Common use of Credit Agreements and Guidelines Clause in Contracts

Credit Agreements and Guidelines. Subject to compliance with all Requirements of Law and paragraph (a) above, the Servicer or the Bank (or other Account Owner if the Bank is not the Account Owner) may change the terms and provisions of the applicable Credit Agreements or the applicable Credit Guidelines of the Servicer or the Bank (or other Account Owner if the Bank is not the Account Owner) in any respect (including the calculation of the amount or the timing of charge-offs and the Periodic Rate Finance Charges to be assessed thereon). Notwithstanding the above, unless required by Requirements of Law or as permitted by paragraph (a) above, the Servicer or the Bank (or other Account Owner if the Bank is not the Account Owner) will not take any action unless (i) at the time of such action, the Servicer or the Bank (or other Account Owner if the Bank is not the Account Owner) reasonably believes that such action will not cause an Adverse Effect, and (ii) such change is made applicable to the comparable segment of the revolving credit accounts owned by the Bank (or other Account Owner if the Bank is not the Account Owner) or serviced by the Servicer which have characteristics the same as, or substantially similar to, the Accounts that are the subject of such change, except as otherwise restricted by an endorsement, sponsorship, or other agreement between the Bank (or Credit Agreements. HOUSEHOLD BANK (SB), NATIONAL ASSOCIATION and HOUSEHOLD RECEIVABLES ACQUISITION COMPANY II FIRST SUPPLEMENT Dated as of June 30, 2004 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Dated as of July 1, 2002 FIRST SUPPLEMENT, dated as of June 30, 2004 (“First Supplement”), to SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of July 1, 2002 (the “Agreement”), both by and between HOUSEHOLD BANK (SB), NATIONAL ASSOCIATION, a national banking association (together with its permitted successors and assigns, the “Bank” or the “Seller”), and HOUSEHOLD RECEIVABLES ACQUISITION COMPANY II, a Delaware Corporation (together with its permitted successors or assigns, "HRAC II” or the “Buyer”).

Credit Agreements and Guidelines. Subject to compliance with all Requirements of Law and paragraph (a) above, the Servicer or the Bank (or other Account Owner if the Bank is not the Account Owner) may change the terms and provisions of the applicable Credit Agreements or the applicable Credit Guidelines of the Servicer or the Bank (or other Account Owner if the Bank is not the Account Owner) in any respect (including the calculation of the amount or the timing of charge-offs and the Periodic Rate Finance Charges to be assessed thereon). Notwithstanding the above, unless required by Requirements of Law or as permitted by paragraph (a) above, the Servicer or the Bank (or other Account Owner if the Bank is not the Account Owner) will not take any action unless (i) at the time of such action, the Servicer or the Bank (or other Account Owner if the Bank is not the Account Owner) reasonably believes that such action will not cause an Adverse Effect, and (ii) such change is made applicable to the comparable segment of the revolving credit accounts owned by the Bank (or other Account Owner if the Bank is not the Account Owner) or serviced by the Servicer which have characteristics the same as, or substantially similar to, the Accounts that are the subject of such change, except as otherwise restricted by an endorsement, sponsorship, or other agreement between the Bank or an Affiliate of the Bank (or other Account Owner if the Bank is not the Account Owner) and an unrelated third party or by the terms of the Credit Agreements. HOUSEHOLD BANK The HSBC Affinity Credit Card Master Note Trust I (SBthe “New GM Trust”): Pursuant to the Receivables Purchase Agreement (as may be amended from time to time, the “HAC I RPA”), NATIONAL ASSOCIATION and HOUSEHOLD RECEIVABLES ACQUISITION COMPANY II FIRST SUPPLEMENT Dated as of June 30, 2004 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Dated as of July 1, 2002 FIRST SUPPLEMENT, dated as of June 30April 27, 2004 2005, between HRAC II and HSBC Affinity Corporation I (“First SupplementHAC I”), HRAC II has sold and will, from time to SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTtime, continue to sell certain Purchased Assets to HAC I. Pursuant to the Transfer and Servicing Agreement (as may be amended and supplemented from time to time, the “HAC I TSA”), dated as of July 1April 27, 2002 2005 among HAC I, HSBC Finance Corporation , as Servicer, and the HSBC Affinity Credit Card Master Note Trust I, HAC I has sold and will, from time to time, continue to sell certain Purchased Assets to the New GM Trust. Pursuant to the Master Indenture (as supplemented and as may be amended and further supplemented from time to time, the “Indenture”), dated as of April 27, 2005, among the New GM Trust, as Issuer, Wxxxx Fargo Bank, National Association, as Indenture Trustee (the “Agreement”), both by and between HOUSEHOLD BANK (SB), NATIONAL ASSOCIATION, a national banking association (together with its permitted successors and assigns, the “Bank” or the “SellerIndenture Trustee”), and HOUSEHOLD RECEIVABLES ACQUISITION COMPANY IIHSBC Bank USA, a Delaware Corporation National Association, as Administrator (together with its permitted successors or assigns, "HRAC II” or the “BuyerAdministrator”)., the Issuer has granted and will continue to grant to the Indenture Trustee, for the benefit of the holders of notes in the New GM Trust, all of its right, title and interest in certain Purchased Assets. With respect to the New GM Trust, references in the Agreement to Schedule 3 shall refer to the following: Trust – The HSBC Affinity Credit Card Master Note Trust I Purchaser – HAC I Trustee – Wilmington Trust Company, as Owner Trustee and Wxxxx Fargo Bank, National Association, as Indenture Trustee Servicer – HSBC Finance Corporation The applicable agreements – The HAC I RPA, the HAC I TSA and the Indenture The Section 5.1 covenants:

Credit Agreements and Guidelines. Subject to compliance with all Requirements of Law and paragraph (a) above, the Servicer or the Bank (or other Account Owner if the Bank is not the Account Owner) may change the terms and provisions of the applicable Credit Agreements or the applicable Credit Guidelines of the Servicer or the Bank (or other Account Owner if the Bank is not the Account Owner) in any respect (including the calculation of the amount or the timing of charge-offs and the Periodic Rate Finance Charges to be assessed thereon). Notwithstanding the above, unless required by Requirements of Law or as permitted by paragraph (a) above, the Servicer or the Bank (or other Account Owner if the Bank is not the Account Owner) will not take any action unless (i) at the time of such action, the Servicer or the Bank (or other Account Owner if the Bank is not the Account Owner) reasonably believes that such action will not cause an Adverse Effect, and (ii) such change is made applicable to the comparable segment of the revolving credit accounts owned by the Bank (or other Account Owner if the Bank is not the Account Owner) or serviced by the Servicer which have characteristics the same as, or substantially similar to, the Accounts that are the subject of such change, except as otherwise restricted by an endorsement, sponsorship, or other agreement between the Bank (or Credit Agreements). HOUSEHOLD BANK (SB), NATIONAL ASSOCIATION and HOUSEHOLD RECEIVABLES ACQUISITION COMPANY II FIRST SUPPLEMENT Dated as of June 30, 2004 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Dated as of July 1, 2002 FIRST SUPPLEMENT, dated as of June 30, 2004 (“First Supplement”), to SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of July 1, 2002 (the “Agreement”), both by and between HOUSEHOLD BANK (SB), NATIONAL ASSOCIATION, a national banking association (together with its permitted successors and assigns, the “Bank” or the “Seller”), and HOUSEHOLD RECEIVABLES ACQUISITION COMPANY II, a Delaware Corporation (together with its permitted successors or assigns, "“HRAC II” or the “Buyer”).

Credit Agreements and Guidelines. Subject to compliance with all Requirements of Law and paragraph (a) above, the Servicer or the Bank (or other Account Owner if the Bank is not the Account Owner) may change the terms and provisions of the applicable Credit Agreements or the applicable Credit Guidelines of the Servicer or the Bank (or other Account Owner if the Bank is not the Account Owner) in any respect (including the calculation of the amount or the timing of charge-offs and the Periodic Rate Finance Charges to be assessed thereon). Notwithstanding the above, unless required by Requirements of Law or as permitted by paragraph (a) above, the Servicer or the Bank (or other Account Owner if the Bank is not the Account Owner) will not take any action unless (i) at the time of such action, the Servicer or the Bank (or other Account Owner if the Bank is not the Account Owner) reasonably believes that such action will not cause an Adverse Effect, and (ii) such change is made applicable to the comparable segment of the revolving credit accounts owned by the Bank (or other Account Owner if the Bank is not the Account Owner) or serviced by the Servicer which have characteristics the same as, or substantially similar to, the Accounts that are the subject of such change, except as otherwise restricted by an endorsement, sponsorship, or other agreement between the Bank or an Affiliate of the Bank (or other Account Owner if the Bank is not the Account Owner) and an unrelated third party or by the terms of the Credit Agreements. HOUSEHOLD BANK The HSBC Affinity Credit Card Master Note Trust I (SBthe “New GM Trust”): Pursuant to the Receivables Purchase Agreement (as may be amended from time to time, the “HAC I RPA”), NATIONAL ASSOCIATION and HOUSEHOLD RECEIVABLES ACQUISITION COMPANY II FIRST SUPPLEMENT Dated as of June 30, 2004 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Dated as of July 1, 2002 FIRST SUPPLEMENT, dated as of June 30April 27, 2004 2005, between HRAC II and HSBC Affinity Corporation I (“First SupplementHAC I”), HRAC II has sold and will, from time to SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTtime, continue to sell certain Purchased Assets to HAC I. Pursuant to the Transfer and Servicing Agreement (as may be amended and supplemented from time to time, the “HAC I TSA”), dated as of July 1April 27, 2002 2005 among HAC I, HSBC Finance Corporation , as Servicer, and the HSBC Affinity Credit Card Master Note Trust I, HAC I has sold and will, from time to time, continue to sell certain Purchased Assets to the New GM Trust. Pursuant to the Master Indenture (as supplemented and as may be amended and further supplemented from time to time, the “Indenture”), dated as of April 27, 2005, among the New GM Trust, as Issuer, Xxxxx Fargo Bank, National Association, as Indenture Trustee (the “Agreement”), both by and between HOUSEHOLD BANK (SB), NATIONAL ASSOCIATION, a national banking association (together with its permitted successors and assigns, the “Bank” or the “SellerIndenture Trustee”), and HOUSEHOLD RECEIVABLES ACQUISITION COMPANY IIHSBC Bank USA, a Delaware Corporation National Association, as Administrator (together with its permitted successors or assigns, "HRAC II” or the “BuyerAdministrator”)., the Issuer has granted and will continue to grant to the Indenture Trustee, for the benefit of the holders of notes in the New GM Trust, all of its right, title and interest in certain Purchased Assets. With respect to the New GM Trust, references in the Agreement to Schedule 3 shall refer to the following: Trust — The HSBC Affinity Credit Card Master Note Trust I Purchaser — HAC I Trustee — Wilmington Trust Company, as Owner Trustee and Xxxxx Fargo Bank, National Association, as Indenture Trustee Servicer — HSBC Finance Corporation The applicable agreements — The HAC I RPA, the HAC I TSA and the Indenture

Credit Agreements and Guidelines. Subject to compliance with all Requirements of Law and paragraph (a) above, the Servicer or the Bank (or other Account Owner if the Bank is not the Account Owner) may change the terms and provisions of the applicable Credit Agreements or the applicable Credit Guidelines of the Servicer or the Bank (or other Account Owner if the Bank is not the Account Owner) in any respect (including the calculation of the amount or the timing of charge-offs and the Periodic Rate Finance Charges to be assessed thereon). Notwithstanding the above, unless required by Requirements of Law or as permitted by paragraph (a) above, the Servicer or the Bank (or other Account Owner if the Bank is not the Account Owner) will not take any action unless (i) at the time of such action, the Servicer or the Bank (or other Account Owner if the Bank is not the Account Owner) reasonably believes that such action will not cause an Adverse Effect, and (ii) such change is made applicable to the comparable segment of the revolving credit accounts owned by the Bank (or other Account Owner if the Bank is not the Account Owner) or serviced by the Servicer which have characteristics the same as, or substantially similar to, the Accounts that are the subject of such change, except as otherwise restricted by an endorsement, sponsorship, or other agreement between the Bank or an Affiliate of the Bank (or other Account Owner if the Bank is not the Account Owner) and an unrelated third party or by the terms of the Credit Agreements. HOUSEHOLD BANK The HSBC Affinity Credit Card Master Note Trust I (SBthe “New GM Trust”): Pursuant to the Receivables Purchase Agreement (as may be amended from time to time, the “HAC I RPA”), NATIONAL ASSOCIATION and HOUSEHOLD RECEIVABLES ACQUISITION COMPANY II FIRST SUPPLEMENT Dated as of June 30, 2004 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Dated as of July 1, 2002 FIRST SUPPLEMENT, dated as of June 30April 27, 2004 2005, between HRAC II and HSBC Affinity Corporation I (“First SupplementHAC I”), HRAC II has sold and will, from time to SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTtime, continue to sell certain Purchased Assets to HAC I. Pursuant to the Transfer and Servicing Agreement (as may be amended and supplemented from time to time, the “HAC I TSA”), dated as of July 1April 27, 2002 2005 among HAC I, HSBC Finance Corporation , as Servicer, and the HSBC Affinity Credit Card Master Note Trust I, HAC I has sold and will, from time to time, continue to sell certain Purchased Assets to the New GM Trust. Pursuant to the Master Indenture (as supplemented and as may be amended and further supplemented from time to time, the “Indenture”), dated as of April 27, 2005, among the New GM Trust, as Issuer, Wxxxx Fargo Bank, National Association, as Indenture Trustee (the “Agreement”), both by and between HOUSEHOLD BANK (SB), NATIONAL ASSOCIATION, a national banking association (together with its permitted successors and assigns, the “Bank” or the “SellerIndenture Trustee”), and HOUSEHOLD RECEIVABLES ACQUISITION COMPANY IIHSBC Bank USA, a Delaware Corporation National Association, as Administrator (together with its permitted successors or assigns, "HRAC II” or the “BuyerAdministrator”)., the Issuer has granted and will continue to grant to the Indenture Trustee, for the benefit of the holders of notes in the New GM Trust, all of its right, title and interest in certain Purchased Assets. With respect to the New GM Trust, references in the Agreement to Schedule 3 shall refer to the following: Trust — The HSBC Affinity Credit Card Master Note Trust I Purchaser — HAC I Trustee — Wilmington Trust Company, as Owner Trustee and Wxxxx Fargo Bank, National Association, as Indenture Trustee Servicer — HSBC Finance Corporation The applicable agreements — The HAC I RPA, the HAC I TSA and the Indenture The Section 5.1 covenants:

Credit Agreements and Guidelines. Subject to compliance with all Requirements of Law and paragraph (a) above, the Servicer or the Bank (or other Account Owner if the Bank is not the Account Owner) may change the terms and provisions of the applicable Credit Agreements or the applicable Credit Guidelines of the Servicer or the Bank (or other Account Owner if the Bank is not the Account Owner) in any respect (including the calculation of the amount or the timing of charge-offs and the Periodic Rate Finance Charges to be assessed thereon). Notwithstanding the above, unless required by Requirements of Law or as permitted by paragraph (a) above, the Servicer or the Bank (or other Account Owner if the Bank is not the Account Owner) will not take any action unless (i) at the time of such action, the Servicer or the Bank (or other Account Owner if the Bank is not the Account Owner) reasonably believes that such action will not cause an Adverse Effect, and (ii) such change is made applicable to the comparable segment of the revolving credit accounts owned by the Bank (or other Account Owner if the Bank is not the Account Owner) or serviced by the Servicer which have characteristics the same as, or substantially similar to, the Accounts that are the subject of such change, except as otherwise restricted by an endorsement, sponsorship, or other agreement between the Bank (or Credit Agreements. EXECUTION COPY HOUSEHOLD BANK (SB), NATIONAL ASSOCIATION and HOUSEHOLD RECEIVABLES ACQUISITION COMPANY II FIRST SUPPLEMENT Dated as of June 30, 2004 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Dated as of July 1, 2002 FIRST SUPPLEMENT, dated as of June 30, 2004 (“First Supplement”), to SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of July 1, 2002 (the “Agreement”), both by and between HOUSEHOLD BANK (SB), NATIONAL ASSOCIATION, a national banking association (together with its permitted successors and assigns, the “Bank” or the “Seller”), and HOUSEHOLD RECEIVABLES ACQUISITION COMPANY II, a Delaware Corporation (together with its permitted successors or assigns, "HRAC II” or the “Buyer”).

Credit Agreements and Guidelines. Subject to compliance with all Requirements of Law and paragraph (a) above, the Servicer or the Bank (or other Account Owner if the Bank is not the Account Owner) may change the terms and provisions of the applicable Credit Agreements or the applicable Credit Guidelines of the Servicer or the Bank (or other Account Owner if the Bank is not the Account Owner) in any respect (including the calculation of the amount or the timing of charge-offs and the Periodic Rate Finance Charges to be assessed thereon). Notwithstanding the above, unless required by Requirements of Law or as permitted by the paragraph (a) above, the Servicer or the Bank (or other Account Owner if the Bank is not the Account Owner) will not take any action unless (i) at the time of such action, the Servicer or the Bank (or other Account Owner if the Bank is not the Account Owner) reasonably believes that such action will not cause an Adverse Effect, and (ii) such change is made applicable to the comparable segment of the revolving credit accounts owned by the Bank (or other Account Owner if the Bank is not the Account Owner) or serviced by the Servicer which have characteristics the same as, or substantially similar to, the Accounts that are the subject of such change, except as otherwise restricted by an endorsement, sponsorship, or other agreement between the Bank or an Affiliate of the Bank (or other Account Owner if the Bank is not the Account Owner) and an unrelated third party or by the terms of the Credit Agreements. HOUSEHOLD BANK (SB), NATIONAL ASSOCIATION and HOUSEHOLD RECEIVABLES ACQUISITION COMPANY II FIRST SUPPLEMENT Dated as of June 30, 2004 FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Dated as of July 1, 2002 FIRST SUPPLEMENT, FOURTH AMENDMENT dated as of June November 30, 2004 2005 (the “First SupplementAmendment”), to SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of July 1, 2002 (the “Agreement”), both by and between HOUSEHOLD HSBC BANK (SB)NEVADA, NATIONAL ASSOCIATION, a national banking association (formerly known as Household Bank (SB), N.A.) (together with its permitted successors and assigns, the “Bank” or the “Seller”), ) and HOUSEHOLD RECEIVABLES ACQUISITION ACQUISTION COMPANY II, a Delaware Corporation corporation (together with its permitted successors successor or assigns, "“HRAC II” or the “Buyer”).