FIRST AMENDED AND RESTATED HSBC REFUND ANTICIPATION LOAN AND IMA PARTICIPATION AGREEMENT

Exhibit 10.27

Execution copy

FIRST AMENDED AND RESTATED

HSBC REFUND ANTICIPATION LOAN

AND IMA

PARTICIPATION AGREEMENT

NOTE: CERTAIN MATERIAL HAS BEEN OMMITTED FROM THIS AGREEMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24b-2. THE LOCATIONS OF THESE OMISSIONS ARE INDICATED THROUGHOUT THE AGREEMENT BY THE FOLLOWING MARKINGS: [***].

Dated as of November 13, 2006

Table of Contents

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Table of Contents (cont’d)

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Table of Contents (cont’d)

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FIRST AMENDED AND RESTATED
HSBC REFUND ANTICIPATION LOAN AND IMA

PARTICIPATION AGREEMENT

     This First Amended and Restated HSBC Refund Anticipation Loan and IMA Participation Agreement (this " First A&R Participation Agreement "), dated as of November 13, 2006, is made by and among the following parties:

Block Financial Corporation, a Delaware corporation (" BFC ");

HSBC Bank USA, National Association, a national banking association (" HSBC NA ");

HSBC Trust Company (Delaware), National Association (" HSBC Trust "); and

HSBC Taxpayer Financial Services, Inc., a Delaware corporation (" HSBC TFS ").

RECITALS

     A. HSBC Bank and HSBC Trust offer banking products and services, including HSBC RALs and HSBC IMAs offered through Block Offices and the Block Digital Channel.

     B. HSBC TFS purchases participation interests in HSBC RALs and HSBC IMAs originated by HSBC Bank and HSBC Trust.

     C. BFC offers financial products and services to individuals and business entities, and purchases loans and participation interests in loans originated by third party lenders.

     D. HSBC Bank, HTMAC, HSBC TFS and certain of their Affiliates and certain Affiliates of BFC entered into the HSBC Retail Settlement Products Distribution Agreement, dated as of September 23, 2005 (the " Original Retail Distribution Agreement "), which was subsequently amended by the Joinder and First Amendment to Program Contracts, dated as of November 10, 2006 (the " First Amendment "), pursuant to which, inter alia , HSBC Trust was added and HTMAC was removed to reflect the replacement of HTMAC by HSBC TFS as a party to the Program Contracts, and which was further amended by the Second Amendment to Program Contracts, dated the date hereof (the " Second Amendment "), pursuant to which, inter alia , IMAs were added as a type of Settlement Product offered to Clients (the Original Retail Distribution Agreement, as amended by the First Amendment and the Second Amendment, the " Retail Distribution Agreement ").

     E. HSBC Bank, HTMAC, HSBC TFS and BFC entered into the HSBC Settlement Products Servicing Agreement, dated as of September 23, 2005 (the " Original Servicing Agreement "), to set forth the terms and conditions pursuant to which HSBC TFS would service, administer and collect HSBC Settlement Products originated by HSBC Bank, which was subsequently amended by the First Amendment, pursuant to which, inter alia , HSBC Trust was added as a party thereto, HTMAC was removed as a party thereto, and HSBC TFS replaced HTMAC as a party thereto, and which was further amended and restated pursuant to the First Amended and Restated HSBC Settlement Products Servicing Agreement, dated the date hereof (the " First A&R Servicing Agreement "), to provide for, inter alia , the servicing, administration

and collection of IMAs (the Original Servicing Agreement, as amended by the First Amendment and the First A&R Servicing Agreement, the " Servicing Agreement ").

     F. HSBC Bank, HTMAC, HSBC TFS and BFC entered into the HSBC Refund Anticipation Loan Participation Agreement, dated September 23, 2005 (the " Original Participation Agreement "), to set forth the terms and conditions of HTMAC’s sales to BFC, and BFC’s purchases from HTMAC, of Participation Interests in certain HSBC RALs originated by HSBC Bank, as amended by the First Amendment, pursuant to which, inter alia , HSBC Trust was added, HTMAC was removed and HSBC TFS replaced HTMAC as a party thereto.

     G. HSBC Bank, HSBC Trust, HSBC TFS and BFC now desire to enter into this First A&R Participation Agreement to amend and restate the Original Participation Agreement, as amended by the First Amendment, to reflect the addition of IMAs as a type of Settlement Product in which BFC desires to purchase, and HSBC TFS desires to sell, participation interests (the Original Participation Agreement, as amended by the First Amendment and this First A&R Participation Agreement, the " Participation Agreement ").

AGREEMENT

     ACCORDINGLY, the parties to this First A&R Participation Agreement hereby agree as follows:

ARTICLE I

DEFINITIONS

     Section 1.1. Definitions . For all purposes of this First A&R Participation Agreement, except as otherwise expressly provided herein or unless the context otherwise requires, capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Appendix of Defined Terms and Rules of Construction attached to the Original Retail Distribution Agreement as Appendix A , as amended pursuant to the First Amendment, and as further amended pursuant to the Second Amendment (as amended, the " Appendix of Defined Terms and Rules of Construction "), which is hereby incorporated by reference herein. All other capitalized terms used herein shall have the meanings specified herein. In the event that any definition specified in this First A&R Participation Agreement for any capitalized term is inconsistent with the definition specified for such term in the Appendix of Defined Terms and Rules of Construction, the definition in the Appendix of Defined Terms and Rules of Construction shall govern.

     Section 1.2. Rules of Construction . For all purposes of this First A&R Participation Agreement, unless the context otherwise requires, the rules of construction set forth in the Appendix of Defined Terms and Rules of Construction shall be applicable to this First A&R Participation Agreement.

     Section 1.3. Corporate Reorganizations .

          (a) The Block Companies may assign their rights and obligations under this Participation Agreement to one or more Subsidiaries of H&R Block without the consent of the HSBC Companies if (i) such assignment is desirable in connection with a reorganization of the

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business operations of H&R Block’s Subsidiaries, (ii) such contemplated assignment will not materially adversely affect any right or obligation of any HSBC Company under this Participation Agreement, and (iii) the contemplated assignee (A) is a wholly owned (direct or indirect) Subsidiary of H&R Block and (B) has the operational and financial capacity to meet all obligations of the assigning Block Company under this Participation Agreement contemplated to be assigned to it (a " Permitted Block Assignment "). The assigning Block Companies shall provide each of the HSBC Companies at least sixty (60) days prior written notice of any contemplated Permitted Block Assignment. The parties hereto agree to amend this Participation Agreement to the extent necessary to reflect such Permitted Block Assignment.

          (b) The HSBC Companies may assign their rights and obligations under this Participation Agreement to one or more Subsidiaries of HSBC North American Holdings, Inc. without the consent of the Block Companies if (i) such assignment is desirable in connection with a reorganization of the business operations of HSBC North American Holdings, Inc.’s Subsidiaries, (ii) such contemplated assignment will not materially adversely affect any right or obligation of any Block Company under this Participation Agreement, and (iii) the contemplated assignee (A) is a wholly owned (direct or indirect) Subsidiary of HSBC North American Holdings, Inc., (B) only with respect to any assignment by HSBC Bank or HSBC Trust under this Section 1.3(b), is a national bank or federal savings association and (C) has the operational and financial capacity to meet all obligations of the assigning HSBC Company under this Participation Agreement contemplated to be assigned to it (a " Permitted HSBC Assignment "). The assigning HSBC Companies shall provide each of the Block Companies at least sixty (60) days prior written notice of any contemplated Permitted HSBC Assignment. The parties hereto agree to amend this Participation Agreement to the extent necessary to reflect such Permitted HSBC Assignment.

     Section 1.4. Funding for Purchases of Participation Interests in HSBC RALs .

          (a) HSBC TFS shall use its best efforts to obtain board of directors’ and all other required approvals of one of its Affiliates, or of a third party lender, on or before July 1, 2006, to furnish a commitment to BFC for funding of the purchase of Participation Interests in HSBC RALs pursuant to this Participation Agreement; provided , that BFC timely furnishes such information as is reasonably requested by such lender, such funding to be provided to BFC at an interest rate [***] . BFC shall provide a preliminary written notice to HSBC TFS no later than September 1st of the year preceding each Tax Period during the Term requesting funding for the purchase of Participation Interests during the next Tax Period, which preliminary request shall be confirmed by BFC pursuant to a final written notice to HSBC TFS to be delivered no later than October 1st of such year preceding such Tax Period.

          (b) Each Affiliate of HSBC TFS or third party lender, as applicable, and BFC shall pay their own legal fees and expenses to document the funding arrangements described in this Section 1.4.

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ARTICLE II

REPRESENTATIONS AND WARRANTIES OF HSBC BANK, HSBC TRUST AND HSBC TFS

     Section 2.1. Representations Incorporated by Reference . HSBC Bank, HSBC Trust and HSBC TFS each represent and warrant, with respect to itself only, to BFC that each representation and warranty made by it in Article IV of the Retail Distribution Agreement is true and correct, each and all of which are made as of the date hereof and (except the representations and warranties in Section 4.6 of the Retail Distribution Agreement) as of each day during the term of this Participation Agreement.

     Section 2.2. Representations and Warranties of HSBC Bank, HSBC Trust and HSBC TFS . HSBC Bank, HSBC Trust and HSBC TFS hereby represent and warrant to BFC, as of each Closing Date (prior to a purchase of BFC of a participation interest hereunder), that HSBC Bank and HSBC Trust each has sold and HSBC TFS has purchased a one hundred percent (100%) participation interest in all of HSBC Bank’s and HSBC Trust’s respective right, title and interest in and to each HSBC RAL and HSBC IMA, free and clear of any Lien of any Person claiming under or through HSBC Bank, HSBC Trust or any of its Affiliates.

     Section 2.3. Representations and Warranties of HSBC TFS Relating to Participated HSBC RALs and HSBC IMAs . HSBC TFS hereby represents and warrants to BFC, as of each Closing Date:

          (a) Eligible RALs and Eligible HSBC IMAs . Each Participated HSBC RAL is an Eligible RAL, and each Participated HSBC IMA is an Eligible IMA.

          (b) Sale and Ownership; Title . Each conveyance of a Participation Interest by HSBC TFS to BFC on such Closing Date constitutes either (i) a valid sale, transfer, assignment, set over and conveyance to BFC of all right, title and interest of HSBC TFS in and to such Participation Interest, free and clear of any Lien of any Person claiming through or under HSBC TFS or any of its Affiliates, or (ii) if it is ultimately determined by a court of competent jurisdiction that a sale of a Participation Interest from HSBC TFS to BFC did not occur, then such conveyance constitutes a grant of a security interest (as defined in the UCC as in effect in the applicable state) by HSBC TFS to BFC in each Participation Interest purportedly conveyed and this Participation Agreement constitutes a security agreement with respect thereto. On each Closing Date, immediately prior to any such sale of (or grant of a security interest in) a Participation Interest, HSBC TFS will be the sole legal and beneficial owner of, and will have marketable title to, the Participation Interest, free and clear of any Lien (other than the interests of BFC contemplated by this Participation Agreement). Neither HSBC TFS nor any Person claiming through or under HSBC TFS or any of its Affiliates shall have any claim to or interest in such Participation Interest, except for any interest of HSBC TFS therein as a "debtor" (specifically, as seller of payment intangibles) for purposes of Article 9 of the UCC.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF BFC

     Section 3.1. Representations Incorporated by Reference . BFC hereby represents and warrants to HSBC TFS that each representation and warranty made by BFC in Article III of the Retail Distribution Agreement is true and correct, each and all of which are made as of the date hereof and (except the representations and warranties in Section 3.6 of the Retail Distribution Agreement) as of each day during the term of this Participation Agreement.

ARTICLE IV

PURCHASE AND SALE OF PARTICIPATION INTERESTS

     Section 4.1. Purchase and Sale of Participation Interests in HSBC RALs and HSBC IMAs .

          (a) Purchase and Sale of Participation Interests . Except as otherwise provided herein, HSBC TFS shall sell to BFC, and BFC shall purchase from HSBC TFS, a Participation Interest in each HSBC RAL and HSBC IMA originated pursuant to any Distribution Agreement. Each such Participation Interest shall be purchased by BFC on the first Business Day following the Business Day on which the Disbursement Check for such HSBC RAL or HSBC IMA has been presented to HSBC Bank or HSBC Trust, as the case may be, for payment or Electronic Disbursement for such HSBC RAL or HSBC IMA, has been made by HSBC Bank or HSBC Trust, as the case may be. HSBC TFS shall convey each Participation Interest to BFC upon BFC’s payment to HSBC TFS of the Purchase Price with respect to each such Participation Interest as set forth in Section 4.3. If and to the extent that any conveyance of a Participation Interest is not deemed a sale of a Participation Interest, (i) HSBC TFS hereby grants to BFC a security interest in each Participation Interest that was purportedly conveyed, (ii) this Participation Agreement shall constitute a security agreement with respect to such Participation Interest under applicable Law and (iii) HSBC TFS authorizes the filing of such financing and continuation statements with respect to Participation Interests hereafter created or arising. Except for the representations and warranties expressly made by HSBC TFS in this Participation Agreement, Participation Interests (and the acquisition thereof by BFC) shall be without recourse to HSBC TFS.

          (b) Applicable Percentage . The Applicable Percentage for each Calculation Period during the term of this Participation Agreement shall be 49.999999%; provided , however , that (i) BFC may elect to reduce the Applicable Percentage to zero (0) for a particular Calculation Period, by giving notice of BFC’s election to HSBC TFS on or before September 1 immediately prior to such Calculation Period; (ii) BFC may elect to reduce the Applicable Percentage to zero (0) for any applicable Calculation Period (or any remaining portion thereof) from and after January 30 of such Calculation Period, by giving notice of BFC’s election to HSBC TFS on or before January 20 of such Calculation Period for which the election is applicable; and (iii) BFC may elect to reduce the Applicable Percentage to zero (0) at any time if BFC has exceeded its internal funding limit, by giving notice thereof as soon as practicable, but no later than 8:30 a.m., New York time, on the date of the reduction of the Applicable Percentage to zero (0), it being understood that the reduction of the Applicable Percentage to

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zero (0) shall only be in effect during the periods of time BFC has exceeded its internal funding limit.

     Section 4.2. Purchase Price . The Purchase Price for each Participation Interest on each Closing Date shall be equal to the product of (a) the Applicable Percentage on such Closing Date, multiplied by (b) the Principal Amount minus (1) in the case of an HSBC RAL, the RAL Fees and the Refund Account Fees of the HSBC RAL, or (2) in the case of an HSBC IMA, the IMA Fees, in which a Participation Interest is being purchased.

     Section 4.3. Payment . Each Business Day, not later than 8:30 a.m., New York time, HSBC TFS shall provide to BFC a list of the number and amount of Disbursement Checks presented to HSBC Bank or HSBC Trust for payment and Electronic Disbursements made by HSBC Bank and HSBC Trust for HSBC RALs and HSBC IMAs on the previous Business Day (excluding those Disbursement Checks and Electronic Disbursements related to any HSBC RALs and HSBC IMAs excluded pursuant to Section 4.4), together with the aggregate Purchase Price for the Participation Interests corresponding to such HSBC RALs and HSBC IMAs. BFC shall pay to HSBC TFS the full amount of such Purchase Price not later than 4:30 p.m., New York time, on the Business Day on which such notice is received. Such payment shall be made via wire transfer to such domestic account designated by HSBC TFS by notice to BFC from time to time, in United States dollars.

     Section 4.4. Right to Exclude Certain HSBC RALs and HSBC IMAs .

          (a) BFC may in its reasonable discretion elect not to purchase Participation Interests in any group or groups of HSBC RALs and HSBC IMAs, for any remaining portion of a Calculation Period and/or for any future Calculation Periods, for any of the following reasons: (i) to comply with applicable Laws on advice of BFC’s counsel; (ii) to comply with a court order or a cease and desist order; (iii) to comply with an agreement with any federal or state regulatory authority; or (iv) any combination of the foregoing reasons.

          (b) HSBC TFS or HSBC Bank or HSBC Trust may in its reasonable discretion elect not to sell Participation Interests in any group or groups of HSBC RALs and HSBC IMAs, for any remaining portion of a Calculation Period and/or for any future Calculation Periods, for any of the following reasons: (i) to comply with applicable Laws; (ii) to comply with a court order or a cease and desist order; (iii) to comply with an agreement with any federal or state regulatory authority; or (iv) any combination of the foregoing reasons. Upon any such election, the parties shall negotiate in good faith to promptly amend this Participation Agreement to the extent necessary to achieve economic results for BFC that are comparable to the economic results that BFC would have achieved had such election not been made.

          (c) Either BFC or HSBC TFS shall make such elections to exclude certain RALs and HSBC IMAs by giving notice of such election to the other party, which notice shall specify the group or groups of HSBC RALs and HSBC IMAs that the notifying party elects to exclude, the reason for such exclusion and the remaining portion of a Calculation Period or future Calculation Periods with respect to which such RALs and HSBC IMAs shall be excluded, which election shall become effective ten (10) days after the giving of such notice.

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     Section 4.5. Certain Rights of HSBC TFS . The following obligations of BFC under this Section 4.5 shall survive any termination of the obligations of HSBC TFS to sell, and the obligations of BFC to purchase, Participation Interests in HSBC RALs and HSBC IMAs pursuant to Section 4.1 and all other events and conditions whatever:

          (a) Reimbursement . If, at any time, HSBC TFS is required to return or pay over any payment received by, or application of funds made by, HSBC TFS on account of any Participated HSBC RAL or Participated HSBC IMA, BF