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Exhibit 10.4
[FORM OF ADMINISTRATION AGREEMENT]
This ADMINISTRATION AGREEMENT dated as of November 1, 1997 (as amended
from time to time, this "Agreement"), among HOUSEHOLD CONSUMER LOAN
CORPORATION, a Nevada corporation ("HCLC"), HOUSEHOLD CONSUMER LOAN TRUST
1997-2, a Delaware business trust (the "Issuer"), CHASE MANHATTAN BANK
DELAWARE, a Delaware banking corporation, as owner trustee (the "Owner
Trustee"), and HOUSEHOLD FINANCE CORPORATION, a Delaware corporation, as
administrator (the "Administrator"),
W I T N E S S E T H :
WHEREAS, the Issuer is issuing the Household Consumer Loan Asset Backed
Notes, Series 1997-2, Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and
Class B Notes (collectively, the "Notes") pursuant to the Indenture dated as of
November 1, 1997 (as amended and supplemented from time to time, the
"Indenture"), between the Issuer and The Bank of New York, a New York banking
corporation, as indenture trustee (the "Indenture Trustee") and the Household
Consumer Loan Asset Backed Certificates, Series 1997-2 (the "Certificates" and
together with the Notes, the "Securities") pursuant to the Trust Agreement
dated as of November 1, 1997 (the "Trust Agreement") among HCLC, as Seller and
as Holder of the Designated Certificate (with any successor Holder of the
Designated Certificate, the "Seller"), and the Owner Trustee. (Capitalized
terms used and not otherwise defined herein shall have the meanings assigned
such terms in the Trust Agreement); and
WHEREAS, pursuant to the Basic Documents, the Seller, the Issuer and the
Owner Trustee are required to perform certain duties in connection with (a) the
Notes and the collateral therefor pledged pursuant to the Indenture (the
"Collateral") and (b) the Certificates (the registered holders of such
interests being referred to herein as the "Certificateholders"); and
WHEREAS, the Seller, the Issuer and the Owner Trustee desire to have the
Administrator perform certain of the duties of the Seller under the Trust
Agreement and of the Issuer under the Trust Agreement and the Indenture,
(collectively, the "Related Agreements"), and to provide such additional
services consistent with the terms of this Agreement and the Related Agreements
as the Seller, the Issuer and the Owner Trustee may from time to time request
(and the Indenture Trustee is executing this Agreement to acknowledge its
consent to the Administrator's performance of those duties and services); and
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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.
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(a) Duties with Respect to the Related Agreements.
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(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
fore going 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;
(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;
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(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 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
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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 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,
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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 Administrator 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
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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 1997-2
c/o Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, DE 19801
Attention: Corporate Trust Administration
with a copy to:
The Chase Manhattan Bank
450 West 33rd Street, 15th Floor
New York, NY 10001
Attention: Global Trust Services
(b) If to the Administrator, to:
Household Finance Corporation
2700 Sanders Road
Prospect Heights, IL 60070
Attention: Treasurer
(c) If to the Indenture Trustee, to:
The Bank of New York
101 Barclay Street, Floor 12 East
New York, NY 10286
Attention: Corporate Trust Asset-Backed Unit
(d) If to the Owner Trustee, to:
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, DE 19801
Attention: Corporate Trust Administration
with a copy to:
The Chase Manhattan Bank
450 West 33rd Street, 15th Floor
New York, NY 10001
Attention: Global Trust Services
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(e) If to the Seller, to:
Household Consumer Loan Corporation
111 Town Center Drive
Las Vegas, NV 89134
Attention: Compliance Officer
with a copy to:
Household Finance Corporation
2700 Sanders Road
Prospect Heights, IL 60070
Attention: Treasurer
or to such other address as any party shall have provided to the other parties
in writing. Any notice required to be in writing hereunder shall be deemed
given if such notice is mailed by certified mail, postage prepaid, or
hand-delivered to the address of such party as provided above.
11. Amendments. (a) This Agreement may be amended from time to time by
the parties hereto, with written notice and acknowledgment by the Indenture
Trustee, by a written instrument signed by each of them, without the consent of
any of the Securityholders, provided that an Opinion of Counsel for the Seller
(which Opinion of Counsel may, as to factual matters, rely upon Officer's
Certificates of the Seller) is addressed and delivered to the Owner Trustee,
the Indenture Trustee and each Rating Agency, dated the date of any such
amendment, to the effect that the conditions precedent to any such amendment
have been satisfied and the Seller shall have delivered to the Owner Trustee
and the Indenture Trustee an Officer's Certificate, dated the date of any such
Amendment, stating that the Seller reasonably believes that such amendment will
not have a material adverse effect on the Securityholders.
(b) This Agreement may also be amended from time to time with the
consent of the Holders of the Certificates evidencing not less than 66-2/3% of
the aggregate unpaid principal amount of the Securities of all affected
Certificateholders for which the Seller has not delivered an Officer's
Certificate stating that there is no material adverse effect, for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall (i) reduce
in any manner the amount of, or delay the timing of, payments received that are
required to be distributed on any Certificate without the consent of the
related Certificateholder, or (ii) reduce the aforesaid percentage of
Certificates the Holders of which are required to consent to any such
amendment, without the consent of the Holders of all such Certificates then
outstanding or cause any material
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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.
14. Headings. The section headings hereof have been inserted for
convenience of reference only and shall not be
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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 1997-2
By: CHASE MANHATTAN BANK DELAWARE, not in its
individual capacity but solely as Owner
Trustee
By:
----------------------------------
Name:
Title:
HOUSEHOLD FINANCE CORPORATION,
in its individual capacity as
Administrator
By:
---------------------------------
Name:
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 1997-2
(the "Issuer"), does hereby make, constitute and appoint Household Finance
Corporation, as administrator (the "Administrator") under the Administration
Agreement dated as of November 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.
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17
EXECUTED this ____th day of November, 1997.
HOUSEHOLD CONSUMER LOAN TRUST 1997-2
By: CHASE MANHATTAN BANK DELAWARE,
not in its individual capacity but solely as
Owner Trustee
By:
----------------------------------------
Name:
Title:
HOUSEHOLD CONSUMER LOAN CORPORATION,
as Seller
By: ----------------------------------------
Name:
Title:
2