or its designee, an Officer's Certificate,
dated the Addition Date, confirming, to the extent applicable, the
items set forth in clauses (i) through (v) above; and
(vii) the transfer of the Receivables arising in
the Aggregate Addition Accounts or Participation Interests to the
Company will not result in an Adverse Effect and each related Seller
shall have delivered to the Company, or its designee, an Officer's
Certificate, dated the Addition Date, stating that such Seller
reasonably believes that the addition of the Receivables arising in the
related Aggregate Addition Accounts or Participation Interests to the
Company will not have an Adverse Effect.
Section 2.03. Addition of New Accounts.
(a) Upon the mutual agreement of the Company and a
Seller, subject to compliance with the conditions specified in subsections
2.09(d) and (e) of the Transfer and Servicing Agreement and compliance with
subsection 2.03(b), such Seller may designate newly originated Eligible Accounts
to be included as New Accounts. Upon such designation, such New Accounts shall
be deemed to be Accounts hereunder. Such Seller shall cooperate with the Company
to enable the Company to comply with the requirements of Section 2.09 of the
Transfer and Servicing Agreement and shall cooperate with the Company to enable
the Company to perform with respect to the Receivables in such New Accounts all
actions specified in subsections 2.09(d) and (e) of the Transfer and Servicing
Agreement.
(b) On the Addition Date with respect to any New
Accounts, the Company shall purchase the related Seller's right, title and
interest in, to and under the Receivables in the related New Accounts (and such
New Accounts shall be deemed to be Accounts for purposes of this
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Agreement) as of the close of business on the applicable Additional Cut-Off Date
and the related Purchased Assets, subject to the satisfaction of the following
conditions on such Addition Date:
(i) all such New Accounts shall be Eligible
Accounts;
(ii) the related Seller shall have delivered to
the Company, or its designee, copies of UCC-1 financing statements
covering such New Accounts, if necessary to perfect the Company's
interest in the Receivables arising therein;
(iii) to the extent required of the Company by
Section 2.09(e) of the Transfer and Servicing Agreement, the related
Seller shall have deposited in the Collection Account all Collections
with respect to such New Accounts since the Additional Cut-Off Date;
(iv) as of each of the Additional Cut-Off Date
and the Addition Date, no Insolvency Event with respect to the related
Seller, shall have occurred nor shall the transfer of the Receivables
arising in such New Accounts to the Company have been made in
contemplation of the occurrence thereof;
(v) the related Seller shall have delivered to
the Company, or its designee, an officer's certificate, dated the
Addition Date, confirming, to the extent applicable, the items set
forth in clauses (ii) through (iv) above; and
(vi) the transfer of the Receivables arising in
the related New Accounts to the Company will not result in an Adverse
Effect, and the related Seller shall have delivered to the Company, or
its designee, an officer's certificate, dated the Addition Date,
stating that such Seller reasonably believes that the addition to the
Trust of the Receivables arising in the related New Accounts will not
have an Adverse Effect.
Section 2.04. Representations and Warranties. Each Seller, as
applicable, hereby represents and warrants to the Company as of the related
Addition Date as to the matters set forth in subsections 2.02(b)(ii) and
2.03(b)(ii) above and that, in the case of Additional Accounts, the list
delivered pursuant to Section 2.05 below is, as of the applicable Additional
Cut-Off Date, true and complete in all material respects.
Section 2.05. Delivery of Documents. In the case of the
designation of Additional Accounts, the related Seller shall deliver to the
Company, or its designee, (i) the computer file or microfiche list required to
be delivered pursuant to Section 2.01 with respect to such related Additional
Accounts on the date such file or list is required to be delivered pursuant to
Section 2.01 (the "DOCUMENT DELIVERY DATE") and (ii) a duly executed, written
assignment (including an acceptance by the Company), substantially in the form
of EXHIBIT A (the "SUPPLEMENTAL CONVEYANCE"), on the Document Delivery Date. In
addition, in the case of the designation of New Accounts, such Seller shall
deliver to the Company, or its designee, on the Document Delivery Date an
Officer's Certificate confirming, to the extent applicable, the items set forth
in clause (i) through (vi) of subsection 2.03(b) above.
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ARTICLE III
CONSIDERATION AND PAYMENT
Section 3.01. Purchase Price.
(a) The "PURCHASE PRICE" for the Receivables in the
Initial Accounts and the related Purchased Assets conveyed to the Company by the
Sellers under this Agreement shall be payable on the Closing Date and shall be
an amount equal to the present value of the related projected principal and
interest collections adjusted for factors such as historical losses, servicing
fees, delinquencies and paydown rates, yield and such other factors as the
Sellers and the Company mutually agree (and discounted to take into account any
uncertainty as to future performance matching historical performances), will
result in a Purchase Price determined to be the fair market value of such
Purchased Assets. This computation of initial purchase price shall assume no
reinvestment in new Receivables. The Purchase Price for the Receivables and the
related Purchased Assets (including Receivables and the related Purchased Assets
in Additional Accounts) to be conveyed to the Company under this Agreement which
come into existence after the Closing Date, shall be payable on the Distribution
Date following the Due Period in which such Receivables and Purchased Assets are
conveyed by the Sellers to the Company in an amount equal to the present value
of the related projected principal and interest collections adjusted for factors
such as historical losses, servicing fees, delinquencies, paydown rates and
yield and such other factors as the Sellers and the Company mutually agree (and
discounted to take into account any uncertainty as to future performance
matching historical performances).
(b) The Purchase Price to be paid by the Company on the
Closing Date and on each Distribution Date following a Due Period during which
New Principal Receivables are conveyed to the Company shall be paid in cash
(including netting against other payments).
(c) Notwithstanding any other provision of this
Agreement, a Seller shall not be obligated to continue to sell Purchased Assets
to the Company to the extent that such Seller is not paid its portion of the
Purchase Price therefor as provided herein.
Section 3.02. Adjustments to Purchase Price. The Purchase
Price payable to any Seller on any Distribution Date shall be adjusted on each
Distribution Date (a "CREDIT ADJUSTMENT") with respect to any related Receivable
previously conveyed to the Company by a Seller which has since been reversed
because of a rebate, refund, unauthorized charge or billing error to a borrower.
The amount of such adjustment shall equal (x) the reduction in the principal
balance of such Receivable resulting from the occurrence of such event
multiplied by (y) the quotient (expressed as a percentage) of (i) the Purchase
Price for Principal Receivables payable on such Distribution Date computed in
accordance with Section 3.01(a) divided by (ii) the principal balance of the
Principal Receivables paid for on such date pursuant to such Section. In the
event that an adjustment pursuant to this Section 3.02 causes the Purchase Price
to be paid with respect to a Seller to be a negative number, such Seller agrees
that, not later than 1:00 P.M. New York City time on such Distribution Date,
such Seller shall pay to the Company an amount equal to the amount by which the
Purchase Price payable to such Seller minus the Credit Adjustment would be
reduced below zero.
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Section 4.01. Representations and Warranties of the Sellers
Relating to the Sellers. Each Seller hereby represents and warrants to, and
agrees with, the Company as of the Closing Date and on each Addition Date, that:
(a) such Seller is a corporation duly organized and
validly existing in good standing under the laws of the State of its
incorporation 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;
(b) such 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 Credit Agreement relating to an Account or any Receivable
unenforceable by such Seller, the Company or the Owner Trustee on behalf of the
Trust and (ii) have a material adverse effect on the Noteholders;
(c) the execution, delivery and performance of this
Agreement and any other document or instrument delivered pursuant hereto,
including any Supplemental Conveyance to which such Seller is a party (such
other documents or instruments, collectively, the "CONVEYANCE PAPERS"), and the
consummation of the transactions provided for in this Agreement and the
Conveyance Papers have been duly authorized by such Seller by all necessary
corporate action on the part of such Seller;
(d) the execution and delivery of this Agreement and the
Conveyance Papers by such Seller, 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 such 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 such Seller is a party or by which
it or any of its properties are bound;
(e) the execution, delivery and performance of this
Agreement and the Conveyance Papers by such Seller the fulfillment of the terms
contemplated herein and therein applicable to such Seller will not conflict with
or violate any Requirements of Law applicable to such Seller;
(f) there are no proceedings or investigations pending
or, to the best knowledge of such Seller, threatened against such Seller, before
any Governmental Authority (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 such
Seller, would materially and adversely affect the performance by such Seller of
its obligations under this Agreement or the
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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 the United States Federal or Delaware income tax
systems;
(g) all authorizations, consents, orders or approvals of
or registrations or declarations with any Governmental Authority required to be
obtained, effected or given by such Seller in connection with the execution and
delivery by such Seller of this Agreement and the Conveyance Papers and the
performance of the transactions contemplated by this Agreement or the Conveyance
Papers by such Seller have been duly obtained, effected or given and are in full
force and effect;
(h) such Seller does not own directly or indirectly any
ownership interest in the Company or the Trust;
(i) the consolidated financial statements of such Seller
do not include the assets or liabilities of the Company or the Trust;
(j) such Seller has conducted and will conduct its
business solely in its own name or through licensed trade names and trademarks
through its duly authorized officers or agents so as not to mislead others as to
the identify of the entity with which those others are concerned;
(k) such Seller has maintained and will maintain its
corporate records and books of account separate, and apart from those of each
Affiliate;
(l) the assets of such Seller (including its funds) have
not been and will not be commingled with those of any Affiliate;
(m) the board of directors of such Seller has held and
will hold all appropriate meetings or will properly execute written consents
with respect to all actions requiring such consents;
(n) such Seller has been and will be adequately
capitalized in light of its contemplated business obligations;
(o) such Seller has not and will not guaranty debts of
the Company or the Trust;
(p) such Seller has not and will not acquire obligations
or securities of, or make loans or advances to the Company or the Trust;
(q) such Seller has received fair consideration in
exchange for its interests in the related Receivables;
(r) such Seller will treat the transfer to the Company of
the related Receivables as a sale for tax and accounting purposes; and
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(s) there are no agreements or understandings between
such Seller or the Trust relating to the related Receivables, except as set
forth in the Transaction Documents.
The representations and warranties set forth in this Section
4.01 shall survive the transfer and assignment of the Receivables to the
Company. Upon discovery by a Seller or the Company of a breach of any of the
foregoing representations and warranties, the party discovering such breach
shall give written notice to the other party, the Owner Trustee and the
Indenture Trustee within three Business Days following such discovery.
Section 4.02. Representations and Warranties of the Sellers
Relating to the Agreement and the Receivables.
(a) Representations and Warranties. Each Seller hereby
represents and warrants to the Company as of the date of this Agreement, as of
the Closing Date and, with respect to Additional Accounts, as of the related
Addition Date that:
(i) this Agreement and, in the case of
Additional Accounts, the related Supplemental Conveyance, each
constitutes a legal, valid and binding obligation of such Seller
enforceable against such Seller in accordance with its terms, except as
such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
creditors' rights generally from time to time in effect or general
principles of equity;
(ii) as of the Closing Date with respect to
Initial Accounts, and as of the related Additional Cut-Off Date with
respect to Additional Accounts, SCHEDULE I to this Agreement, as
supplemented to such date, is an accurate and complete listing in all
material respects of all the related Accounts as of the Closing Date or
such Additional Cut-Off Date, as the case may be, and the information
contained therein with respect to the identity of such Accounts and the
related Receivables existing thereunder is true and correct in all
material respects as of the Closing Date or such applicable Additional
Cut-Off Date, as the case may be;
(iii) each related Receivable has been conveyed to
the Company free and clear of any Lien;
(iv) all authorizations, consents, orders or
approvals of or registrations or declarations with any Governmental
Authority required to be obtained, effected or given by such Seller in
connection with the conveyance of the related Receivables to the
Company have been duly obtained, effected or given and are in full
force and effect;
(v) this Agreement or, in the case of Additional
Accounts, the related Supplemental Conveyance constitutes a valid sale,
transfer and assignment to the Company of all right, title and interest
of such Seller in the related Receivables and the proceeds thereof and
the related Recoveries payable pursuant to this Agreement;
(vi) on the Closing Date or on the Additional
Cut-Off Date, as applicable, each related Initial Account or each
related Additional Account, as applicable, is an Eligible Account;
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(vii) on the Closing Date or on the applicable
Additional Cut-Off Date, as applicable, each Receivable generated under
the related Initial Account or related Additional Accounts, as
applicable, is an Eligible Receivable;
(viii) as of the date of the creation of any new
related Receivable, such Receivable is an Eligible Receivable; and
(ix) no selection procedures believed by such
Seller to be materially adverse to the interests of the Company or the
Noteholders have been used in selecting such related Accounts.
(b) Notice of Breach. The representations and warranties
set forth in this Section 4.02 shall survive the transfer and assignment of the
Receivables to the Company. Upon discovery by either a Seller or the Company of
a breach of any of the representations and warranties set forth in this Section
4.02, the party discovering such breach shall give written notice to the other
party, the Owner Trustee and the Indenture Trustee within three Business Days
following such discovery; provided that the failure to give notice within three
Business Days does not preclude subsequent notice. Each Seller hereby
acknowledges that the Company intends to rely on the representations made by it
hereunder in connection with representations made by the Company to secured
parties, assignees or subsequent transferees, including, but not limited to,
transfers made by the Company to the Trust pursuant to the Transfer and
Servicing Agreement and by the Trust to the Indenture Trustee pursuant to the
Indenture and that the Owner Trustee and the Indenture Trustee may enforce such
representations directly against such Seller. Each Seller agrees to cooperate
with the Company in attempting to cure any such breach.
Section 4.03. Representations and Warranties of the Company.
As of the Closing Date and on each Addition Date, the Company hereby represents
and warrants to, and agrees with, the Sellers that:
(a) Organization and Good Standing. The Company is a
corporation duly organized and validly existing 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.
(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 the Company by all necessary corporate action on the part of the
Company.
(c) No Conflict. The execution and delivery of this
Agreement and the Conveyance Papers by the Company, 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 Company, 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 the Company is a party or
by which it or any of its properties are bound.
14
(d) No Violation. The execution, delivery and performance
of this Agreement and the Conveyance Papers by the Company and the fulfillment
of the terms contemplated herein and therein applicable to the Company will not
conflict with or violate any Requirements of Law applicable to the Company.
(e) No Proceedings. There are no proceedings or
investigations pending or, to the best knowledge of the Company, threatened
against the Company, before any Governmental Authority (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 Company, would materially and adversely affect the
performance by the Company 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 the Company in connection with the
execution and delivery by the Company of this Agreement and the Conveyance
Papers and the performance of the transactions contemplated by this Agreement
and the Conveyance Papers have been duly obtained, effected or given and are in
full force and effect.
The representations and warranties set forth in this Section
4.03 shall survive the Conveyance of the Receivables to the Company. Upon
discovery by the Company or a Seller of a breach of any of the foregoing
representations and warranties, the party discovering such breach shall give
prompt written notice to the other party, the Owner Trustee and the Indenture
Trustee.
ARTICLE V
COVENANTS
Section 5.01. Covenants of the Sellers. Each Seller hereby
covenants and agrees with the Company as follows:
(a) Security Interests. Except for the conveyances
hereunder, such Seller will not sell, pledge, assign or transfer to any other
Person, or take any other action inconsistent with the Company's ownership of
the Receivables or grant, create, incur, assume or suffer to exist any Lien
(arising through or under such Seller) on, any Receivable, whether now existing
or hereafter created, or any interest therein, and such Seller shall not claim
any ownership interest in the Receivables and shall defend the right, title and
interest of the Company in, to and under the Receivables, whether now existing
or hereafter created, against all claims of third parties claiming through or
under such Seller.
(b) Account Allocations. In the event that such Seller is
unable for any reason to transfer related Receivables to the Company in
accordance with the provisions of this Agreement (including, without limitation,
by reason of the application of the provisions of Section 8.02 or any order of
any Governmental Authority), then, in any such event, such Seller agrees
15
(except as prohibited by any such order) to allocate and pay to the Company,
after the date of such inability, all amounts with respect to such Receivables
that the Company will be required to allocate and pay to the Trust pursuant to
Section 2.11 of the Transfer and Servicing Agreement.
(c) Delivery of Collections or Recoveries. In the event
that such Seller receives Collections or Recoveries, such Seller agrees to pay
to the Company (or to the Servicer if the Company so directs) all such
Collections and Recoveries as soon as practicable after receipt thereof.
(d) Notice of Liens. Such Seller shall notify the Company
promptly after becoming aware of any Lien on any Receivable other than the
conveyances hereunder, under the Transfer and Servicing Agreement and under the
Indenture.
(e) Documentation of Transfer. Such Seller shall
undertake to file the documents which would be necessary to perfect and maintain
the transfer of the related Purchased Assets to the Company.
(f) Periodic Finance Charges. Except (i) as otherwise
required by any Requirements of Law or (ii) as is deemed by such Seller to be
necessary in order for it to maintain its credit business or a program operated
by such credit business on a competitive basis based on a good faith assessment
by it of the nature of the competition with respect to the credit business or
such program, it shall not at any time take any action which would have the
effect of reducing the Series Portfolio Yield to a level that could be
reasonably expected to result in an Adverse Effect with respect to any Series
based on the insufficiency of the Series Portfolio Yield or any similar test.
(g) Credit Agreements and Guidelines. Subject to
compliance with all Requirements of Law and paragraph (f) above, such Seller or
the Servicer may change the terms and provisions of the applicable Credit
Agreements or the applicable Credit Guidelines of such Seller or the Servicer in
any respect (including the calculation of the amount or the timing of
charge-offs and the Periodic Finance Charges to be assessed thereon).
Notwithstanding the above, unless required by Requirements of Law or as
permitted by paragraph (f) above, such Seller or the Servicer will not take any
action unless (i) at the time of such action, such Seller or the Servicer,
reasonably believes that such action will not cause an Adverse Effect, and (ii)
such change is made applicable to the comparable segment of the consumer loans
owned by such Seller or serviced by the Servicer which have characteristics the
same as, or substantially similar to, the Accounts that are the subject of such
change, except as otherwise restricted by an endorsement, sponsorship, or other
agreement between such Seller and an unrelated third party or by the terms of
the Credit Agreements.
(h) Approval and Official Records. Such Seller shall
cause this Agreement to be duly approved by such Seller's Board of Directors,
and such Seller shall maintain this Agreement as a part of the official records
of such Seller for the term of this Agreement.
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ARTICLE VI
REPURCHASE OBLIGATION
Section 6.01. Reassignment of Ineligible Receivables.
(a) In the event any representation or warranty under
Section 4.02(a)(ii), (iii), (iv), (vi), (vii), (viii) or (ix) is not true and
correct in any material respect as of the date specified therein with respect to
any Receivable or the related Account and as a result of such breach the Company
is required to accept reassignment of Ineligible Receivables previously sold by
a Seller to the Company pursuant to Section 2.05(a) of the Transfer and
Servicing Agreement, the applicable Seller shall accept reassignment of the
Company's interest in such Ineligible Receivables on the terms and conditions
set forth in Section 6.01(b) of this Agreement.
(b) Each Seller shall accept reassignment from the
Company of any Ineligible Receivables previously sold by such Seller to the
Company on the date on which such reassignment obligation arises, and shall pay
for such reassigned Ineligible Receivables by paying to the Company, not later
than 3:00 p.m., New York City time on such date, an amount equal to the unpaid
principal balance of such Ineligible Receivables plus accrued and unpaid finance
charges at the annual percentage rate applicable to such Receivables from the
last date billed through the end of the Due Period in which such reassignment
obligation arises. Upon reassignment of such Ineligible Receivables, the Company
shall automatically and without further action be deemed to sell, transfer,
assign, set-over and otherwise convey to such Seller, without recourse,
representation or warranty, all the right, title and interest of the Company in
and to such Ineligible Receivables, all Recoveries related thereto, all monies
and amounts due or to become due with respect thereto and all proceeds thereof;
and such reassigned Ineligible Receivables shall be treated by the Company as
collected in full as of the date on which they were transferred. The Company
shall execute such documents and instruments of transfer or assignment and take
such other actions as shall reasonably be requested by such Seller to effect the
conveyance of such Ineligible Receivables and other property pursuant to this
subsection.
Section 6.02. Reassignment of Trust Portfolio. In the event
any representation or warranty set forth in Section 4.01(a), (c), (d), (f) or
(g) or Section 4.02(a)(i) or (a)(v) is not true and correct in any material
respect and as a result of such breach the Company is required to accept a
reassignment of the Receivables previously sold by a Seller to the Company
pursuant to Section 2.06 of the Transfer and Servicing Agreement, such Seller
shall be obligated to accept a reassignment of the Company's interest in such
Receivables on the terms set forth below.
The applicable Seller shall pay to the Company by depositing
in the Collection Account in immediately available funds, not later than 1:00
P.M. New York City time, on the first Transfer Date following the Due Period in
which such reassignment obligation arises, in payment for such reassignment, an
amount equal to the amount specified in Section 2.06 of the Transfer and
Servicing Agreement. Upon such reassignment of Receivables, the Company shall
automatically and without further action be deemed to sell, transfer, assign,
set-over and otherwise convey to such Seller, without recourse, representation
or warranty, all the right, title and interest of the Company in and to such
Receivables, all Recoveries related thereto, all monies and amounts due or to
become due with respect thereto and all proceeds thereof; and such reassigned
Receivables
17
shall be treated by the Company as collected in full as of the date on which
they were transferred. The Company shall execute such documents and instruments
of transfer or assignment and take such other actions as shall reasonably be
requested by such Seller to effect the conveyance of such Receivables and other
property pursuant to this subsection.
ARTICLE VII
CONDITIONS PRECEDENT
Section 7.01. Conditions to the Company's Obligations
Regarding Initial Receivables. The obligations of the Company to purchase the
Receivables in the Initial Accounts on the Closing Date shall be subject to the
satisfaction of the following conditions:
(a) All representations and warranties of each Seller
contained in this Agreement shall be true and correct on the Closing Date with
the same effect as though such representations and warranties had been made on
such date;
(b) All information concerning the Initial Accounts
provided to the Company, or its designee, shall be true and correct as of the
Closing Date in all material respects;
(c) Each Seller shall have (i) delivered to the Company,
or its designee, a computer file or microfiche list containing a true and
complete list of all related Initial Accounts identified by account number and
by the Receivables balance as of the Closing Date and (ii) substantially
performed all other obligations required to be performed by the provisions of
this Agreement;
(d) Each Seller shall have recorded and filed, at its
expense, any financing statement with respect to the related Receivables (other
than Receivables in Additional Accounts) now existing and hereafter created for
the transfer of accounts and general intangibles (each as defined in Section
9-102 of the UCC) meeting the requirements of applicable state law in such
manner and in such jurisdictions as would be necessary to perfect the sale of
and security interest in such Receivables from such Seller to the Company, and
shall deliver a file-stamped copy of such financing statements or other evidence
of such filings to the Company, or its designee;
(e) On or before the Closing Date, (i) the Company and
the Owner Trustee shall have entered into the Trust Agreement, (ii) the Company,
Household Finance Corporation and the Owner Trustee shall have entered into the
Transfer and Servicing Agreement, (iii) the Trust and the Indenture Trustee
shall have entered into the Indenture and (iv) the closing under the Transfer
and Servicing Agreement and the Indenture shall take place simultaneously with
the initial closing hereunder; and
(f) All corporate and legal proceedings and all
instruments in connection with the transactions contemplated by this Agreement
shall be satisfactory in form and substance to the Company, and the Company
shall have received from the Sellers copies of all documents (including, without
limitation, records of corporate proceedings) relevant to the transactions
herein contemplated as the Company may reasonably have requested.
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Section 7.02. Conditions Precedent to the Seller's
Obligations. The obligations of each Seller to sell Receivables in the Initial
Accounts on the Closing Date shall be subject to the satisfaction of the
following conditions:
(a) All representations and warranties of the Company
contained in this Agreement shall be true and correct with the same effect as
though such representations and warranties had been made on such date;
(b) Payment or provision for payment of the Purchase
Price in accordance with the provision of Section 3.01 hereof shall have been
made; and
(c) All corporate and legal proceedings and all
instruments in connection with the transactions contemplated by this Agreement
shall be satisfactory in form and substance to each Seller, and the Sellers
shall have received from the Company copies of all documents (including, without
limitation, records of corporate proceedings) relevant to the transactions
herein contemplated as each Seller may reasonably have requested.
ARTICLE VIII
TERM AND PURCHASE TERMINATION
Section 8.01. Term. Notwithstanding the date of this
Agreement, this Agreement shall commence and be effective on September 30, 2002
and shall continue until the termination of the Trust as provided in Article
VIII of the Trust Agreement.
Section 8.02. Purchase Termination. If any Seller shall fail
generally to, or admit in writing its inability to, pay its debts as they become
due; or if a proceeding shall have been instituted in a court having
jurisdiction in the premises seeking a decree or order for relief in respect of
such Seller in an involuntary case under any Debtor Relief Law, or for the
appointment of a receiver, liquidator, assignee, trustee, custodian,
sequestrator, conservator or other similar official of such Seller or for any
substantial part of such Seller's property, or for the winding-up or liquidation
of such Seller's affairs and, if instituted against such Seller, any such
proceeding shall continue undismissed or unstayed and in effect, for a period of
60 consecutive days, or any of the actions sought in such proceeding shall
occur; or if such Seller shall commence a voluntary case under any Debtor Relief
Law, or if such Seller shall consent to the entry of an order for relief in an
involuntary case under any Debtor Relief Law, or consent to the appointment of
or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator, conservator or other similar official of, or for, any substantial
part of its property, or any general assignment for the benefit of its
creditors; or such Seller or any subsidiary of such Seller shall have taken any
corporate action in furtherance of any of the foregoing actions (each an
"INSOLVENCY EVENT"); then such Seller shall immediately cease to transfer
Principal Receivables to the Company and shall promptly give notice to the
Company, the Owner Trustee and the Indenture Trustee of such Insolvency Event.
Notwithstanding any cessation of the transfer to the Company of additional
Principal Receivables, Principal Receivables transferred to the Company prior to
the occurrence of such Insolvency Event and Collections in respect of such
Principal Receivables and Finance Charge and Administrative Receivables whenever
created, accrued in respect of such Principal
19
Receivables, shall continue to be property of the Company available for transfer
by the Company to the Trust pursuant to the Transfer and Servicing Agreement.
ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 9.01. Amendment. This Agreement and any Conveyance
Papers and the rights and obligations of the parties hereunder and thereunder
may not be changed orally, but only by an instrument in writing signed by the
Company and the Sellers in accordance with this Section 9.01. This Agreement and
any Conveyance Papers may be amended from time to time by the Company and the
Sellers (i) to cure any ambiguity, (ii) to correct or supplement any provisions
herein which may be inconsistent with any other provisions herein or in any such
other Conveyance Papers, (iii) to add any other provisions with respect to
matters or questions arising under this Agreement or any Conveyance Papers which
shall not be inconsistent with the provisions of this Agreement or any
Conveyance Papers, (iv) to add additional Sellers, (v) to change or modify the
Purchase Price and (vi) to change, modify, delete or add any other obligation of
the Sellers or the Company; provided, however, that no amendment pursuant to
clause (vi) of this Section 9.01 shall be effective unless the Sellers and the
Company have been notified in writing that the Rating Agency Condition has been
satisfied; provided, further, the Sellers and the Company shall have delivered
to the Owner Trustee and the Indenture Trustee an Officer's Certificate, dated
the date of any such action, stating that each of the Sellers and the Company,
respectively, reasonably believes that such action will not have an Adverse
Effect, unless the Owner Trustee and the Indenture Trustee shall consent
thereto. Any reconveyance executed in accordance with the provisions hereof
shall not be considered to be an amendment to this Agreement. A copy of any
amendment to this Agreement shall be sent to the Rating Agency.
Section 9.02. 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 9.03. 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 Sellers, 0000 Xxxxxxx Xxxx, Xxxxxxxx Xxxxxxx, Xxxxxxxx
00000, Attention: Director-Asset Securitization, (b) in the case of the Company,
0000 Xxxx Xxxxxx Xxxxx, Xxx Xxxxx, Xxxxxx 00000, Attention: President, (c) in
the case of the Owner Trustee, Xxxxxx Square North, 0000 Xxxxx Xxxxxx Xxxxxx,
Xxxxxxxxxx, XX 00000, (d) in the case of the Indenture Trustee, Xxxxx Fargo Bank
Minnesota, National Association, Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx,
Xxxxxxxxx 00000, Attention: Corporate Trust Department, (e) in the case of the
Servicer, Household Finance Corporation, 0000 Xxxxxxx Xxxx, Xxxxxxxx Xxxxxxx,
Xxxxxxxx 00000, Attention: Treasurer, (f) in the case of Fitch, Fitch, Inc., Xxx
Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, XX 00000, Attention: ABS Surveillance, (g) in the
case of Moody's, Xxxxx'x Investors Service Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, XX
00000, Attention: ABS Monitoring Group, or (h) in the case of Standard & Poor's,
Standard & Poor's
20
Ratings Group, 00 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000; or, as to each party, at
such other address as shall be designated by such party in a written notice to
each other party.
Section 9.04. Severability of Provisions. If any one or more
of the covenants, agreements, provisions or terms of this Agreement or any
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 9.05. Assignment. Notwithstanding anything to the
contrary contained herein, other than the Company's assignment of its rights,
title, and interests in, to, and under this Agreement to the Trust and the
Trust's assignment of its rights, title and interests in, to and under this
Agreement to the Indenture Trustee for the benefit of the beneficiaries of the
Trust, including the Noteholders as contemplated by the Transfer and Servicing
Agreement, the Indenture and Section 9.06 hereof, this Agreement and all other
Conveyance Papers may not be assigned by the parties hereto unless a Seller
shall assign its rights, title and interests in, to and under this Agreement to
(a) any successor by merger assuming this Agreement (b) to any affiliate owned
directly or indirectly by Household International, Inc. which assumes the
obligations of this Agreement or (c) to any entity; provided that the Rating
Agency has advised the Company and the Sellers that the Rating Agency Condition
has been satisfied.
Section 9.06. Acknowledgement and Agreement of the Sellers. By
execution below, the Sellers expressly acknowledge and agree that all of the
Company's right, title, and interest in, to, and under this Agreement,
including, without limitation, all of the Company's right, title, and interest
in and to the Receivables purchased pursuant to this Agreement, shall be
assigned by the Company to the Owner Trustee, and shall be assigned by the Owner
Trustee to the Indenture Trustee for the benefit of the beneficiaries of the
Trust, including the Noteholders, and the Sellers consent to such assignments.
The Sellers further agree that notwithstanding any claim, counterclaim, right of
setoff or defense which each may have against the Company, due to a breach by
the Company of this Agreement or for any other reason, and notwithstanding the
bankruptcy of the Company or any other event whatsoever, the Seller's sole
remedy shall be a claim against the Company for money damages, and then only to
the extent of funds received by the Company pursuant to the Transfer and
Servicing Agreement, and in no event shall the Sellers assert any claim on or
any interest in the Receivables or any proceeds thereof or take any action which
would reduce or delay receipt by the Company or the Owner Trustee of collections
with respect to the Receivables. Additionally, the Sellers agree for the benefit
of the Noteholders that any amounts payable by the Sellers to the Company
hereunder which are to be paid by the Company to the Owner Trustee and pledged
to the Indenture Trustee for the benefit of the Noteholders shall be paid by the
Sellers, on behalf of the Company, directly to the Owner Trustee.
Section 9.07. Further Assurances. The Company and the Sellers
agree to do and perform, from time to time, any and all acts and to execute any
and all further instruments required or reasonably requested by the other party,
the Owner Trustee or the Indenture Trustee more fully to effect the purposes of
this Agreement, the Conveyance Papers and the Transfer and Servicing Agreement,
including, without limitation, the execution of any financing statements or
21
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 9.08. No Waiver; Cumulative Remedies. No failure to
exercise and no delay in exercising, on the part of the Company or the Sellers,
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. Subject to Section
9.06, the rights, remedies, powers and privileges herein provided are cumulative
and not exhaustive of any rights, remedies, powers and privileges provided by
law.
Section 9.09. 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 9.10. Binding; 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.
The Owner Trustee and the Indenture Trustee shall be considered third-party
beneficiaries of this Agreement.
Section 9.11. 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 9.12. Headings. The headings are for purposes of
reference only and shall not otherwise affect the meaning or interpretation of
any provision hereof.
Section 9.13. 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 9.14. Survival of Representations and Warranties. All
representations, warranties and agreements contained in this Agreement or
contained in any Supplemental Conveyance, shall remain operative and in full
force and effect and shall survive conveyance of the Receivables by the Sellers
to the Company and thereafter to the Trust pursuant to the Transfer and
Servicing Agreement and by the Trust and the Indenture Trustee pursuant to the
Indenture.
Section 9.15. Nonpetition Covenant. Notwithstanding any prior
termination of this Agreement, the Sellers shall not, prior to the date which is
one year and one day after the termination of this Agreement, acquiesce,
petition or otherwise invoke or cause the Company to invoke the process of any
Governmental Authority for the purpose of commencing or sustaining a case
against the Company under any Federal or state bankruptcy, insolvency or similar
law or appointing a receiver, conservator, liquidator, assignee, trustee,
custodian, sequestrator or other similar official of the Company or any
substantial part of its property or ordering the winding-up or liquidation or
the affairs of the Company.
22
IN WITNESS WHEREOF, the Company and the Sellers have caused
this Agreement to be duly executed by their respective officers as of the day
and year first above written.
HOUSEHOLD CONSUMER LOAN
CORPORATION II
By: /s/ X.X. Xxxxx
---------------------------------------
Name: X.X. Xxxxx
Title: Vice President and Treasurer
HOUSEHOLD REALTY CORPORATION
HOUSEHOLD FINANCE CORPORATION OF
CALIFORNIA
HOUSEHOLD FINANCE CORPORATION II
HOUSEHOLD FINANCE CORPORATION III
HOUSEHOLD FINANCE INDUSTRIAL LOAN COMPANY
HOUSEHOLD FINANCE REALTY
CORPORATION OF NEW YORK
HOUSEHOLD FINANCIAL CENTER INC.
HOUSEHOLD FINANCE CORPORATION OF
ALABAMA
HOUSEHOLD FINANCE CORPORATION OF
NEVADA
HOUSEHOLD FINANCE REALTY
CORPORATION OF NEVADA
HOUSEHOLD INDUSTRIAL FINANCE
COMPANY
HOUSEHOLD INDUSTRIAL LOAN COMPANY
OF KENTUCKY
HOUSEHOLD FINANCE INDUSTRIAL LOAN
COMPANY OF IOWA
HOUSEHOLD FINANCE CONSUMER
DISCOUNT COMPANY
MORTGAGE ONE CORPORATION
HOUSEHOLD FINANCE CORPORATION OF
WEST VIRGINIA
BENEFICIAL ARIZONA INC.
BENEFICIAL ALABAMA INC.
BENEFICIAL CALIFORNIA INC.
BENEFICIAL COLORADO INC.
BENEFICIAL CONNECTICUT INC.
BENEFICIAL CONSUMER DISCOUNT
COMPANY
23
BENEFICIAL DELAWARE INC
BENEFICIAL DISCOUNT CO. OF VIRGINIA
BENEFICIAL FLORIDA INC.
BENEFICIAL GEORGIA INC.
BENEFICIAL HAWAII INC.
BENEFICIAL IDAHO INC.
BENEFICIAL ILLINOIS INC.
BENEFICIAL INDIANA INC.
BENEFICIAL NEW YORK INC.
BENEFICIAL HOMEOWNER SERVICE
CORPORATION
BENEFICIAL KANSAS INC.
BENEFICIAL KENTUCKY INC.
BENEFICIAL LOAN & THRIFT CO.
BENEFICIAL LOUISIANA INC.
BENEFICIAL MAINE INC.
BENEFICIAL MARYLAND INC.
BENEFICIAL MASSACHUSETTS INC.
BENEFICIAL MICHIGAN INC.
BENEFICIAL MISSISSIPPI INC.
BENEFICIAL MISSOURI, INC.
BENEFICIAL MONTANA INC.
BENEFICIAL NEBRASKA INC.
BENEFICIAL NEVADA INC.
BENEFICIAL NEW HAMPSHIRE INC.
BENEFICIAL NEW JERSEY INC.
BENEFICIAL NEW MEXICO INC.
BENEFICIAL NORTH CAROLINA INC.
BENEFICIAL OKLAHOMA INC.
BENEFICIAL OREGON INC.
BENEFICIAL RHODE ISLAND INC.
BENEFICIAL SOUTH CAROLINA INC.
BENEFICIAL SOUTH DAKOTA INC.
BENEFICIAL TENNESSEE INC.
BENEFICIAL TEXAS INC.
BENEFICIAL UTAH INC.
BENEFICIAL VIRGINIA INC.
BENEFICIAL WASHINGTON INC.
BENEFICIAL WEST VIRGINIA INC.
BENEFICIAL WISCONSIN INC.
BENEFICIAL WYOMING INC.
BENEFICIAL MORTGAGE CORPORATION
BENEFICIAL OHIO INC.
BENEFICIAL MORTGAGE CO. OF ARIZONA
BENEFICIAL MORTGAGE CO. OF COLORADO
24
BENEFICIAL MORTGAGE CO. OF
CONNECTICUT
BENEFICIAL MORTGAGE CO. OF GEORGIA
BENEFICIAL MORTGAGE CO. OF IDAHO
BENEFICIAL MORTGAGE CO. OF INDIANA
BENEFICIAL MORTGAGE CO. OF KANSAS,
INC.
BENEFICIAL MORTGAGE CO. OF LOUISIANA
BENEFICIAL MORTGAGE CO. OF MARYLAND
BENEFICIAL MORTGAGE CO. OF
MASSACHUSETTS
BENEFICIAL MORTGAGE CO. OF MISSOURI,
INC.
BENEFICIAL MORTGAGE CO. OF NEVADA
BENEFICIAL MORTGAGE CO. OF NEW
HAMPSHIRE
BENEFICIAL MORTGAGE CO. OF NORTH
CAROLINA
BENEFICIAL MORTGAGE CO. OF RHODE
ISLAND
BENEFICIAL MORTGAGE CO. OF SOUTH
CAROLINA
BENEFICIAL MORTGAGE CO. OF UTAH
BENEFICIAL MORTGAGE CO. OF VIRGINIA
BENEFICIAL CREDIT SERVICES, INC.
BENEFICIAL IOWA, INC.
BENEFICIAL CREDIT SERVICES OF SOUTH
CAROLINA, INC.
BENEFICIAL MORTGAGE CO. OF MISSISSIPPI
By: /s/ X. X. Xxxx, Xx.
---------------------------------------
Name: X. X. Xxxx, Xx.
Title: Vice President and Treasurer
25
EXHIBIT A
FORM OF SUPPLEMENTAL CONVEYANCE
(As required by Section 2.05 of
the Receivables Purchase Agreement)
SUPPLEMENTAL CONVEYANCE No. ____ dated as of ____________ __,
____, by and between ________ as Seller (the "SELLER"), and HOUSEHOLD CONSUMER
LOAN CORPORATION II (the "COMPANY"), pursuant to the Receivables Purchase
Agreement referred to below.
WITNESSETH:
WHEREAS, the Seller and the Company are parties to an
Receivables Purchase Agreement, dated as of September 30, 2002 (hereinafter as
such agreement may have been, or may from time to time be, amended, supplemented
or otherwise modified, the "RECEIVABLES PURCHASE AGREEMENT");
WHEREAS, pursuant to the Receivables Purchase Agreement, the
Seller wishes to designate Additional Accounts to be included as Accounts and
the Seller wishes to convey its right, title and interest in the Receivables of
such related Additional Accounts, whether now existing or hereafter created, to
the Company pursuant to the Receivables Purchase Agreement; and
WHEREAS, the Company is willing to accept such designation and
conveyance subject to the terms and conditions hereof.
NOW, THEREFORE, the Seller and the Company hereby agree as
follows:
1. Defined Terms. All capitalized terms used herein
shall have the meanings ascribed to them in the Receivables Purchase Agreement
unless otherwise defined herein.
"Addition Date" shall mean, with respect to the Additional
Accounts designated hereby ____________ ___, _____.
"Additional Cut-Off Date" shall mean, with respect to the
Additional Accounts designated hereby, ____________ ___, _____.
2. Designation of Additional Accounts. The Seller
delivers herewith a computer file or microfiche list containing a true and
complete schedule identifying all such related Additional Accounts designated
hereby (the "ADDITIONAL ACCOUNTS") and specifying for each such related
Additional Account, as of the Additional Cut-Off Date, its account number, the
aggregate amount outstanding in such Account and the aggregate amount of
Principal Receivables in such related Additional Account. Such computer file,
microfiche list or other documentation
A-1
shall be as of the date of this Supplemental Conveyance incorporated into and
made part of this Supplemental Conveyance and is marked as SCHEDULE I to this
Supplemental Conveyance.
3. Conveyance of Receivables.
(a) The Seller does hereby sell, transfer, assign, set
over and otherwise convey to the Company, without recourse except as provided in
the Receivables Purchase Agreement, all its right, title and interest in, to and
under the Receivables generated by such Additional Accounts, existing at the
close of business on the Additional Cut-Off Date and thereafter created until
termination of the Receivables Purchase Agreement pursuant to Article VIII
thereof, all Recoveries with respect to such Accounts, all monies due or to
become due and all amounts received or receivable with respect thereto and all
"proceeds" (including, without limitation, "proceeds" as defined in Article 9 of
the UCC) thereof.
(b) In connection with such sale, the Seller agrees to
record and file, at its own expense, one or more financing statements (and
continuation statements with respect to such financing statements when
applicable) with respect to the Receivables, existing on the Additional Cut-Off
Date and thereafter created, for the transfer of accounts and general
intangibles meeting the requirements of applicable state law in such manner and
in such jurisdictions as are necessary to perfect the sale and assignment of and
the security interest in the Receivables to the Company, and to deliver a
file-stamped copy of such financing statement or other evidence of such filing
to the Company.
(c) In connection with such sale, the Seller further
agrees, at its own expense, on or prior to the date of this Supplemental
Conveyance, to indicate in the appropriate computer files or microfiche list
that all Receivables created in connection with the Additional Accounts
designated hereby have been conveyed to the Company pursuant to this
Supplemental Conveyance.
(d) The parties hereto intend that the conveyance
described in Section 3(a) constitute an absolute sale consistent with the intent
expressed in Section 2.01(d) of the Receivables Purchase Agreement. In the
event, however, that notwithstanding such intent 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 Supplemental Conveyance shall constitute a security agreement under
applicable law, and that the Seller shall be deemed to have granted, and the
Seller does hereby grant, to the Company a first priority perfected security
interest in all of the Seller's right, title and interest, whether now owned or
hereafter acquired, in, to and under all Receivables existing on the Additional
Cut-Off Date in the Additional Accounts and thereafter created from time to time
until the termination of the Receivables Purchase Agreement pursuant to Article
VIII thereof, all Recoveries with respect to such Accounts, all monies due or to
become due and all amounts received or receivable with respect thereto, and all
proceeds (including, without limitation, "proceeds" as defined in Article 9 of
the UCC) thereof.
4. Acceptance by the Company. The Company hereby
acknowledges its acceptance of all right, title and interest to the property,
now existing and hereafter created, conveyed to the Company pursuant to Section
3 of this Supplemental Conveyance, and declares that it shall maintain such
right, title and interest. The Company further acknowledges that, prior
A-2
to or simultaneously with the execution and delivery of this Supplemental
Conveyance, the Seller delivered to the Company the computer file or microfiche
list described in Section 2 of this Supplemental Conveyance.
5. Representations and Warranties of the Seller. The
Seller hereby represents and warrants to the Company as of the date of this
Supplemental Conveyance and as of the Addition Date that:
(a) Legal, Valid and Binding Obligation. This
Supplemental Conveyance constitutes a legal, valid and binding obligation of the
Seller enforceable against the Seller in accordance with its terms, except as
such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally from time to time in effect or general principles of equity;
(b) Eligibility of Accounts. On the Additional Cut-Off
Date, each related Additional Account designated hereby is an Eligible Account;
(c) No Liens. Each Receivable in a related Additional
Account designated hereby has been conveyed to the Company free and clear of any
Lien;
(d) Eligibility of Receivables. On the Additional Cut-Off
Date, each Receivable existing in a related Additional Account designated hereby
is an Eligible Receivable and as of the date of creation of any Receivable in a
related Additional Account designated hereby, such Receivable is an Eligible
Receivable;
(e) Selection Procedures. No selection procedure believed
by the Seller to be adverse to the interests of the Company or the Noteholders
was utilized in selecting the Additional Accounts;
(f) Transfer of Receivables. This Supplemental Conveyance
constitutes a valid sale, transfer and assignment to the Company of all right,
title and interest of the Seller in the Receivables arising in the related
Additional Accounts designated hereby now existing or hereafter created, all
monies due or to become due and all amounts received with respect thereto and
the "proceeds" (including, without limitation, "proceeds" as defined in Article
9 of the UCC) thereof and the Recoveries with respect thereto;
(g) No Conflict. The execution and delivery of this
Supplemental Conveyance, the performance of the transactions contemplated by
this Supplemental Conveyance and the fulfillment of the terms hereof, 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 the Seller is a party or by which it or its properties
are bound;
(h) No Violation. The execution and delivery of this
Supplemental Conveyance by the Seller, the performance of the transactions
contemplated by this Supplemental Conveyance and the fulfillment of the terms
hereof applicable to the Seller will not conflict with or violate any
Requirements of Law applicable to the Seller;
A-3
(i) No Proceedings. There are no proceedings or
investigations, pending or, to the best knowledge of the Seller, threatened
against the Seller before any Governmental Authority (i) asserting the
invalidity of this Supplemental Conveyance, (ii) seeking to prevent the
consummation of any of the transactions contemplated by this Supplemental
Conveyance, (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 Supplemental Conveyance or (iv) seeking
any determination or ruling that would materially and adversely affect the
validity or enforceability of this Supplemental Conveyance; and
(j) All Consents. All authorizations, consents, orders or
approvals of any Governmental Authority required to be obtained by the Seller in
connection with the execution and delivery of this Supplemental Conveyance by
the Seller and the performance of the transactions contemplated by this
Supplemental Conveyance by the Seller, have been obtained.
6. Ratification of the Receivables Purchase Agreement.
The Receivables Purchase Agreement is hereby ratified, and all references to the
"RECEIVABLES PURCHASE AGREEMENT," to "THIS AGREEMENT" and "HEREIN" shall be
deemed from and after the Addition Date to be a reference to the Receivables
Purchase Agreement as supplemented by this Supplemental Conveyance. Except as
expressly amended hereby, all the representations, warranties, terms, covenants
and conditions of the Receivables Purchase Agreement shall remain unamended and
shall continue to be, and shall, remain, in full force and effect in accordance
with its terms and except as expressly provided herein shall not constitute or
be deemed to constitute a waiver of compliance with or consent to non-compliance
with any term or provision of the Receivables Purchase Agreement.
7. Counterparts. This Supplemental Conveyance may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument.
8. Governing Law. THIS SUPPLEMENTAL CONVEYANCE 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.
A-4
IN WITNESS WHEREOF, the undersigned have caused this
Supplemental Conveyance to be duly executed and delivered by their respective
duly authorized officers on the day and the year first above written.
HOUSEHOLD CONSUMER LOAN
CORPORATION II
By:______________________________________
Name:
Title:
____________________________
By:______________________________________
Name:
Title:
A-5
Schedule I to
Supplemental
Conveyance
ADDITIONAL ACCOUNTS
COMPUTER FILES CONTAINING ACCOUNT INFORMATION DELIVERED TO THE
COMPANY ARE INCORPORATED BY REFERENCE
I-1
Schedule I
LIST OF ACCOUNTS
COMPUTER FILES CONTAINING ACCOUNT INFORMATION DELIVERED TO THE
COMPANY ARE INCORPORATED BY REFERENCE
Annex I
LIST OF SELLERS
HOUSEHOLD REALTY CORPORATION
HOUSEHOLD FINANCE CORPORATION OF
CALIFORNIA
HOUSEHOLD FINANCE CORPORATION II
HOUSEHOLD FINANCE CORPORATION III
HOUSEHOLD FINANCE INDUSTRIAL LOAN
COMPANY
HOUSEHOLD FINANCE REALTY
CORPORATION OF NEW YORK
HOUSEHOLD FINANCIAL CENTER INC.
HOUSEHOLD FINANCE CORPORATION OF
ALABAMA
HOUSEHOLD FINANCE CORPORATION OF
NEVADA
HOUSEHOLD FINANCE REALTY
CORPORATION OF NEVADA
HOUSEHOLD INDUSTRIAL FINANCE
COMPANY
HOUSEHOLD INDUSTRIAL LOAN COMPANY
OF KENTUCKY
HOUSEHOLD FINANCE INDUSTRIAL LOAN
COMPANY OF IOWA
HOUSEHOLD FINANCE CONSUMER
DISCOUNT COMPANY
MORTGAGE ONE CORPORATION
HOUSEHOLD FINANCE CORPORATION OF
WEST VIRGINIA
BENEFICIAL ARIZONA INC.
BENEFICIAL ALABAMA INC.
BENEFICIAL CALIFORNIA INC.
BENEFICIAL COLORADO INC.
BENEFICIAL CONNECTICUT INC.
BENEFICIAL CONSUMER DISCOUNT
COMPANY
BENEFICIAL DELAWARE INC
BENEFICIAL DISCOUNT CO. OF VIRGINIA
BENEFICIAL FLORIDA INC.
BENEFICIAL GEORGIA INC.
BENEFICIAL HAWAII INC.
BENEFICIAL IDAHO INC.
BENEFICIAL ILLINOIS INC.
BENEFICIAL INDIANA INC.
BENEFICIAL NEW YORK INC.
BENEFICIAL HOMEOWNER SERVICE
CORPORATION
BENEFICIAL KANSAS INC.
BENEFICIAL KENTUCKY INC.
BENEFICIAL LOAN & THRIFT CO.
BENEFICIAL LOUISIANA INC.
BENEFICIAL MAINE INC.
BENEFICIAL MARYLAND INC.
BENEFICIAL MASSACHUSETTS INC.
BENEFICIAL MICHIGAN INC.
BENEFICIAL MISSISSIPPI INC.
BENEFICIAL MISSOURI, INC.
BENEFICIAL MONTANA INC.
BENEFICIAL NEBRASKA INC.
BENEFICIAL NEVADA INC.
BENEFICIAL NEW HAMPSHIRE INC.
BENEFICIAL NEW JERSEY INC.
BENEFICIAL NEW MEXICO INC.
BENEFICIAL NORTH CAROLINA INC.
BENEFICIAL OKLAHOMA INC.
BENEFICIAL OREGON INC.
BENEFICIAL RHODE ISLAND INC.
BENEFICIAL SOUTH CAROLINA INC.
BENEFICIAL SOUTH DAKOTA INC.
BENEFICIAL TENNESSEE INC.
BENEFICIAL TEXAS INC.
BENEFICIAL UTAH INC.
BENEFICIAL VIRGINIA INC.
BENEFICIAL WASHINGTON INC.
BENEFICIAL WEST VIRGINIA INC.
BENEFICIAL WISCONSIN INC.
BENEFICIAL WYOMING INC.
BENEFICIAL MORTGAGE CORPORATION
BENEFICIAL OHIO INC.
BENEFICIAL MORTGAGE CO. OF ARIZONA
BENEFICIAL MORTGAGE CO. OF COLORADO
BENEFICIAL MORTGAGE CO. OF
CONNECTICUT
BENEFICIAL MORTGAGE CO. OF GEORGIA
BENEFICIAL MORTGAGE CO. OF IDAHO
BENEFICIAL MORTGAGE CO. OF INDIANA
BENEFICIAL MORTGAGE CO. OF KANSAS,
INC.
BENEFICIAL MORTGAGE CO. OF LOUISIANA
BENEFICIAL MORTGAGE CO. OF MARYLAND
BENEFICIAL MORTGAGE CO. OF
MASSACHUSETTS
BENEFICIAL MORTGAGE CO. OF MISSOURI,
INC.
BENEFICIAL MORTGAGE CO. OF NEVADA
BENEFICIAL MORTGAGE CO. OF NEW
HAMPSHIRE
BENEFICIAL MORTGAGE CO. OF NORTH
CAROLINA
BENEFICIAL MORTGAGE CO. OF RHODE
ISLAND
BENEFICIAL MORTGAGE CO. OF SOUTH
CAROLINA
BENEFICIAL MORTGAGE CO. OF UTAH
BENEFICIAL MORTGAGE CO. OF VIRGINIA
BENEFICIAL CREDIT SERVICES, INC.
BENEFICIAL IOWA, INC.
BENEFICIAL CREDIT SERVICES OF SOUTH
CAROLINA, INC.
BENEFICIAL MORTGAGE CO. OF MISSISSIPPI
