AUTO LOAN ALLIANCE PROGRAM AGREEMENT (DIRECT LOANS)

3.13 Privacy. Each Party shall not make any unauthorized disclosure of or use any personal information of individual consumers other than to carry out the purposes for which such information is received and each Party shall comply in all respects with all applicable requirements of Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1999 and its implementing regulations.

3.14 Information Security. Each Party has developed, implemented and will maintain effective information security policies and procedures that include administrative, technical and physical safeguards designed to (1) ensure the security and confidentiality of confidential information provided to the other Party, (2) protect against anticipated threats or hazards to the security or integrity of such confidential information, and (3) protect against unauthorized access or use of such confidential information. Each Party's personnel handling such confidential information have been appropriately trained in the implementation of such Party's information security policies and procedures. Each Party regularly audits and reviews its information security policies and procedures to ensure their continued effectiveness and determine whether adjustments are necessary in light of circumstances including, without limitation, changes in technology, customer information systems or threats or hazards to confidential information.

4. REPRESENTATIONS AND WARRANTIES.

4.1 Mutual. Each Party represents and warrants to the other Party as of the date of this Agreement and as of each date that Household purchases a Contract pursuant to this Agreement: (i) it is duly organized, validly existing, and in good standing under the Laws of its jurisdiction of incorporation and in each jurisdiction in which it originates Contracts and, to the extent applicable, the Laws of the United States of America, and each has all requisite power and authority to carry on its business as now being conducted and to enter into and perform this Agreement; (ii) it is duly qualified to do business in each jurisdiction where the nature of the activities conducted therein, or the ownership of property therein, makes such qualification necessary; (iii) it has and shall maintain all requisite licenses and registrations to carry on the business contemplated by this Agreement; and (iv) it will perform all of its activities, obligations and responsibilities contemplated under this Agreement in compliance with all applicable Laws. Each Party shall be responsible to send any notices and disclosures required with respect to its own review of credit applications. Company and Household shall comply in all respects with all applicable requirements of Title V of the ▇▇▇▇▇- ▇▇▇▇▇-▇▇▇▇▇▇ Act of 1999 and its implementing regulations

4.2 Representations and Warranties of Company. As of the date of this Agreement, and as of each and every date Company forwards an Application to Household or offers a Contract to Household for acquisition under this Agreement, as the case may be, and as of each and every date Household acquires an Application or a Contract hereunder, and throughout the Term, Company hereby represents and warrants to Household, it being acknowledged and understood that each such representation and warranty is true and relates to material matters upon which Household relied, and Company covenants and agrees, as follows:

4.2.1 Organization. Company is a corporation, duly organized, validly existing, and qualified and authorized to transact business in, and is in good standing under the Laws of the jurisdiction of its organization and each jurisdiction in which it performs or will perform its obligations under this Agreement or is otherwise doing business or is otherwise exempt under applicable Law from such qualification.

4.2.2 Capacity; Authority; Validity. Company has the power, authority and legal right to execute, deliver, and perform this Agreement and the transactions contemplated hereunder. The execution, delivery and performance of this Agreement by Company have been duly authorized by all necessary action, and this Agreement is enforceable against Company in accordance with its terms, except only to the extent such enforceability may be limited by bankruptcy, insolvency, reorganization, and other Laws relating to or affecting creditors' rights generally and by general equity principles.

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4.2.3 Consents; Conflicts. No consent or approval of any other party or any governmental authority, bureau or agency is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except such as have been obtained prior to the event or circumstances for which it is required. There is no pending claim, cause of action, governmental action or litigation that, if determined adversely to Company, would affect Company's ability to perform its obligations under this Agreement. This Agreement will not result in Company's or any Affiliate of Company`s breach of any other agreement, instrument or relationship by which Company or any Affiliate of Company is bound.

4.2.4 Licenses. Company is, and throughout the term of this Agreement will remain, duly authorized and properly licensed under all applicable Laws to transact business as presently conducted, and to perform the transactions contemplated under this Agreement, and Company has full power and authority to perform its obligations contemplated by this Agreement, including but not limited to, holding the required licenses to purchase and hold Contracts in the States.

4.2.5 Compliance with Law. Company shall perform all of its duties and obligations under this Agreement, and with respect to each Application and each Contract, in compliance with all applicable Laws. Without limiting the scope of the foregoing provision, Company hereby represents that it has complied with any and all requirements contained in the Fair Credit Reporting Act with respect to disclosing information contained within a credit bureau report to Household.

4.2.6 Insurance. Company agrees to provide a certificate of insurance evidencing commercial general liability in an amount not less than $1,000,000 per occurrence and $2,000,000 aggregate; workers' compensation insurance including employers' liability in an amount not less than $500,000 per accident/disease; errors and omissions insurance in an amount not less than $3,000,000; commercial blanket bond/crime (including fidelity) in an amount not less than $1,000,000 per occurrence; and umbrella liability in amount not less than $5,000,000 aggregate. Company agrees to ensure that general liability insurance and errors and omissions insurance includes personal injury coverage for mental anguish, mental or emotional distress, discrimination, slander, and invasion of privacy.

4.3 Representations, Warranties and Covenants of Company as to Each Contract. As of each and every date Company forwards a Contract to Household for purchase under this Agreement, as the case may be, and as of each and every date Household pays Company the Purchase Price for a Contract hereunder, with respect to each Contract being purchased, Company hereby represents and warrants to Household, it being acknowledged and understood that each such representation and warranty is true and relates to material matters upon which Household relied, and Company covenants and agrees, as follows:

4.3.1 Applications. The Application form contains an authorization or consent by the applicant that the Application may be forwarded to Company at its address and to financial institutions other than Company to obtain credit bureau information and to exchange credit information. Each Application shall be and is bona fide, valid, and genuine, and shall be and is duly and properly executed by the parties shown as applicants who were, to the best of the knowledge of the Company, competent and had full legal capacity to enter into the Application at the time they executed the same; and no Application has been obtained by fraud or fraudulent representations and no oral or written agreement exists or will exist whereby any of the terms of any Application has been varied in any way. Company has provided to Household simultaneously with the delivery of the Application all information received by Company or of which Company has knowledge concerning each applicant, the Application and the proposed transaction and has provided to Household all such information received subsequent thereto. Company has no knowledge that any such information is not true or accurate and the form of each Contract and Application complies with all applicable Laws.

4.3.2 Qualifying Contracts The Contract is valid and genuine and correctly and fully states the terms of the transaction between Company and Obligor; each signature on the Contract and/or on all other documents is genuine; and each Obligor has, at the time of entering into the Contract, the full legal capacity to enter into the Contract and none of the Obligors are minors or incompetent.

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4.3.3 Vehicle Description. The Vehicle described in the Contract has been delivered to and accepted by the Obligor, and the title to the Vehicle has never been branded a salvage, rebuilt, manufacturer's buy-back, vehicle history on file, or lemon law title or otherwise subject to any Laws regarding the same nor has the Vehicle been used for commercial transportation or by law enforcement agencies.

4.3.4 Title. The Vehicle and the Contract, respectively, are free of all liens, claims and encumbrances except Company's lien which is now assigned to Household; the Contract is valid and enforceable in accordance with its terms; and the amount stated in the Contract to be due will in fact be due and payable at the time or times provided therein free of any claims, defenses, setoffs or counterclaims.

4.3.5 Additional Products. All types of insurance, warranty, service contracts, gap waivers or other products provided or arranged by Company comply with all applicable Laws and regulations, and the purchase price of any vehicle accessories, service contracts, insurance, warranties or other goods and services represents the fair retail market value of such goods and services, has not been overstated or inflated in any way and are not in excess of amounts permitted by applicable Law. All disclosures required by applicable Law to be made concerning insurance and such other products or services were complete and accurate and properly made, and all documents required to be delivered at the time of signing the Contract have been delivered. The parties acknowledge and agree that Company is a lender making direct loans to Obligors, and Company does not and shall not sell, provide or arrange for the sale of any Vehicle or any insurance coverage, warranty, service contract, gap waiver coverage or other products ("additional products") relating to Vehicles.

4.3.6 Disclosures. All disclosures and notices required by Law to be made to each Obligor were complete, accurate and properly and timely made, and all documents required to be delivered at the time of signing the Contract have been delivered.

4.3.7 Completed Contract. The Contract was completely filled-in when signed by each Obligor, and each Obligor received a completed copy of the Contract.

4.3.8 Contract Compliance. Company has complied with, and the credit application, Contract and all other documents submitted by Company and the related transaction conform with, all applicable requirements of the Truth in Lending Act, Regulation Z, the Equal Credit Opportunity Act (ECOA), Regulation B, the Fair Credit Reporting Act (FCRA), all Federal Trade Commission (FTC) Rules, any and all applicable Laws.

4.3.9 Misstatements. Company has not made inaccurate, untrue or misleading representations, warranties, statements, claims or comments to the Obligor regarding the finance charge, including, without limitation, obtaining the lowest or best interest rate available for the Obligor, or with respect to any other material matter relating to the Contract.

4.3.10 Loss Payee. The Vehicle serving as security under the Contract is insured, commencing with the date of delivery of the Vehicle to Obligor, in accordance with a physical damage insurance policy, in accordance with the insurance requirements of the Contract.

4.3.11 Lien Perfection. Company has caused to be completed, at the time of Contract signing, all forms and documents necessary to perfect a valid and enforceable first priority security interest of Company in the Vehicle as required by applicable Law, and such documents have been forwarded, within the earlier of (i) the state Law time frame for perfection or (ii) 20 days from date of Contract, together with the appropriate fees, to those public officials who are responsible for issuing the certificate of title or registration, and Company has taken, or has caused to be taken, all other steps required to perfect such lien or security interest in the name of Company, Household or its designee. Company further warrants that upon Household's purchase of a Contract, Household shall have a perfected first priority lien in the related Vehicle.

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4.3.12 Additional Fees. Company did not charge Obligor for filing fees or other costs to public officials to perfect Company's security interest in the Vehicle, except where allowed by Law, and Company did not charge Obligor for any other fee, including documentary or processing fees, except where allowed by Law and fully disclosed in the Contract.

4.3.13 Obligor Payment. The Company will not, without the prior written consent of Household, accept collection of payments or make payments on Contracts assigned to Household, repossess or consent to the return of any property which is the subject of any such Contract, or modify the terms of any such Contract.

4.3.14 Obligors. To the best of Company's knowledge, none of the Obligors, borrowers, endorsers, obligors, sureties or guarantors on the Contracts are deceased, and none of such persons are the subject of any proceedings between Company and such persons, including bankruptcy.

4.3.15 Accounting Records. To the best of Company's knowledge, the information that appears on Company's accounting and all other pertinent records pertaining to any Contract accurately reflects the true status of each Contract.

4.3.16 Information is True. Company has furnished to Household all information received relative to each Application and Contract and to the best of Company's knowledge, such information is true, unaltered and accurate, and no statements or information made or furnished to Household are untrue, inaccurate or incomplete.

4.3.17 Fees and Taxes. Company will promptly forward to the proper authorities all federal, state and local fees and taxes due in connection with the sale and/or registration of each Vehicle.

4.3.18 Intentionally omitted.

4.3.19 Late Charges, NSF and Other Fees. The late charges, non-sufficient fund fees and other fees and charges set forth in the Contract comply with the written instructions provided by Household to Company.

4.3.20 Future Communications and Payments. Company shall receive and hold in trust for Household and within twenty-four (24) hours of receipt by Company forward to Household at a post office box specified by Household any payment, notice, letter, or communication that Company may receive regarding a Contract purchased by Household. If such communication to the Company is oral, Company shall inform Household of such communication by telephoning Household at a telephone number specified by Household.

4.3.21 Incorrect Information. Company shall notify Household if it becomes aware that any information, which Company provided to Household with regard to an Application, Contract, Obligor is not true.

4.4 Representations and Warranties of Household. As of the date of this Agreement, and throughout the Term, Household hereby represents and warrants to Company that:

4.4.1 Organization. Household is a corporation, duly organized, validly existing, and qualified and authorized to transact business in, and in good standing under the Laws of the jurisdiction of their organization and each jurisdiction in which they perform or will perform their obligations under this Agreement, except such as have been or will be obtained prior to the event or circumstances for which they are required or are otherwise doing business or are otherwise exempt under applicable Law from such qualification.

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4.4.2 Capacity; Authority; Validity. Household has the power, authority and legal right to execute, deliver, and perform this Agreement and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by Household have been duly authorized by all necessary action, and this Agreement is enforceable against Household in accordance with its terms, except only to the extent such enforceability may be limited by bankruptcy, insolvency, reorganization, and other Laws relating to or affecting creditors' rights generally and by general equity principles.

4.4.3 Consents; Conflicts. No consent or approval of any other party or any governmental authority, bureau or agency is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except such as have been obtained prior to the event or circumstances for which it is required. There is no pending claim, cause of action, governmental action or litigation that, if determined adversely to Household, would affect Household's ability to perform its obligations hereunder. This Agreement will not result in Household's default in any other agreement, instrument, or relationship by which Household is bound.

4.4.4 Licenses. Household is duly authorized and properly licensed under all applicable Laws to transact business as presently conducted, except such licenses and authorizations as will be obtained prior to the event or circumstances for which required. Household will maintain (and obtain prior to entry into a state mutually agreed upon by the Parties) all necessary licenses required by applicable Law to conduct business as contemplated by this Agreement.

4.4.5 Compliance with Law. Household shall perform all of its duties and obligations under this Agreement in compliance with all applicable Laws. With respect to Contracts acquired by Household, Household shall charge, collect, and impose contract terms and conditions in compliance with all applicable Laws, including without limitation, usury and disclosure requirements

5. COMPANY LIABILITIES AND INDEMNIFICATION AND REMEDIEIS

5.1 Liabilities. Household does not by virtue of entering into or carrying out the terms of this Agreement or purchasing Contracts assume any obligations of Company or any other person or entity except those obligations of Company to Obligors expressly set forth in the Contract, which obligations Household expressly assumes, subject to Company's warranty that all other obligations of Company related to the Contracts have been performed. Without limiting the generality of the foregoing, Household specifically does not assume any obligations relating to any of the following:

(i) Taxes. Any liability of Company for any tax of any kind, accrued or accruing, with respect to the Contracts, including without limitation any liability for income, sales, use or personal property taxes, but excluding Florida Documentary Stamp Taxes, whether or not due and payable and whether or not collected from Obligors relating to any period prior to Household's purchase of a Contract:

(ii) Contingent Liabilities. Any liability of Company arising at any time as a result of any claim pertaining to any act or omission by Company or any of their agents or representatives.

(iii) Transaction Expenses. Any liability of Company to make any payment or pay any taxes incurred in connection with this Agreement or the transactions contemplated herein except for Florida Documentary Stamp Taxes and except as specifically provided herein.

All obligations, duties and liabilities of Company not specifically assumed by Household pursuant to this Section 5.1 shall be the sole responsibility of Company.

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5.2 Indemnification by Household. Household agrees to defend, indemnify, protect, save, keep, and hold Company and its Affiliates, and their respective shareholders, directors, officers, employees, representatives, agents, servants, successors and assigns harmless from and against any and all, claims, losses, liabilities, damages, injuries, costs, expenses, attorneys' fees, court costs and other amounts (collectively, "Indemnified Items") arising out of or resulting from (i) Household's breach of this Agreement; (ii) the failure of any representation or warranty of Household contained in this Agreement to be correct; or (iii) the actions of Household, its Affiliates, or their respective shareholders, directors, officers, employees, representatives, agents, servants, successors and assigns in connection with the Applications and Contracts. Household shall assume the settlement and defense of any suit or suits or other legal proceedings brought to enforce all such Indemnified Items, and shall pay all judgments or settlement amounts resulting from any such suit or suits or other legal proceedings, together with all other costs and expenses, including, but not limited to, attorneys' fees and other litigation costs.

5.3 Indemnification by Company. Company agrees to defend, indemnify, protect, save, keep and hold Household and its Affiliates, and their respective shareholders, directors, officers, employees, representatives, agents, servants, successors, and assigns harmless from and against any and all Indemnified Items arising out of or resulting from (i) Company's breach of this Agreement; (ii) the failure of any representation or warranty of Company contained in this Agreement to be correct; or (iii) the actions of Company, its Affiliates, or their respective shareholders, directors, officers, employees, representatives, agents, servants, successors and assigns in connection with the Applications and Contracts. Company shall assume the settlement and defense of any suit or suits or other legal proceedings brought to enforce all such Indemnified Items, and shall pay all judgments or settlement amounts resulting from any such suit or suits or other legal proceedings, together with all other costs and expenses, including, but not limited to, attorneys fees and other litigation costs. Household shall not be required to seek any recourse against any security or Obligor before being entitled to payment by Company.

5.4 Indemnification Procedures. A Party which is entitled to indemnification under this Section 5 is herein called the "Indemnified Party" and the Party which is obligated under this Section 5 to indemnify the other Party is herein called the "Indemnitor". The Indemnified Party, after it obtains knowledge of any claim, action, suit or proceeding or any threat thereof (collectively a "Claim") for which it believes it is entitled to indemnification under this Agreement, shall promptly notify the Indemnitor of such Claim in writing, but in no event longer than ten (10) days after such knowledge. The Indemnitor, after it obtains knowledge of any Claim for which the other Party is entitled to indemnification under this Section 5, shall promptly notify the Indemnified Party of such Claim, but in no event longer than ten (10) days after such knowledge. Each Party shall cooperate with the other in every reasonable manner (at the Indemnitor's sole expense) to facilitate the defense of any claim, action, or suit covered by this Section 5. The failure to notify shall not relieve the Indemnitor from any liability which it may have to the Indemnified Party or otherwise to the extent that the Indemnitor is not materially adversely affected by such delay. With respect to each such notice, the Indemnitor shall, at the Indemnified Party's option, immediately take all action necessary to minimize any risk or loss to the Indemnified Party including retaining counsel satisfactory to the Indemnified Party and take such other actions as are necessary to defend the Indemnified Party or to discharge the indemnity obligations under this Section. If the Indemnitor does not timely and adequately conduct such defense, the Indemnified Party may, at its option, at the expense of the Indemnitor, conduct such defense, contest, litigate or settle the Claim using counsel of its own choice without prejudice to its right of indemnification under this Section 5. The Indemnitor shall pay on demand any Indemnified Items incurred by the Indemnified Party. Each Party shall fully cooperate with each other in fulfilling the intent of this Section 5. The Indemnitor shall not settle any claim in which the Indemnified Party is named without the prior written consent of the Indemnified Party; which consent shall not be unreasonably withheld. The Indemnified Party shall have the right to be represented by counsel at its own expense in any such contest, defense, litigation or settlement conducted by the Indemnitor.

5.5 Purchase Obligations & Fee Reimbursement. Contracts will be sold to Household without recourse to Company, except for the representations, warranties, covenants and agreements set forth in this Agreement. Notwithstanding the foregoing, in the event there is a breach by Company of any covenant, representation, warranty or agreement under this Agreement which involves, relates to, or affects a Contract or the Application relating thereto, Company shall purchase said Contract, on demand after thirty (30) days right to cure any such breach that is susceptible to cure, for the outstanding balance on the Contract (including principal plus accrued but unpaid interest, collection and repossession fees and other amounts owed under the Contract). In the event of such purchase, Household agrees to assign to Company such Contract without recourse to Household, and without representation or warranties, expressed or implied. The form of said assignment is attached hereto as Exhibit H and made a part hereof.

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5.6 Intentionally omitted.

5.7 Limitation of Liability. Notwithstanding any other provision of this Agreement, including this Section 5, in no event shall either Party be liable to the other under this Agreement for any damages or claims for lost profits or consequential, incidental or punitive damages.

5.8 Survival. The provisions, agreements and obligations of this Section 5 shall survive the expiration or termination of this Agreement.

6. PROPRIETARY INFORMATION. The Parties may provide each other with information, whether in writing or orally, concerning each Party or its respective Affiliates that is proprietary to the Party, including, but not limited to, past, current or possible future products, services, credit and other criteria, projects, business operations, marketing ideas, objectives, methodology, strategy, financial data and results, competitive advantages and disadvantages, processes, technology, specifications, and trade secrets (herein collectively "Proprietary Information"); provided however, that the term "Proprietary Information" does not include information (a) which is (or which becomes) generally available to the public for reasons other than as a result of disclosure in breach of this Agreement, (b) which has been lawfully disclosed by a third party who did not impose any restriction on disclosure, (c) which has been independently developed by a Party or was rightfully possessed or already known by a Party prior to the execution of this Agreement, (d) which is developed independently by an employee, agent or contractor of that party without using the Proprietary Information, or (e) which is required to be disclosed by Law or court order, provided that the disclosing Party will exercise reasonable efforts to notify the other Party prior to disclosure. Except as otherwise provided in this Agreement, each Party agrees it will not without the other Party's prior written consent (i) disclose the specific terms of this Agreement except that either Party may make such disclosures as appropriate to its Affiliates, auditors, consultants, or regulatory agencies, or as compelled by Law and may disclose in general terms the relationship resulting from this Agreement, or (ii) disclose to any third party any Proprietary Information of the other Party for so long as the pertinent information or data remains Proprietary Information, except as required, to perform its obligations under this Agreement, or pursuant to a subpoena, including without limitation, an administrative subpoena, a court order or other order or demand of a governmental or regulatory agency or body. Each Party will take reasonable precautions to assure that Proprietary Information received from the other Party will be held in confidence and disclosed only to those employees, agents or contractors of the receiving Party who have a reason to know of this Agreement or the Proprietary Information or whose duties reasonably relate to legitimate business purposes or are to develop, implement and perform the transactions contemplated by this Agreement. Each Party also agrees, upon the request of the other Party, to return or destroy any such Proprietary Information of the other Party and any copies or reproductions thereof upon expiration or termination of this Agreement. Notwithstanding the foregoing, in the event either further sells or assigns the Contracts or any rights thereto or interest therein, such Party may disclose such information as may be reasonably necessary or required to effectuate such sale or assignment provided that such assignee agrees in writing to be bound by the confidentiality provisions hereof prior to such disclosure. The provisions of this Section 6 shall survive the expiration or termination of this Agreement for two (2) years after the effective date of termination.

7. TERM AND TERMINATION.

7.1 Term. The "Initial Term" of this Agreement shall be for one (1) year commencing on the Effective Date of this Agreement, subject to earlier termination as set forth below. Thereafter, this Agreement shall be automatically renewed for successive one (1) year periods (herein "Renewal Terms") unless and until terminated as provided below.

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7.2 Termination. Notwithstanding the foregoing, this Agreement may be terminated as follows:

(i) by Household or Company, for convenience, without cause, upon not less than thirty (30) days prior written notice to the other; or

(ii) by either Party immediately upon written notice to the other (a) if the other Party breaches any obligation, warranty, representation, covenant, or agreement under this Agreement and the breaching Party fails to cure such breach within thirty (30) calendar days of receiving written notice of the breach from the other Party, or (b) if either Party has reasonable cause to believe that the other Party will not be able to perform its obligations under this Agreement, or (c) if there occurs a change of (25%) or more of the ownership of the other Party or if a material adverse change occurs in the financial condition of the other Party, or if the other Party is subject to a dissolution, receivership, liquidation, insolvency, merger, consolidation, reorganization, sale of substantially all of its assets, cessation of business, voluntary or involuntary bankruptcy, or the placement by a state or federal governmental agency on probation or restriction of its activities in any manner which is the subject of, or affects the performance of the other Party under, this Agreement.

7.3 Survival. It is understood and agreed that the covenants, agreements, terms indemnifications, remedies, representations and warranties set forth in Sections 3, 4, 5 and 6 of this Agreement and such other provisions which by their meaning are intended to survive this Agreement shall survive the delivery of each Contract, purchase or repurchase of any Contract and the expiration or termination of this Agreement for any reason. The expiration or termination of this Agreement shall not affect the rights and obligations of the Parties with respect to transactions and occurrences which take place prior to the effective date of termination, except as otherwise provided in this Agreement, and shall not be affected or limited by any waiver, compromise, settlement, extension or variation of the terms of the Contract or release of any Obligor, or guarantor by Household. The parties' obligations shall continue with respect to any Approved Applications for which Confirmations that were issued prior to the effective date of Termination, until the pending Confirmations expire. Household shall not be required to seek any recourse against any security, Obligor or other before being entitled to payment by Company.

8. MISCELLANEOUS.

8.1 Independent Contractor Relationship. The relationship between Company and Household is that of independent contractor and shall not be construed as a joint venture, partnership or principal-agent relationship, and there is no intention to create any partnership, joint venture, or principal-agency. This Agreement shall not be construed as authority for either Party to act for the other in any agency or any other capacity or to make commitments of any kind for the account of or on behalf of the other, except as expressly set forth in this Agreement. Under no circumstances shall any of the employees of one Party be deemed to be employees of the other Party for any purpose.

8.2 Notices. All notices and other communications shall be in writing and shall be deemed given (i) three Business Days after being deposited in the U.S. mail, first class, postage prepaid; (ii) upon transmission, if sent by facsimile transmission; or (iii) upon delivery, if served personally or sent by any generally recognized overnight delivery service, and sent to the following addresses, or to any other address as may hereafter be designated in writing by notice pursuant to this Section:

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\\PHILVHCL30_VOL3_SERVER\VOL3\DEPT\HILEGAL\AUTOLAW\▇▇▇▇▇\Alliances - Indirect\ELoan 90902.doc

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• If Company originates a Contract with an interest rate (the "Contract Rate") equal to the Household Adjusted Buy Rate (i.e., "buy rate" finance charge applicable to the Contract and LTV discount) and Company sells equal to the Household Adjusted Buy Rate e applicable to the Contract and Company sells such Contract to Household, Household shall pay Company an Alliance Fee of [ ** ].

• If Company originates a Contract with a Contract Rate greater than the Household Adjusted Buy Rate applicable to the Contract and Company sells such Contract to Household, the Alliance Fee will be determined at a rate [ ** ] of the Rate Differential. The Rate Differential shall equal the difference if any, between the Contract Rate for a particular Contract and the Adjusted Buy Rate applicable to the Contract at the time of purchase. The Alliance Fee shall be determined by the aforementioned formula and all such determinations shall be conclusive and binding upon the Company.

• Example: If Household's Adjusted Buy Rate is [ ** ], and Company originates a Contract for [ ** ], and Customer borrows $17,000 for 60 months.

The Alliance Fee is calculated as follows: Alliance Fee = ((Monthly payment at Contract rate) - (Monthly payment at Adjusted Buy Rate)) x (Contract Term) x [ ** ]

= [ ** ].