MASTER RECEIVABLES PURCHASE AGREEMENT

TABLE OF CONTENTS

THIS MASTER RECEIVABLES PURCHASE AGREEMENT, dated as of December 18, 2001, executed between Household Auto Receivables Corporation, a Nevada corporation, as purchaser (“ HARC ”) and Household Automotive Finance Corporation, a Delaware corporation, as seller (“ Seller ”).

W I T N E S S E T H :

WHEREAS, HARC has agreed to purchase from time to time from Seller, and Seller, pursuant to this Agreement, has agreed to transfer from time to time to HARC the Receivables and the Other Conveyed Property.

NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter contained, and for other good and valuable consideration, the receipt of which is acknowledged, HARC and Seller, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1  General .  Capitalized terms used herein without definition shall have the respective meanings assigned to such terms in the Master Sale and Servicing Agreement.

SECTION 1.2  Specific Terms .  Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

“ Agreement ” means this Master Receivables Purchase Agreement and all amendments hereof and supplements hereto.

“ Closing Date ” means December 18, 2001.

“ Conveyance ” shall have the meaning specified in Section 2.1.

“ Conveyance Papers ” shall have the meaning specified in Section 3.1.

“ Cutoff Date ” shall have the meaning assigned to such term in the Master Sale and Servicing Agreement or applicable Receivables Purchase Agreement Supplement.

“ Master Sale and Servicing Agreement ” means the Master Sale and Servicing Agreement dated as of December 18, 2001, by and among Household Automotive Warehouse Trust, as Issuer, HARC, as Seller, Household Finance Corporation, as Master Servicer, and Wells Fargo Bank Minnesota, National Association, as Indenture Trustee, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“ Other Conveyed Property ” means all money, instruments, rights and other property that are subject or intended to be subject to the lien and security interest of the Indenture (including all property and interests granted to the Indenture Trustee), including all proceeds thereof, other than the Receivables.

“ Purchase Date ” means, with respect to Receivables, any date, on which Receivables are to be purchased by HARC pursuant to this Agreement and a Receivables Purchase Agreement Supplement is executed and delivered by Seller and HARC.

“ Receivables ” means the Receivables listed on the Schedules of Receivables attached to this Agreement or to each Receivables Purchase Agreement Supplement as Schedule A.

“ Receivables Purchase Agreement Supplement ” means an agreement between HARC and Seller, substantially in the form of Exhibit A hereto.

“ Repurchase Event ” means a determination pursuant to Section 3.2 or Section 4.7 of the Master Sale and Servicing Agreement that HARC is required to repurchase a Receivable.

“ Schedule of Receivables ” means the schedule of Receivables sold and transferred pursuant to this Agreement and each related Receivables Purchase Agreement Supplement from time to time, which schedule collectively includes the schedules attached as Schedule A to this Agreement and Schedule A to each related Receivables Purchase Agreement Supplement.

SECTION 1.3 Other Definitional Provisions .

(a) All terms defined in this Agreement shall have the defined meanings when used in any certificate, other documents, or Conveyance Paper made or delivered pursuant hereto unless otherwise defined herein.

(b) The words “ hereof ”, “ herein ” and “ hereunder ” and words of similar import when used in this Agreement or any Conveyance Paper shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and Section, Subsection, Schedule and Exhibit references contained in this Agreement are references to Sections, Subsections, Schedules and Exhibits in or to this Agreement unless otherwise specified.

(c) All determinations of the principal or finance charge balance of Receivables, and of any collections thereof, shall be made in accordance with the Master Sale and Servicing Agreement and the Series Supplement.

SECTION 1.4 Certain References .   All references to the Principal Balance of a Receivable as of any date of determination shall refer to the close of business on such day, or as of the first day of a Collection Period shall refer to the opening of business on such day.  All references to the last day of a Collection Period shall refer to the close of business on such day.

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SECTION 1.5 No Recourse .  Without limiting the obligations of Seller hereunder, no recourse may be taken, directly or indirectly, under this Agreement or any certificate or other writing delivered in connection herewith or therewith, against any stockholder, officer or director, as such, of Seller, or of any predecessor or successor of Seller.

ARTICLE II

CONVEYANCE OF THE RECEIVABLES
AND THE OTHER CONVEYED PROPERTY

SECTION 2.1                           Purchase .

(a) By execution of this Agreement and subject to the terms and conditions of this Agreement, on each Purchase Date Seller shall sell, transfer, assign, and otherwise convey to HARC (collectively, the “ Conveyance ”) without recourse (but without limitation of its obligations in this Agreement), and HARC shall purchase, all right, title and interest of Seller in and to:

(i)                                      each and every Receivable listed from time to time on Schedule A hereto or to each related Receivables Purchase Agreement Supplement and all monies paid or payable thereon or in respect thereof on or after the related Cutoff Date (including amounts due on or before the related Cutoff Date but received by Seller on or after such date);

(ii)                                   the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of Seller in such Financed Vehicles;

(iii)                                all rights of Seller against Dealers pursuant to Dealer Agreements or Dealer Assignments related to such Receivables;

(iv)                               any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement;

(v)                                  all rights of Seller under any Service Contracts on the related Financed Vehicles;

(vi)                               any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables;

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(vii)                            all items contained in the Receivables Files with respect to such Receivables and any and all other documents that Seller or Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor;

(viii)                         all property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to the liquidation of such Receivable; and

(ix)                                 all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

(b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to HARC by Seller, HARC has paid or caused to be paid to or upon the order of Seller an amount equal to 100% of the Principal Balance of the Receivables on the books and records of Seller, plus the present value of anticipated excess spread on such Receivables, discounted to take into account any uncertainty as to future performance matching historical performance, servicing fees, delinquencies, pay down rates, yield and such other factors as may be mutually agreed upon between Seller and HARC, by wire transfer of immediately available funds.

(c) In connection with such Conveyance, Seller further agrees that it will, at its own expense, on or prior to the Purchase Date (i) indicate in its computer files or microfiche lists that the Receivables have been conveyed to HARC in accordance with this Agreement and have been conveyed by HARC to the Indenture Trustee pursuant to the Master Sale and Servicing Agreement for the benefit of the Secured Parties by including in such computer files and microfiche lists the code identifying each such Receivable and (ii) deliver to HARC (or to the Indenture Trustee if HARC so directs) a computer file or microfiche list containing a true and complete list of all such Receivables specifying for each such Receivable, as of the Cutoff Date (A) its account number and (B) the outstanding balance of such Receivable.  Such computer files or microfiche lists shall be delivered to HARC (or to the Indenture Trustee if so directed by HARC) and marked as proprietary and confidential.  Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Receivable during the term of this Agreement.

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(d) The parties hereto intend that the conveyance of Seller’s right, title and interest in and to the Receivables and Other Conveyed Property shall constitute a sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from Seller to HARC and that the Receivables and Other Conveyed Property shall not be part of Seller’s estate in the event of the insolvency of Seller or a conservatorship, receivership or similar event with respect to Seller.  It is the intention of the parties hereto that the arrangements with respect to the Receivables and Other Conveyed Property shall constitute a purchase and sale of such Receivables and not a loan.  In the event, however, that a court of competent jurisdiction were to hold that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Seller shall be deemed to have granted to HARC a first priority perfected security interest in all of such Seller’s right, title and interest in and to the Receivables and Other Conveyed Property.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

SECTION 3.1 Representations and Warranties of Seller .  Seller makes the following representations and warranties as of the date hereof on which HARC relies in purchasing the Receivables and the Other Conveyed Property and in transferring the Receivables and the Other Conveyed Property to the Issuer under the Master Sale and Servicing Agreement.  Such representations are made as of the execution and delivery of this Agreement and as to Receivables and Other Conveyed Property conveyed thereunder, as of the execution and delivery of each Receivables Purchase Agreement Supplement, but shall survive the sale, transfer and assignment of the Receivables and the Other Conveyed Property hereunder, and the sale, transfer and assignment thereof by HARC to the Issuer under the Master Sale and Servicing Agreement.  Seller and HARC agree that HARC will assign to Issuer all HARC’s rights under this Agreement and each Receivables Purchase Agreement Supplement and that the Indenture Trustee will thereafter be entitled to enforce this Agreement and each Receivables Purchase Agreement Supplement against Seller in the Indenture Trustee’s own name on behalf of the Securityholders.

(a)  Eligibility Criteria .  Each of the Receivables which is to be pledged as collateral for the Notes will satisfy the Eligibility Criteria set forth in Schedule I to the Series Supplement.

(b)  Organization and Good Standing .  Seller is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware and has, in all material respects, full power and authority to own its properties and conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement.

(c)  Due Obligation .  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

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all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would (i) render any Receivable unenforceable by Seller, HARC or the Trust and (ii) have a material adverse effect on the Secured Parties.

(d)  Due Authorization .  The execution, delivery and performance of this Agreement and any other document or instrument delivered pursuant hereto (such other documents and instruments, including, but not limited to, the Receivables Purchase Agreement Supplement collectively, the “ Conveyance Papers ”) and the consummation of the transactions provided for in this Agreement or any other Conveyance Papers have been duly authorized by all necessary corporate action on the part of Seller and constitute or will constitute the legal, valid and binding obligation of Seller, enforceable in accordance with their terms.

(e)  No Conflict .  The execution and delivery of this Agreement and the Conveyance Papers, the performance of the transactions contemplated by this Agreement and the Conveyance Papers, and the fulfillment of the terms of this Agreement and the Conveyance Papers applicable to 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 Seller is a party or by which it or any of its properties are bound.

(f)  No Violation .  The execution, delivery and performance of this Agreement and the Conveyance Papers and the fulfillment of the terms contemplated herein and therein applicable to Seller will not conflict with or violate any requirements of law applicable to Seller.

(g)  No Proceedings .  There are no proceedings or investigations pending or, to the best knowledge of Seller, threatened against Seller, before any court, regulatory body, administrative agency or other tribunal or governmental  instrumentality (i) asserting the invalidity of this Agreement or the Conveyance Papers, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or the Conveyance Papers, (iii) seeking any determination or ruling that, in the reasonable judgment of Seller, would materially and adversely affect the performance by Seller of its obligations under this Agreement or the Conveyance Papers, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or the Conveyance Papers or (v) seeking to affect adversely the income tax attributes of the Trust under United States Federal, Nevada or California income tax systems.

(h)  All Consents .  All authorizations, consents, orders, approvals, registrations or declarations with, or of, any Governmental Authority required to be obtained, effected or given by Seller in connection with the execution and delivery by Seller of this Agreement or the Conveyance Papers and the performance of the transactions contemplated by this Agreement or the Conveyance Papers by Seller have been duly obtained, effected or given and are in full force and effect.

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SECTION 3.2 Representations and Warranties of HARC .   HARC makes the following representations and warranties, on which Seller relies in selling, assigning, transferring and conveying the Receivables and the Other Conveyed Property to HARC hereunder.  Such representations are made as of the execution and delivery of this Agreement and as to Receivables and Other Conveyed Property conveyed thereunder, as of the execution and delivery of each Receivables Purchase Agreement Supplement, but shall survive the sale, transfer and assignment of the Receivables and the Other Conveyed Property hereunder and the sale, transfer and assignment thereof by HARC to the Issuer under the Master Sale and Servicing Agreement.

(a)  Organization and Good Standing .  HARC is a corporation duly organized and validly existing under the laws of the State of Nevada and has, in all material respects, full power and authority to own its properties and conduct its business as such properties are presently owned and such business is presently conducted and to execute, deliver and perform its obligations under this Agreement and the Conveyance Papers.

(b