HSBC PRIVATE LABEL ACQUISITION CORPORATION (USA)

          The representations and warranties set forth in this Section 4.03 shall survive the sale and assignment of the Purchased Assets to HSBC Funding. Upon discovery by HPLAC or HSBC Funding 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 five Business Days following such discovery.

[END OF ARTICLE IV]

ARTICLE V

COVENANTS

          Section 5.01. Covenants of HPLAC. HPLAC hereby covenants and agrees with HSBC Funding as follows:

          (a) Receivables Not To Be Evidenced by Instruments. HPLAC will take no action to cause any Receivable (or any underlying receivable) to be evidenced by any instrument or chattel paper (as defined in the UCC), except in connection with the enforcement or collection undertaken with regard to the related Account. In the event of a breach of this Section 5.01(a), such Receivable shall be reassigned to HPLAC in accordance with Section 6.01(b).

          (b) Security Interests. Except for the conveyances hereunder or as otherwise provided herein, HPLAC will not sell, pledge, assign or transfer to any other Person, or take any other action inconsistent with HSBC Funding’s ownership of, the Purchased Assets or grant, create, incur, assume or suffer to exist any Lien (arising through or under HPLAC) on any Purchased Asset or any underlying receivable, whether now existing or hereafter created, or any interest therein, and HPLAC shall not claim any ownership interest in any Purchased Asset and shall defend the right, title and interest of HSBC Funding in, to and under the Purchased Assets, whether now existing or hereafter created, against all claims of third parties claiming through or under HPLAC.

          (c) Account Allocations. In the event that HPLAC is unable for any reason to sell Receivables to HSBC Funding 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 Governmental Authority having regulatory authority over HPLAC or any court of competent jurisdiction ordering that HPLAC not sell any additional Principal Receivables to HSBC Funding), then in any such event, HPLAC agrees (except as prohibited by any such order) to allocate and pay to HSBC Funding, after the date of such inability, all Collections with respect to Principal Receivables previously sold to HSBC Funding. To the extent that it is not clear to HPLAC whether collections relate to a Principal Receivable that was sold to HSBC Funding or to a principal receivable that HPLAC is unable to sell to HSBC Funding, HPLAC agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account. Notwithstanding any cessation of the sale to HSBC Funding of additional Principal Receivables, Principal Receivables sold to HSBC Funding prior to the occurrence of the event giving rise to such inability, Collections in respect of such Principal Receivables, Finance Charge and Administrative Receivables whenever created that accrue in respect of such Principal Receivables, and Collections in respect of such Finance Charge and Administrative Receivables, shall continue to be property of HSBC Funding available for transfer by HSBC Funding to the Trust.

          (d) Delivery of Collections. In the event that HPLAC receives Collections in respect of the Purchased Assets sold to HSBC Funding hereunder, HPLAC agrees to pay to HSBC Funding (or to the Servicer if HSBC Funding so directs) all such Collections as soon as practicable after receipt thereof.

          (e) Notice of Liens. HPLAC shall notify HSBC Funding promptly after becoming aware of any Lien on any Purchased Asset other than the conveyances hereunder.

          (f) Enforcement of Agreements. HPLAC hereby covenants that HPLAC will at all times enforce the covenants and agreements of the Bank under the Bank Purchase Agreement (or, with respect to an Account Owner other than the Bank, in a similar agreement between such Account Owner and HPLAC), including those relating to periodic rate finance charges, credit agreements, and credit guidelines related to the Accounts.

          (g) Interchange. Not later than 1:00 p.m., New York City time, on each Distribution Date, HPLAC shall pay to or at the direction of HSBC Funding, in immediately available funds, any amount of Interchange allocable to the Receivables which is received by HPLAC.

          (h) Documentation of Transfer. HPLAC shall undertake to file the documents which would be necessary to perfect and maintain the perfection of the sale of the Purchased Assets to HSBC Funding.

          (i) Approval of Office Records. HPLAC shall cause this Agreement and all Conveyance Papers to be duly approved by HPLAC’s Board of Directors, and HPLAC shall maintain this Agreement and all Conveyance Papers as a part of the official records of HPLAC for the term of the Agreement.

          (j) Name and Type and Jurisdiction of Organization. HPLAC shall not change its name or its type of organization or jurisdiction of organization without taking all actions and making all filings as are necessary to continue and maintain the first-priority perfected ownership interest of HSBC Funding in the Purchased Assets.

[END OF ARTICLE V]

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) or (viii) 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 HSBC Funding is required to accept a reassignment of the Receivables previously sold by HPLAC to HSBC Funding pursuant to Section 2.05 of the Transfer and Servicing Agreement, HPLAC shall accept reassignment of such Receivables on the terms and conditions set forth in Section 6.01(b).

          (b) The “Repurchase Price” for the Receivables described in Section 6.01(a), and any related Purchased Assets that are reassigned to HPLAC from HSBC Funding on the date on which such Receivables and related Purchased Assets are reassigned to HPLAC from HSBC Funding, shall be payable in immediately available funds on the next Purchase Price Payment Date in an amount equal to the sum of (i) 100% of the aggregate balance of the Principal Receivables, so reconveyed, plus (ii) the present value of the anticipated excess spread, including Interchange, computed by taking into account factors such as historical losses (and discounted to take into account any uncertainty as to future performance), servicing fees, delinquencies, payment rates and yield, such sum adjusted to reflect any other factors as HPLAC and HSBC Funding mutually may agree will result in a Repurchase Price determined to be the fair market value of such Receivables and Purchased Assets. Upon reassignment of such Receivables and related Purchased Assets, HSBC Funding shall automatically and without further action sell, transfer, assign, set over and otherwise convey to HPLAC, without recourse, representation or warranty, all the right, title and interest of HSBC Funding in and to such Receivables and related Purchased Assets, and such reassigned Receivables and related Purchased Assets shall be treated by HSBC Funding as collected in full as of the date on which they are transferred. HSBC Funding shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by HPLAC to effect the conveyance of such Receivables and related Purchased Assets pursuant to this Section 6.01(b).

          Section 6.02. Reassignment of Other Receivables.

          (a) In the event any representation or warranty set forth in Section 4.01(a) or (c) 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 HSBC Funding is required to accept a reassignment of the Receivables previously sold by HPLAC to HSBC Funding pursuant to Section 2.06 of the Transfer and Servicing Agreement, HPLAC shall accept reassignment of such Receivables on the terms and conditions set forth in Section 6.02(b).

          (b) HPLAC shall accept reassignment of any Receivables described in Section 6.02(a), and any related Purchased Assets, from HSBC Funding on the date on which such Receivables and related Purchased Assets are reassigned to HSBC Funding, and shall pay for such reassigned Receivables and related Purchased Assets by paying to HSBC Funding in

23

immediately available funds, not later than 1:00 p.m. New York City time, on the Transfer Date following the Monthly Period in which such reassignment obligation arises, an amount equal to the Repurchase Price. If HSBC Funding so directs, HPLAC shall deposit such payment directly into the Collection Account in accordance with the terms of the Transfer and Servicing Agreement and the Indenture. Upon reassignment of such Receivables and related Purchased Assets, HSBC Funding shall automatically and without further action sell, transfer, assign, set over and otherwise convey to HPLAC, without recourse, representation or warranty, all the right, title and interest of HSBC Funding in and to such Receivables and related Purchased Assets, and such reassigned Receivables and related Purchased Assets shall be treated by HSBC Funding as collected in full as of the date on which they are transferred. HSBC Funding shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by HPLAC to effect the conveyance of such Receivables and related Purchased Assets pursuant to this Section 6.02(b).

[END OF ARTICLE VI]

ARTICLE VII

CONDITIONS PRECEDENT

          Section 7.01. Conditions to HSBC Funding’s Obligations Regarding Receivables. The obligations of HSBC Funding to purchase any Receivables created on or after any Addition Date shall be subject to the satisfaction of the following conditions:

          (a) All representations and warranties of HPLAC 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 (except that, to the extent any such representation or warranty expressly relates to an earlier date, such representation or warranty was true and correct on such earlier date);

          (b) All information (concerning any Account to which such Receivables relate) provided or to be provided to HSBC Funding shall be true and correct in all material respects;

          (c) HPLAC shall have indicated in its computer files and microfiche lists that such Receivables have been sold to HSBC Funding in accordance with this Agreement; and

          (d) HPLAC shall have recorded and filed, at its own expense, any financing statements with respect to such Receivables meeting the requirements of applicable state law in such jurisdictions as would be necessary to perfect the sale of such Receivables from HPLAC to HSBC Funding, and shall deliver a file-stamped copy of such financing statements or other evidence of such filings to HSBC Funding.

          Section 7.02. Conditions Precedent to HPLAC’s Obligations. The obligations of HPLAC to sell, on any date, Receivables shall be subject to the satisfaction of the following conditions:

          (a) All representations and warranties of HSBC Funding 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 (except that, to the extent any such representation or warranty expressly relates to an earlier date, such representation or warranty was true and correct on such earlier date);

          (b) Payment or provision for payment of the Purchase Price in accordance with Sections 3.01 and 3.02 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 HPLAC, and HPLAC shall have received from HSBC Funding copies of all documents (including, without limitation, records of corporate proceedings) relevant to the transactions herein contemplated as HPLAC may reasonably have requested.

[END OF ARTICLE VII]

ARTICLE VIII

TERM AND PURCHASE TERMINATION

          Section 8.01. Term. This Agreement shall commence as of the date of execution and delivery hereof and shall continue at least until the termination of the Trust as provided in Article VIII of the Trust Agreement. Thereafter this Agreement may be terminated by the mutual agreement of the parties hereto.

          Section 8.02. Purchase Termination. If (a) HPLAC shall file a petition or commence a proceeding (i) to take advantage of any bankruptcy, conservatorship, receivership, insolvency or similar laws or (ii) for the appointment of a trustee, conservator, receiver, liquidator or similar official for or relating to HPLAC or all or substantially all of its property, (b) HPLAC shall consent or fail to object to any such petition filed or proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or proceeding shall not have been dismissed or stayed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or proceeding, (c) HPLAC shall admit in writing its inability to pay its debts generally as they become due, (d) HPLAC shall make an assignment for the benefit of its creditors, (e) HPLAC shall voluntarily suspend payment of its obligations, or (f) HPLAC shall take any action in furtherance of any of the foregoing (any of the foregoing, a “Dissolution Event”), HPLAC shall, on the day of such Dissolution Event (the “Appointment Date”), immediately cease to sell additional Principal Receivables to HSBC Funding and shall promptly give notice to HSBC Funding and the Applicable Transferees of such Dissolution Event. Notwithstanding any cessation of the sale to HSBC Funding of additional Principal Receivables, Principal Receivables sold to HSBC Funding prior to such Appointment Date, Collections in respect of such Principal Receivables, Finance Charge and Administrative Receivables whenever created accrued in respect of such Principal Receivables, and Collections in respect of such Finance Charge and Administrative Receivables, shall continue to be property of HSBC Funding available for transfer by HSBC Funding to the Trust.

[END OF ARTICLE VIII]

ARTICLE IX

SERVICING

          Section 9.01. Transfer and Servicing Agreement Controls with Respect to the Receivables. HPLAC acknowledges that the Receivables are to be deposited in the Trust pursuant to the Transfer and Servicing Agreement and are to be serviced by the Servicer. HPLAC agrees to cooperate fully with the Servicer and to permit the Servicer to take any and all actions necessary in connection with the Receivables.

[END OF ARTICLE IX]

ARTICLE X

MISCELLANEOUS PROVISIONS

          Section 10.01. 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 HSBC Funding and HPLAC in accordance with this Section 10.01. This Agreement and any Conveyance Papers may be amended from time to time by HSBC Funding and HPLAC, provided that HSBC Funding provides to HPLAC an Officer’s Certificate of HSBC Funding to the effect that HSBC Funding reasonably believes that such amendment will not have an Adverse Effect.

          Section 10.02. 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 10.03. 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 certified mail, return receipt requested, to (a) in the case of HSBC Funding, HSBC Funding (USA) Inc. V, 1111 Town Center Drive, Las Vegas, Nevada 89144; (b) in the case of HPLAC, HSBC Private Label Acquisition Corporation (USA), [1111 Town Center Drive, Las Vegas, Nevada 89144]; (c) in the case of the Owner Trustee, Wilmington Trust Company, as Owner Trustee, 1100 North Market Street, Wilmington, Delaware ###-###-####; and (d) in the case of the Indenture Trustee, U.S. Bank National Association, [209 South La Salle, Suite 300, Chicago, Illinois 60604]; 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 10.04. 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 10.05. Assignment. Notwithstanding anything to the contrary contained herein, other than HSBC Funding’s assignment of its right, title and interest in, to and under this Agreement to the Trust (and the subsequent assignment pursuant to the Indenture), this Agreement may not be assigned by the parties hereto, except for an assignment by a party hereto of its right, title and interest in, to and under this Agreement to (i) a successor by merger assuming this Agreement, (ii) any Affiliate of the Servicer (or any successor thereto) which assumes the obligations of this Agreement, or (iii) any entity provided that the Rating Agency Condition has been satisfied.

          Section 10.06. Acknowledgment and Agreement of HPLAC. By execution below, HPLAC expressly acknowledges and agrees that all of HSBC Funding’s right, title and

28

interest in, to and under this Agreement, including, without limitation, all of HSBC Funding’s right, title and interest in and to the Receivables, shall be assigned by HSBC Funding to the Trust pursuant to the Transfer and Servicing Agreement and by the Trust to the Indenture Trustee pursuant to the Indenture. HPLAC hereby expressly consents to such assignments. Additionally, HPLAC agrees to pay, or cause to be paid, directly to the Indenture Trustee any amounts payable by HPLAC to HSBC Funding hereunder which are identified to HPLAC as required to be paid by HSBC Funding to the Trust and by the Trust to the Indenture Trustee. Any payment required to be made on or before a specified date in same-day funds may be made on the prior Business Day in next-day funds.

          Section 10.07. Further Assurances. HPLAC and HSBC Funding 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 and the Conveyance Papers, including, without limitation, the execution of any financing statements or amendments thereto or equivalent documents relating to the Purchased Assets for filing under the provisions of the UCC or other law of any applicable jurisdiction.

          Section 10.08. No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of HPLAC or HSBC Funding, 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 10.06, the rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

          Section 10.09. Counterparts. This Agreement and the 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 10.10. Binding Effect; 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 Applicable Transferees shall be considered third-party beneficiaries of this Agreement.

          Section 10.11. 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 10.12. Headings. The headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

          Section 10.13. 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 10.14. 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 the conveyance of any Purchased Assets by HSBC Funding to the Trust pursuant to the Transfer and Servicing Agreement and by the Trust to the Indenture Trustee pursuant to the Indenture.

          Section 10.15. Nonpetition Covenant. Notwithstanding any prior termination of this Agreement, HPLAC 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 HSBC Funding or the Trust to petition or invoke the process of any Governmental Authority for the purpose of commencing or sustaining a case against HSBC Funding or the Trust under any bankruptcy, insolvency or similar law or appointing a trustee, receiver, conservator, liquidator, assignee, custodian, sequestrator or other similar official of HSBC Funding or the Trust or any substantial part of its property or ordering the winding-up or liquidation of the affairs of HSBC Funding or the Trust.

[END OF ARTICLE X]

          IN WITNESS WHEREOF, HPLAC and HSBC Funding have caused this Agreement to be duly executed by their respective officers as of the day and year first above written.

		HSBC PRIVATE LABEL ACQUISITION
		CORPORATION (USA)
		By:		/s/ Derek R. Rogers
				Name: Derek R. Rogers
				Title: Vice President and Controller
		HSBC FUNDING (USA) INC. V
		By:		/s/ Steven H. Smith
		Name: Steven H. Smith
		Title: Vice President and Assistant Treasurer

EXHIBIT A

FORM OF SUPPLEMENTAL CONVEYANCE

(As required by Section 2.02 and Section 2.03
of the Receivables Purchase Agreement)

          SUPPLEMENTAL CONVEYANCE No. ___, dated as of                     , by and between HSBC FUNDING (USA) INC. V, a Delaware corporation (together with its permitted successors and assigns, “HSBC Funding”), and HSBC PRIVATE LABEL ACQUISITION CORPORATION (USA), a Delaware corporation (together with its permitted successors and assigns, the “HPLAC”), pursuant to the Receivables Purchase Agreement referred to below.

W I T N E S S E T H :

          WHEREAS, HPLAC and HSBC Funding are parties to the Amended and Restated Receivables Purchase Agreement, dated as of August 11, 2006 (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, HPLAC wishes to designate Additional Accounts and to sell the Receivables of such Additional Accounts, whether existing on the Additional Cut-Off Date or thereafter created, to HSBC Funding pursuant to the Receivables Purchase Agreement; and

          WHEREAS, HSBC Funding is willing to accept such designation and conveyance subject to the terms and conditions hereof.

          NOW THEREFORE, HPLAC and HSBC Funding 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,                     .

          “Additional Accounts” shall have the meaning specified in Section 2.

          “Additional Cut-Off Date” shall mean, with respect to the Additional Accounts, [the close of business on]                     .

          “Additional Purchased Assets” shall have the meaning specified in Section 3(a).

          2. Designation of Additional Accounts. Within five Business Days of the Addition Date, HPLAC shall deliver a computer file or microfiche list containing a true and complete schedule identifying all Additional Accounts designated hereby (the “Additional Accounts”) and specifying for each such Additional Account, as of the Additional Cut-Off Date,

(a) its account number, (b) the aggregate amount outstanding in such Additional Account and (c) the aggregate amount of Principal Receivables in such Additional Account. On the date of this Supplemental Conveyance, such computer file or microfiche list shall be incorporated into and made part of this Supplemental Conveyance and the Receivables Purchase Agreement and is marked as Schedule 1 to this Supplemental Conveyance and shall supplement Schedule 1 of the Receivables Purchase Agreement.

          3. Conveyance of Receivables.

          (a) HPLAC does hereby sell, transfer, assign, set over and otherwise convey to HSBC Funding, without recourse, all of its right, title and interest in, to and under the Receivables of the Additional Accounts existing on the Additional Cut-Off Date and thereafter created from time to time until the termination of the Receivables Purchase Agreement pursuant to Article VIII thereof, all Interchange, Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto and all proceeds (including “proceeds” as defined in the UCC) thereof (the “Additional Purchased Assets”).

          (b) In connection with such sale and if necessary, HPLAC agrees to record and file, at its own expense, one or more financing statements (and amendments with respect to such financing statements when applicable) with respect to the Additional Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale of the Additional Purchased Assets to HSBC Funding, and to deliver a file-stamped copy of such financing statements or amendments or other evidence of such filing to HSBC Funding.

          (c) In connection with such sale, HPLAC further agrees, at its own expense, on or prior to the date of this Supplemental Conveyance, to indicate in the appropriate computer files and microfiche lists that all Receivables created in connection with the Additional Accounts and the related Additional Purchased Assets have been sold to HSBC Funding pursuant to this Supplemental Conveyance.

          (d) The parties hereto intend that the conveyance of the Additional Purchased Assets described in Section 3(a) constitute an absolute sale consistent with the intent expressed in Section 2.01(d) of the Receivables Purchase Agreement. It is the intention of the parties hereto that the arrangements with respect to the Additional Purchased Assets shall constitute a purchase and sale of such Additional Purchased Assets and not a loan, including for accounting purposes. In the event, however, that notwithstanding such intent it were 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 Supplemental Conveyance shall constitute a security agreement under applicable law, and that HPLAC shall be deemed to have granted, and HPLAC does hereby grant, to HSBC Funding a first priority perfected security interest in all of HPLAC’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Additional Purchased Assets to secure the obligations of HPLAC hereunder and under the Receivables Purchase Agreement.

          4. Acceptance by HSBC Funding. Subject to the satisfaction of the conditions set forth in Section 6 of this Supplemental Conveyance, HSBC Funding hereby acknowledges its acceptance of the Additional Purchased Assets, now existing and hereafter created, conveyed to HSBC Funding pursuant to Section 3 of this Supplemental Conveyance. HSBC Funding further agrees to enforce HPLAC’s covenant to deliver to HSBC Funding (and to the Applicable Transferees if HSBC Funding has so directed) the computer file or microfiche list described in Section 2 of this Supplemental Conveyance within five Business Days of the Addition Date.

          5. Representations and Warranties of HPLAC. HPLAC hereby represents and warrants to HSBC Funding on the date of this Supplemental Conveyance and on the Addition Date that:

          (a) Legal, Valid and Binding Obligation. This Supplemental Conveyance constitutes a legal, valid and binding obligation of HPLAC enforceable against HPLAC in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to creditors’ rights generally, (ii) the possible unavailability of remedies of specific performance and injunctive and other forms of equitable relief and (iii) equitable defenses and the discretion of the court before which any proceeding therefor may be brought;

          (b) Selection Procedures. No selection procedures believed by HPLAC to be materially adverse to the interests of HSBC Funding, the Owner Trustee, the Indenture Trustee or the Trust have been used by HPLAC in selecting the Additional Accounts from among any pool of accounts of a similar type available to HPLAC;

          (c) Insolvency. HPLAC is not insolvent and, after giving effect to the conveyance set forth in Section 3 of this Supplemental Conveyance, will not be insolvent;

          (d) Sale of Receivables. This Supplemental Conveyance constitutes a valid sale, transfer and assignment to HSBC Funding of all right, title and interest of HPLAC in the Receivables of the Additional Accounts and the proceeds thereof, and the Interchange and Recoveries allocable to such Receivables;

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

          (f) No Violation. The execution, delivery and performance of this Supplemental Conveyance by HPLAC and the fulfillment by HPLAC of the terms contemplated herein applicable to HPLAC will not conflict with or violate any Requirements of Law applicable to HPLAC;

          (g) No Proceedings. There are no proceedings or investigations pending or, to the best knowledge of HPLAC, threatened against HPLAC 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 HPLAC, would materially and adversely affect the performance by HPLAC of its obligations under this Supplemental Conveyance, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Supplemental Conveyance or (v) seeking to affect adversely the income tax attributes of the Trust under the Code;

          (h) 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 HPLAC in connection with the execution and delivery by HPLAC of this Supplemental Conveyance and the performance of the transactions contemplated by this Supplemental Conveyance by HPLAC have been duly obtained, effected or given and are in full force and effect;

          (i) No Liens. Each Receivable sold to HSBC Funding has been sold free and clear of any Lien, and each related underlying receivable is then free and clear of all Liens;

          (j) Eligibility of Additional Accounts. On the Additional Cut-Off Date, each Additional Account is a Eligible Account; and

          (k) Eligibility of Receivables. On the Additional Cut-Off Date, each Receivable contained in an Additional Account on such date and sold to HSBC Funding by HPLAC is an Eligible Receivable.

          6. Conditions Precedent. The acceptance of HSBC Funding set forth in Section 4 of this Supplemental Conveyance is subject to the satisfaction, on or prior to the Addition Date, of the following conditions precedent:

          (a) Representations and Warranties. Each of the representations and warranties made by HPLAC in Section 5 of this Supplemental Conveyance shall be true and correct on the date of this Supplemental Conveyance and on the Addition Date.

          (b) Officer’s Certificate. HPLAC shall have delivered to HSBC Funding an Officer’s Certificate of HPLAC confirming that (i) no selection procedures believed by HPLAC to be materially adverse to the interests of HSBC Funding, the Owner Trustee, the Indenture Trustee or the Trust have been used by HPLAC in selecting the Additional Accounts from among any pool of accounts of a similar type available to HPLAC; and (ii) the list of Additional Accounts, as of the Additional Cut-Off Date, is a true and complete schedule identifying all such Additional Accounts and specifies for each such Additional Account, as of the Additional Cut-Off Date, (x) its account number, (y) the aggregate amount outstanding in such Additional Account and (z) the aggregate amount of Principal Receivables in such Additional Account.

          (c) Additional Information. HPLAC shall have delivered to HSBC Funding such information as was reasonably requested by HSBC Funding to satisfy itself as to the

A-4

accuracy of the representation and warranty set forth in Section 5(d) of this Supplemental Conveyance.

          7. 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 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.

          8. Counterparts. This Supplemental Conveyance may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

          9. 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.

          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.

Schedule 1 to
Supplemental
Conveyance

Additional Accounts

Computer Files Containing Account Information Delivered to HSBC Funding
are Incorporated by Reference

Schedule 1

LIST OF ACCOUNTS

COMPUTER FILES CONTAINING ACCOUNT INFORMATION DELIVERED TO HSBC
FUNDING
ARE INCORPORATED BY REFERENCE