Common use of Conveyance of Receivables Clause in Contracts

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Issuer’s delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller shall, from time to time, sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on the Schedule of Receivables and all monies paid or payable thereon or in respect thereof after the related Cut-off Date (including amounts due on or before such Cut-off Date but received by HSBC Finance, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller after such Cut-off Date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to such Receivables from claims on any Insurance Policy covering the related Financed Vehicles or Obligors; (vii) all items contained in the related Receivables Files with respect to the Receivables; and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the Financed Vehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of the Seller pursuant to liquidation of such Receivable; (x) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in In consideration of the Issuer’s HARC's delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series SupplementPurchase Price, the Seller shall, from time to time, does hereby sell, transfer, assign, set over and otherwise convey to the IssuerHARC, without recourse (subject to except as expressly provided in the obligations set forth hereinPurchase Agreement), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on the Schedule of Receivables A hereto and all monies paid or payable thereon or in respect thereof on or after the related Cut-off Cutoff Date (including amounts due on or before such Cut-off the related Cutoff Date but received by HSBC Finance, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller on or after such Cut-off Datedate); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement Seller against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement Agreement, as a result of a breach of representation or by an Alliance Relationship pursuant to an Alliance warranty in the related Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to such the related Receivables from claims on any Insurance Policy physical damage, loss, credit life or disability insurance policies, if any, covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the related Receivables Files with respect to the Receivables; such Receivables and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the related Financed VehiclesVehicles or Obligor; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a each related Receivable and that has been acquired by or on behalf of the Seller HARC pursuant to liquidation of such Receivable; (x) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xiiix) all present and future claims, demands, causes and choses chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Issuer’s delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller shall, from time to time, sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on the Schedule of Receivables and all monies paid or payable thereon or in respect thereof after the related Cut-off Date (including amounts due on or before such Cut-off Date but received by HSBC Finance, the Master Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller after such Cut-off Date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to such Receivables from claims on any Insurance Policy covering the related Financed Vehicles or Obligors; (vii) all items contained in the related Receivables Files with respect to the Receivables; and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Master Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the Financed Vehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of the Seller pursuant to liquidation of such Receivable; (x) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Master Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Issuer’s delivery to or upon the order of the The Seller on a Transfer Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller shall, from time to time, does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to except as expressly provided in the obligations set forth hereinSale and Servicing Agreement), all right, title and interest of the Seller in and to: (ia) each and every Receivable listed on the Schedule of Receivables A and all monies paid or payable thereon or in respect thereof after the related Cut-off Date (including amounts due on or before such the related Cut-off Date but received by HSBC Finance, the Servicer, HAFI (or any predecessor or Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement HAFI, as applicable) or the Seller on or after such Cut-off Datedate); (iib) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related such Receivables and any other interest of the Seller in such Financed Vehicles; (iiic) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement Seller against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (ivd) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreement; (ve) all rights of the Seller under any Service Contracts on the related Financed Vehicles; (vif) any proceeds and the right to receive proceeds with respect to such Receivables from claims on any Insurance Policy covering the related Financed Vehicles or Obligors; (viig) all items contained in the related Receivables Files with respect to the Receivables; such Receivables and any and all other documents that HAFI or HAFI, any Affiliate of HAFI that is a the seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors related Financed Vehicles or the Financed VehiclesObligors; (viiih) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ixi) all property (including the right to receive future Net Liquidation Proceeds) that secures a each related Receivable and that has been acquired by or on behalf of the Seller or the Trust pursuant to liquidation of such Receivable; (xj) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or HAFI, any Affiliate of HAFI that is a the seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, on or after the related Cut-off Date; (xik) on the Closing Dateinitial Transfer Date only, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xiil) all present and future claims, demands, causes and choses chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in In consideration of the IssuerHARC’s delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Purchase Price, Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller shall, from time to time, does hereby sell, transfer, assign, set over and otherwise convey to the IssuerHARC, without recourse (subject to except as expressly provided in the obligations set forth hereinPurchase Agreement), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on the Schedule of Receivables A hereto and all monies paid or payable thereon or in respect thereof on or after the related Cut-off Cutoff Date (including amounts due on or before such Cut-off the Cutoff Date but received by HSBC Finance, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller on or after such Cut-off Datedate); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement Seller against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement Agreement, as a result of a breach of representation or by an Alliance Relationship pursuant to an Alliance warranty in the related Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to such the related Receivables from claims on any Insurance Policy physical damage, loss, credit life or disability insurance policies, if any, covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the related Receivables Files with respect to the Receivables; such Receivables and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the related Financed VehiclesVehicles or Obligor; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a each related Receivable and that has been acquired by or on behalf of the Seller HARC pursuant to liquidation of such Receivable; (x) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xiiix) all present and future claims, demands, causes and choses chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject No later than 2:00 p.m. on the fifth Business Day prior to each Purchase Date, the Seller shall deliver, or cause to be delivered, to the conditions set forth in paragraph (b) belowServicer a Purchase Notice. In the event that the Seller does not provide such notification, the Purchaser will have no obligation to purchase any Eligible Receivable on such Purchase Date. Upon receipt of a Purchase Notice, the Servicer, in consideration its sole discretion, as agent for the Purchaser, shall determine which, if any, of the Issuer’s delivery to or upon Eligible Receivables specified therein the order Purchaser shall purchase. In the event the Servicer determines (the determination of the Seller Servicer being conclusive in this regard) that any Receivables identified on a Transfer Date (which may include such notice are not Eligible Receivables, such Receivables shall not be eligible for sale on such Purchase Date. On each Purchase Date, following its selection, if any, of Eligible Receivables, the Closing Date) of Servicer will determine the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller Purchase Price in accordance with the terms subsection (b) hereof. The Seller shall be obligated to execute and deliver to the Purchaser a Purchase Assignment with respect to Purchased Receivables as of this Agreement the initial Purchase Date and thereafter upon the Series Supplementwritten request of the Purchaser. Notwithstanding the foregoing, the Purchaser shall have no obligation to purchase Receivables from the Seller shall, from time to time, sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse extent the aggregate Net Value of all Purchased Receivables (subject including Defaulted Receivables to the obligations set forth herein), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on the Schedule of Receivables and all monies paid or payable thereon or in respect thereof after the related Cut-off Date (including amounts due on or before such Cut-off Date but received by HSBC Finance, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller after such Cut-off Date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds extent recoveries have not been made with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreement; (vDefaulted Receivables) all rights under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to such Receivables from claims on any Insurance Policy covering the related Financed Vehicles or Obligors; (vii) all items contained is in the related Receivables Files with respect to the Receivables; and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the Financed Vehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf excess of the Seller pursuant to liquidation of such Receivable; (x) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoingCommitment. (b) The Seller Purchase Price with respect to Purchased Receivables purchased on any Purchase Date shall transfer be an amount (not less than zero) equal to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to aggregate Net Values of such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Purchased Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.minus

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in In consideration of the Issuer’s HARC's delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Purchase Price, Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller shall, from time to time, does hereby sell, transfer, assign, set over and otherwise convey to the IssuerHARC, without recourse (subject to except as expressly provided in the obligations set forth hereinPurchase Agreement), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on the Schedule of Receivables A hereto and all monies paid or payable thereon or in respect thereof on or after the related Cut-off Cutoff Date (including amounts due on or before such Cut-off the Cutoff Date but received by HSBC Finance, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller after such Cut-off Datedate); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement Seller against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to such the related Receivables from claims on any Insurance Policy physical damage, loss, credit life or disability insurance policies, if any, covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the related Receivables Files with respect to the Receivables; such Receivables and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the related Financed VehiclesVehicles or Obligor; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a each related Receivable and that has been acquired by or on behalf of the Seller HARC pursuant to liquidation of such Receivable; (x) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xiiix) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in In consideration of the IssuerHARC’s delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Purchase Price, Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller shall, from time to time, does hereby sell, transfer, assign, set over and otherwise convey to the IssuerHARC, without recourse (subject to except as expressly provided in the obligations set forth hereinPurchase Agreement), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on the Schedule of Receivables A hereto and all monies paid or payable thereon or in respect thereof on or after the related Cut-off Cutoff Date (including amounts due on or before such Cut-off the Cutoff Date but received by HSBC Finance, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller after such Cut-off Datedate); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement Seller against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to such the related Receivables from claims on any Insurance Policy physical damage, loss, credit life or disability insurance policies, if any, covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the related Receivables Files with respect to the Receivables; such Receivables and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the related Financed VehiclesVehicles or Obligor; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a each related Receivable and that has been acquired by or on behalf of the Seller HARC pursuant to liquidation of such Receivable; (x) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xiiix) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in In consideration of the Issuer’s HARC's delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Purchase Price, Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller shall, from time to time, does hereby sell, transfer, assign, set over and otherwise convey to the IssuerHARC, without recourse (subject to except as expressly provided in the obligations set forth hereinPurchase Agreement), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on the Schedule of Receivables A hereto and all monies paid or payable thereon or in respect thereof on or after the related Cut-off Cutoff Date (including amounts due on or before such Cut-off the Cutoff Date but received by HSBC Finance, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller on or after such Cut-off Datedate); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement Seller against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement Agreement, as a result of a breach of representation or by an Alliance Relationship pursuant to an Alliance warranty in the related Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to such the related Receivables from claims on any Insurance Policy physical damage, loss, credit life or disability insurance policies, if any, covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the related Receivables Files with respect to the Receivables; such Receivables and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the related Financed VehiclesVehicles or Obligor; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a each related Receivable and that has been acquired by or on behalf of the Seller HARC pursuant to liquidation of such Receivable; (x) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xiiix) all present and future claims, demands, causes and choses chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any A-2 time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in In consideration of the Issuer’s HARC's delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Purchase Price, Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller shall, from time to time, does hereby sell, transfer, assign, set over and otherwise convey to the IssuerHARC, without recourse (subject to except as expressly provided in the obligations set forth hereinPurchase Agreement), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on the Schedule of Receivables A hereto and all monies paid or payable thereon or in respect thereof on or after the related Cut-off Cutoff Date (including amounts due on or before such Cut-off the Cutoff Date but received by HSBC Finance, the Servicer, HAFI Seller on or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller after such Cut-off Datedate); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement Seller against the Dealers pursuant to Dealer Agreements Agreements, or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to such the related Receivables from claims on any Insurance Policy physical damage, loss, credit life or disability insurance policies, if any, covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the related Receivables Files with respect to the Receivables; such Receivables and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the related Financed VehiclesVehicles or Obligor; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a each related Receivable and that has been acquired by or on behalf of the Seller HARC pursuant to liquidation of such Receivable; (x) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xiiix) all present and future claims, demands, causes and choses chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Issuer’s 's delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the net proceeds of the issuance of the Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller shall, from time to time, sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on the Schedule Schedules of Receivables and all monies paid or payable thereon or in respect thereof after the related Cut-off Cutoff Date (including amounts due on or before such Cut-off Cutoff Date but received by HSBC Finance, the Servicer, HAFI HAFC or any Affiliate of HAFI HAFC that is a seller under a Master Receivables Purchase Agreement or the Seller after such Cut-off Cutoff Date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement Seller against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to such Receivables from claims on any Insurance Policy physical damage, credit life or disability insurance policies covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables; (vii) all items contained in the related Receivables Files with respect to the Receivables; and any and all other documents that HAFI HAFC or any Affiliate of HAFI HAFC that is a seller under a Master Receivables Purchase Agreement, the Seller or the Master Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the Financed Vehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of the Seller pursuant to liquidation of such Receivable; (x) all of the Seller’s 's right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI HAFC or any Affiliate of HAFI HAFC that is a seller under a Master Receivables Purchase Agreement or HSBC Household Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Cutoff Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other 20 property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Issuer’s 's delivery to or upon the order of the Seller on the Series Closing Date or a Transfer Date (which may include the Closing Date) of the net proceeds from the sale of the issuance a Series of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the related Series Supplement, the Seller shall, from time to time, sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (i) each and every Receivable Receivables listed on Schedule II to the Series Supplement and Schedule of Receivables A to the related Transfer Agreement, if any, and all monies paid or payable thereon or in respect thereof after the Series Closing Date or the related Cut-off Transfer Date (including amounts due on or before such Cut-off the Cutoff Date but received by HSBC FinanceHAFC, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement Seller or the Seller Issuer on or after such Cut-off the Cutoff Date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement Seller against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such ReceivablesAgreements; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement as a result of a breach of representation or by an Alliance Relationship pursuant to an Alliance warranty in the related Dealer Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles;: (vi) any proceeds and the right to receive proceeds with respect to such Receivables from claims on any Insurance Policy physical damage, credit life or disability insurance policies covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables; (vii) all items contained in the related Receivables Files with respect to the Receivables; and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, HAFC keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the Financed Vehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of the Seller Trust pursuant to liquidation of such Receivable; (x) all of the Seller’s 's right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements Agreement and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, HAFC under each of the Master Receivables Purchase Agreements Agreement and the related Receivables Purchase Agreement Supplements, on or after the related Cut-off Cutoff Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such shareSeller; and (xii) all present and future claims, demands, causes and choses chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the Series Closing Date or the related Transfer Date (if the Transfer Date is not also the Closing Date):: (i) if the transfer is not on the Closing Date, the Seller shall have provided the Indenture Trustee, the Administrator Trustee and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date (which Addition Notice will designate the Series Trust Estate which the Receivables will be a part of, if any) and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Trustee a duly executed Transfer Agreement or Series Supplement which shall include supplements to Schedule A a schedule (which may be in electronic format), listing the Receivables to be transferred to the Issuertransferred; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Master Collection Account all Collections collections received after the related Cut-off Cutoff Date in respect of the Receivables to be transferred; (viv) as of the Series Closing Date and each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Datedate, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (viv) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such the Series Closing Date or the related Transfer Date shall be true and correct as of the Series Closing Date or the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (viivi) the Seller shall, at its own expense, on or prior to the Series Closing Date or the related Transfer Date indicate in its computer files that the Receivables identified in the Schedule to the Series Supplement or to the related Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viiivii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain Estate and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, Trustee in the Series Trust Estate; (xviii) no selection procedures adverse to the interests of the Noteholders or any Support Provider related Series shall have been utilized in selecting the related Receivables; (xiix) the addition of any such Receivables shall not cause result in a material adverse tax consequence to the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposesNoteholders; (xiix) if required by any of the related Series Related Documents, the Issuer Seller shall simultaneously transfer to the Administrator Trustee any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Series Closing Date or Transfer Date; and (xiiixi) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ ' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.43.2. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property Series Trust Estate from the Seller to the Issuer and the beneficial interest in and title to such property the related Series Trust Estate shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller grant of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to for the Issuer. The Seller hereby authorizes benefit of the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentenceNoteholders. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Issuer’s 's delivery to or upon the order of the Seller on the Series Closing Date or a Transfer Date (which may include the Closing Date) of the net proceeds from the sale of the issuance a Series of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the related Series Supplement, the Seller shall, from time to time, sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (i) each and every Receivable Receivables listed on Schedule II-A, Schedule II-B and Schedule II-C to the Series Supplement and Schedule of Receivables A to the related Transfer Agreement, if any, and all monies paid or payable thereon or in respect thereof after the Series Closing Date or the related Cut-off Transfer Date (including amounts due on or before such Cut-off the Cutoff Date but received by HSBC FinanceHAFC, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement Seller or the Seller Issuer on or after such Cut-off the Cutoff Date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement Seller against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such ReceivablesAgreements; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement as a result of a breach of representation or by an Alliance Relationship pursuant to an Alliance warranty in the related Dealer Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles;: (vi) any proceeds and the right to receive proceeds with respect to such Receivables from claims on any Insurance Policy physical damage, credit life or disability insurance policies covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables; (vii) all items contained in the related Receivables Files with respect to the Receivables; and any and all other documents that HAFI HAFC or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the ServicerHousehold Bank, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the Financed Vehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of the Seller Trust pursuant to liquidation of such Receivable; (x) all of the Seller’s 's right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI HAFC or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance CorporationHousehold Bank, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, on or after the related Cut-off Cutoff Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such shareSeller; and (xii) all present and future claims, demands, causes and choses chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the Series Closing Date or the related Transfer Date (if the Transfer Date is not also the Closing Date):: (i) if the transfer is not on the Series Closing Date, the Seller shall have provided the Indenture Trustee, the Administrator Trustee and the Owner Trustee with an Addition Notice not later than five days prior to such 20 Transfer Date (which Addition Notice will designate the Series Trust Estate which the Receivables will be a part of, if any) and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Transfer Agreement or Series Supplement which shall include supplements to Schedule A a schedule (which may be in electronic format), listing the Receivables to be transferred to the Issuertransferred; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Master Collection Account all Collections collections received after the related Cut-off Cutoff Date in respect of the Receivables to be transferred; (viv) as of the Series Closing Date and each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Datedate, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (viv) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such the Series Closing Date or the related Transfer Date shall be true and correct as of the Series Closing Date or the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (viivi) the Seller shall, at its own expense, on or prior to the Series Closing Date or the related Transfer Date indicate in its computer files that the Receivables identified in the Schedule to the Series Supplement or to the related Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viiivii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain Estate and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, Trustee in the Series Trust Estate; (xviii) no selection procedures adverse to the interests of the Noteholders or any Support Provider related Series shall have been utilized in selecting the related Receivables; (xiix) the addition of any such Receivables shall not cause result in a material adverse tax consequence to the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposesNoteholders; (xiix) if required by any of the related Series Related Documents, the Issuer Seller shall simultaneously transfer to the Administrator Indenture Trustee any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Series Closing Date or Transfer Date; and (xiiixi) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ ' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property Series Trust Estate from the Seller to the Issuer and the beneficial interest in and title to such property the related Series Trust Estate shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller grant of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to for the Issuer. The Seller hereby authorizes benefit of the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentenceNoteholders. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth specified in paragraph (b) below, in consideration Section 2.1 of the Issuer’s delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder Receivables Purchase Agreement and the other amounts to be distributed from time to time subject to the mutually agreed upon terms contained in the Receivables Purchase Agreement, Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller shall, from time to time, does hereby sell, transfer, assign, set over and otherwise convey to the IssuerPurchaser, without recourse (subject to the obligations set forth herein), herein and in the Receivables Purchase Agreement) all right, title and interest of the Seller in and toto the following: (i) the Receivables listed in Schedule A to each Assignment executed and every Receivable listed delivered by Seller on the Schedule of Receivables such Purchase Date and all monies paid or payable thereon received under or in respect thereof of such Related Receivables and related Financed Vehicles, in each case, on and after the related Cut-off Date (Cutoff Date, including amounts due on or before all Net Liquidation Proceeds in respect thereof, and the right to service such Cut-off Date but received by HSBC Finance, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller after such Cut-off Date)Receivables; (ii) the security interests in the related Financed Vehicles granted by the related Obligors pursuant to the related Related Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title and any other evidence of ownership with respect to such Financed Vehicles; (iii) all rights of HAFI any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates or any Affiliate of HAFI that is vendor’s single interest (VSI) policy, if any, relating to the seller under a Master Receivables Purchase Agreement against related Financed Vehicles or the Dealers pursuant to Dealer Agreements related Obligors, including any rebates or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivablespremiums; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to such Receivables from claims on any Insurance Policy covering the related Financed Vehicles or Obligors; (vii) all items contained in the related Receivables Files with respect to the Receivables; and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the Financed Vehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Related Receivable and that has been acquired by or on behalf of the Seller pursuant to the liquidation of such Related Receivable; (xv) all refunds for the costs of extended service contracts with respect to the related Financed Vehicles, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering a related Obligor or Financed Vehicle or his or her obligations with respect to such Financed Vehicle and any recourse to Dealers for any of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Dateforegoing; (xivi) the Receivable File related to each Related Receivable and any and all other documents that Seller (or its designee) keeps on file in accordance with its customary procedures relating to the Closing DateRelated Receivables, one share of Class SV Preferred Stock the related Obligors or the related Financed Vehicles; (vii) any proceeds from recourse against Dealers including with respect to the sale of the Seller together with the exclusive right to vote such share; andRelated Receivables; (xiiviii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing foregoing; (ix) any proceeds from claims on “errors and omissions” insurance policies and employee fidelity insurance policies related to the Related Receivables or the Obligors thereunder; (x) a copy of the data file with respect to the Related Receivables; and (xi) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all and non-cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute consisting of, arising from or relating to all or any part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject No later than 2:00 p.m. on the fifth Business Day prior to the conditions set forth in paragraph (b) below, in consideration of the Issuer’s delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing each Purchase Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller shallshall deliver, from time or cause to timebe delivered, sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to Servicer a Purchase Notice. In the obligations set forth herein), all right, title and interest of event that the Seller in and to: (i) each and every does not provide such notification, the Purchaser will have no obligation to purchase any Eligible Receivable listed on the Schedule such Purchase Date. Upon receipt of Receivables and all monies paid or payable thereon or in respect thereof after the related Cut-off Date (including amounts due on or before such Cut-off Date but received by HSBC Financea Purchase Notice, the Servicer, HAFI or as agent for the Purchaser, shall reasonably determine which of the Receivables specified therein are Eligible Receivables. In the event the Servicer determines that any Affiliate Receivables identified on such notice are not Eligible Receivables, such Receivables shall not be eligible for sale on such Purchase Date. On each Purchase Date, following its selection of HAFI that is Eligible Receivables, the Servicer will determine the Purchase Price in accordance with subsection (b) hereof. The Seller shall be obligated to execute and deliver to the Purchaser a seller under a Master Purchase Assignment with respect to Purchased Receivables as of the initial Purchase Agreement or Date and thereafter upon the written request of the Purchaser. Notwithstanding the foregoing, the Purchaser shall have no obligation to purchase Receivables from the Seller after such Cut-off Date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related extent the aggregate Net Value of all Purchased Receivables and any other interest of (including Defaulted Receivables to the Seller in such Financed Vehicles; (iii) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds extent recoveries have not been made with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreement; (vDefaulted Receivables) all rights under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to such Receivables from claims on any Insurance Policy covering the related Financed Vehicles or Obligors; (vii) all items contained is in the related Receivables Files with respect to the Receivables; and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the Financed Vehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf excess of the Seller pursuant to liquidation of such Receivable; (x) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoingCommitment. (b) The Seller Purchase Price with respect to Purchased Receivables purchased on any Purchase Date shall transfer be an amount (not less than zero) equal to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to aggregate Net Value of such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Purchased Receivables; ; minus (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf sum of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent Program Fee as a result of the transfer of Receivables on such Transfer Purchase Date, ; (B) the amount, if any, by which the amount in the Seller shall not intend to incur or believe that it shall incur debts that would Credit Reserve Account deposited hereunder (net of withdrawals required hereunder) is less than the Specified Credit Reserve Balance as of such Purchase Date (which amount will be beyond its ability to pay as such debts mature, the full Specified Credit Reserve Balance on the initial Purchase Date); and (C) the amount, if any, by which the amount in the Offset Reserve Account deposited hereunder (net of withdrawals required hereunder) is less than the Specified Offset Reserve Balance as of such transfer shall not have been made with actual intent to hinder, delay or defraud any Person Purchase Date (which amount will be the full Specified Offset Reserve Balance on the initial Purchase Date) and (D) the assets Net Administrative Fee due to the Servicer. Following delivery of a duly executed Purchase Assignment, subject to the satisfaction of the conditions set forth in Section 3.2, the Purchaser shall, by withdrawal from the Purchase Account, (w) pay to the Seller the Purchase Price for all Purchased Receivables purchased on such Purchase Date, (x) deposit the Program Fee in the Equity Account, (y) make a deposit in the amount set forth in (B) above, if any, in the Seller Credit Reserve Account, and (z) make a deposit in the amount set forth in (C) above, if any, in the Offset Reserve Account, and pay to the Servicer the Net Administrative Fee. Payment of such Purchase Price shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties be made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct Servicer, as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, agent for the benefit of the NoteholdersPurchaser, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.causing the

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in In consideration of the Issuer’s HARC's delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series SupplementPurchase Price, the Seller shall, from time to time, does hereby sell, transfer, assign, set over and otherwise convey to the IssuerHARC, without recourse (subject to except as expressly provided in the obligations set forth hereinPurchase Agreement), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on the Schedule of Receivables A hereto and all monies paid or payable thereon or in respect thereof on or after the related Cut-off Cutoff Date (including amounts due on or before such Cut-off the related Cutoff Date but received by HSBC Finance, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller on or after such Cut-off Datedate); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement Seller against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement Agreement, as a result of a breach of representation or by an Alliance Relationship pursuant to an Alliance warranty in the related Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to such the related Receivables from claims on any Insurance Policy physical damage, loss, credit life or disability insurance policies, if any, covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the related Receivables Files with respect to the Receivables; such Receivables and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the related Financed VehiclesVehicles or Obligor; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a each related Receivable and that has been acquired by or on behalf of the Seller HARC pursuant to liquidation of such Receivable; (x) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xiiix) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in In consideration of the Issuer’s Trustee's delivery to to, or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series Supplementof, the Seller shallof executed and authenticated Certificates, from time in authorized denominations, in an aggregate amount equal to timethe sum of the Original Class A Certificate Balance and the Original Class B Certificate Balance, the Seller does hereby sell, transfer, assign, set over assign and otherwise convey to the IssuerTrustee, in trust for the benefit of the Certificateholders, without recourse (subject to the Seller's obligations set forth herein), ): (i) all right, title and interest of the Seller in and to: (i) each and every Receivable to the Receivables listed on the in Schedule of Receivables A hereto and all monies due thereon and paid or payable thereon or in respect thereof after the related Cut-off Date (including amounts due on proceeds of the repurchase of Receivables by the Seller pursuant to Section 12.02 or before such Cut-off Date but received 21.02 of the Standard Terms and Conditions or the repurchase of Receivables by HSBC Finance, the Servicer, HAFI or any Affiliate successor to the Servicer, pursuant to Section 13.07 or 21.02 of HAFI that is a seller under a Master Receivables Purchase Agreement the Standard Terms and Conditions) on or after the Seller after such Cut-off Cutoff Date), exclusive of Accrued Interest as of the opening of business on the Cutoff Date; (ii) the interest of the Seller in the security interests in the related Financed Vehicles granted by the related Obligors pursuant to the related Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to such Receivables from claims on any Insurance Policy covering the related Financed Vehicles or Obligors; (vii) all items contained in the related Receivables Files with respect to the Receivables; and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the Financed Vehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of the Seller pursuant to liquidation of such Receivable; (x) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf interest of the IssuerSeller in any Liquidation Proceeds, shall have delivered in any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any 5 proceeds of any credit life or credit disability insurance policies relating to the Indenture Trustee and Receivables or the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenturerelated Obligors; (iv) the interest of the Seller shall, in any proceeds from Dealer repurchase obligations relating to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferredReceivables; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets interest of the Seller shall not constitute unreasonably small capital to carry out its business as conductedunder the Receivables Purchase Agreement; (vi) each all other assets comprising the estate of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date;Trust; and (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest all proceeds of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentenceforegoing. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in In consideration of the Issuer’s 's delivery of the Certificate to or upon the order of the Seller Transferor on a Transfer Date (which may include the Closing Date) of Date and the net proceeds from the sale of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to to, or upon the Seller order of, the Transferor in accordance with the terms of this Agreement and the Series SupplementAgreement, the Seller shall, from time to time, sell, Transferor does hereby transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein)recourse, all right, title and interest of the Seller Transferor in and to: (i) each and every Receivable the Receivables listed in Schedule A hereto, all monies received on the Schedule of Receivables after the Cutoff Date and, with respect to any Receivables which are Precomputed Receivables, the related Payahead Amount, and all monies paid or payable thereon or in Liquidation Proceeds and Recoveries received with respect thereof after the related Cut-off Date (including amounts due on or before to such Cut-off Date but received by HSBC Finance, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller after such Cut-off Date)Receivables; (ii) the security interests in the related Financed Vehicles granted by the related Obligors pursuant to the related Receivables and any other interest of the Seller Transferor in such Financed Vehicles, including, without limitation, the certificates of title and any other evidence of ownership with respect to such Financed Vehicles; (iii) all rights of HAFI any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates or the VSI Policy, if any, relating to the related Financed Vehicles or the related Obligors, including any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements rebates and Alliance Assignments related to such Receivablespremiums; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to such Receivables from claims on any Insurance Policy covering the related Financed Vehicles or Obligors; (vii) all items contained in the related Receivables Files with respect to the Receivables; and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the Financed Vehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of the Seller Issuer pursuant to the liquidation of such Receivable; (xv) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements Agreement and the Receivables Purchase Agreement SupplementsGuarantee including, including the delivery requirementswithout limitation, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive direct right to vote such share; and (xii) all present and future claims, demands, causes and choses in action in respect cause Triad Corp to purchase Receivables from the Issuer upon the occurrence of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds a breach of any of the foregoing.representations and warranties contained in Section 3.2(b) of the Purchase Agreement or the failure of Triad Corp to timely comply with its obligations pursuant to Section 5.5 of the Purchase Agreement; (bvi) The Seller shall transfer to refunds for the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction costs of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing extended service contracts with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format)Financed Vehicles, listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf refunds of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 unearned premiums with respect to the Receivables credit life and credit accident and health insurance policies or certificates covering a related Obligor or Financed Vehicle or his or her obligations with respect to be transferred on such Transfer Date shall be true Financed Vehicle and correct as any recourse to Dealers for any of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Dateforegoing; (vii) the Seller shall, at Legal Files and the Receivable Files related to each Receivable and any and all other documents that Triad Corp keeps on file in accordance with its own expense, on or prior customary procedures relating to the Transfer Date indicate in its computer files that Receivables, the Receivables identified in related Obligors or the Transfer Agreement have been sold to the Trust pursuant to this Agreementrelated Financed Vehicles; (viii) all amounts and property from time to time held in or credited to the Seller shall have taken any action necessary orLock-Box Account, if required by to the Indenture Trustee, advisable extent such amounts and property relate to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust EstateReceivables; (ix) any proceeds from recourse against Dealers (other than any Chargeback Obligations), including, without limitation, any Dealer Title Guaranties with respect to the Issuer shall have taken any action necessary orReceivables, if required by with respect to the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest sale of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate;Receivables; and (x) no selection procedures adverse to the interests proceeds of any and all of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentenceforegoing. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Issuer’s 's delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the net proceeds from the sale of the issuance a Series of Notes or from and any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the related Series Supplement, the Seller shall, from time to time, sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (i) each and every Receivable Receivables listed on Schedule A to the Schedule of Receivables related Transfer Agreement and all monies paid or payable thereon or in respect thereof after the related Cut-off Transfer Date (including amounts due on or before such Cut-off the Cutoff Date but received by HSBC FinanceHAFC, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement Seller or the Seller Issuer on or after such Cut-off the Cutoff Date); ; (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related Receivables and any other interest of the Seller in such Financed Vehicles; ; (iii) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement Seller against the Dealers pursuant to Dealer Agreements; or Unaffiliated Originator Receivables Purchase Agreements or Dealer Assignments or against (as may be limited with respect to a Series in the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; applicable Series Related Documents); (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by either (i) a Dealer Dealer, pursuant to a Dealer Agreement Agreement, or by (ii) an Alliance Relationship Unaffiliated Originator, pursuant to an Alliance Unaffiliated Originator Receivables Purchase Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Unaffiliated Originator Receivables Purchase Agreement; , as applicable; (v) all rights under any Service Contracts on the related Financed Vehicles; : (vi) any proceeds and the right to receive proceeds with respect to such Receivables from claims on any Insurance Policy physical damage, credit life or disability insurance policies covering the related Financed Vehicles or Obligors; , including rebates of insurance premiums relating to the Receivables; (vii) all items contained in the related Receivables Files with respect to the Receivables; and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, HAFC keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the Financed Vehicles; ; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); ; (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of the Seller Trust pursuant to liquidation of such Receivable; ; (x) all of the Seller’s 's right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, HAFC under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, on or after the related Cut-off Cutoff Date; ; and (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xii) all present and future claims, demands, causes and choses chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date):: (i) the Seller shall have provided the Indenture Trustee, the Administrator Trustee and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date (which Addition Notice will designate the Series Trust Estate which the Receivables will be a part of, if any) and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; ; (ii) the Seller shall have delivered to the Owner Trustee and the Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; transferred; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Master Collection Account all Collections collections received after the related Cut-off Cutoff Date in respect of the Receivables to be transferred; ; (viv) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) c such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; ; (viv) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; ; (viivi) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; ; (viiivii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain Estate and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, Trustee in the Series Trust Estate; ; (xviii) no selection procedures adverse to the interests of the Noteholders or any Support Provider related Series shall have been utilized in selecting the related Receivables; ; (xiix) the addition of any such Receivables shall not cause result in a material adverse tax consequence to the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; Noteholders; (xiix) if required by any of the related Series Related Documents, the Issuer Seller shall simultaneously transfer to the Administrator Trustee any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and and (xiiixi) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ ' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.43.2. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property Series Trust Estate from the Seller to the Issuer and the beneficial interest in and title to such property the related Series Trust Estate shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller grant of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to for the Issuer. The Seller hereby authorizes benefit of the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentenceNoteholders. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in In consideration of the Issuer’s HARC's delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series SupplementPurchase Price, the Seller shall, from time to time, does hereby sell, transfer, assign, set over and otherwise convey to the IssuerHARC, without recourse (subject to except as expressly provided in the obligations set forth hereinPurchase Agreement), all right, title and interest of the Seller in and to: (i) : each and every Receivable listed on the Schedule of Receivables A hereto and all monies paid or payable thereon or in respect thereof on or after the related Cut-off Cutoff Date (including amounts due on or before such Cut-off the related Cutoff Date but received by HSBC Finance, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller on or after such Cut-off Datedate); (ii) ; the security interests in the related Financed Vehicles granted by Obligors pursuant to the related such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) ; all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement Seller against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (iv) ; any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement Agreement, as a result of a breach of representation or by an Alliance Relationship pursuant to an Alliance warranty in the related Dealer Agreement; (v) ; all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) ; any proceeds and the right to receive proceeds with respect to such the related Receivables from claims on any Insurance Policy physical damage, loss, credit life or disability insurance policies, if any, covering the related Financed Vehicles or Obligors; (vii) , including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; all items contained in the related Receivables Files with respect to the Receivables; such Receivables and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the related Financed Vehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all Vehicles or Obligor; property (including the right to receive future Net Liquidation Proceeds) that secures a each related Receivable and that has been acquired by or on behalf of the Seller HARC pursuant to liquidation of such Receivable; (x) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xii) all present and future claims, demands, causes and choses chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Issuer’s delivery to or upon the order of the The Seller on a Transfer Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller shall, from time to time, does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to except as expressly PROVIDED in the obligations set forth hereinMaster Sale and Servicing Agreement), all right, title and interest of the Seller in and to: (iA) each and every Receivable listed on Schedule A to the Schedule of related Receivables Purchase Agreement Supplement and all monies paid or payable thereon or in respect thereof on or after the related Cut-off Cutoff Date (including amounts due on or before such Cut-off the related Cutoff Date but received by HSBC Finance, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller on or after such Cut-off Datedate); (iiB) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related such Receivables and any other interest of the Seller in such Financed Vehicles; (iiiC) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement Seller against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (ivD) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement Agreement, as a result of a breach of representation or by an Alliance Relationship pursuant to an Alliance warranty in the related Dealer Agreement; (vE) all rights of Seller under any Service Contracts on the related Financed Vehicles; (viF) any proceeds and the right to receive proceeds with respect to such the related Receivables from claims on any Insurance Policy physical damage, credit life or disability insurance policies, if any, covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (viiG) all items contained in the related Receivables Files with respect to the Receivables; such Receivables and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the related Financed VehiclesVehicles or Obligor; (viiiH) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a each related Receivable and that has been acquired by or on behalf of the Seller HARC pursuant to liquidation of such Receivable; (x) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xiiI) all present and future claims, demands, causes and choses chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in In consideration of the Issuer’s HARC's delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Purchase Price, Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller shall, from time to time, does hereby sell, transfer, assign, set over and otherwise convey to the IssuerHARC, without recourse (subject to except as expressly provided in the obligations set forth hereinPurchase Agreement), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on the Schedule of Receivables A hereto and all monies paid or payable thereon or in respect thereof on or after the related Cut-off Cutoff Date (including amounts due on or before such Cut-off Date but the related Cutoff Datebut received by HSBC Finance, the Servicer, HAFI Seller on or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller after such Cut-off Datedate); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFI or Seller under any Affiliate of HAFI that is Service Contracts on the seller under a Master Receivables Purchase Agreement against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such ReceivablesFinanced Vehicles; (iv) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables repurchased by a Dealer pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance AgreementReceivables; (v) all rights under any Service Contracts on items contained in the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds Receivables Files with respect to such Receivables from claims on any Insurance Policy covering the related Financed Vehicles or Obligors; (vii) all items contained in the related Receivables Files with respect to the Receivables; and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the related Financed VehiclesVehicles or Obligor; (viiivi) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a each related Receivable and that has been acquired by or on behalf of the Seller HARC pursuant to liquidation of such Receivable; (x) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xiivii) all present and future claims, demands, causes and choses chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Issuer’s delivery to or upon the order of the The Seller on a Transfer Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller shall, from time to time, does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to except as expressly PROVIDED in the obligations set forth hereinMaster Sale and Servicing Agreement), all right, title and interest of the Seller in and to: (ia) each and every Receivable listed on Schedule A to the Schedule of related Receivables Purchase Agreement Supplement and all monies paid or payable thereon or in respect thereof on or after the related Cut-off Cutoff Date (including amounts due on or before such Cut-off the related Cutoff Date but received by HSBC Finance, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller on or after such Cut-off Datedate); (iib) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related such Receivables and any other interest of the Seller in such Financed Vehicles; (iiic) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement Seller against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (ivd) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement Agreement, as a result of a breach of representation or by an Alliance Relationship pursuant to an Alliance warranty in the related Dealer Agreement; (ve) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vif) any proceeds and the right to receive proceeds with respect to such the related Receivables from claims on any Insurance Policy physical damage, credit life or disability insurance policies, if any, covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (viig) all items contained in the related Receivables Files with respect to the Receivables; such Receivables and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the related Financed VehiclesVehicles or Obligor; (viiih) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a each related Receivable and that has been acquired by or on behalf of the Seller HARC pursuant to liquidation of such Receivable; (x) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xiii) all present and future claims, demands, causes and choses chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in In consideration of the Issuer’s Depositor's delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date, the purchase price for each Receivable (and all other interests transferred to the Depositor in connection with the sale to the Depositor of such Receivable) shall be an amount equal to the Principal Balance of such Receivables on the date of sale (the "Purchase Price"). The Depositor shall make payment in respect of the net proceeds Purchase Price upon demand by the Seller. (b) The Depositor may pay part or all of the issuance of Notes or from Purchase Price in cash, with any Additional Principal Amount thereunder and the other amounts to be distributed from time to time balance paid by delivery to the Seller of a subordinated revolving credit note of the Depositor in accordance with the terms form of this Agreement Exhibit A attached hereto (the "Subordinated Promissory Note"). The Subordinated Promissory Note shall automatically increase upon each sale of the Receivables of the Seller hereunder to reflect, and in the Series Supplementamount of, the Purchase Price for such Receivables, if any, which was not paid in cash. The outstanding principal amount of the Subordinated Promissory Note shall bear interest at a rate per annum equal to the prime rate as published on such day (or, if not then published, on the most recently preceding day) in The Wall Street Journal as the "Prime Rate." Changes in the rate payable hereunder shall be effective on each day on which a change in the Prime Rate is published. On each Distribution Date, the Depositor shall repay the accrued interest on, and principal amount of, the Subordinated Promissory Note as and to the extent of any amounts received by the Depositor from proceeds of collections of Receivables, subject, however, to the prior right of the Issuer to receive payments out of the collections pursuant to this Agreement. (c) The Seller shall, from time to time, does hereby sell, transfer, assign, set over and otherwise convey to the IssuerDepositor, without recourse (subject to the obligations set forth of the Seller herein), ) all right, title title, and interest of the Seller in and to: (i) each and every Receivable listed on the Schedule of Receivables and all monies paid moneys received thereon on or payable thereon or in respect thereof after the related Cut-off Date (including amounts due on or before such Cut-off Date but received by HSBC Finance, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller after such Cut-off Cutoff Date); (ii) the security interests in the related Financed Vehicles and any accessions thereto granted by Obligors pursuant to the related Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFI any Liquidation Proceeds and any other proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors, including any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement against the Dealers pursuant to Dealer Agreements vendor's single interest or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivablesother collateral protection insurance policy; (iv) any property that shall have secured any Receivable and that shall have been acquired by or on behalf of the Seller; (v) all documents and other items contained in the Receivable Files; (vi) all proceeds and the right to receive proceeds with respect to such Receivables from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to such Receivables from claims on any Insurance Policy covering the related Financed Vehicles or Obligors;; and (vii) all items contained in the related Receivables Files with respect to the Receivables; and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the Financed Vehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of the Seller pursuant to liquidation of such Receivable; (x) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any and all of the foregoing. (bd) The Seller and the Depositor intend that the transfer of assets by the Seller to the Depositor pursuant to this Agreement be a sale of the ownership interest in such assets to the Depositor, rather than the mere granting of a security interest to secure a borrowing. In the event, however, that such transfer is deemed not to be a sale but to be of a mere security interest to secure a borrowing, the Seller shall be deemed to have hereby granted to the Depositor a perfected first priority security interest in all such assets, and this Agreement shall constitute a security agreement under applicable law. Pursuant to the Sale and Servicing Agreement and Section 7.04 hereof, the Depositor may sell, transfer and assign to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided all or any information reasonably requested by any portion of the foregoing with respect assets assigned to the related Receivables; Depositor hereunder, (ii) all or any portion of the Depositor's rights against the Seller shall have delivered to the Owner Trustee a duly executed Transfer under this Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; and (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which all proceeds thereof. Such assignment may be in electronic format)made by the Depositor with or without an assignment by the Depositor of its rights under this Agreement, listing and without further notice to or acknowledgement from the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller. The Seller shallwaives, to the extent required by Section 4.2permitted under applicable law, have deposited in all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Collection Account all Collections received after the related Cut-off Date in respect Depositor or any assignee of the Receivables Depositor relating to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made action by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary Depositor in connection with the security interest granted pursuant to transactions contemplated by the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 Sale and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Servicing Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Issuer’s delivery to or upon the order of on each Transfer Date the Seller on a Transfer Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller shall, from time to time, does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, Issuer without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (i) each all Receivables originated or acquired by the Seller and every Receivable listed on the Schedule of Receivables and all monies paid or payable thereon or in respect thereof after A to the related Cut-off Date (including amounts due on or before such Cut-off Date but received by HSBC Finance, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller after such Cut-off Date)Supplement; (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to such Receivables from claims on any Insurance Policy physical damage, credit life or disability insurance policies covering the related Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of such Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or by a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement or by an Originating Affiliate pursuant to a purchase and sale agreement with AmeriCredit as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement or the related purchase and sale agreement; (v) all rights under any Service Contracts on the related Financed Vehicles: (vi) the related Receivable Files; (vii) all items contained in the related Receivables Files with respect to the Receivables; and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the Financed Vehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of the Seller pursuant to liquidation of such Receivable; (x) all of the SellerAFC’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements Sale and the Receivables Purchase Contribution Agreement (including all “Sale and Contribution Agreement Supplements” entered into pursuant thereto), including AFC’s rights under the Master Sale and Contribution Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller AmeriCredit under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements Sale and the related Receivables Purchase Contribution Agreement (and all “Sale and Contribution Agreement Supplements” entered into pursuant thereto), on or after the related Cut-off Cutoff Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xiiviii) all present and future claims, demands, causes and choses in action in respect the proceeds of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing. In consideration of such transfers, including all proceeds the Issuer will pay to the Seller a purchase price equal to the fair market value of each Receivable transferred by the Seller. Such purchase price shall be payable in cash or by an increase in the principal amount of any notes or Certificates held by the Seller or by a combination thereof, as the Issuer and the Seller mutually agree. The purchase price due with respect to Receivables will be payable as and when agreed by the Issuer and the Seller, but not later than the related Transfer Date. It is the intention of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment Seller that the transfers and assignments contemplated by this Agreement shall constitute sales of any and every kind the Receivables and other forms of obligations Trust Property from the Seller to the Issuer and receivables, instruments the beneficial interest in and title to the Receivables and the other property which at any time constitute all or Trust Property shall not be part of or are included the Seller’s estate in the proceeds of any event of the foregoingfiling of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section to the Issuer. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon subject to the satisfaction of each of the following conditions conditions: (i) AmeriCredit shall deliver to the Administrative Agent, the Owner Trustee and the Trust Collateral Agent on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Business Day immediately preceding each Transfer Date and shall have provided any information reasonably requested by any each date a Servicer’s Report is delivered, an amended and restated Schedule of Receivables (the foregoing with respect to the related “Schedule of Receivables”); (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business businesses as conducted; (viiii) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (viiiv) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement related Supplement have been sold to the Trust pursuant to this AgreementTrust; (viiiv) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain Estate and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, Trust Collateral Agent in the Series Trust EstateCollateral; (xvi) no selection procedures adverse to the interests of the Noteholders or any Support Provider the Agents shall have been utilized in selecting the related Receivables;; and (xivii) the addition of any such Receivables shall not cause result in a material adverse tax consequence to the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b)Noteholders. The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the TrustTrust in the manner specified in Section 4.7, at a price equal to (x) if any Borrowing Base Deficiency shall exist, the Repurchase Purchase Amount thereofthereof or (y) otherwise, in the manner specified in Section 5.4zero. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the The Issuer and the beneficial interest in and title Seller may from time to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against time agree that the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of will purchase Receivables from the Seller Issuer so long as the conditions set forth in Section 2.9 of the Indenture are satisfied with respect to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreementeach such sale.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in In consideration of the Issuer’s 's delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) Date of the net proceeds from the sale of the issuance of Notes or from any Additional Principal Amount thereunder and the Certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series SupplementAgreement, the Seller shall, from time to time, does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein), ): (a) all right, title and interest of the Seller in and to: (i) each and every Receivable to the Receivables listed on the in Schedule A hereto and, with respect to Receivables that are Rule of Receivables and 78's Receivables, all monies paid due or payable to become due thereon or in respect thereof after the related Cut-off Cutoff Date (including amounts Scheduled Payments due after the Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller or CPS on or before the Cutoff Date) and, with respect to Receivables that are Simple Interest Receivables, all monies received thereunder after the Cutoff Date and all Net Liquidation Proceeds received with respect to such Cut-off Date but received by HSBC Finance, Receivables on or after the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller after such Cut-off Cutoff Date); (iib) all right, title and interest of the Seller in and to the security interests in the related Financed Vehicles granted by Obligors pursuant to the related Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights , including, without limitation, the certificates of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds title or, with respect to such Receivables repurchased by a Dealer pursuant Financed Vehicles in the State of Michigan, all other evidence of ownership with respect to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreement; (v) all rights under any Service Contracts on the related such Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to such Receivables from claims on any Insurance Policy covering the related Financed Vehicles or Obligors; (viic) all items contained in the related Receivables Files with respect to the Receivables; and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the Financed Vehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of the Seller pursuant to liquidation of such Receivable; (x) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements Seller in and to any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates relating to the Receivables Purchase Agreement Supplements, including Financed Vehicles or the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off DateObligors; (xid) on the Closing Dateall right, one share of Class SV Preferred Stock title and interest of the Seller together with in and to the exclusive Purchase Agreements, including a direct right to vote such sharecause CPS to purchase Receivables from the Trust under certain circumstances; (e) all right, title and interest of the Seller in and to refunds for the costs of extended service contracts with respect to Financed Vehicles securing Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (f) the Receivable File related to each Receivable; (g) all amounts and property from time to time held in or credited to the Collection Account or the Lockbox Account; and (xiih) all present and future claims, demands, causes and choses in action in respect the proceeds of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, Receivables and other than for federal income tax purposes, and the related Other Conveyed Trust Property from the Seller to the Issuer and the beneficial interest in and title to such property the Receivables and the other Trust Property shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller grant of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to for the Issuer. The Seller hereby authorizes benefit of the Issuer to file such financing statements as it deems necessary in connection with Securityholders and the security interest granted pursuant to the preceding sentenceNote Insurer. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in In consideration of the Issuer’s HARC's delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Purchase Price, Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller shall, from time to time, does hereby sell, transfer, assign, set over and otherwise convey to the IssuerHARC, without recourse (subject to except as expressly provided in the obligations set forth hereinPurchase Agreement), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on the Schedule of Receivables A hereto and all monies paid or payable thereon or in respect thereof on or after the related Cut-off Cutoff Date (including amounts due on or before such Cut-off the related Cutoff Date but received by HSBC Finance, the Servicer, HAFI Seller on or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller after such Cut-off Datedate); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement Seller against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Unaffiliated Originator Receivables Purchase Agreements and Alliance Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by either (i) a Dealer Dealer, pursuant to a Dealer Agreement or by (ii) an Alliance Relationship Unaffiliated Originator, pursuant to an Alliance Unaffiliated Originator Receivables Purchase Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement or Unaffiliated Originator Receivables Purchase Agreement, as applicable; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to such the related Receivables from claims on any Insurance Policy physical damage, loss, credit life or disability insurance policies, if any, covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the related Receivables Files with respect to the Receivables; such Receivables and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the related Financed VehiclesVehicles or Obligor; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a each related Receivable and that has been acquired by or on behalf of the Seller HARC pursuant to liquidation of such Receivable; (x) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xiiix) all present and future claims, demands, causes and choses chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. Conveyance of Receivables(a) (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Issuer’s 's delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the net proceeds from the sale of the issuance a Series of Notes or from and any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the related Series Supplement, the Seller shall, from time to time, sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (i) each and every Receivable Receivables listed on Schedule A to the Schedule of Receivables related Transfer Agreement and all monies paid or payable thereon or in respect thereof after the related Cut-off Transfer Date (including amounts due on or before such Cut-off the Cutoff Date but received by HSBC FinanceHAFC, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement Seller or the Seller Issuer on or after such Cut-off the Cutoff Date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement Seller against the Dealers pursuant to Dealer Agreements; or Unaffiliated Originator Receivables Purchase Agreements or Dealer Assignments or against (as may be limited with respect to a Series in the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivablesapplicable Series Related Documents); (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by either (i) a Dealer Dealer, pursuant to a Dealer Agreement Agreement, or by (ii) an Alliance Relationship Unaffiliated Originator, pursuant to an Alliance Unaffiliated Originator Receivables Purchase Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Unaffiliated Originator Receivables Purchase Agreement, as applicable; (v) all rights under any Service Contracts on the related Financed Vehicles;: (vi) any proceeds and the right to receive proceeds with respect to such Receivables from claims on any Insurance Policy physical damage, credit life or disability insurance policies covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables; (vii) all items contained in the related Receivables Files with respect to the Receivables; and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, HAFC keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the Financed Vehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of the Seller Trust pursuant to liquidation of such Receivable; (x) all of the Seller’s 's right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, HAFC under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, on or after the related Cut-off Cutoff Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xiixi) all present and future claims, demands, causes and choses chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date):: (i) the Seller shall have provided the Indenture Trustee, the Administrator Trust Collateral Agent, if any, and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date (which Addition Notice will designate the Series Trust Estate which the Receivables will be a part of, if any) and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee, the Trustee and the Trust Collateral Agent, if any, a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuertransferred; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Master Collection Account all Collections collections received after the related Cut-off Cutoff Date in respect of the Receivables to be transferred; (viv) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (viv) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (viivi) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viiivii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain Estate and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, Trust Collateral Agent in the Series Trust Estate; (xviii) no selection procedures adverse to the interests of the Noteholders or any Support Provider related Series shall have been utilized in selecting the related Receivables; (xiix) the addition of any such Receivables shall not cause result in a material adverse tax consequence to the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposesNoteholders; (xiix) if required by any of the related Series Related Documents, the Issuer Seller shall simultaneously transfer to the Administrator Trustee or to the Trust Collateral Agent, if any, any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiiixi) the Seller shall have delivered to the Indenture Trustee related Series Secured Parties and the Administrator Trust Collateral Agent an Officers’ ' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.44.7. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property Series Trust Estate from the Seller to the Issuer and the beneficial interest in and title to such property the related Series Trust Estate shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller grant of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to for the Issuer. The Seller hereby authorizes benefit of the Issuer to file such financing statements as it deems necessary in connection with Noteholders and the security interest granted pursuant to the preceding sentencerelated Series Secured Parties. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Issuer’s delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms By execution of this Agreement and the Series SupplementAgreement, the Seller shall, from time to time, sell, Transferor does hereby transfer, assign, set over and otherwise convey to the IssuerTrustee, on behalf of the Trust, for the benefit of the Certificateholders, without recourse (subject to the obligations set forth except as provided herein), all its right, title and interest in, to and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of the Seller in deposit, letters of credit, advices of credit, banker's acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to: , (i) each and every Receivable listed on in the Schedule case of Receivables and all monies paid or payable thereon or arising in respect thereof after the related Cut-off Date Initial Accounts (including amounts due on or before such Cut-off Date but received by HSBC Finance, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller after such Cut-off Date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related Receivables Transferred Accounts and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments Related Accounts related to such Receivables; (iv) any proceeds and Initial Accounts), the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreement; (v) all rights under any Service Contracts existing at the close of business on the related Financed Vehicles; (vi) any proceeds Initial Cut-Off Date, and the right to receive proceeds with respect to such Receivables from claims on any Insurance Policy covering the related Financed Vehicles or Obligors; (vii) all items contained in the related Receivables Files with respect to the Receivables; and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the Financed Vehicles; (viii) all funds on deposit thereafter created from time to time in the Initial Accounts until the termination of the Trust and (ii) in the case of Receivables arising in the Automatic Additional Accounts (including all investments Transferred Accounts and proceeds thereofRelated Accounts related to such Initial Accounts); , the Receivables created from time to time after the Initial Cut-Off Date until the termination of the Trust, (ixiii) all property Interchange allocable to the Trust as provided herein and Recoveries, (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of the Seller pursuant to liquidation of such Receivable; (xiv) all of the Seller’s right, title rights to payment and interest in its rights and benefits, but none of its obligations amounts due or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together to become due with the exclusive right respect to vote such share; and (xii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including (v) the Collection Account, the Series Accounts and the Special Funding Account and all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checksamounts, investment property, deposit financial assets and property credited to each and/or all of such accounts, insurance proceeds(vi) any property conveyed to the Trustee on behalf of the Trust pursuant to any Participation Interest Supplement, condemnation awards(vii) all Series Enhancements, (viii) Recoveries attributable to cardholder charges for merchandise and services in the Accounts, (ix) all rights, remedies, powers, privileges and claims of the Transferor under or with respect to the Receivables Purchase Agreement (whether arising pursuant to the terms of the Receivables Purchase Agreement or otherwise available to the Transferor at law or in equity), including, without limitation, the rights of the Transferor to payment of enforce the Receivables Purchase Agreement, and to give or withhold any and every kind all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivables Purchase Agreement to the same extent as the Transferor could but for the assignment and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in security interest granted to the proceeds of any Trustee for the benefit of the foregoing. Certificateholders, (bx) The Seller shall transfer to the Issuer the Receivables all rights, remedies, powers, privileges and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each claims of the following conditions on Transferor under or prior with respect to any "Key Person" insurance policies relating to ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ as to which the related Transfer Date Transferor is a named insured, (if the Transfer Date is not also the Closing Date): (ixi) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee all amounts received with an Addition Notice not later than five days prior respect to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing and (xii) all proceeds (including "proceeds" as defined in the UCC) thereof. Such property, together with respect all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the related Receivables; Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement, the right to receive Recoveries attributed to cardholder charges for merchandise and services in the Accounts and the rights of the Transferor under the Receivables Purchase Agreement shall constitute the assets of the Trust (ii) the Seller "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Columbus Bank or other Account Owner or the Transferor, any Additional Transferor, the Servicer or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems, VISA or insurers. The Obligors shall have delivered to not be notified in connection with the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format)creation of the Trust of the transfer, listing assignment, set-over and conveyance of the Receivables to be transferred the Trust. The foregoing transfer, assignment, set-over and conveyance to the Issuer; (iii) Trust shall be made to the ServicerTrustee, on behalf of the IssuerTrust, shall have delivered and each reference in this Agreement to the Indenture Trustee such transfer, assignment, set-over and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date conveyance shall be true construed accordingly. Each Transferor agrees to record and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shallfile, at its own expense, financing statements (and continuation statements when applicable) with respect to the Receivables and other Trust Assets conveyed by such Transferor now existing and hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer and assignment of its interest in such Receivables and other Trust Assets to the Trust, and to deliver a file stamped copy of each such financing statement or other evidence of such filing (which can include telephonic confirmation) to the Trustee on or prior to the Transfer Closing Date and, in the case of continuation statements, as soon as practicable after receipt thereof by the Transferor. The Trustee shall be under no obligation whatsoever to file such financing or continuation statements or to make any other filing under the UCC in connection with such transfer and assignment. Each Transferor further agrees, at its own expense, (i) on or prior to (A) the first Closing Date in the case of the Initial Accounts, (B) the Automatic Addition Termination Date or any Automatic Addition Suspension Date, or subsequent to a Restart Date, in the case of the Automatic Additional Accounts to indicate in its computer files books and records that Receivables created in connection with the Receivables identified in the Transfer Agreement Accounts have been sold conveyed to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, Agreement for the benefit of the NoteholdersHolders and (ii) on or prior to the date referred to in clause (i)(B) to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Date relating to the Monthly Period during which their respective Addition Dates occur), specifying for each such Account, as of the Automatic Addition Termination Date or Automatic Addition Suspension Date, its account number, the aggregate amount outstanding in such Account and the Series Trust Estate; aggregate amount of Principal Receivables outstanding in such Account. Each Account Schedule, as supplemented, from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records referenced in clause (i) of this paragraph have been indicated with respect to any Account, Transferor further agrees not to alter such indication during the remaining term of this Agreement unless and until (x) no selection procedures adverse to a Restart Date has occurred on which the interests of the Noteholders Transferor starts including Automatic Additional Accounts as Accounts or any Support Provider shall have been utilized in selecting the related Receivables; (xiy) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller Transferors shall have delivered to the Indenture Trustee at least 30 days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the Administrator an Officers’ Certificate confirming interest of the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that Trustee in the event any of Receivables and other Trust Assets to continue to be perfected with the foregoing conditions precedent are not satisfied with respect to any Receivable on priority required by this Agreement, including the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal delivery to the Repurchase Amount thereof, in the manner specified in Section 5.4Trustee of an Opinion of Counsel to such effect. It is the intention of the Seller parties hereto that the transfer arrangements with respect to the Receivables shall constitute either a purchase and assignment contemplated by sale of such Receivables or a loan. In the event that it is 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 Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposessecurity agreement under applicable law, and the related Other Conveyed Property from the Seller that each Transferor shall be deemed to have granted to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of Trust a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred all of such Transferor's right, title and interest, whether now owned or hereafter acquired, in, to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) under the Receivables on and the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables other Trust Assets conveyed by such Transferor to the Trust pursuant to this Agreement or any Transfer Agreementsecure its obligations hereunder.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in In consideration of the Issuer’s HARC's delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Purchase Price, Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller shall, from time to time, does hereby sell, transfer, assign, set over and otherwise convey to the IssuerHARC, without recourse (subject to except as expressly provided in the obligations set forth hereinPurchase Agreement), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on the Schedule of Receivables A hereto and all monies paid or payable thereon or in respect thereof on or after the related Cut-off Cutoff Date (including amounts due on or before such Cut-off the Cutoff Date but received by HSBC Finance, the Servicer, HAFI Seller on or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller after such Cut-off Datedate); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement Seller against the Dealers pursuant to Dealer Agreements Agreements, or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to such the related Receivables from claims on any Insurance Policy physical damage, loss, credit life or disability insurance policies, if any, covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the related Receivables Files with respect to the Receivables; such Receivables and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the related Financed VehiclesVehicles or Obligor; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a each related Receivable and that has been acquired by or on behalf of the Seller HARC pursuant to liquidation of such Receivable; (x) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xiiix) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Issuer’s delivery Seller, pursuant to or the mutually agreed upon terms contained herein, shall on the order of Closing Date (with respect to the Seller on a Initial Receivables) and each Subsequent Transfer Date (which may include the Closing Datewith respect to any Subsequent Receivables) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller shall, from time to time, sell, transfer, assign, set over assign and otherwise convey to the Issuer, Purchaser without recourse (subject to but without limitation of their obligations in this Agreement or the obligations set forth hereinPooling and Servicing Agreement), all of the right, title and interest of the Seller Seller, whether then existing or thereafter acquired, in and to: (i) each to all accounts, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and every Receivable uncertificated securities consisting of, arising from or relating to the Receivables listed on the Schedule of Receivables and all monies paid or payable thereon or in the Other Conveyed Property related thereto. With respect thereof after the related Cut-off Date (including amounts due on or before such Cut-off Date but received by HSBC Financeto Subsequent Receivables, the ServicerSeller shall only be obligated to sell, HAFI transfer, assign or any Affiliate of HAFI that is a seller under a Master otherwise convey Subsequent Receivables Purchase Agreement or to the Seller after such Cut-off Date); (ii) Purchaser with an aggregate Principal Balance up to the security interests amount on deposit in the related Financed Vehicles granted by Obligors pursuant to Pre-Funding Account on the related Receivables and any other interest applicable Subsequent Transfer Date. It is the intention of the Seller and the Purchaser that the transfers and assignments contemplated by this Agreement shall constitute a sale of the Receivables and the Other Conveyed Property from the Seller to the Purchaser conveying good title thereto free and clear of any Liens, and the Receivables and Other Conveyed Property shall not be a part of the Seller's estate in such Financed Vehicles; (iii) all rights the event of HAFI or any Affiliate the filing of HAFI that is the seller under a Master Receivables Purchase Agreement against the Dealers pursuant to Dealer Agreements or Dealer Assignments bankruptcy petition by or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreement; (v) all rights Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to such Receivables from claims on any Insurance Policy covering the related Financed Vehicles bankruptcy or Obligors; (vii) all items contained in the related Receivables Files with respect to the Receivables; and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the Financed Vehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of the Seller pursuant to liquidation of such Receivable; (x) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoingsimilar law. (b) The Seller shall transfer to the Issuer Purchaser the Receivables and the other property and rights related thereto Other Conveyed Property as described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Closing Date (with respect to the Initial Receivables) or each applicable Subsequent Transfer Date (if with respect to the Transfer Date is not also the Closing Datetransfer of Subsequent Receivables): (i) The Seller shall not have been insolvent nor shall the Seller have been rendered insolvent by the sale and assignment contemplated hereby, nor shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided Seller be aware of any information reasonably requested by any of the foregoing with respect to the related Receivablespending insolvency; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the The Seller shall have taken any action necessary or, if required by the Indenture Trustee, or advisable to obtain and maintain the first priority perfected ownership interest of the Trust Purchaser in the Owner Trust EstateReceivables and Other Conveyed Property; (ixiii) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no No selection procedures adverse to the interests of the Noteholders Purchaser or any Support Provider the Trust shall have been utilized by the Seller or the Purchaser in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiiiiv) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any no more than 20.25% of the foregoing conditions precedent Initial Receivables are Actuarial Receivables, not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention less than 79.75% of the Seller that the transfer and assignment contemplated by this Agreement Initial Receivables are Simple Interest Receivables and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to Subsequent Receivable will be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentenceSimple Interest Receivable. (c) Notwithstanding With respect to the provisions Subsequent Receivables, the Purchaser shall be obligated to purchase from the Seller, and the Seller shall be obligated to sell to the Purchaser Subsequent Receivables only if all of this Section 2.1 and any other provisions the following conditions have been met: (A) the aggregate Principal Balance of any Transaction Document that purport Subsequent Receivables sold to allow multiple conveyances of Receivables from the Purchaser on a Subsequent Transfer Date must not be less than $2,000; (B) the Seller and the Purchaser must comply with the requirements specified in Section 2.3 hereof; (C) the Pre-Funding Account shall contain available funds in an amount at least equal to the Issuer, related aggregate amount set forth in Section 2.1(b) hereof on such Subsequent Transfer Date; (D) each Subsequent Receivable must meet the parties hereto agree that, other than terms and conditions set forth in Section 3.4 of the conveyance of Pooling and Servicing Agreement and described in the Private Placement Memorandum under the heading "The Receivables Pool;" (iE) the representations and warranties set forth in Sections 3.1 and 3.2 hereof are true and complete as of the related Subsequent Transfer Date and the Seller has complied with Article IV hereof; (F) the purchase by the Purchaser of any Subsequent Receivables and the subsequent transfer of such Subsequent Receivables by the Purchaser to the Trust during the Pre-Funding Period pursuant to the Pooling and Servicing Agreement must not result in any reduction of the rating of any Certificate by any of the Rating Agencies below the rating that was obtained on the Closing Date Date; (G) solely as a result of the purchase by the Purchaser of any Subsequent Receivables and (ii) any Eligible Substitute the subsequent transfer of such Subsequent Receivables on any date hereafter, by the Seller shall not convey any Receivables Purchaser to the Trust pursuant to this the Pooling and Servicing Agreement, the weighted average annual percentage interest rate (the "Average Interest Rate") for all the Receivables in the Trust at the end of the Pre-Funding Period must not be more than 100 basis points lower than the Average Interest Rate of the Initial Receivables; (H) on or prior to each Subsequent Transfer Date, the Seller shall have caused to be provided to the Purchaser, the Trustee, the Rating Agency and the Placement Agent a letter prepared by an independent accountant retained by the Seller certifying that the characteristics of the related Subsequent Receivables conform to the characteristics set forth in Section 3.4 of the Pooling and Servicing Agreement or any and described in the Private Placement Memorandum under the heading "The Receivables Pool;" (I) as of the termination of the Pre-Funding Period, the percentage of Receivables having Obligor billing addresses in New Jersey, New York and Pennsylvania shall not exceed 27.24%, 50.00% and 20.00%, respectively, of the aggregate principal balance of all Receivables as of such date; and (J) on each Subsequent Transfer AgreementDate, the aggregate principal amount of Subsequent Receivables on which at least one Scheduled Payment has not been made by the related Obligor and received by the Servicer with respect to such Receivables shall not exceed the Repurchase Threshold.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Issuer’s Issuers delivery to or upon the order of the Seller on the Series Closing Date or a Transfer Date (which may include the Closing Date) of the net proceeds from the sale of the issuance a Series of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the related Series Supplement, the Seller shall, from time to time, sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (i) : each and every Receivable Receivables listed on Schedule II-A, Schedule II-B and Schedule II-C to the Series Supplement and Schedule of Receivables A to the related Transfer Agreement, if any, and all monies paid or payable thereon or in respect thereof after the Series Closing Date or the related Cut-off Transfer Date (including amounts due on or before such Cut-off the Cutoff Date but received by HSBC FinanceHAFC, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement Seller or the Seller Issuer on or after such Cut-off the Cutoff Date); (ii) ; the security interests in the related Financed Vehicles granted by Obligors pursuant to the related Receivables and any other interest of the Seller in such Financed Vehicles; (iii) ; all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement Seller against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (iv) Agreements; any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement as a result of a breach of representation or by an Alliance Relationship pursuant to an Alliance warranty in the related Dealer Agreement; (v) ; all rights under any Service Contracts on the related Financed Vehicles; (vi) : any proceeds and the right to receive proceeds with respect to such Receivables from claims on any Insurance Policy physical damage, credit life or disability insurance policies covering the related Financed Vehicles or Obligors; (vii) , including rebates of insurance premiums relating to the Receivables; all items contained in the related Receivables Files with respect to the Receivables; and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, HAFC keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the Financed Vehicles; (viii) ; all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all ; property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of the Seller Trust pursuant to liquidation of such Receivable; (x) ; all of the Seller’s Sellers right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, HAFC under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, on or after the related Cut-off Cutoff Date; (xi) on the Closing Date, ; one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such shareSeller; and (xii) and all present and future claims, demands, causes and choses chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) . The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the Series Closing Date or the related Transfer Date (Date: if the Transfer Date transfer is not also on the Closing Date): (i) , the Seller shall have provided the Indenture Trustee, the Administrator Trustee and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date (which Addition Notice will designate the Series Trust Estate which the Receivables will be a part of, if any) and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) ; the Seller shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Transfer Agreement or Series Supplement which shall include supplements to Schedule A a schedule (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) transferred; the Seller shall, to the extent required by Section 4.2, have deposited in the Master Collection Account all Collections collections received after the related Cut-off Cutoff Date in respect of the Receivables to be transferred; (v) ; as of the Series Closing Date and each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Datedate, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) ; each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such the Series Closing Date or the related Transfer Date shall be true and correct as of the Series Closing Date or the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) ; the Seller shall, at its own expense, on or prior to the Series Closing Date or the related Transfer Date indicate in its computer files that the Receivables identified in the Schedule to the Series Supplement or to the related Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) ; the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain Estate and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, Trustee in the Series Trust Estate; (x) ; no selection procedures adverse to the interests of the Noteholders or any Support Provider related Series shall have been utilized in selecting the related Receivables; (xi) ; the addition of any such Receivables shall not cause result in a material adverse tax consequence to the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) Noteholders; if required by any of the related Series Related Documents, the Issuer Seller shall simultaneously transfer to the Administrator Indenture Trustee any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Series Closing Date or Transfer Date; and (xiii) and the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Officers Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property Series Trust Estate from the Seller to the Issuer and the beneficial interest in and title to such property the related Series Trust Estate shall not be part of the Seller’s Sellers estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller grant of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to for the Issuer. The Seller hereby authorizes benefit of the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentenceNoteholders. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Issuer’s delivery to or upon the order of the on each Transfer Date, each Seller on a Transfer Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller shall, from time to time, does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, Trust without recourse (subject to the obligations set forth herein), all right, title and interest of the such Seller in and to: (i) each all Receivables originated or acquired by such Seller and every Receivable listed on the Schedule of Receivables and all monies paid or payable thereon or in respect thereof after A to the related Cut-off Date (including amounts due on or before such Cut-off Date but received by HSBC Finance, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller after such Cut-off Date)Supplement; (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related such Receivables and any other interest of the such Seller in such Financed Vehicles; (iii) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to such Receivables from claims on any Insurance Policy physical damage, credit life or disability insurance policies covering the related Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of such Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or by a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement or by an Originating Affiliate pursuant to a purchase and sale agreement with AmeriCredit as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement or the related purchase and sale agreement; (v) all rights under any Service Contracts on the related Financed Vehicles: (vi) the related Receivable Files; (vii) all items contained in the related Receivables Files with respect to the Receivables; and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the Financed Vehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of the Seller pursuant to liquidation of such Receivable; (x) all of the SellerAFC’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements Sale and the Receivables Purchase Contribution Agreement (including all “Sale and Contribution Agreement Supplements” entered into pursuant thereto), including AFC’s rights under the Master Sale and Contribution Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller AmeriCredit under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements Sale and the related Receivables Purchase Contribution Agreement (and all “Sale and Contribution Agreement Supplements” entered into pursuant thereto), on or after the related Cut-off Cutoff Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xiiviii) all present and future claims, demands, causes and choses in action in respect the proceeds of any or and all of the foregoing. In consideration of such transfers, the Issuer will pay to the applicable Seller a purchase price equal to the fair market value of each Receivable transferred by such Seller. Such purchase price shall be payable in cash or by an increase in the principal amount of any notes or Certificates held by the related Seller or by a combination thereof, as the Issuer and such Seller mutually agree. The purchase price due with respect to Receivables will be payable as and when agreed by the Issuer and the applicable Seller, but not later than the related Transfer Date. It is the intention of the Sellers that the transfers and assignments contemplated by this Agreement shall constitute sales of the Receivables and other Trust Property from the related Seller to the Issuer and the beneficial interest in and title to the Receivables and the other Trust Property shall not be part of such Seller’s respective estate in the event of the filing of a bankruptcy petition by or against such Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Sellers, any transfer and assignment contemplated hereby shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each transfer and assignment of Receivables hereunder shall constitute a true sale thereof, each Seller hereby grants to the Issuer a valid and perfected security interest in all of such Seller’s right, title and interest, whether now owned or hereafter acquired, in, to and under all Receivables and other Trust Property (as applicable), and all payments on other rights and assets in which the Issuer has acquired, may hereafter acquire and/or purports pursuant to the terms and provisions of this Agreement to have acquired an interest under this Agreement to secure all payment and performance obligations of such Seller hereunder, which security interest shall be prior to all other Liens. In addition, AFC hereby grants to the Issuer a valid and perfected security interest in all of AFC’s right, title and interest all of the following items owned by AFC, whether now owned or under hereafter acquired, now existing or hereafter created and wherever located: all chattel paper, accounts, goods, investment property, letters of credit, letter-of-credit rights, leases, instruments, installment sales contracts, installment payment contracts, general intangibles, payment intangibles, promissory notes, and “supporting obligations” (as defined in the UCC) relating thereto and the proceeds of every kind any and nature whatsoever in respect of any or all of the foregoing, including to secure all proceeds payment and performance obligations of AFC hereunder, which security interest shall be prior to all other Liens. The Issuer and its assigns shall have, in addition to the conversion, voluntary or involuntary, into cash or other liquid propertyrights and remedies which they may have under this Agreement, all cash proceedsother rights and remedies provided to a secured creditor under the UCC and other applicable law, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, which rights to payment and remedies shall be cumulative. In the case of any Recharacterization, each Seller and every kind the Issuer represents and other forms warrants as to itself that each remittance of obligations and receivables, instruments Collections and other property which at any time constitute all or part by such Seller to the Issuer hereunder shall have been (i) in payment of or are included a debt incurred by such Seller in the proceeds ordinary course of any business or financial affairs of such Seller and the foregoingIssuer and (ii) made in the ordinary course of business or financial affairs of such Seller and the Issuer. AFC hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2.1. AFC authorizes the Issuer and the Indenture Trustee to file financing or continuation statements, and amendments thereto and assignments thereof, relating to the collateral granted by it hereunder without the signature of AFC. (b) The Each Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon above, subject to the satisfaction of each of the following conditions conditions: (i) AmeriCredit shall deliver to the Administrative Agent, the Owner Trustee and the Trust Collateral Agent on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Business Day immediately preceding each Transfer Date and shall have provided any information reasonably requested by any each date a Servicer’s Report is delivered, an amended and restated Schedule of Receivables (the foregoing with respect to the related “Schedule of Receivables”); (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the such Seller shall not be insolvent and shall not become insolvent as a result of the its transfer of Receivables on such Transfer Date, (B) the such Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the respective assets of the such Seller shall not constitute unreasonably small capital to carry out its business businesses as conducted; (viiii) each of the representations and warranties made by the such Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the such Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (viiiv) the such Seller shall, at its own expense, on or prior to the Transfer Date indicate in its respective computer files that the Receivables identified in the Transfer Agreement related Supplement have been sold to the Trust pursuant to this AgreementTrust; (viiiv) the such Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain Estate and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, Trust Collateral Agent in the Series Trust EstateCollateral; (xvi) no selection procedures adverse to the interests of the Noteholders or any Support Provider the Agents shall have been utilized in selecting the related Receivables;; and (xivii) the addition of any such Receivables shall not cause result in a material adverse tax consequence to the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b)Noteholders. The Each Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, such Seller (if the Seller original seller of such Receivable) will immediately repurchase such Receivable from the TrustTrust in the manner specified in Section 4.7, at a price equal to (x) if any Borrowing Base Deficiency shall exist, the Repurchase Purchase Amount thereofthereof or (y) otherwise, in the manner specified in Section 5.4zero. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the The Issuer and the beneficial interest in and title Sellers may from time to such property shall not be part of time agree that the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Sellers will purchase Receivables from the Seller Issuer so long as the conditions set forth in Section 2.9 of the Indenture are satisfied with respect to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreementeach such sale.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in In consideration of the Issuer’s Trustee's delivery of Certificates in an aggregate principal amount equal to the sum of the Original Pool Balance [and the Pre-Funded Amount] to or upon the written order of the Seller on a Transfer Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series SupplementDepositor, the Seller shall, from time to time, Depositor does hereby sell, transfer, assign, set over and otherwise convey to the IssuerTrustee, in trust for the benefit of the Certificateholders, without recourse (subject to the obligations set forth herein)recourse, all right, title and interest of the Seller Depositor in and to: (i) each the [Initial] Receivables listed in Schedule A hereto and every Receivable listed on the Schedule of (A) with respect to any such [Initial] Receivables and that are Precomputed Receivables, all monies paid or payable received thereon or in respect thereof on and after the related Cut-off [Initial] Cutoff Date (including amounts Scheduled Payments due or to become due thereon on and after the [Initial] Cutoff Date and Scheduled Payments due prior to the [Initial] Cutoff Date but received on or after the [Initial] Cutoff Date), principal prepayments relating to such Scheduled Payments due on or before such Cut-off after the [Initial] Cutoff Date but received by HSBC Financethe Depositor or LBAC before the [Initial] Cutoff Date, and any Payaheads received with respect to payments due on the Servicer[Initial] Receivables on or after the [Initial] Cutoff Date (which Payaheads shall be held in the Payahead Account until the Collection Period in which such payments are actually due with respect to the related Receivable, HAFI at which time such Payaheads shall be applied as a component of the Total Distribution Amount), (B) with respect to any such [Initial] Receivables that are Simple Interest Receivables, all monies received thereunder on and after the [Initial] Cutoff Date (including Scheduled Payments due before the [Initial] Cutoff Date but received by the Depositor or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement LBAC on or after the Seller after [Initial] Cutoff Date) and (C) all Liquidation Proceeds and Recoveries received with respect to such Cut-off Date)[Initial] Receivables; (ii) the security interests in the related Financed Vehicles granted by the related Obligors pursuant to the related [Initial] Receivables and any other interest of the Seller Depositor in such Financed Vehicles, including, without limitation, the certificates of title and any other evidence of ownership with respect to such Financed Vehicles; (iii) all rights of HAFI any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates or the VSI Policy, if any, relating to the related Financed Vehicles or the related Obligors, including any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements rebates and Alliance Assignments related to such Receivablespremiums; (iv) any proceeds and property (including the right to receive proceeds with respect to such Receivables repurchased future Liquidation Proceeds) that secures an [Initial] Receivable and that has been acquired by a Dealer or on behalf of the Trust pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreementthe liquidation of such [Initial] Receivable; (v) all rights under the Purchase Agreement and the Guaranty including, without limitation, a direct right to cause LBAC to purchase [Initial] Receivables from the Trust upon the occurrence of a breach of any Service Contracts on of the representations and warranties contained in Section 3.2(b) of the Purchase Agreement and/or Section 4 of the related Financed VehiclesTransfer Agreement, or the failure of LBAC to timely comply with its obligations pursuant to Section 5.5 of the Purchase Agreement; (vi) any proceeds refunds for the costs of extended service contracts with respect to the related Financed Vehicles, refunds of unearned premiums with respect to credit life and the right to receive proceeds credit accident and health insurance policies or certificates covering a related Obligor or Financed Vehicle or his or her obligations with respect to such Receivables from claims on Financed Vehicle and any Insurance Policy covering recourse to Dealers for any of the related Financed Vehicles or Obligorsforegoing; (vii) all items contained in the Legal Files and the Receivable Files related Receivables Files with respect to the Receivables; each [Initial] Receivable and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, LBAC keeps on file in accordance with its customary procedures relating to the related [Initial] Receivables, the related Obligors or the related Financed Vehicles; (viii) all funds on deposit amounts and property from time to time held in or credited to the Trust Accounts (including all investments and proceeds thereof)Collection Account, [the Pre-Funding Account] or the Certificate Account; (ix) all amounts and property from time to time held in or credited to the Lock-Box Account, to the extent such amounts and property relate to the [Initial] Receivables; (x) any proceeds from recourse against Dealers (other than any Chargeback Obligations), including, without limitation, any Dealer Title Guaranties with respect to the [Initial] Receivables, with respect to the sale of the [Initial] Receivables; and (xi) the proceeds of any and all of the foregoing. [In addition, the Depositor shall cause the Policy to be issued to and delivered to the Trust for the benefit of the Class A Certificateholders.] (b) [Subject to the conditions set forth in Section 2.2(c) and the related Transfer Agreement, in consideration of the Trustee's delivery to or upon the order of the Depositor of the purchase price for the Subsequent Receivables, in each case as described below and set forth in the related Transfer Agreement, the Depositor shall on each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Certificateholders, without recourse, all right, title and interest of the Depositor in and to: (i) the Subsequent Receivables listed in Schedule A to the related Transfer Agreement and (A) with respect to any such Subsequent Receivables that are Precomputed Receivables, all monies received thereon on and after the related Subsequent Cutoff Date (including Scheduled Payments due or to become due thereon on and after the related Subsequent Cutoff Date and Scheduled Payments due prior to the related Subsequent Cutoff Date but received on or after the related Subsequent Cutoff Date), principal prepayments relating to Scheduled Payments due on or after the related Subsequent Cutoff Date but received by the Depositor or LBAC before the related Subsequent Cutoff Date, and any Payaheads received with respect to any payments due on such Receivable on or after the related Subsequent Cutoff Date (which Payaheads shall be held in the Payahead Account until the Collection Period in which such payments are actually due with respect to the related Receivable, at which time such Payaheads shall be applied as part of the Total Distribution Amount), (B) with respect to any such Subsequent Receivables that are Simple Interest Receivables, all monies received thereunder on and after the related Subsequent Cutoff Date (including Scheduled Payments due before the related Subsequent Cutoff Date but received by the Depositor or LBAC on or after the related Subsequent Cutoff Date) and (C) all Liquidation Proceeds and Recoveries received with respect to such Subsequent Receivables; (ii) the security interests in the related Financed Vehicles granted by the related Obligors pursuant to such Subsequent Receivables and any other interest of the Depositor in such Financed Vehicles, including, without limitation, the certificates of title and any other evidence of ownership with respect to such Financed Vehicles; (iii) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates or the VSI Policy, if any, relating to the related Financed Vehicles or the related Obligors, including any rebates and premiums; (iv) property (including the right to receive future Net Liquidation Proceeds) that secures a Subsequent Receivable and that has been acquired by or on behalf of the Seller Trust pursuant to the liquidation of such Subsequent Receivable; (xv) all the related Transfer Agreement, the Purchase Agreement and the Guaranty, including, without limitation, a direct right to cause LBAC to purchase Subsequent Receivables from the Trust upon the occurrence of a breach of any of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each contained in Section 3.2(b) of the Master Receivables Purchase Agreements and Agreement, or Section 4 of the related Receivables Transfer Agreement, or the failure of LBAC to timely comply with its obligations pursuant to Section 5.5 of the Purchase Agreement Supplements, after the related Cut-off DateAgreement; (xivi) on refunds for the Closing Datecosts of extended service contracts with respect to the related Financed Vehicles, one share refunds of Class SV Preferred Stock unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering a related Obligor or Financed Vehicle or his or her obligations with respect to a related Financed Vehicle and any recourse to Dealers for any of the Seller together foregoing; (vii) the Legal Files and the Receivable Files related to each such Subsequent Receivable and any and all other documents that LBAC keeps on file in accordance with its customary procedures relating to such Subsequent Receivables, the exclusive right related Obligors or the related Financed Vehicles; (viii) all amounts and property from time to vote time held in or credited to the Lock-Box Account, to the extent such shareamounts and property relate to such Subsequent Receivables; (ix) any proceeds from recourse against Dealers (other than any Chargeback Obligations), including, without limitation, any Dealer Title Guaranties with respect to such Subsequent Receivables, with respect to the sale of such Subsequent Receivables; and (xiix) all present and future claims, demands, causes and choses in action in respect the proceeds of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds .] [The purchase price to be paid by the Trust on each Subsequent Transfer Date for the Subsequent Receivables so sold shall be set forth in the related Transfer Agreement and shall be paid from monies released from the Pre-Funding Account pursuant to Section 4.19(b). Such purchase price shall equal the aggregate Principal Balance of such Subsequent Receivables as of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoingrelated Subsequent Cutoff Date.] (bc) [The Seller Depositor shall transfer to the Issuer Trustee the Subsequent Receivables and the other property and rights related thereto described in paragraph Section 2.2 (ab) above [only upon the prior written consent of the Certificate Insurer acting in its sole and absolute discretion] and the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date (if the Transfer Date is not also the Closing Date):: (i) the Seller Depositor shall have provided the Indenture Trustee, [the Administrator Certificate Insurer] and the Owner Trustee each Rating Agency with an Addition Notice not later than five days Business Days prior to such the related Subsequent Transfer Date and shall also have provided any information reasonably requested by any the Trustee [and the Certificate Insurer] with an electronic transmission of the foregoing with respect information on the related Subsequent Transfer Receivables set forth in such Addition Notice in a format acceptable to each of the Trustee [and the Certificate Insurer] no later than such fifth Business Day prior to the related ReceivablesSubsequent Transfer Date; (ii) the Seller Depositor shall have delivered to the Owner Trustee a duly an executed Transfer Agreement in substantially the form of Exhibit N hereto, which shall include supplements a list of the Subsequent Receivables so transferred attached thereto as Schedule A, and a copy thereof to Schedule A (which may be in electronic format), listing [the Receivables to be transferred to the IssuerCertificate Insurer and] each Rating Agency; (iii) the Servicer, Depositor shall have caused the Servicer to deposit in the Collection Account all collections on behalf or in respect of the Issuer, shall have delivered Subsequent Receivables (to the Indenture Trustee and the Administrator a supplemental schedule extent conveyed to the Series Supplement (which may be Trust as specified in electronic formatSection 2.2(b), listing the Receivables to be pledged ) received prior to the Indenture Trustee under the Indenturerelated Subsequent Transfer Date; (iv) the Seller shall, to the extent required by Section 4.2, Depositor shall have deposited in the Collection Account all Collections received after or caused to be deposited the related Cut-off Date in respect of Subsequent Spread Account Deposit into the Receivables Spread Account pursuant to be transferredSection 4.12; (v) as of each Subsequent Transfer Date, (A) neither the Seller shall not be Servicer nor the Depositor was insolvent and shall not become insolvent as a result nor will either of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not them have been made with actual intent to hinder, delay or defraud insolvent by such transfer nor is any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conductedthem aware of any pending insolvency; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect such addition will not result in a material adverse federal tax consequence to the Receivables to be transferred on such Transfer Date shall be true and correct Trust or the Certificateholders as evidenced by an Opinion of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer DateCounsel; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement Funding Period shall not have been sold to the Trust pursuant to this Agreementterminated; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller Depositor shall have delivered to the Indenture Trustee Trustee, [the Certificate Insurer] and the Administrator each Rating Agency an Officers’ Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified c) and in Section 5.4. It is the intention 5 of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant certifying that: (A) such sale of Subsequent Receivables by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 Depositor to the Issuer. The Seller hereby authorizes Trust on the Issuer date hereof was made in good faith for legitimate business purposes and was not made with intent to file such financing statements as it deems necessary hinder, delay or defraud any Person to which the Depositor has been, is or will become, on or after the date hereof, indebted; (B) the Depositor did not receive less than a reasonably equivalent value in connection with exchange for the security interest granted sale of the Subsequent Receivables by the Depositor to the Trustee on the related Subsequent Transfer Date pursuant to the preceding sentence.related Transfer Agreement; (C) the Depositor is not insolvent on the related Subsequent Transfer Date and will not become insolvent as a result of the sale of the Subsequent Receivables by the Depositor to the Trustee on the related Subsequent Transfer Date hereof pursuant to the related Transfer Agreement; (D) the Depositor is not engaged in a business or transaction, and is not about to engage in a business or transaction, for which any property remaining with the Depositor after such business or transaction would be an unreasonably small amount of capital; and (E) the Depositor has not incurred, and does not believe that it will incur, debts that would be beyond the Depositor's ability to pay as such debts mature; (ix) the Originator shall have delivered to the Trustee, the Certificate Insurer and each Rating Agency an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (c) Notwithstanding and in Section 5 of the provisions related Transfer Agreement and certifying that: (A) that such sale of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Subsequent Receivables from by the Seller Originator to the IssuerDepositor on the date hereof was made in good faith for legitimate business purposes and was not made with intent to hinder, delay or defraud any Person to which the Originator has been, is or will become, on or after the date hereof, indebted; (B) the Originator did not receive less than a reasonably equivalent value in exchange for the sale of the Subsequent Receivables by the Originator to the Depositor on the related Subsequent Transfer Date pursuant to the Purchase Agreement and the related Assignment; (C) the Originator is not insolvent on the related Subsequent Transfer Date and will not become insolvent as a result of the sale of the Subsequent Receivables by the Originator to the Depositor on the related Subsequent Transfer Date hereof pursuant to the Purchase Agreement and the related Assignment; (D) the Originator is not engaged in a business or transaction, and is not about to engage in a business or transaction, for which any property remaining with the Originator after such business or transaction would be an unreasonably small amount of capital; and (E) the Originator has not incurred, and does not believe that it will incur, debts that would be beyond the Originator's ability to pay as such debts mature; (x) the Depositor shall have delivered to each Rating Agency, [the Certificate Insurer] and the Trustee Opinions of Counsel with respect to the transfer of the Subsequent Receivables substantially in the form of the Opinions of Counsel delivered to each Rating Agency, the parties hereto agree that, other than Certificate Insurer and the conveyance of (i) the Receivables Trustee on the Closing Date regarding true sale, non-consolidation, perfection, and other such matters satisfactory in form and substance to each of the Certificate Insurer and the Trustee in its sole discretion; (iixi) any Eligible Substitute the Depositor shall have taken all action required to maintain the first perfected security interest (as defined in the UCC) of the Trust in the assets of the Trust; (xii) no selection procedures believed by the Depositor or the Originator to be adverse to the interests of the Certificateholders [or the Certificate Insurer] shall have been utilized in selecting the Subsequent Receivables; (xiii) the conveyance of the Subsequent Receivables on any date hereafter, the Seller shall not convey any result in a qualification, modification or withdrawal of the then-current ratings of the Class A Certificates; provided, that written confirmation of such ratings shall not be required from the Rating Agencies; (xiv) the Depositor shall have provided the Trustee with a supplement to the Schedule of Receivables setting forth the Subsequent Receivables to be transferred on such Subsequent Transfer Date; (xv) the Trust pursuant Depositor shall have caused a firm of independent accountants to this Agreement or any Transfer Agreement.deliver to the Trustee [and the Certificate Insurer] written confirmation that the Receivables, including the related Subsequent Receivables, meet the following criteria: (1) the weighted average remaining term of the Receivables wi

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Issuer’s 's delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller shall, from time to time, sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on Schedule A to the Schedule of Receivables related Transfer Agreement and all monies paid or payable thereon or in respect thereof after the related Cut-off Cutoff Date (including amounts due on or before such Cut-off the Cutoff Date but received by HSBC FinanceHAFC, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement Seller or the Seller Issuer on or after such Cut-off the Cutoff Date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement Seller against the Dealers pursuant to Dealer Agreements as a result of a breach of representation or warranty in the related Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such ReceivablesAgreement; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement as a result of a breach of representation or by an Alliance Relationship pursuant to an Alliance warranty in the related Dealer Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles;: (vi) any proceeds and the right to receive proceeds with respect to such Receivables from claims on any Insurance Policy physical damage, credit life or disability insurance policies, if any, covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables; (vii) all items contained in the related Receivables Files with respect to the Receivables; and any and all other documents that HAFI HAFC or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the ServicerHousehold Bank, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the Financed Vehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of the Seller Trust pursuant to liquidation of such Receivable; (x) all of the Seller’s 's right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI HAFC or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance CorporationHousehold Bank, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, on or after the related Cut-off Cutoff Date; (xi) on the Closing Dateinitial Transfer Date only, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such shareSeller; and (xii) all present and future claims, demands, causes and choses chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Issuer’s delivery to or upon the order of the The Seller on a Transfer Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller shall, from time to time, does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to except as expressly PROVIDED in the obligations set forth hereinSale and Servicing Agreement), all right, title and interest of the Seller in and to: (ia) each and every Receivable listed on the Schedule of Receivables A and all monies paid or payable thereon or in respect thereof after the related Cut-off Cutoff Date (including amounts due on or before such Cut-off the related Cutoff Date but received by HSBC Finance, the Servicer, HAFI HAFC (or any predecessor or Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement HAFC, as applicable) or the Seller on or after such Cut-off Datedate); (iib) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related such Receivables and any other interest of the Seller in such Financed Vehicles; (iiic) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement Seller against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (ivd) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreement; (ve) all rights of the Seller under any Service Contracts on the related Financed Vehicles; (vif) any proceeds and the right to receive proceeds with respect to such Receivables from claims on any Insurance Policy physical damage, credit life or disability insurance policies covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to such Receivables; (viig) all items contained in the related Receivables Files with respect to the Receivables; such Receivables and any and all other documents that HAFI or HAFC, any Affiliate of HAFI HAFC that is a the seller under a Master Receivables Purchase Agreement, the Seller Seller, Household Bank or the Master Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors related Financed Vehicles or the Financed VehiclesObligors; (viiih) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ixi) all property (including the right to receive future Net Liquidation Proceeds) that secures a each related Receivable and that has been acquired by or on behalf of the Seller or the Trust pursuant to liquidation of such Receivable; (xj) all of the Seller’s 's right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or HAFC, any Affiliate of HAFI HAFC that is a the seller under a Master Receivables Purchase Agreement or HSBC Household Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, on or after the related Cut-off Cutoff Date; (xik) on the Closing Dateinitial Transfer Date only, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xiil) all present and future claims, demands, causes and choses chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Issuer’s delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller shall, from time to time, sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on the Schedule of Receivables and all monies paid or payable thereon or in respect thereof after the related Cut-off Date (including amounts due on or before such Cut-off Date but received by HSBC Finance, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller after such Cut-off Date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to such Receivables from claims on any Insurance Policy covering the related Financed Vehicles or Obligors; (vii) all items contained in the related Receivables Files with respect to the Receivables; and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the Financed Vehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of the Seller pursuant to liquidation of such Receivable; (x) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in In consideration of the Issuer’s Trustee's delivery of Certificates in an aggregate principal amount equal to the Closing Date Certificate Balance to or upon the written order of the Seller on a Transfer Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder Seller, and the other amounts to be distributed from time to time subject to the Seller in accordance with the terms and conditions of this Agreement and the Series SupplementAgreement, the Seller shall, from time to time, does hereby sell, transfer, assign, set over and otherwise convey to the IssuerTrustee, on behalf of the Trust, in trust for the benefit of the Certificateholders, without recourse recourse, except as provided in Sections 2.6, 2.8(b) and 2.9 (subject to the obligations set forth herein), ): (a) all right, title and interest of the Seller in and to: (i) each and every Receivable to the Receivables listed on the Schedule of Receivables and all monies paid or payable thereon or in respect thereof after the related Cut-off Cutoff Date (including amounts due on or before such Cut-off the Cutoff Date but received by HSBC FinanceTriad, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement Seller or the Seller Servicer after the Cutoff Date) and all liquidation proceeds and Recoveries received with respect to such Cut-off Date)Receivables; (iib) all right, title and interest of the Seller in and to the security interests in the related Financed Vehicles granted by Obligors pursuant to the related Receivables and any other interest of the Seller in such Financed Vehicles; (iii) , including, without limitation, the certificates of title and all rights other evidence of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds ownership with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vic) all right, title and interest of the Seller in and to any Insurance Policies and any proceeds from any Insurance Policies relating to the Receivables, the Financed Vehicles or the Obligors thereunder, including rebates of unearned premiums; (d) all right, title and interest (but none of the obligations) of the Seller in and to the Purchase Agreement, including a direct right to receive proceeds cause Triad to purchase Receivables from the Trust under certain circumstances; (e) all right, title and interest of the Seller in and to refunds for the costs of extended service contracts with respect to such Receivables from claims on any Insurance Policy covering the related Financed Vehicles or ObligorsVehicles; (viif) all right, title and interest of Triad and the Seller against Dealers with respect to the Receivables, including any reserves or collateral established or posted by Dealers with respect to the Receivables; (g) all items contained in the Servicer Receivable File related Receivables Files with respect to the Receivables; and any each Receivable, and all other documents or electronic records that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, Triad keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the Financed Vehicles; (viiih) all funds on deposit amounts and property from time to time held in or credited to the Trust Accounts (including all investments Collection Account or to the extent such amounts and proceeds thereof)property relate to the Receivables; (ixi) all property (including the right to receive future Net Liquidation ProceedsRecoveries) that secures a Receivable and that has been acquired by or on behalf of the Seller Trust pursuant to liquidation of such Receivable; (x) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xiij) all present the payments on and future claims, demands, causes and choses in action in respect proceeds of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Issuer’s 's delivery to or upon the order of the Seller on the Series Closing Date or a Transfer Date (which may include the Closing Date) of the net proceeds from the sale of the issuance a Series of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the related Series Supplement, the Seller shall, from time to time, sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (i) each and every Receivable Receivables listed on Schedule II-A and Schedule II-B to the Series Supplement and Schedule of Receivables A to the related Transfer Agreement, if any, and all monies paid or payable thereon or in respect thereof after the Series Closing Date or the related Cut-off Transfer Date (including amounts due on or before such Cut-off the Cutoff Date but received by HSBC FinanceHAFC, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement Seller or the Seller Issuer on or after such Cut-off the Cutoff Date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related Receivables and any other interest of the Seller in such Financed Vehicles; ; (iii) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement Seller against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; Agreements; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement as a result of a breach of representation or by an Alliance Relationship pursuant to an Alliance warranty in the related Dealer Agreement; ; (v) all rights under any Service Contracts on the related Financed Vehicles; : (vi) any proceeds and the right to receive proceeds with respect to such Receivables from claims on any Insurance Policy physical damage, credit life or disability insurance policies covering the related Financed Vehicles or Obligors; , including rebates of insurance premiums relating to the Receivables; (vii) all items contained in the related Receivables Files with respect to the Receivables; and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, HAFC keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the Financed Vehicles; ; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); ; (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of the Seller Trust pursuant to liquidation of such Receivable; ; (x) all of the Seller’s 's right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, HAFC under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, on or after the related Cut-off Cutoff Date; ; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such shareSeller; and and (xii) all present and future claims, demands, causes and choses chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the Series Closing Date or the related Transfer Date (if the Transfer Date is not also the Closing Date):: (i) if the transfer is not on the Closing Date, the Seller shall have provided the Indenture Trustee, the Administrator Trustee and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date (which Addition Notice will designate the Series Trust Estate which the Receivables will be a part of, if any) and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Transfer Agreement or Series Supplement which shall include supplements to Schedule A a schedule (which may be in electronic format), listing the Receivables to be transferred to the Issuer; transferred; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Master Collection Account all Collections collections received after the related Cut-off Cutoff Date in respect of the Receivables to be transferred; ; (viv) as of the Series Closing Date and each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Datedate, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; ; (viv) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such the Series Closing Date or the related Transfer Date shall be true and correct as of the Series Closing Date or the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; ; (viivi) the Seller shall, at its own expense, on or prior to the Series Closing Date or the related Transfer Date indicate in its computer files that the Receivables identified in the Schedule to the Series Supplement or to the related Transfer Agreement have been sold to the Trust pursuant to this Agreement; ; (viiivii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain Estate and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, Trustee in the Series Trust Estate; ; (xviii) no selection procedures adverse to the interests of the Noteholders or any Support Provider related Series shall have been utilized in selecting the related Receivables; ; (xiix) the addition of any such Receivables shall not cause result in a material adverse tax consequence to the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; Noteholders; (xiix) if required by any of the related Series Related Documents, the Issuer Seller shall simultaneously transfer to the Administrator Indenture Trustee any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Series Closing Date or Transfer Date; and and (xiiixi) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ ' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property Series Trust Estate from the Seller to the Issuer and the beneficial interest in and title to such property the related Series Trust Estate shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller grant of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to for the Issuer. The Seller hereby authorizes benefit of the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentenceNoteholders. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Issuer’s delivery to or upon the order of the The Seller on a Transfer Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller shall, from time to time, does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to except as expressly provided in the obligations set forth hereinMaster Sale and Servicing Agreement), all right, title and interest of the Seller in and to: (i) : each and every Receivable listed on Schedule A to the Schedule of related Receivables Purchase Agreement Supplement and all monies paid or payable thereon or in respect thereof on or after the related Cut-off Cutoff Date (including amounts due on or before such Cut-off the related Cutoff Date but received by HSBC Finance, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller on or after such Cut-off Datedate); (ii) ; the security interests in the related Financed Vehicles granted by Obligors pursuant to the related such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) ; all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement Seller against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (iv) ; any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement Agreement, as a result of a breach of representation or by an Alliance Relationship pursuant to an Alliance warranty in the related Dealer Agreement; (v) ; all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) ; any proceeds and the right to receive proceeds with respect to such the related Receivables from claims on any Insurance Policy physical damage, credit life or disability insurance policies, if any, covering the related Financed Vehicles or Obligors; (vii) , including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; all items contained in the related Receivables Files with respect to the Receivables; such Receivables and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the related Financed Vehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all Vehicles or Obligor; property (including the right to receive future Net Liquidation Proceeds) that secures a each related Receivable and that has been acquired by or on behalf of the Seller HARC pursuant to liquidation of such Receivable; (x) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xii) all present and future claims, demands, causes and choses chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject No later than 2:00 p.m. on the fifth Business Day prior to each Purchase Date, the Seller shall deliver, or cause to be delivered, to the conditions set forth in paragraph (b) belowServicer a Purchase Notice. In the event that the Seller does not provide such notification, the Purchaser will have no obligation to purchase any Eligible Receivable on such Purchase Date. Upon receipt of a Purchase Notice, the Servicer, in consideration its sole discretion, as agent for the Purchaser, shall determine which, if any, of the Issuer’s delivery to or upon Eligible Receivables specified therein the order Purchaser shall purchase. In the event the Servicer determines (the determination of the Seller Servicer being conclusive in this regard) that any Receivables identified on a Transfer Date (which may include such notice are not Eligible Receivables, such Receivables shall not be eligible for sale on such Purchase Date. On each Purchase Date, following its selection, if any of Eligible Receivables, the Closing Date) of Servicer will determine the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller Purchase Price in accordance with the terms of this Agreement subsection (b) hereof. The Seller shall be obligated to execute and the Series Supplement, the Seller shall, from time to time, sell, transfer, assign, set over and otherwise convey deliver to the Issuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on the Schedule of Receivables and all monies paid or payable thereon or in respect thereof after the related Cut-off Date (including amounts due on or before such Cut-off Date but received by HSBC Finance, the Servicer, HAFI or any Affiliate of HAFI that is Purchaser a seller under a Master Receivables Purchase Agreement or the Seller after such Cut-off Date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds Assignment with respect to such Purchased Receivables repurchased by a Dealer pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to such Receivables from claims on any Insurance Policy covering the related Financed Vehicles or Obligors; (vii) all items contained in the related Receivables Files with respect to the Receivables; and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the Financed Vehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of the Seller pursuant to liquidation of such Receivable; (x) all initial Purchase Date and thereafter upon the written request of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of Purchaser. Notwithstanding the foregoing, including the Purchaser shall have no obligation to purchase Receivables from the Seller to the extent the aggregate Net Value of all proceeds Purchased Receivables (other than Defaulted Receivables) is in excess of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoingPurchase Commitment. (b) The Seller Purchase Price with respect to Purchased Receivables purchased on any Purchase Date shall transfer be an amount (not less than zero) equal to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the aggregate Net Value of such Purchased Receivables; minus (ii) the sum of (A) the Program Fee as of such Purchase Date; (B) the amount, if any, by which the amount in the Seller shall have provided Credit Reserve Account deposited hereunder (net of withdrawals required hereunder) is less than the Indenture TrusteeSpecified Credit Reserve Balance as of such Purchase Date (which amount will be the full Specified Credit Reserve Balance on the initial Purchase Date); (C) the amount, if any, by which the amount in the Offset Reserve Account deposited hereunder (net of withdrawals required hereunder) is less than the Specified Offset Reserve Balance as of such Purchase Date (which amount will be the full Specified Offset Reserve Balance on the initial Purchase Date); (D) the Net Administrative Fee due to the Servicer; and (E) the amount required to keep the Seller or its consolidated Subsidiaries in full and complete compliance with the Medicare Provider Agreement to the extent not already withheld. Following delivery of a duly executed Purchase Assignment, subject to the satisfaction of the conditions set forth in Section 3.2, the Administrator Purchaser shall, by withdrawal from the Purchase Account, (u) pay to the Seller the Purchase Price for all Purchased Receivables purchased on such Purchase Date, (v) deposit the Program Fee in the Equity Account, (w) make a deposit in the amount set forth in (B) above, if any, in the Seller Credit Reserve Account, (x) make a deposit in the amount set forth in (C) above, if any, in the Offset Reserve Account, (y) pay to the Servicer the Net Administrative Fee, and (z) pay to HCFA or any other appropriate party the Owner amount set forth in (E) above. In the event the Purchase Price is zero on any Purchase Date, the Purchaser shall only be required to make deposits specified in (w), (x), (y), and (z) above in an amount equal to the Net Value of such Purchased Receivables as of such Purchase Date, with priority being given in the foregoing order. In the event the Net Value of Purchased Receivables purchased on any Purchase Date is less than the Program Fee (including where no Receivables are purchased on such Purchase Date), in order to satisfy the Seller's obligation to pay the Program Fee on such Purchase Date, the Servicer shall cause (i) an amount equal to the Net Value of Purchased Receivables purchased on such Purchase Date to be deposited in the Equity Account; and (ii) the Trustee with to withdraw from the Seller Credit Reserve Account and deposit in the Equity Account, an Addition Notice not later than five days prior amount equal to the Program Fee on such Transfer Purchase Date and shall have provided any information reasonably requested by any minus the Net Value of Purchased Receivables purchased on such Purchase Date to the extent funds deposited hereunder (net of withdrawals required hereunder) in the Seller Credit Reserve Account are in excess of the foregoing with respect Specified Credit Reserve Balance. To the extent funds deposited hereunder (net of withdrawals required hereunder) in the Seller Credit Reserve Account do not exceed the Specified Credit Reserve Balance, in order to satisfy the Seller's obligation to pay the Program Fee on such Purchase Date (i) the Servicer shall cause an amount equal to the related Receivables; Net Value of Purchased Receivables purchased on such Purchase Date to be deposited in the Equity Account; and (ii) the Seller shall have delivered shall, without demand, pay to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred Purchaser an amount equal to the Issuer;Program Fee on such Purchase Date minus the Net Value of Purchased Receivables purchased on such Purchase Date and the Purchaser shall deposit such funds in the Equity Account. (iiic) the Servicer, on behalf Following payment of the IssuerPurchase Price on any Purchase Date, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may ownership of each Purchased Receivable will be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited vested in the Collection Account all Collections received after the related Cut-off Date Purchaser. The Seller shall not take any action inconsistent with such ownership and shall not claim any ownership interest in respect of the Receivables to be transferred; (v) as any Purchased Receivable. The Seller shall indicate in its Records that ownership of each Transfer DatePurchased Receivable is held by the Purchaser. In addition, (A) the Seller shall not be insolvent and shall not become insolvent as respond to any inquiries with respect to ownership of a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe Purchased Receivable by stating that it is no longer the owner of such Purchased Receivable and that ownership of such Purchased Receivable is held by the Purchaser. Documents (other than medical records, which shall incur debts that would be beyond its ability retained by the Seller) relating to pay as such debts mature, (C) such transfer the Purchased Receivables shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made be held in trust by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture TrusteeSubservicer, for the benefit of the NoteholdersPurchaser as the owner thereof, in the Series Trust Estate; (x) no selection procedures adverse and possession of any Required Information or incident relating to the interests Purchased Receivables so retained is for the sole purpose of facilitating the servicing of the Noteholders or any Support Provider shall have been utilized in selecting Purchased Receivables. Such retention and possession is at the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any will of the Related Documents, Purchaser and in a custodial capacity for the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any benefit of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase Purchaser only. To further evidence such Receivable from the Trustsale, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention request of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafterPurchaser, the Seller shall not convey any Receivables (i) ▇▇▇▇ conspicuously each invoice evidencing each Purchased Receivable with a legend, acceptable to the Trust pursuant Purchaser, evidencing that the Purchaser has purchased all right and title thereto and interest therein as provided in this Agreement; (ii) ▇▇▇▇ its master data processing records evidencing such Purchased Receivables with such legend; and (iii) send notification to this Agreement or any Transfer AgreementPayors as to the transfer of such interest in the Purchased Receivables.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Issuer’s delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller shall, from time to time, sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on the Schedule Schedules of Receivables and all monies paid or payable thereon or in respect thereof after the related Cut-off Cutoff Date (including amounts due on or before such Cut-off Cutoff Date but received by HSBC Finance, the Servicer, HAFI HAFC or any Affiliate of HAFI HAFC that is a seller under a Master Receivables Purchase Agreement or the Seller after such Cut-off Cutoff Date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement Seller against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to such Receivables from claims on any Insurance Policy physical damage, credit life or disability insurance policies covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables; (vii) all items contained in the related Receivables Files with respect to the Receivables; and any and all other documents that HAFI HAFC or any Affiliate of HAFI HAFC that is a seller under a Master Receivables Purchase Agreement, the Seller or the Master Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the Financed Vehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of the Seller pursuant to liquidation of such Receivable; (x) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI HAFC or any Affiliate of HAFI HAFC that is a seller under a Master Receivables Purchase Agreement or HSBC Household Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Cutoff Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date Date: (i) if the Transfer Date is not also the Closing Date): (i) , the Seller shall have provided the Indenture Trustee, the Administrator Owner Trustee and the Owner Trustee Insurer with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement and to the Insurer a copy of such Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Master Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator Insurer a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections collections received after the related Cut-off Cutoff Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture TrusteeTrustee or the Insurer (for so long as it is the Controlling Party), advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture TrusteeTrustee or the Insurer (for so long as it is the Controlling Party), advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the NoteholdersNoteholders and the Insurer, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause result in a material adverse tax consequence to the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposesNoteholders; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator Indenture Trustee any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator Insurer an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, Receivables and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables Receivable from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafterDate, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer AgreementAgreement without the prior written consent of the Insurer.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Issuer’s delivery to or upon the order of the The Seller on a Transfer Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller shall, from time to time, does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to except as expressly PROVIDED in the obligations set forth hereinSale and Servicing Agreement), all right, title and interest of the Seller in and to: (ia) each and every Receivable listed on the Schedule of Receivables A and all monies paid or payable thereon or in respect thereof on or after the related Cut-off Cutoff Date (including amounts due on or before such Cut-off the related Cutoff Date but received by HSBC Finance, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller on or after such Cut-off Datedate); (iib) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related such Receivables and any other interest of the Seller in such Financed Vehicles; (iiic) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement Seller against the Dealers pursuant to Dealer Agreements or Agreements, Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (ivd) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement as a result of a breach of representation or by an Alliance Relationship pursuant to an Alliance warranty in the related Dealer Agreement; (ve) all rights under any Service Contracts on the related Financed Vehicles; (vif) any proceeds and the right to receive proceeds with respect to such Receivables from claims on any Insurance Policy physical damage, credit life or disability insurance policies, if any, covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables; (viig) all items contained in the related Receivables Files with respect to the Receivables; such Receivables and any and all other documents that HAFI HAFC on or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the ServicerHousehold Bank, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors related Financed Vehicles or the Financed VehiclesObligors; (viiih) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ixi) all property (including the right to receive future Net Liquidation Proceeds) that secures a each related Receivable and that has been acquired by or on behalf of the Seller pursuant to liquidation of such Receivable; (xj) all of the Seller’s Sellers right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements Agreement and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI HAFC or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance CorporationHousehold Bank, as applicable, under each of the Master Receivables Purchase Agreements Agreement and the related Receivables Purchase Agreement Supplements, on or after the related Cut-off Cutoff Date; (xik) on the Closing Dateinitial Transfer Date only, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such shareSeller; and (xiil) all present and future claims, demands, causes and choses chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance 3 proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in In consideration of the Issuer’s Purchaser's delivery to or upon the order of the Seller on a Transfer any Funding Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series SupplementPurchase Price therefor, the Seller shall, from time to time, does hereby sell, transfer, assign, set over and otherwise convey to the IssuerPurchaser, without recourse (subject to the obligations set forth herein), ) all right, title and interest of the Seller in Seller, whether now existing or hereafter arising, in, to and tounder: (i) the Receivables listed in Schedule A to each Assignment executed and every Receivable listed on the Schedule of Receivables and all monies paid or payable thereon or in respect thereof after the related Cut-off Date (including amounts due on or before such Cut-off Date but received delivered by HSBC Finance, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller after on such Cut-off Funding Date); (ii) all monies received under the Receivables on and after the related Cutoff Date and all Net Liquidation Proceeds received with respect to the Receivables on and after the related Cutoff Date; (iii) the security interests in the related Financed Vehicles and any accessions thereto granted by Obligors pursuant to the related Receivables Contracts and any other interest of the Seller in such Financed Vehicles; (iii) all rights , including, without limitation, the certificates of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related title or, with respect to such ReceivablesReceivables that finance a vehicle in the States listed in ANNEX B, other evidence of title issued by the applicable Department of Motor Vehicles or similar authority in such States, with respect to such Financed Vehicles; (iv) any proceeds and from claims on any Receivables Insurance Policies or certificates relating to the right to receive proceeds with respect to such Financed Vehicles securing the Receivables repurchased by a Dealer pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreementthe Obligors thereunder; (v) all proceeds from recourse against Dealers or Consumer Lenders with respect to the Receivables and all other rights (but none of the obligations) of the Seller under any Service Contracts on the related Financed Vehiclesagreements with Dealers or Consumer Lenders; (vi) any proceeds and refunds for the right to receive proceeds costs of extended service contracts with respect to such Receivables from claims on any Insurance Policy covering the related Financed Vehicles securing the Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or Obligorscertificates covering an Obligor or Financed Vehicle under a Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers or Consumer Lenders for any of the foregoing; (vii) all items contained in the Receivable File related Receivables Files with respect to the Receivables; and any each Receivable and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Receivables for Obligors or of the Financed Vehicles; (viii) all funds on deposit amounts and property from time to time held in or credited to the Trust Accounts (including all investments and proceeds thereof)Collection Account or the Lockbox Account; (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of the Seller or the Purchaser pursuant to a liquidation of such Receivable; (x) all of the Seller’s rightproceeds from any Servicer's errors and omissions policy or fidelity bond, title and interest in its rights and benefitsto the extent such proceeds relate to any Receivable, but none of its obligations Financed Vehicle or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such shareother Collateral; and (xiixi) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer Purchaser the Receivables and the other property and rights related thereto Other Conveyed Property described in paragraph PARAGRAPH (a) above only upon the satisfaction of each of the following conditions set forth below on or prior to the related Transfer Funding Date. In addition to constituting conditions precedent to any purchase hereunder and under each Assignment, the following shall also be conditions precedent to any Advance on any Funding Date (if under the Transfer Date is not also terms of the Closing Date):applicable Note Purchase Agreement: (i) the Seller shall have provided the Indenture Purchaser, Trustee, the Administrator applicable Note Purchaser and the Owner Trustee applicable Noteholders with (A) an Addition Notice not substantially in the form of EXHIBIT G hereto (which shall include a supplement to the Schedule of Receivables) and (B) a data tape or other electronic file containing information regarding the Related Receivables in the form of EXHIBIT H hereto to be transferred on such Funding Date (the "DATA TAPE FIELDS") no later than five days 2:00 p.m. (New York City time) four (4) Business Days prior to such Transfer Funding Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Issuer, the Servicer and the Related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2SECTION 4.2 of this Agreement, have deposited in the Collection Account all Collections collections received on and after the related Cut-off Cutoff Date in respect of the Related Receivables to be transferredpurchased on such Funding Date; (viii) as of each Transfer Funding Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Related Receivables on such Transfer Funding Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as then conducted; (iv) if such Funding Date is a Class A Funding Date, the Class A Facility Termination Date shall not have occurred; (v) if such Funding Date is a Class B Funding Date, the Class B Facility Termination Date shall not have occurred; (vi) the Servicer shall have established a Lockbox Account acceptable to the Controlling Note Purchaser; (vii) each of the representations and warranties made by the Seller pursuant to Section SECTION 3.1 and the other Basic Documents with respect to the Related Receivables to be transferred purchased on such Transfer Funding Date shall be true and correct as of the related Transfer Date, Funding Date and the Seller shall have performed all obligations to be performed by it hereunder or in any Assignment on or prior to such Transfer Funding Date; (viiviii) the Seller shall, at its own expense, on or prior to the Transfer Date Funding Date, indicate in its computer files that the Related Receivables identified in the Transfer Agreement to be purchased on such Funding Date have been sold to the Trust Purchaser pursuant to this AgreementAgreement or an Assignment, as applicable, and have been pledged by the Purchaser to the Trustee for the benefit of the Note Purchasers and the Noteholders under the Indenture; (viiiix) the Seller shall have taken any all action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain (A) the first priority perfected ownership interest of the Trust Purchaser in the Owner Trust Estate; Related Receivables and Other Conveyed Property, (ixB) subject to the Issuer shall have taken any action necessary orterms and provisions of the Intercreditor Agreement, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, Trustee in the Collateral for the benefit of the Note Purchasers and the Noteholders, (C) the first priority perfected security interest of the Trustee in the Series Trust EstatePledged Subordinate Securities for the benefit of the Class B Note Purchasers and the Class B Noteholders, and (D) subject to the terms and provisions of the Intercreditor Agreement, the second priority perfected security interest of the UBS Indenture Trustee in the Bear Cross Collateral (subject only to the Lien granted pursuant to Granting Clause I of the Indenture) for the benefit of the Class B note purchasers and the Class B noteholders under the UBS Basic Documents; (x) no selection procedures adverse to the interests of the Noteholders any Note Purchaser or any Support Provider Noteholder shall have been utilized in selecting the related ReceivablesRelated Receivables to be sold on such Funding Date; (xi) the addition of any such Related Receivables to be purchased on such Funding Date shall not cause result in a material adverse tax consequence to any Noteholder, any Note Purchaser or the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposesPurchaser; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to each Noteholder, the Indenture Trustee applicable Note Purchaser and the Administrator Trustee an Officers’ ' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that ; (xiii) if such Funding Date is a Class A Funding Date, no Class A Funding Termination Event, Servicer Termination Event, or any event that, with the giving of notice or the passage of time, or both, would constitute a Class A Funding Termination Event or Servicer Termination Event, shall have occurred and be continuing; (xiv) if such Funding Date is a Class B Funding Date, no Class B Funding Termination Event, Servicer Termination Event, or any event that, with the giving of notice or the passage of time, or both, would constitute a Class B Funding Termination Event or Servicer Termination Event, shall have occurred and be continuing; (xv) the Trustee shall have confirmed receipt of the related Receivable File for each Related Receivable included in the event any of applicable Borrowing Base calculation and shall have delivered an original Trust Receipt to the foregoing conditions precedent are not satisfied Controlling Note Purchaser and a copy thereof to the applicable Noteholders and the other Note Purchasers with respect to the Receivable Files related to the Related Receivables to be purchased on such Funding Date; (xvi) the Seller shall have filed or caused to be filed all necessary UCC-l financing statements (or amendments thereto) necessary to maintain (in each case assuming for purposes of this clause (xvi) that such perfection may be achieved by making the appropriate filings), and taken any Receivable on other steps necessary to maintain, (A) the date required as specified abovefirst priority perfected ownership interest of Purchaser and (B) subject to the terms and provisions of the Intercreditor Agreement, the Seller will immediately repurchase such Receivable from first priority, perfected security interest of the TrustTrustee for the benefit of the Note Purchasers and the Noteholders, at a price equal with respect to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer Related Receivables and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from and the Collateral, respectively, to be transferred on such Funding Date; (xvii) the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by have filed or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not caused to be a sale, this Agreement and the related Transfer Agreement and filed all necessary UCC-l financing statements described (or amendments thereto) necessary to maintain (in each case assuming for purposes of this Agreementclause (xvii) that such perfection may be achieved by making the appropriate filings), shall constitute a Grant by and taken any other steps necessary to maintain, (A) the Seller of a valid and continuing first priority perfected security interest in of the property referred to in this Section 2.1 Trustee for the benefit of the Class B Note Purchasers and the Class B Noteholders, with respect to the Issuer. The Seller hereby authorizes Pledged Subordinate Securities and (B) subject to the Issuer to file such financing statements as it deems necessary in connection with terms and provisions of the Intercreditor Agreement, the second priority perfected security interest granted of the UBS Indenture Trustee for the benefit of the Class B note purchasers and the Class B noteholders under the UBS Basic Documents, with respect to the Bear Cross Collateral (subject only to the Lien created pursuant to Granting Clause I of the preceding sentence.Indenture); (cxviii) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall have executed and delivered an Assignment in the form of EXHIBIT F with respect to such Related Receivables and the Other Conveyed Property related thereto; (xix) each of the conditions precedent to such Advance set forth in this Agreement, the Indenture and the applicable Note Purchase Agreement shall have been satisfied; (xx) if such Funding Date is a Class A Funding Date, such Class A Funding Date shall not convey occur in the same calendar week as any Receivables to prior Class A Funding Date; (xxi) if such Funding Date is a Class B Funding Date, such Class B Funding Date shall also be a Class A Funding Date and no more than two Class B Funding Dates shall occur during any one calendar month; and (xxii) if such Funding Date is a Class B Funding Date, such Class B Funding Date shall not be a funding date for the Trust pursuant to this Agreement or any Transfer AgreementClass B notes issued under the UBS Warehouse Facility.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Issuer’s delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller shall, from time to time, sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on the Schedule Schedules of Receivables and all monies paid or payable thereon or in respect thereof after the related Cut-off Cutoff Date (including amounts due on or before such Cut-off Cutoff Date but received by HSBC FinanceHFC, the Master Servicer, HAFI HAFC or any Affiliate of HAFI HAFC that is a seller under a Master Receivables Purchase Agreement or the Seller after such Cut-off Cutoff Date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFI HAFC or any Affiliate of HAFI HAFC that is the seller under a Master Receivables Purchase Agreement against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to such Receivables from claims on any Insurance Policy physical damage, credit life or disability insurance policies covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables; (vii) all items contained in the related Receivables Files with respect to the Receivables; and any and all other documents that HAFI HAFC or any Affiliate of HAFI HAFC that is a seller under a Master Receivables Purchase Agreement, the Seller or the Master Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the Financed Vehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of the Seller pursuant to liquidation of such Receivable; (x) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI HAFC or any Affiliate of HAFI HAFC that is a seller under a Master Receivables Purchase Agreement or HSBC Household Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Cutoff Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date Date: (i) if the Transfer Date is not also the Closing Date): (i) , the Seller shall have provided the Indenture Trustee, the Administrator Owner Trustee and the Owner Trustee Insurer with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement and to the Insurer a copy of such Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Master Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator Insurer a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections collections received after the related Cut-off Cutoff Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture TrusteeTrustee or the Insurer (for so long as it is the Controlling Party), advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture TrusteeTrustee or the Insurer (for so long as it is the Controlling Party), advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the NoteholdersNoteholders and the Insurer, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause result in a material adverse tax consequence to the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposesNoteholders; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator Indenture Trustee any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator Insurer an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, Receivables and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables Receivable from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafterDate, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer AgreementAgreement without the prior written consent of the Insurer.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in In consideration of the IssuerPurchaser’s delivery to or upon the order of the Seller on a Transfer any Funding Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series SupplementPurchase Price therefor, the Seller shall, from time to time, does hereby sell, transfer, assign, set over and otherwise convey to the IssuerPurchaser, without recourse (subject to the obligations set forth herein), ) all right, title and interest of the Seller in Seller, whether now existing or hereafter arising, in, to and tounder: (i) each and every Receivable the Receivables listed on in the Schedule of Receivables and all monies paid or payable thereon or in respect thereof after the related Cut-off Date (including amounts due on or before such Cut-off Date but received by HSBC Finance, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller after such Cut-off Date)from time to time; (ii) Timeshare Loans relating to the security interests in Receivables and all monies received under the Receivables and the Timeshare Loans on and after the related Financed Vehicles granted by Obligors pursuant Cutoff Date and all Net Liquidation Proceeds received with respect to the related Receivables and any other interest of the Seller in such Financed VehiclesTimeshare Loans after the related Cutoff Date; (iii) with respect to any Timeshare Loan, all rights of HAFI the Seller’s interest in the Timeshare Property arising under or any Affiliate of HAFI that is in connection with the seller under a Master Receivables Purchase Agreement against related Mortgage, Financing Agreement, Oak N’ Spruce Certificate and the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such ReceivablesTimeshare Loan Documents; (iv) any proceeds all other security interests or liens and the right property subject thereto from time to receive proceeds time purporting to secure payment of such Timeshare Loan, together with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement or all mortgages, assignments and financing statements signed by an Alliance Relationship pursuant to an Alliance AgreementObligor describing any collateral securing such Timeshare Loan; (v) all rights under guarantees, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Timeshare Loan and all proceeds thereof (including, but not limited to, any Service Contracts on insurance proceeds to the related Financed Vehiclesextent they are not used to rebuild or repair a Unit); (vi) any proceeds and the right to receive proceeds with respect to such Receivables from claims on any Insurance Policy covering the related Financed Vehicles or ObligorsReserved; (vii) all items contained in the Timeshare Loan File related Receivables Files with respect to the Receivables; and any each Receivable and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreementsecurity and books, the Seller or the Servicer, as applicable, keeps on file in accordance with its customary procedures records and computer tapes relating to the related Receivables, the Obligors or the Financed Vehiclesforegoing; (viii) all funds on deposit amounts and property from time to time held in or credited to the Trust Accounts (including all investments and proceeds thereof)Collection Account or the Lockbox Account; (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of the Seller Purchaser pursuant to a liquidation of such Receivable; (x) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xiix) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer Purchaser the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions set forth below on or prior to the related Transfer Funding Date. In addition to constituting conditions precedent to any purchase hereunder and under each Assignment, the following shall also be conditions precedent to any Advance on any Funding Date (if under the Transfer Date is not also terms of the Closing Date):Note Purchase Agreement: (i) the Seller shall have provided the Indenture TrusteePurchaser, the Administrator Trustee and the Owner Trustee Noteholder with an Addition Notice substantially in the form of Exhibit D hereto (which shall include supplements to the Schedule of Receivables) not later than five days three Business Days prior to such Transfer Funding Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.24.2 of this Agreement, have deposited in the Collection Account all Collections collections received after the related Cut-off Cutoff Date in respect of the Related Receivables to be transferredpurchased on such Funding Date; (viii) as of each Transfer Funding Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Related Receivables on such Transfer Funding Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as then conducted; (iv) the Facility Termination Date shall not have occurred; (v) the Servicer shall have established one or more Lockbox Accounts acceptable to the Noteholder; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 and the other Basic Documents with respect to the Related Receivables to be transferred purchased on such Transfer Funding Date shall be true and correct as of the related Transfer Date, Funding Date and the Seller shall have performed all obligations to be performed by it hereunder or in any Assignment on or prior to such Transfer Funding Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date Funding Date, indicate in its computer files that the Related Receivables identified in the Transfer Agreement to be purchased on such Funding Date have been sold to the Trust Purchaser pursuant to this AgreementAgreement or an Assignment, as applicable; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain (i) the first priority perfected ownership interest of the Trust Purchaser in the Owner Trust Estate; Related Receivables and Other Conveyed Property and (ixii) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, Trustee in the Series Trust EstateCollateral; (xix) no selection procedures adverse to the interests of the Noteholders or any Support Provider Noteholder shall have been utilized in selecting the related ReceivablesRelated Receivables to be sold on such Funding Date; (xix) the addition of any such Related Receivables to be purchased on such Funding Date shall not cause result in a material adverse tax consequence to the Trust to be treated as an association Noteholder or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposesPurchaser; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiiixi) the Seller shall have delivered to the Indenture Trustee Noteholder and the Administrator Trustee an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b); (xii) no Funding Termination Event, Servicer Termination Event, Event of Default or any event that, with the giving of notice or the passage of time, would constitute a Funding Termination Event, or Servicer Termination Event or Event of Default, shall have occurred and be continuing; (xiii) the Custodian shall have confirmed receipt of the related Timeshare Loan File (with the exception of the original mortgagee title insurance policy or master policy referencing each Timeshare Loan and covering Silverleaf Resorts, Inc., its successors and assigns, which shall be delivered by the Escrow Agent within 90 days of the related Funding Date, except with respect to any Non-Titled Loans, as described in Section 3.1(a)(xxvii) below), for each Related Receivable included in the Borrowing Base calculation and shall have delivered a copy to the Noteholder, the Servicer and the Trustee of a Trust Receipt with respect to the Timeshare Loan Files related to the Related Receivables to be purchased on such Funding Date; (xiv) the Seller shall have filed or caused to be filed all necessary UCC-l financing statements (or amendments thereto) necessary to maintain (in each case assuming for purposes of this clause (xiv) that such perfection may be achieved by making the appropriate filings), or taken any other steps necessary to maintain, (1) the first, priority, perfected ownership interest of Purchaser and (2) the first priority, perfected security interest of the Trustee, with respect to the Related Receivables and Other Conveyed Property and the Collateral, respectively to be transferred on such Funding Date; (xv) the Seller shall have executed and delivered to the Purchaser and the Noteholder an Assignment in the form of Exhibit C; (xvi) the Noteholder Excess Principal Event Date shall not have occurred; (xvii) each of the Escrow Agent and Custodian shall have delivered its respective certifications in accordance with the Escrow Agreement; (xviii) each of the conditions precedent to such Advance set forth in the Indenture and the Note Purchase Agreement shall have been satisfied; and (xix) the Structuring Fee shall have been paid to the Noteholder in full. The Unless waived by the Noteholder in writing, the Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Related Receivable on the date required as specified above, the Seller will immediately repurchase such Related Receivable from the TrustPurchaser, at a price equal to the Repurchase Purchase Amount thereof, in the manner specified in Section 5.43.2 and Section 4.7. It is The Trustee may rely on the intention accuracy of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted Officers’ Certificate delivered pursuant to the preceding sentenceitem (xi) above without independent inquiry or verification. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Issuer’s delivery to or upon the order of the The Seller on a Transfer Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller shall, from time to time, does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to except as expressly PROVIDED in the obligations set forth hereinSale and Servicing Agreement), all right, title and interest of the Seller in and to: (ia) each and every Receivable listed on the Schedule of Receivables A and all monies paid or payable thereon or in respect thereof after the related Cut-off Cutoff Date (including amounts due on or before such Cut-off the related Cutoff Date but received by HSBC Finance, the Servicer, HAFI HAFC (or any predecessor or Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement HAFC, as applicable) or the Seller on or after such Cut-off Datedate); (iib) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related such Receivables and any other interest of the Seller in such Financed Vehicles; (iiic) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement Seller against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (ivd) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreement; (ve) all rights of the Seller under any Service Contracts on the related Financed Vehicles; (vif) any proceeds and the right to receive proceeds with respect to such Receivables from claims on any Insurance Policy physical damage, credit life or disability insurance policies covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to such Receivables; (viig) all items contained in the related Receivables Files with respect to the Receivables; such Receivables and any and all other documents that HAFI or HAFC, any Affiliate of HAFI HAFC that is a seller under a Master Receivables Purchase Agreement, the Seller or the Master Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors related Financed Vehicles or the Financed Vehicles; (viii) all Obligors;all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ixh) all property (including the right to receive future Net Liquidation Proceeds) that secures a each related Receivable and that has been acquired by or on behalf of the Seller or the Trust pursuant to liquidation of such Receivable; (xi) all of the Seller’s 's right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or HAFC, any Affiliate of HAFI HAFC that is a the seller under a Master Receivables Purchase Agreement or HSBC Household Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, on or after the related Cut-off Cutoff Date; (xij) on the Closing Dateinitial Transfer Date only, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xiik) all present and future claims, demands, causes and choses chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in In consideration of the Issuer’s Purchaser's delivery to or upon the order of the Seller on a Transfer any Funding Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series SupplementPurchase Price therefor, the Seller shall, from time to time, does hereby sell, transfer, assign, set over and otherwise convey to the IssuerPurchaser, without recourse (subject to the obligations set forth herein), ) all right, title and interest of the Seller in Seller, whether now existing or hereafter arising, in, to and tounder: (i) the Receivables listed in Schedule A to each Assignment executed and every Receivable listed on the Schedule of Receivables and all monies paid or payable thereon or in respect thereof after the related Cut-off Date (including amounts due on or before such Cut-off Date but received delivered by HSBC Finance, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller after on such Cut-off Funding Date); (ii) all monies received under the Receivables on and after the related Cutoff Date and all Net Liquidation Proceeds received with respect to the Receivables on and after the related Cutoff Date; (iii) the security interests in the related Financed Vehicles and any accessions thereto granted by Obligors pursuant to the related Receivables Contracts and any other interest of the Seller in such Financed Vehicles; (iii) all rights , including, without limitation, the certificates of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related title or, with respect to such ReceivablesReceivables that finance a vehicle in the States listed in ANNEX B, other evidence of title issued by the applicable Department of Motor Vehicles or similar authority in such States, with respect to such Financed Vehicles; (iv) any proceeds and from claims on any Receivables Insurance Policies or certificates relating to the right to receive proceeds with respect to such Financed Vehicles securing the Receivables repurchased by a Dealer pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreementthe Obligors thereunder; (v) all proceeds from recourse against Dealers or Consumer Lenders with respect to the Receivables and all other rights (but none of the obligations) of the Seller arising out of or with respect to the Receivables under any Service Contracts on the related Financed Vehiclesagreements with Dealers or Consumer Lenders; (vi) any proceeds and refunds for the right to receive proceeds costs of extended service contracts with respect to such Receivables from claims on any Insurance Policy covering the related Financed Vehicles securing the Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or Obligorscertificates covering an Obligor or Financed Vehicle under a Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers or Consumer Lenders for any of the foregoing; (vii) all items contained in the Receivable File related Receivables Files with respect to the Receivables; and any each Receivable and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Receivables for Obligors or of the Financed Vehicles; (viii) all funds on deposit amounts and property from time to time held in or credited to the Trust Accounts (including all investments and proceeds thereof)Collection Account or the Lockbox Accounts; (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of the Seller or the Purchaser pursuant to a liquidation of such Receivable; (x) all of the Seller’s rightproceeds from any Servicer's errors and omissions policy or fidelity bond, title and interest in its rights and benefitsto the extent such proceeds relate to any Receivable, but none of its obligations Financed Vehicle or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Dateother Collateral; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such shareeach TFC Assignment; and (xii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer Purchaser the Receivables and the other property and rights related thereto Other Conveyed Property described in paragraph PARAGRAPH (aA) above only upon the satisfaction of each of the following conditions set forth below on or prior to the related Transfer Funding Date. In addition to constituting conditions precedent to any purchase hereunder and under each Assignment, the following shall also be conditions precedent to any Advance on any Funding Date (if under the Transfer Date is not also terms of the Closing Date):applicable Note Purchase Agreement: (i) the Seller shall have provided the Indenture Purchaser, Trustee, the Administrator applicable Note Purchaser and the Owner Trustee applicable Noteholders with an Addition Notice substantially in the form of EXHIBIT G hereto (which shall include a supplement to the Schedule of Receivables) not later than five days three (3) Business Days prior to such Transfer Funding Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Issuer, the Servicer and the Related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2SECTION 4.2 of this Agreement, have deposited in the Collection Account all Collections collections received on and after the related Cut-off Cutoff Date in respect of the Related Receivables to be transferredpurchased on such Funding Date; (viii) as of each Transfer Funding Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Related Receivables on such Transfer Funding Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as then conducted; (iv) if such Funding Date is a Class A Funding Date, the Class A Facility Termination Date shall not have occurred; (v) if such Funding Date is a Class B Funding Date, the Class B Facility Termination Date shall not have occurred; (vi) the Servicer shall have established one or more Lockbox Accounts acceptable to the Controlling Note Purchaser; (vii) each of the representations and warranties made by the Seller pursuant to Section SECTION 3.1 and the other Basic Documents with respect to the Related Receivables to be transferred purchased on such Transfer Funding Date shall be true and correct as of the related Transfer Date, Funding Date and the Seller shall have performed all obligations to be performed by it hereunder or in any Assignment on or prior to such Transfer Funding Date; (viiviii) the Seller shall, at its own expense, on or prior to the Transfer Date Funding Date, indicate in its computer files that the Related Receivables identified in the Transfer Agreement to be purchased on such Funding Date have been sold to the Trust Purchaser pursuant to this AgreementAgreement or an Assignment, as applicable, and have been pledged by the Purchaser to the Trustee for the benefit of the Note Purchasers and the Noteholders under the Indenture; (viiiix) the Seller shall have taken any all action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain (A) the first priority perfected ownership interest of the Trust Purchaser in the Owner Trust Estate; Related Receivables and Other Conveyed Property, (ixB) subject to the Issuer shall have taken any action necessary orterms and provisions of the Intercreditor Agreement, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, Trustee in the Collateral for the benefit of the Note Purchasers and the Noteholders, (C) the first priority perfected security interest of the Trustee in the Series Trust EstatePledged Subordinate Securities for the benefit of the Class B Note Purchasers and the Class B Noteholders, and (D) subject to the terms and provisions of the Intercreditor Agreement, the second priority perfected security interest of the Bear Indenture Trustee in the UBS Cross Collateral (subject only to the Lien granted pursuant to Granting Clause I of the Indenture) for the benefit of the Class B note purchasers and the Class B noteholders under the Bear Basic Documents; (x) no selection procedures adverse to the interests of the Noteholders any Note Purchaser or any Support Provider Noteholder shall have been utilized in selecting the related ReceivablesRelated Receivables to be sold on such Funding Date; (xi) the addition of any such Related Receivables to be purchased on such Funding Date shall not cause result in a material adverse tax consequence to any Noteholder, any Note Purchaser or the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposesPurchaser; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to each Noteholder, the Indenture Trustee applicable Note Purchaser and the Administrator Trustee an Officers’ ' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that ; (xiii) if such Funding Date is a Class A Funding Date, no Class A Funding Termination Event, Servicer Termination Event, or any event that, with the giving of notice or the passage of time, or both, would constitute a Class A Funding Termination Event or Servicer Termination Event, shall have occurred and be continuing; (xiv) if such Funding Date is a Class B Funding Date, no Class B Funding Termination Event, Servicer Termination Event, or any event that, with the giving of notice or the passage of time, or both, would constitute a Class B Funding Termination Event or Servicer Termination Event, shall have occurred and be continuing; (xv) the Trustee shall have confirmed receipt of the related Receivable File for each Related Receivable included in the event any of applicable Borrowing Base calculation and shall have delivered an original Trust Receipt to the foregoing conditions precedent are not satisfied Controlling Note Purchaser and a copy thereof to the applicable Noteholders and the other Note Purchasers with respect to the Receivable Files related to the Related Receivables to be purchased on such Funding Date; (xvi) the Seller shall have filed or caused to be filed all necessary UCC-l financing statements (or amendments thereto) necessary to maintain (in each case assuming for purposes of this clause (xvi) that such perfection may be achieved by making the appropriate filings), and taken any Receivable on other steps necessary to maintain, (A) the date required as specified abovefirst priority perfected ownership interest of Purchaser and (B) subject to the terms and provisions of the Intercreditor Agreement, the Seller will immediately repurchase such Receivable from first priority, perfected security interest of the TrustTrustee for the benefit of the Note Purchasers and the Noteholders, at a price equal with respect to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer Related Receivables and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from and the Collateral, respectively, to be transferred on such Funding Date; (xvii) the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by have filed or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not caused to be a sale, this Agreement and the related Transfer Agreement and filed all necessary UCC-l financing statements described (or amendments thereto) necessary to maintain (in each case assuming for purposes of this Agreementclause (xvii) that such perfection may be achieved by making the appropriate filings), shall constitute a Grant by and taken any other steps necessary to maintain, (A) the Seller of a valid and continuing first priority perfected security interest in of the property referred to in this Section 2.1 Trustee for the benefit of the Class B Note Purchasers and the Class B Noteholders, with respect to the Issuer. The Seller hereby authorizes Pledged Subordinate Securities and (B) subject to the Issuer to file such financing statements as it deems necessary in connection with terms and provisions of the Intercreditor Agreement, the second priority perfected security interest granted of the Bear Indenture Trustee for the benefit of the Class B note purchasers and the Class B noteholders under the Bear Basic Documents, with respect to the UBS Cross Collateral (subject only to the Lien created pursuant to Granting Clause I of the preceding sentence.Indenture); (cxviii) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall have executed and delivered an Assignment in the form of EXHIBIT F with respect to such Related Receivables and the Other Conveyed Property related thereto; (xix) each of the conditions precedent to such Advance set forth in this Agreement, the Indenture and the applicable Note Purchase Agreement shall have been satisfied; (xx) if such Funding Date is a Class A Funding Date, such Class A Funding Date shall not convey occur in the same calendar week as any Receivables to prior Class A Funding Date; (xxi) if such Funding Date is a Class B Funding Date, such Class B Funding Date shall also be a Class A Funding Date and no more than two Class B Funding Dates shall occur during any one calendar month; and (xxii) if such Funding Date is a Class B Funding Date, such Class B Funding Date shall not be a funding date for the Trust pursuant to this Agreement or any Transfer AgreementClass B notes issued under the Bear Warehouse Facility.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in In consideration of the Issuer’s HARC's delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series SupplementPurchase Price, the Seller shall, from time to time, does hereby sell, transfer, assign, set over and otherwise convey to the IssuerHARC, without recourse (subject to except as expressly provided in the obligations set forth hereinPurchase Agreement), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on Schedule A to the Schedule of related Receivables Purchase Agreement Supplement and all monies paid or payable thereon or in respect thereof on or after the related Cut-off Cutoff Date (including amounts due on or before such Cut-off the related Cutoff Date but received by HSBC Finance, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller on or after such Cut-off Datedate); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement Seller against the Dealers pursuant to Dealer Agreements or Agreements, Dealer Assignments or against the Alliance Relationships pursuant to Alliance Unaffiliated Originator Receivables Purchase Agreements and Alliance Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by either (i) a Dealer Dealer, pursuant to a Dealer Agreement Agreement, or by (ii) an Alliance Relationship Unaffiliated Originator, pursuant to an Alliance Unaffiliated Originator Receivables Purchase Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Unaffiliated Originator Receivables Purchase Agreement, as applicable; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to such the related Receivables from claims on any Insurance Policy physical damage, credit life or disability insurance policies, if any, covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the related Receivables Files with respect to the Receivables; such Receivables and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the related Financed VehiclesVehicles or Obligor; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a each related Receivable and that has been acquired by or on behalf of the Seller HARC pursuant to liquidation of such Receivable; (x) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xiiix) all present and future claims, demands, causes and choses chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Issuer’s 's delivery to or upon the order of the Seller on the Series Closing Date or a Transfer Date (which may include the Closing Date) of the net proceeds from the sale of the issuance a Series of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the related Series Supplement, the Seller shall, from time to time, sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (i) each and every Receivable Receivables listed on Schedule II to the Series Supplement and Schedule of Receivables A to the related Transfer Agreement, if any, and all monies paid or payable thereon or in respect thereof after the Series Closing Date or the related Cut-off Transfer Date (including amounts due on or before such Cut-off the Cutoff Date but received by HSBC FinanceHAFC, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement Seller or the Seller Issuer on or after such Cut-off the Cutoff Date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related Receivables and any other interest of the Seller in such Financed Vehicles; ; (iii) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement Seller against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; Agreements; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement as a result of a breach of representation or by an Alliance Relationship pursuant to an Alliance warranty in the related Dealer Agreement; ; (v) all rights under any Service Contracts on the related Financed Vehicles; : (vi) any proceeds and the right to receive proceeds with respect to such Receivables from claims on any Insurance Policy physical damage, credit life or disability insurance policies covering the related Financed Vehicles or Obligors; , including rebates of insurance premiums relating to the Receivables; (vii) all items contained in the related Receivables Files with respect to the Receivables; and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, HAFC keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the Financed Vehicles; ; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); ; (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of the Seller Trust pursuant to liquidation of such Receivable; ; (x) all of the Seller’s 's right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, HAFC under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, on or after the related Cut-off Cutoff Date; ; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such shareSeller; and and (xii) all present and future claims, demands, causes and choses chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the Series Closing Date or the related Transfer Date (if the Transfer Date is not also the Closing Date):: (i) if the transfer is not on the Closing Date, the Seller shall have provided the Indenture Trustee, the Administrator Trustee and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date (which Addition Notice will designate the Series Trust Estate which the Receivables will be a part of, if any) and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Transfer Agreement or Series Supplement which shall include supplements to Schedule A a schedule (which may be in electronic format), listing the Receivables to be transferred to the Issuer; transferred; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Master Collection Account all Collections collections received after the related Cut-off Cutoff Date in respect of the Receivables to be transferred; ; (viv) as of the Series Closing Date and each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Datedate, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; ; (viv) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such the Series Closing Date or the related Transfer Date shall be true and correct as of the Series Closing Date or the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; ; (viivi) the Seller shall, at its own expense, on or prior to the Series Closing Date or the related Transfer Date indicate in its computer files that the Receivables identified in the Schedule to the Series Supplement or to the related Transfer Agreement have been sold to the Trust pursuant to this Agreement; ; (viiivii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain Estate and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, Trustee in the Series Trust Estate; ; (xviii) no selection procedures adverse to the interests of the Noteholders or any Support Provider related Series shall have been utilized in selecting the related Receivables; ; (xiix) the addition of any such Receivables shall not cause result in a material adverse tax consequence to the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; Noteholders; (xiix) if required by any of the related Series Related Documents, the Issuer Seller shall simultaneously transfer to the Administrator Indenture Trustee any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Series Closing Date or Transfer Date; and and (xiiixi) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ ' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.43.2. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property Series Trust Estate from the Seller to the Issuer and the beneficial interest in and title to such property the related Series Trust Estate shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller grant of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to for the Issuer. The Seller hereby authorizes benefit of the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentenceNoteholders. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in In consideration of the Issuer’s Purchaser's delivery to or upon the order of the Seller on a Transfer any Funding Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series SupplementPurchase Price therefor, the Seller shall, from time to time, does hereby sell, transfer, assign, set over and otherwise convey to the IssuerPurchaser, without recourse (subject to the obligations set forth herein), ) all right, title and interest of the Seller in Seller, whether now existing or hereafter arising, in, to and tounder: (i) the Receivables listed in Schedule A to each Assignment executed and every Receivable listed on the Schedule of Receivables and all monies paid or payable thereon or in respect thereof after the related Cut-off Date (including amounts due on or before such Cut-off Date but received delivered by HSBC Finance, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller after on such Cut-off Funding Date); (ii) all monies received under the Receivables on and after the related Cutoff Date and all Net Liquidation Proceeds received with respect to the Receivables on and after the related Cutoff Date; (iii) the security interests in the related Financed Vehicles and any accessions thereto granted by Obligors pursuant to the related Receivables Contracts and any other interest of the Seller in such Financed Vehicles; (iii) all rights , including, without limitation, the certificates of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related title or, with respect to such ReceivablesReceivables that finance a vehicle in the States listed in ANNEX B, other evidence of title issued by the applicable Department of Motor Vehicles or similar authority in such States, with respect to such Financed Vehicles; (iv) any proceeds and from claims on any Receivables Insurance Policies or certificates relating to the right to receive proceeds with respect to such Financed Vehicles securing the Receivables repurchased by a Dealer pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreementthe Obligors thereunder; (v) all proceeds from recourse against Dealers with respect to the Receivables and all other rights (but none of the obligations) of the Seller under any Service Contracts on the related Financed Vehiclesagreements with Dealers; (vi) any proceeds and refunds for the right to receive proceeds costs of extended service contracts with respect to such Receivables from claims on any Insurance Policy covering the related Financed Vehicles securing the Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or Obligorscertificates covering an Obligor or Financed Vehicle under a Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (vii) all items contained in the Receivable File related Receivables Files with respect to the Receivables; and any each Receivable and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Receivables for Obligors or of the Financed Vehicles; (viii) all funds on deposit amounts and property from time to time held in or credited to the Trust Accounts (including all investments and proceeds thereof)Collection Account or the Lockbox Account; (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of the Seller or the Purchaser pursuant to a liquidation of such Receivable; (x) all of the Seller’s rightproceeds from any Servicer's errors and omissions policy or fidelity bond, title and interest in its rights and benefitsto the extent such proceeds relate to any Receivable, but none of its obligations Financed Vehicle or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such shareother Collateral; and (xiixi) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer Purchaser the Receivables and the other property and rights related thereto Other Conveyed Property described in paragraph PARAGRAPH (aA) above only upon the satisfaction of each of the following conditions set forth below on or prior to the related Transfer Funding Date. In addition to constituting conditions precedent to any purchase hereunder and under each Assignment, the following shall also be conditions precedent to any Advance on any Funding Date (if under the Transfer Date is not also terms of the Closing Date):Note Purchase Agreement: (i) the Seller shall have provided the Indenture Purchaser, Trustee, the Administrator Note Purchaser and the Owner Trustee Noteholders with (A) an Addition Notice not substantially in the form of EXHIBIT G hereto (which shall include a supplement to the Schedule of Receivables) and (B) a data tape or other electronic file containing information regarding the Related Receivables in the form of EXHIBIT H hereto to be transferred on such Funding Date (the "DATA TAPE FIELDS") no later than five days 2:00 p.m. (New York City time) four (4) Business Days prior to such Transfer Funding Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Issuer, the Servicer and the Related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2SECTION 4.2 of this Agreement, have deposited in the Collection Account all Collections collections received on and after the related Cut-off Cutoff Date in respect of the Related Receivables to be transferredpurchased on such Funding Date; (viii) as of each Transfer Funding Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Related Receivables on such Transfer Funding Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as then conducted; (iv) the Facility Termination Date shall not have occurred; (v) the Servicer shall have established a Lockbox Account acceptable to the Note Purchaser; (vi) each of the representations and warranties made by the Seller pursuant to Section SECTION 3.1 and the other Basic Documents with respect to the Related Receivables to be transferred purchased on such Transfer Funding Date shall be true and correct as of the related Transfer Date, Funding Date and the Seller shall have performed all obligations to be performed by it hereunder or in any Assignment on or prior to such Transfer Funding Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date Funding Date, indicate in its computer files that the Related Receivables identified in the Transfer Agreement to be purchased on such Funding Date have been sold to the Trust Purchaser pursuant to this AgreementAgreement or an Assignment, as applicable, and have been pledged by the Purchaser to the Trustee under the Indenture; (viii) the Seller shall have taken any all action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain (i) the first priority perfected ownership interest of the Trust Purchaser in the Owner Trust Estate; Related Receivables and Other Conveyed Property and (ixii) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, Trustee in the Series Trust EstateCollateral; (xix) no selection procedures adverse to the interests of the Noteholders Note Purchaser or any Support Provider Noteholder shall have been utilized in selecting the related ReceivablesRelated Receivables to be sold on such Funding Date; (xix) the addition of any such Related Receivables to be purchased on such Funding Date shall not cause result in a material adverse tax consequence to any Noteholder, the Trust to be treated as an association Note Purchaser or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposesPurchaser; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiiixi) the Seller shall have delivered to each Noteholder, the Indenture Trustee Note Purchaser and the Administrator Trustee an Officers’ ' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that ; (xii) no Funding Termination Event, Servicer Termination Event, or any event that, with the giving of notice or the passage of time, would constitute a Funding Termination Event or Servicer Termination Event, shall have occurred and be continuing; (xiii) the Trustee shall have confirmed receipt of the related Receivable File for each Related Receivable included in the event any Borrowing Base calculation and shall have delivered a copy to the Noteholders and the Note Purchaser of the foregoing conditions precedent are not satisfied a Trust Receipt with respect to any the Receivable Files related to the Related Receivables to be purchased on the date required as specified above, such Funding Date; (xiv) the Seller will immediately repurchase shall have filed or caused to be filed all necessary UCC-l financing statements (or amendments thereto) necessary to maintain (in each case assuming for purposes of this clause (xiv) that such Receivable from perfection may be achieved by making the Trustappropriate filings), at a price equal and taken any other steps necessary to maintain, (1) the first, priority, perfected ownership interest of Purchaser and (2) the first priority, perfected security interest of the Trustee, with respect to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer Related Receivables and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from and the Collateral, respectively, to be transferred on such Funding Date; (xv) the Seller shall have executed and delivered an Assignment in the form of EXHIBIT F with respect to the Issuer such Related Receivables and the beneficial interest in and title Other Conveyed Property related thereto; (xvi) each of the conditions precedent to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described Advance set forth in this Agreement, the Indenture and the Note Purchase Agreement shall constitute a Grant by have been satisfied; and (xvii) the Seller of a valid and continuing first priority perfected security interest Funding Date shall not occur in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements same calendar week as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.prior Funding Date;

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Issuer’s delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller shall, from time to time, sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on the Schedule of Receivables and all monies paid or payable thereon or in respect thereof after the related Cut-off Date (including amounts due on or before such Cut-off Date but received by HSBC Finance, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller after such Cut-off Date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to such Receivables from claims on any Insurance Policy covering the related Financed Vehicles or Obligors[, including rebates of insurance premiums relating to the Receivables]; (vii) all items contained in the related Receivables Files with respect to the Receivables; and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the Financed Vehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of the Seller pursuant to liquidation of such Receivable; (x) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator Administrator[, the Insurer] and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement [and to the Insurer a copy of such Transfer Agreement] which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Issuer’s 's delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller shall, from time to time, sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on the Schedule Schedules of Receivables and all monies paid or payable thereon or in respect thereof after the related Cut-off Cutoff Date (including amounts due on or before such Cut-off Cutoff Date but received by HSBC Finance, the Servicer, HAFI HAFC or any Affiliate of HAFI HAFC that is a seller under a Master Receivables Purchase Agreement or the Seller after such Cut-off Cutoff Date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement Seller against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to such Receivables from claims on any Insurance Policy physical damage, credit life or disability insurance policies covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables; (vii) all items contained in the related Receivables Files with respect to the Receivables; and any and all other documents that HAFI HAFC or any Affiliate of HAFI HAFC that is a seller under a Master Receivables Purchase Agreement, the Seller or the Master Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the Financed Vehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of the Seller pursuant to liquidation of such Receivable; (x) all of the Seller’s 's right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI HAFC or any Affiliate of HAFI HAFC that is a seller under a Master Receivables Purchase Agreement or HSBC Household Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Cutoff Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Issuer’s delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller shall, from time to time, sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on the Schedule of Receivables and all monies paid or payable thereon or in respect thereof after the related Cut-off Cutoff Date (including amounts due on or before such Cut-off Cutoff Date but received by HSBC FinanceHFC, the Master Servicer, HAFI HAFC or any Affiliate of HAFI HAFC that is a seller under a Master Receivables Purchase Agreement or the Seller after such Cut-off Cutoff Date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFI HAFC or any Affiliate of HAFI HAFC that is the seller under a Master Receivables Purchase Agreement against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to such Receivables from claims on any Insurance Policy physical damage, credit life or disability insurance policies covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables; (vii) all items contained in the related Receivables Files with respect to the Receivables; and any and all other documents that HAFI HAFC or any Affiliate of HAFI HAFC that is a seller under a Master Receivables Purchase Agreement, the Seller or the Master Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the Financed Vehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of the Seller pursuant to liquidation of such Receivable; (x) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI HAFC or any Affiliate of HAFI HAFC that is a seller under a Master Receivables Purchase Agreement or HSBC Household Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Cutoff Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Master Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections collections received after the related Cut-off Cutoff Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause result in a material adverse tax consequence to the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposesNoteholders; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, Receivables and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Issuer’s 's delivery to or upon the order of the Seller on the Series Closing Date or a Transfer Date (which may include the Closing Date) of the net proceeds from the sale of the issuance a Series of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the related Series Supplement, the Seller shall, from time to time, sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (i) each and every Receivable Receivables listed on Schedule II-A and Schedule II-B to the Series Supplement and Schedule of Receivables A to the related Transfer Agreement, if any, and all monies paid or payable thereon or in respect thereof after the Series Closing Date or the related Cut-off Transfer Date (including amounts due on or before such Cut-off the Cutoff Date but received by HSBC FinanceHAFC, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement Seller or the Seller Issuer on or after such Cut-off the Cutoff Date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related Receivables and any other interest of the Seller in such Financed Vehicles; ; (iii) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement Seller against the Dealers pursuant to Dealer Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; Agreements; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement as a result of a breach of representation or by an Alliance Relationship pursuant to an Alliance warranty in the related Dealer Agreement; ; (v) all rights under any Service Contracts on the related Financed Vehicles; : (vi) any proceeds and the right to receive proceeds with respect to such Receivables from claims on any Insurance Policy physical damage, credit life or disability insurance policies covering the related Financed Vehicles or Obligors; , including rebates of insurance premiums relating to the Receivables; (vii) all items contained in the related Receivables Files with respect to the Receivables; and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, HAFC keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the Financed Vehicles; ; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); ; (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of the Seller Trust pursuant to liquidation of such Receivable; ; (x) all of the Seller’s 's right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, HAFC under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, on or after the related Cut-off Cutoff Date; ; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such shareSeller; and and (xii) all present and future claims, demands, causes and choses chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the Series Closing Date or the related Transfer Date (if the Transfer Date is not also the Closing Date):: (i) if the transfer is not on the Closing Date, the Seller shall have provided the Indenture Trustee, the Administrator Trustee and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date (which Addition Notice will designate the Series Trust Estate which the Receivables will be a part of, if any) and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Transfer Agreement or Series Supplement which shall include supplements to Schedule A a schedule (which may be in electronic format), listing the Receivables to be transferred to the Issuer; transferred; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Master Collection Account all Collections collections received after the related Cut-off Cutoff Date in respect of the Receivables to be transferred; ; (viv) as of the Series Closing Date and each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Datedate, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; ; (viv) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such the Series Closing Date or the related Transfer Date shall be true and correct as of the Series Closing Date or the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; ; (viivi) the Seller shall, at its own expense, on or prior to the Series Closing Date or the related Transfer Date indicate in its computer files that the Receivables identified in the Schedule to the Series Supplement or to the related Transfer Agreement have been sold to the Trust pursuant to this Agreement; ; (viiivii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain Estate and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, Trustee in the Series Trust Estate; ; (xviii) no selection procedures adverse to the interests of the Noteholders or any Support Provider related Series shall have been utilized in selecting the related Receivables; ; (xiix) the addition of any such Receivables shall not cause result in a material adverse tax consequence to the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; Noteholders; (xiix) if required by any of the related Series Related Documents, the Issuer Seller shall simultaneously transfer to the Administrator Indenture Trustee any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Series Closing Date or Transfer Date; and and (xiiixi) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ ' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.in

Conveyance of Receivables. (a) Subject to the conditions set forth in paragraph (b) below, in In consideration of the Issuer’s HARC's delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) seller of the net proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series Supplementpurchase price, the Seller shall, from time to time, seller does hereby sell, transfer, assign, set over and otherwise convey to the IssuerHARC, without recourse (subject to except as expressly provided in the obligations set forth hereinpurchase agreement), all right, title and interest of the Seller seller in and to: (i) each and every Receivable listed on the Schedule of Receivables A hereto and all monies paid or payable thereon or in respect thereof on or after the related Cut-off Cutoff Date (including amounts due on or before such Cut-off the Cutoff Date but received by HSBC Finance, the Servicer, HAFI Seller on or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller after such Cut-off Datedate); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to the related such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement Seller against the Dealers pursuant to Dealer Agreements Agreements, or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to such the related Receivables from claims on any Insurance Policy physical damage, loss, credit life or disability insurance policies, if any, covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the related Receivables Files with respect to the Receivables; such Receivables and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Servicer, as applicable, Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the related Financed VehiclesVehicles or Obligor; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a each related Receivable and that has been acquired by or on behalf of the Seller HARC pursuant to liquidation of such Receivable; (x) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xiiix) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.