RECEIVABLES PURCHASE AGREEMENT

Exhibit 10.3

HOUSEHOLD RECEIVABLES ACQUISITION COMPANY II

and

METRIS RECEIVABLES, INC.

RECEIVABLES PURCHASE AGREEMENT

Dated as of December 1, 2005

TABLE OF CONTENTS

Exhibit A Form of Supplemental Conveyance

Schedule 1 List of Accounts

     RECEIVABLES PURCHASE AGREEMENT, dated as of December 1, 2005, by and between HOUSEHOLD RECEIVABLES ACQUISITION COMPANY II, a Delaware corporation (together with its permitted successors and assigns, “ HRAC II ”), and METRIS RECEIVABLES, INC., a Delaware corporation (together with its permitted successors and assigns, “ MRI ”).

WITNESSETH:

     WHEREAS, HRAC II desires to sell and assign from time to time certain Receivables (hereinafter defined) to MRI, and MRI desires to purchase such Receivables;

     WHEREAS, it is contemplated that certain Receivables purchased hereunder will be transferred by MRI to the Trust (hereinafter defined) in connection with the issuance of certain Securities (hereinafter defined) pursuant to the Pooling and Servicing Agreement (hereinafter defined); and

     WHEREAS, HRAC II agrees that all representations, covenants and agreements made by HRAC II with respect to the Accounts (hereinafter defined) shall also be for the benefit of the Trustee (hereinafter defined) and all holders of the Securities.

     NOW, THEREFORE, it is hereby agreed by and between HRAC II and MRI as follows:

ARTICLE I

DEFINITIONS

          Section 1.01. Definitions . All capitalized terms used herein shall have the following meanings:

     “ Account ” shall mean each revolving credit consumer credit card account established pursuant to a Credit Agreement between a Credit Card Originator and any Person, which is identified on an Account Schedule delivered by HRAC II to MRI on or after the Additional Cut-Off Date and which on the Closing Date was an Eligible Account or, with respect to accounts designated after the Closing Date, is an Additional Account or Related Account. The definition of “Account” shall include each Transferred Account but shall not include Deleted Accounts and any Accounts all of the Receivables in which are repurchased by HRAC II pursuant to Section 6 hereof. The term “Account” shall refer to an Additional Account only from and after the Addition Date with respect thereto.

     “ Account Schedule ” shall have the meaning assigned to such term in Section 2.01(c).

     “ Addition Date ” shall mean, with respect to any Additional Account, the date from and after which such Additional Account is included as an Additional Account pursuant to this Agreement and the related Supplemental Conveyance.

     “ Additional Accounts ” shall mean each Supplemental Account and each Automatic Additional Account.

     “ Additional Cut-Off Date ” shall have the meaning specified in the applicable Supplemental Conveyance.

     “ Agreement ” shall mean this Receivables Purchase Agreement and all amendments and supplements hereto.

     “ Applicable Transferee ” shall mean the Trustee.

     “ Appointment Date ” shall have the meaning specified in Section 8.02.

     “ Automatic Additional Account ” shall mean each revolving credit consumer credit card account established pursuant to a Credit Agreement between a Credit Card Originator and any Person, which account comes into existence after the Closing Date, is an Eligible Account, is designated pursuant to subsection 2.02 to be included as an Automatic Additional Account, and is identified in the computer file or microfiche list delivered pursuant to subsection 2.02(b)(iv) of this Agreement.

     “ Bank Purchase Agreement ” shall mean the Second Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2002, by and between, HRAC II, as purchaser, and HSBC Bank, as seller, as amended from time to time.

     “ Business Day ” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in New York, Minnesota, Nevada, Arizona, Oklahoma, Illinois, or Delaware, are authorized or obligated by law or executive order to be closed.

     “ Class ” shall have the meaning specified in the Pooling and Servicing Agreement.

     “ Closing Date ” shall mean December 1, 2005.

     “ Code ” shall mean the Internal Revenue Code of 1986, as amended.

     “ Collection Account ” shall have the meaning specified in the Pooling and Servicing Agreement.

     “ Collections ” shall mean all payments received (including Recoveries) in respect of the Receivables, in the form of cash, checks, wire transfers, electronic transfers, ATM transfers or any other form of payment.

     “ Conveyance ” shall have the meaning specified in Section 2.01(a).

     “ Conveyance Papers ” shall have the meaning specified in Section 4.01(c).

     “ Credit Adjustment ” shall have the meaning specified in Section 3.02.

     “ Credit Agreement ” shall mean, with respect to a revolving credit consumer credit card account, the agreements between the Credit Card Originator and the Obligor governing the terms and conditions of such account, as such agreements may be amended, modified or otherwise changed from time to time.

     “ Credit Card Originator ” shall mean (a) DMCCB and its successors or assigns, with respect to Receivables created before December 1, 2005, (b) HSBC Bank and its successors or assigns, with respect to Receivables created on or after December 1, 2005, or (c) any other originator of revolving credit consumer credit card accounts approved by MRI.

     “ Credit Guidelines ” shall mean the written policies and procedures of the applicable Credit Card Originator or the Servicer, as the case may be, (i) relating to the operation of its credit card business, which generally are applicable to its portfolio of revolving credit accounts or a portion of a portfolio of receivables in a similar nature to the Accounts, or in the case of an Credit Card Originator that has only a portion of its portfolio subject to a purchase agreement, applicable to such portion of its portfolio and, in each case, which written policies and procedures are consistent with prudent practice, including, without limitation, the written policies and procedures for determining the creditworthiness of credit card customers and the extension of credit to credit card customers, and (ii) relating to the maintenance of credit card accounts and collection of receivables with respect thereto, as such policies and procedures may be amended, modified, or otherwise changed from time to time.

     “ Defaulted Receivable ” shall mean a Principal Receivable which is charged off as uncollectible in accordance with the Credit Guidelines or the Servicer’s customary and usual servicing procedures for servicing revolving credit accounts. A Principal Receivable shall become a Defaulted Receivable no later than the day on which such Principal Receivable is recorded as charged-off on the Servicer’s computer file of revolving credit accounts. Notwithstanding any other provision hereof, any Defaulted Receivables that are Ineligible Receivables shall be treated as Ineligible Receivables rather than Defaulted Receivables.

     “ Deleted Account ” shall mean any Removed Account as to which there are no Receivables arising therein owned by MRI.

     “ Discount Option Receivables ” shall have the meaning specified in the Pooling and Servicing Agreement.

     “ Dissolution Event ” shall have the meaning specified in Section 8.02.

     “ Distribution Date ” shall have the meaning specified in the Pooling and Servicing Agreement.

     “ DMCCB ” shall mean Direct Merchants Credit Card Bank, National Association, a national bank or any successors or assigns of Direct Merchants Credit Card Bank, National Association.

     “ Dollars ”, “ $ ” or “ U.S. $ ” shall mean United States dollars.

     “ Eligible Account ” shall mean, on the Initial Cut-Off Date (or, with respect to Additional Accounts, on the related Additional Cut-Off Date), a revolving credit consumer credit card account owned by a Credit Card Originator:

          (a) which is payable in Dollars;

          (b) the Obligor on which has provided , as its initial billing address, an address located in the United States or its territories or possessions or a United States military address;

          (c) which has not been identified by the applicable Credit Card Originator or the Servicer in its computer master file as stolen or lost;

          (d) which is not sold or pledged to any other party and which does not have Receivables which are sold or pledged to any other party; and

          (e) the Receivables in which the applicable Credit Card Originator or the Servicer has not charged off (or required to be charged off) in its customary and usual manner for charging off Receivables in such Accounts.

     “ Eligible Receivable ” shall mean a Receivable that satisfies each of the following criteria: (a) it arises under an Eligible Account, (b) it is not sold or pledged to any other party, (c) it constitutes an “account” or a “payment intangible” as defined in Article 9 of the UCC as then in effect in the Relevant UCC State, (d) it is the legal, valid, and binding obligation of, or is guaranteed by, a Person who is competent to enter into a Credit Agreement and incur debt and is enforceable against such Person in accordance with its terms, (e) it was created or acquired by the Credit Card Originator in compliance, in all material respects, with all Requirements of Law applicable to the Credit Card Originator and pursuant to a Credit Agreement that complies, in all material respects, with all Requirements of Law applicable to the Credit Card Originator (including without limitation, laws, rules and regulations relating to truth in lending, usury, fair credit billing, fair credit reporting, equal credit opportunity and fair debt collection practices), (f) all material consents, licenses, or authorizations of, or registrations with, any Governmental Authority required to be obtained or given by the Credit Card Originator in connection with the creation of such Receivable or the execution, delivery, creation, and performance of the related

Contract by the Credit Card Originator have been duly obtained or given and are in full force and effect and (g) immediately prior to giving effect to the sale hereunder, HRAC II has good and marketable title free and clear of all Liens and security interests (other than Permitted Liens).

     “ Enhancement ” shall have the meaning specified in the Pooling and Servicing Agreement.

     “ Finance Charge and Administrative Receivables ” shall mean the sum of all Receivables evidencing amounts billed from time to time to the Obligors on any Account in respect of (i) Periodic Rate Finance Charges, (ii) overlimit fees, (iii) late charges, (iv) returned check fees, (v) annual membership fees and annual service charges, if any, (vi) transaction charges, (vii) cash advance fees, (viii) fees and charges relating to debt waiver programs administered by a Credit Card Originator or an affiliate of such Credit Card Originator, and (ix) other similar fees and charges that are designated as Finance Charge and Administrative Receivables.

     “ Governmental Authority ” shall mean the United States of America, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

     “ HRAC II ” shall have the meaning specified in the recitals of this Agreement.

     “ HSBC Bank ” shall mean HSBC Bank Nevada, National Association, a national bank, or any of the successors or assigns of HSBC Bank Nevada, National Association.

     “ Initial Account ” shall mean each revolving credit consumer credit card account established pursuant to a Credit Agreement between the Credit Card Originator and an Obligor, which account is owned by the Credit Card Originator.

     “ Initial Cut-Off Date ” shall mean December 1, 2005.

     “ Interchange ” shall mean interchange fees paid to HRAC II pursuant to the Bank Purchase Agreement (or, with respect to a Credit Card Originator other than HSBC Bank, pursuant to a similar agreement between such Credit Card Originator and HRAC II).

     “ Lien ” shall mean any security interest, mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, equity interest, encumbrance, lien (statutory or other), preference, participation interest, priority or other security agreement or preferential arrangement of any kind or nature whatsoever, including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing and the filing of any financing statement under the UCC or comparable law of any jurisdiction to evidence any of the foregoing; provided , however , that the term “Lien” shall not include any lien or other encumbrance for municipal or other local taxes if such taxes are not then due and payable or if the validity of such taxes is then being contested in good faith by appropriate proceedings and adequate reserves with respect to such taxes have been set aside on the appropriate books.

     “ Metris ” shall mean Metris Companies Inc., a Delaware corporation.

     “ Monthly Period ” shall mean the period from and including the first day of a calendar month to and including the last day of such calendar month.

     “ MRI ” shall have the meaning specified in the recitals of this Agreement.

     “ Obligor ” shall mean, with respect to any Account, any Person obligated to make payments with respect to such Account, including any guarantor thereof but excluding any merchant.

     “ Officer’s Certificate ” shall mean a certificate delivered and signed by the Controller, Treasurer or any Vice President or more senior officer of HRAC II or MRI, as applicable.

     “ Periodic Rate Finance Charges ” shall have the meaning specified in the Credit Agreement applicable to each Account for finance charges (due to periodic rate) or any similar term.

     “ Permitted Liens ” shall have the meaning specified in the Pooling and Servicing Agreement.

     “ Person ” shall mean any person or entity, including any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, governmental entity or other entity of any nature.

     “ Pooling and Servicing Agreement ” shall mean the Fourth Amended and Restated Pooling and Servicing Agreement, dated as of December 1, 2005, by and among HSBC Finance Corporation, as Servicer, MRI, as Transferor, and U.S. Bank National Association, as Trustee on behalf of the Securityholders of the Metris Master Trust.

     “ Principal Receivables ” shall mean all Receivables other than Finance Charge and Administrative Receivables. In calculating the aggregate amount of Principal Receivables on any day, the amount of Principal Receivables shall be reduced by the aggregate amount of credit balances in the Accounts on such day.

     “ Purchase Price ” shall have the meaning specified in Section 3.01(a).

     “ Purchase Price Payment Date ” shall have the meaning specified in Section 3.01(a).

     “ Purchased Assets ” shall have the meaning specified in Section 2.01(a).

     “ Rating Agency ” shall mean the nationally-recognized statistical rating agency or agencies, if any, selected by MRI to rate any Securities.

     “ Rating Agency Condition ” shall mean, with respect to any action, that each Rating Agency shall have notified the Transferor, the Servicer, and the Trustee, as the case may be, in writing that such action will not result in a Ratings Event.

     “ Ratings Event ” shall have the meaning specified in the Pooling and Servicing Agreement.

     “ Receivables ” shall mean all amounts payable by Obligors on any Account from time to time, including amounts payable for Principal Receivables and Finance Charge and Administrative Receivables, but only to the extent that such amounts payable have been conveyed by HSBC Bank to HRAC II pursuant to the Bank Purchase Agreement (or, with respect to a Credit Card Originator other than HSBC Bank, pursuant to a similar agreement between such Credit Card Originator and HRAC II).

     “ Recoveries ” shall mean all amounts received with respect to Defaulted Receivables; provided , however , that if any amount so recovered relates to both Defaulted Receivables and other receivables, and if it cannot be determined with objective certainty whether such amount relates to Defaulted Receivables or other receivables, the term “Recoveries” shall mean the amount reasonably estimated by the Servicer, and agreed by HSBC Bank and HRAC II, as having been recovered in respect of Defaulted Receivables.

     “ Related Account ” shall mean an Account with respect to which a new credit card account number has been issued by the applicable Credit Card Originator under circumstances resulting from a lost or stolen credit card and not requiring standard application and credit evaluation under the Credit Guidelines; provided that such Account can be traced or identified by reference to or by way of an Account Schedule.

     “ Relevant UCC State ” shall mean the State of Delaware and each jurisdiction in which the filing of a UCC financing statement is necessary to perfect the ownership interest and security interest of the Transferor pursuant to the Pooling and Servcing Agreement or the ownership or security interest of the Trustee established under the Pooling and Servcing Agreement.

     “ Removed Account ” shall mean any Account as to which HRAC II has received notice from the Transferor that such Account is a “Removed Account” as defined in the Pooling and Servicing Agreement.

     “ Repurchase Price ” shall have the meaning specified in Section 6.01(b).

     “ Requirements of Law ” shall mean any law, treaty, rule or regulation, or determination of an arbitrator or Governmental Authority, whether federal, state or local (including usury laws, the Federal Truth in Lending Act and Regulation B and Regulation Z of the Board of Governors of the Federal Reserve System), and, when used with respect to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person.

     “ Security ” shall have the meaning specified in the Pooling and Servicing Agreement.

     “ Securityholder ” or “ Holder ” shall have the meaning specified in the Pooling and Servicing Agreement.

     “ Series ” shall have the meaning specified in the Pooling and Servicing Agreement.

     “ Servicer ” shall mean the entity acting as Servicer under the Pooling and Servicing Agreement.

     “ Stop Date ” shall have the meaning specified in Section 2.04(a).

     “ Supplement ” shall have the meaning specified in the Pooling and Servicing Agreement.

     “ Supplemental Account ” shall mean each revolving credit consumer credit card account established pursuant to a Credit Agreement between a Credit Card Originator and any Person, which account comes into existence after the Closing Date, is an Eligible Account, is designated pursuant to subsection 2.02 to be included as a Supplemental Account, and is identified in the computer file or microfiche list delivered pursuant to subsection 2.02(b)(iv) of this Agreement.

     “ Supplemental Conveyance ” shall have the meaning specified in Section 2.01(a).

     “ Transfer Date ” shall have the meaning specified in the Pooling and Servicing Agreement.

     “ Transferor ” shall mean the entity acting as Transferor under the Pooling and Servicing Agreement.

     “ Transferred Account ” shall mean an Account into which an Account shall be transferred pursuant to the Credit Guidelines; provided, however, that such Transferred Account can be traced or identified as an account into which an Account has been transferred.

     “ Trust ” shall mean the Metris Master Trust, which was formed pursuant to the Pooling and Servicing Agreement.

     “ Trustee ” shall mean U.S. Bank, National Association, a national banking association, the institution executing the Pooling and Servicing Agreement as, and acting in the capacity of, Trustee thereunder, or its successor in interest, or any successor trustee appointed as provided in the Pooling and Servicing Agreement.

     “ UCC ” shall mean the Uniform Commercial Code as in effect in the applicable jurisdiction.

     “ Zero Balance Account ” shall mean an account which, according to the Servicer’s records, has had a balance of zero for 180 days or for such other period of time specified in the Credit and Collection Policy (as that term is used and defined in the Pooling and Servicing Agreement).

          Section 1.02. Other Definitional Provisions . (a) All terms defined in this Agreement shall have the defined meanings when used in any certificate, other document or Conveyance Paper made or delivered pursuant hereto unless otherwise defined therein.

     (b) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement or any Conveyance Paper shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and Section, Subsection, Schedule and Exhibit references contained in this Agreement are references to Sections, Subsections, Schedules and Exhibits in or to this Agreement unless otherwise specified.

[END OF ARTICLE I]

ARTICLE II

PURCHASE AND CONVEYANCE OF RECEIVABLES

          Section 2.01. Purchase . (a) Subject to the terms of this Agreement, and by execution from time to time of certain assignments substantially in the form of Exhibit A hereto (each, a “ Supplemental Conveyance ”) supplementing this Agreement, HRAC II hereby sells, transfers, assigns, sets over and otherwise conveys to MRI (collectively, the “ Conveyance ”), without recourse, all of its right, title and interest in, to and under the Receivables of the Accounts existing on the Closing Date with respect to Initial Accounts and the related Additional Cut-Off Date with respect to Additional Accounts and thereafter created from time to time until the termination of this Agreement pursuant to Article VIII hereof, all Interchange and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto and all proceeds (including “proceeds” as defined in the UCC) thereof (the “ Purchased Assets ”). The Receivables existing in Accounts on the Closing Date with respect to Initial Accounts and the related Additional Cut-Off Date with respect to Additional Accounts and thereafter arising in such Accounts on or prior to such dates, and the related Purchased Assets, shall be sold by HRAC II and purchased by MRI on the Closing Date with respect to Initial Accounts and the related Addition Date with respect to Additional Accounts. Receivables arising after such dates in such Accounts and the related Purchased Assets shall be sold by HRAC II and purchased by MRI on the date such Receivables arise.

     (b) In connection with each Conveyance of Receivables arising under Accounts, HRAC II agrees (i) to record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to such Receivables and the related Purchased Assets, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Receivables and other Purchased Assets from HRAC II to MRI, and to deliver such documents to MRI as soon as practicable after the Closing Date, in the case of Receivables arising in the Initial Accounts, and as soon as practicable after the applicable Addition Date, in the case of Receivables arising in Additional Accounts, (ii) to cause such financing statements and amendments to name HRAC II, as seller, and MRI, as purchaser, of such Receivables and other Purchased Assets and (iii) to deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to MRI (and to one or more Applicable Transferees, if MRI so directs) as soon as is practicable after filing.

     (c) In connection with each Conveyance of Receivables arising under Accounts, HRAC II further agrees that it will, at its own expense, (i) on or prior to the Closing Date or the respective Addition Date, as applicable, indicate in its computer files and microfiche lists that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to MRI in accordance with this Agreement and the Supplemental Conveyance and (ii) on or prior to the date that is five Business Days after the Closing Date or the respective Addition Date, as applicable, deliver to MRI (and to one or more Applicable Transferees, if MRI so directs) a computer file or microfiche list containing a true and complete list of all such Accounts specifying for each such Account, as of the Closing Date or the Additional Cut-Off Date, as applicable, (A) its account number, (B) the aggregate amount outstanding in such Account and (C) the aggregate amount of Principal Receivables in such Account (the “ Account Schedule ”).

Such computer files and microfiche lists, as supplemented from time to time to reflect Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement, shall be delivered to MRI (and to one or more Applicable Transferees, if so directed by MRI), shall be marked as proprietary and confidential, and are hereby incorporated into and made a part of this Agreement. An updated Account Schedule reflecting Automatic Additional Accounts shall be delivered quarterly by HRAC II to MRI no later than one month following the end of each fiscal quarter.

     (d) The parties hereto intend that the conveyance of HRAC II’s right, title and interest in and to the Purchased Assets pursuant to this Agreement and any Supplemental Conveyance shall constitute an absolute sale, conveying good title free and clear of any Liens from HRAC II to MRI and that the Purchased Assets shall not be part of HRAC II’s estate in the event of the insolvency of HRAC II or a bankruptcy or similar event with respect to HRAC II. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets pursuant to this Agreement and any Supplemental Conveyance shall constitute a purchase and sale of such Purchased Assets and not a loan or borrowing secured by such Purchased Assets, including for accounting purposes. In the event, however, that notwithstanding such intent it were determined that the transactions evidenced hereby constitute a loan or borrowing and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that HRAC II shall be deemed to have granted, and HRAC II does hereby grant, to MRI a first priority perfected security interest in all of HRAC II’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables and other Purchased Assets.

          Section 2.02. Addition of Accounts .

     (a) (i) If, from time to time, MRI (A) becomes obligated to designate Supplemental Accounts pursuant to subsection 2.6(c) of the Pooling and Servicing Agreement, or (B) elects to designate Supplemental Accounts pursuant to subsection 2.6(d) of the Pooling and Servicing Agreement, then, in either case, MRI may, at its option, give HRAC II written notice thereof on or before the fifth Business Day prior to the Addition Date therefor, and upon receipt of such notice HRAC II shall on or before the Addition Date, designate sufficient Eligible Accounts to be included as Supplemental Accounts as requested by MRI.

          (ii) Additionally, HRAC II may, with the consent of MRI, designate newly originated Eligible Accounts to be included as Automatic Additional Accounts.

     (b) On the Addition Date with respect to any designation of Automatic Additional Accounts or Supplemental Accounts, as the case may be, such Automatic Additional Accounts or Supplemental Accounts shall become Accounts, and MRI shall purchase HRAC II’s right, title and interest in, to and under the Receivables in such Automatic Additional Accounts or Supplemental Accounts, as the case may be, and the related property, as provided in Section 2.01, subject to the satisfaction of the following conditions on such Addition Date:

          (i) HRAC II shall have delivered to MRI copies of UCC financing statements covering such Additional Accounts, if necessary to perfect MRI’s interest in the Receivables arising therein and the related property;

          (ii) on each of the Addition Cut-Off Date and the Addition Date, the sale of the Receivables arising in such Automatic Additional Accounts or Supplemental Accounts, as

the case may be, and the related property, to MRI shall not have caused HRAC II’s insolvency or have been made in contemplation of HRAC II’s insolvency;

          (iii) no selection procedure was utilized by HRAC II that would result in a selection of such Additional Accounts (from the Eligible Accounts available to HRAC II) that would be materially adverse to the interests of MRI as of the Addition Date;

          (iv) HRAC II shall have indicated in its accounting, computer and other records that Receivables created in connection with such Automatic Additional Accounts or Supplemental Accounts, as the case may be, and the related property, have been sold to MRI and shall have delivered to MRI the required Account Schedule;

          (v) HRAC II and MRI shall have entered into a duly executed, written assignment, substantially in the form of Exhibit A (the “ Supplemental Conveyance ”); and

          (vi) HRAC II shall have delivered to MRI an Officer’s Certificate of HRAC II, dated the Addition Date, confirming, to the extent applicable, the items set forth in clauses (i) through (v) above.

          (vii) Unless otherwise specified in the related Supplement, all of the conditions precedent set forth in Section 2.6(e) of the Pooling and Servicing Agreement shall have been satisfied.

          Section 2.03. Representations and Warranties . HRAC II hereby represents and warrants to MRI on the related Addition Date as to the matters set forth in Section 2.02(b)(i) above that, in the case of Additional Accounts, the computer file or microfiche list delivered pursuant to Section 2.02(b)(iv) is, as of the applicable Additional Cut-Off Date for Supplemental Accounts and in the case of Automatic Additional Accounts, the date thereof, true and complete in all material respects.

          Section 2.04. Removal and Deletion of Accounts .

     (a) If an Account becomes a Removed Account, HRAC II shall stop selling to MRI Principal Receivables arising in such Removed Account effective on the Business Day (the “ Stop Date ”) after the date such Account becomes a Removed Account. Notwithstanding the cessation of the sale to MRI of additional Principal Receivables arising in such Removed Account, Principal Receivables sold to MRI prior to the Stop Date, Collections in respect of such Principal Receivables, Finance Charge and Administrative Receivables whenever created that accrue in respect of such Principal Receivables, and Collections in respect of such Finance Charge and Administrative Receivables, shall continue to be property of MRI available for transfer by MRI. To the extent that it is not clear to HRAC II whether collections relate to a Principal Receivable that was sold to MRI or to a principal receivable that HRAC II did not sell to MRI, HRAC II shall allocate payments on each such Removed Account with respect to the principal balance of such Removed Account first to the oldest principal balance of such Removed Account.

     (b) On and after the Stop Date for a Removed Account, HRAC II may mark its books and records to indicate that such Account is a Removed Account, but HRAC II shall not (i) alter the indication referenced in the first sentence of subsection 2.01(c) with respect to such Removed

Account unless and until such Account becomes a Deleted Account or HRAC