Attached files
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2010
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or
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ______ to _______
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Commission File No. of Issuing Entity: 333-134419
HSBC CREDIT CARD MASTER NOTE TRUST (USA) I
(Exact name of Issuing Entity as specified in its charter)
Commission file No. of Depositor: 333-134419-01
HSBC RECEIVABLES FUNDING INC. I
(Exact name of Depositor as specified in its charter)
HSBC FINANCE CORPORATION
(Exact name of Sponsor as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation
or organization of Issuing Entity)
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Not Applicable
(I.R.S. Employer Identification Number
of the Issuing Entity)
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88-0471289
(I.R.S. Employer Identification Number of the Depositor)
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c/o HSBC Finance Corporation
Attn: Victoria Stach
26525 N. Riverwoods Blvd., Mettawa, Illinois 60045
(Address of principal executive office of the Issuing Entity)
(224) 544-2000
(Issuing Entity's telephone number, including area code)
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Securities registered pursuant to section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act: None
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [x]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [x]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [x]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [x]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [x] Smaller reporting company [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x]
Registrant has no voting or non-voting common equity outstanding held by non-affiliates as of the date of this Report.
DOCUMENTS INCORPORATED BY REFERENCE
None
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PART I
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The following items have been omitted in accordance with General Instruction J to Form 10-K:
Item 1. Business.
Item 1A. Risk Factors.
Item 2. Properties.
Item 3. Legal Proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 1B. Unresolved Staff Comments.
None.
Substitute information is provided in accordance with General Instruction J to Form 10-K:
Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).
None.
Item 1114(b)(2) of Regulation AB. Information Regarding Significant Enhancement Providers.
None.
Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information).
None.
Item 1117 of Regulation AB. Legal Proceedings.
Since June 2005, HSBC Finance Corporation, HSBC North America, and HSBC, as well as other banks and Visa Inc. and Master Card Incorporated, were named as defendants in four class actions filed in Connecticut and the Eastern District of New York; Photos Etc. Corp. et al. v. Visa U.S.A., Inc., et al. (D. Conn. No. 3:05-CV-01007 (WWE)): National Association of Convenience Stores, et al. v. Visa U.S.A., Inc., et al.(E.D.N.Y. No. 05-CV 4520 (JG)); Jethro Holdings, Inc., et al. v. Visa U.S.A., Inc. et al. (E.D.N.Y. No. 05-CV-4521 (JG)); and American Booksellers Ass’n v. Visa U.S.A., Inc. et al. (E.D.N.Y. No. 05-CV-5391 (JG)). Numerous other complaints containing similar allegations (in which no HSBC entity is named) were filed across the country against Visa Inc., MasterCard Incorporated and other banks. These actions principally allege that the imposition of a no-surcharge rule by the associations and/or the establishment of the interchange fee charged for credit card transactions causes the merchant discount fee paid by retailers to be set at supracompetitive levels in violation of the Federal antitrust laws. These suits have been consolidated and transferred to the Eastern District of New York. The consolidated case is: In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation, MDL 1720, E.D.N.Y. (“MDL 1720”). A consolidated, amended complaint was filed by the plaintiffs on April 24, 2006 and a second consolidated amended complaint was filed on January 29, 2009. The parties are engaged in discovery, motion practice and mediation. On February 7, 2011, MasterCard Incorporated, Visa Inc., the other defendants, including HSBC Finance Corporation, and certain affiliates of the defendants entered into settlement and judgment sharing agreements (the “Agreements”) that provide for the apportionment of certain defined costs and liabilities that the defendants, including HSBC Finance Corporation and our affiliates, may incur, jointly and/or severally, in the event of an adverse judgment or global settlement of one or all of these actions. The Agreements also cover any other potential or future actions that are transferred for coordinated pre-trial proceedings with MDL 1720. We continue to defend the claims in this action vigorously and our entry into the Agreements in no way serves as an admission as to the validity of the allegations in the complaints. Similarly, the Agreements have had no impact on our ability to quantify the potential impact from this action, if any, and we are unable to do so at this time.
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PART II
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The following items have been omitted in accordance with General Instruction J to Form 10-K:
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Item 6. Selected Financial Data.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Item 8. Financial Statements and Supplementary Data.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Item 9A. Controls and Procedures.
Item 9A(T). Controls and Procedures.
Item 9B. Other Information.
None.
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PART III
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The following items have been omitted in accordance with General Instruction J to Form 10-K:
Item 10. Directors, Executive Officers and Corporate Governance.
Item 11. Executive Compensation.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Item 14. Principal Accountant Fees and Services.
Substitute information is provided in accordance with General Instruction J to Form 10-K:
Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.
Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.
Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.
Reports on assessment of compliance required by Item 1122 of Regulation AB are filed as exhibits to this Form 10-K.
Item 1123 of Regulation AB. Servicer Compliance Statement.
Compliance statements required by Item 1123 of Regulation AB are filed as exhibits to this Form 10-K.
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PART IV
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Item 15. Exhibits, Financial Statement Schedules.
(a)(1) Not Applicable.
(a)(2) Not Applicable.
(a)(3) Not Applicable.
(b) Exhibits.
The exhibits listed below are either included or incorporated by reference as indicated:
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Exhibit No.
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Exhibit Description
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Exhibit 4.1
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Second Amended and Restated Master Indenture, dated as of June 30, 2006, between Wilmington Trust Company, as owner trustee (the “Owner Trustee”) and HSBC Credit Card Master Note Trust (USA) I, as issuer, and Wells Fargo Bank, National Association, as indenture trustee (the “Indenture Trustee”) (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Form S-3 of the issuing entity dated July 12, 2006, and filed with the Securities and Exchange Commission on July 12, 2006 (No. 333-134419)).
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Exhibit 4.2
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Series 2006-1 Indenture Supplement, dated as of September 15, 2006, between Wilmington Trust Company, not in its individual capacity but solely as owner trustee on behalf of HSBC Credit Card Master Note Trust (USA) I, and the Indenture Trustee (incorporated by reference to Exhibit 4.2 to the Issuing Entity's Current Report on Form 8-K dated September 15, 2006, and filed with the Securities and Exchange Commission on September 15, 2006 (No. 333-74898-01)).
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Exhibit 4.3
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Series 2007-1 Indenture Supplement, dated as of July 31, 2007, between Wilmington Trust Company, not in its individual capacity but solely as owner trustee on behalf of HSBC Credit Card Master Note Trust (USA) I, and the Indenture Trustee (incorporated by reference to Exhibit 4 to the Issuing Entity's Current Report on Form 8-K dated July 31, 2007, and filed with the Securities and Exchange Commission on July 31, 2007 (No. 333-74898-01)).
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Exhibit 4.4
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Series 2007-2 Indenture Supplement, dated as of October 11, 2007, between Wilmington Trust Company, not in its individual capacity but solely as owner trustee on behalf of HSBC Credit Card Master Note Trust (USA) I, and the Indenture Trustee (incorporated by reference to Exhibit 4 to the Issuing Entity's Current Report on Form 8-K dated October 11, 2007, and filed with the Securities and Exchange Commission on October 11, 2007 (No. 333-74898-01)).
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Exhibit 4.5
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Second Amended and Restated Trust Agreement, dated as of June 30, 2006, between HSBC Receivables Funding Inc. I, (“HRFI I”), and Owner Trustee (incorporated by reference to Exhibit 4.3 to the Amendment No. 1 to the Form S-3 of the issuing entity dated July 12, 2006, and filed with the Securities and Exchange Commission on July 12, 2006 (No. 333-133419)).
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Exhibit 10.1
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Second Amended and Restated Transfer and Servicing Agreement, dated as of June 30, 2006, among HRFI I, as transferor, HSBC Finance Corporation, as servicer, and Wilmington Trust Company, as Owner Trustee of the HSBC Credit Card Master Note Trust (USA) I, as issuer (incorporated by reference to Exhibit 10.1 to the Amendment No. 1 to the Form S-3 of the issuing entity dated July 12, 2006, and filed with the Securities and Exchange Commission on July 12, 006 (No. 333-134419)).
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Exhibit 10.2
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Amended and Restated Affinity Receivables Purchase Agreement, dated as of December 9, 2008 between HSBC Bank Nevada, N.A. and HSBC Receivables Acquisition Company I ("HRAC I") (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of the issuing entity dated January 9, 2009, and filed with the Securities and Exchange Commission on January 9, 2009 (Nos. 333-134419 and 333-134419-01)).
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Exhibit 10.3
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Second Amended and Restated Receivables Purchase Agreement, dated as of June 30, 2006 between HRAC I and HRFI I (incorporated by reference to Exhibit 10.3 to the Amendment No. 1 to the Form S-3 of the issuing entity dated July 12, 2006, and filed with the Securities and Exchange Commission on July 12, 2006 (No. 333-134419)).
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Exhibit 23
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Consent of KPMG LLP to HSBC Finance Corporation, HSBC Card Services Inc. and HSBC Technology & Services (USA) Inc. dated March 28, 2011.
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Exhibit 31
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Certification Pursuant to Rule 13a-14(d)/15d-14(d) of the Securities Exchange Act of 1934.
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Exhibit 33
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Report on Assessment of Compliance With Applicable Servicing Criteria Pursuant to Item 1122 of Regulation AB Under the Securities Act of 1934 of HSBC Finance Corporation, HSBC Card Services Inc. and HSBC Technology & Services (USA) Inc.
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Exhibit 34
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Attestation Report of KPMG LLP on Assessment of Compliance with Servicing Criteria for Asset Backed Securities with respect to HSBC Finance Corporation, HSBC Card Services Inc. and HSBC Technology & Services (USA) Inc.
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Exhibit 35.1
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Servicer Compliance Certificate Pursuant to Item 1123 of Regulation AB Under the Securities Act of 1934 of HSBC Finance Corporation.
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Exhibit 35.2
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Servicer Compliance Certificate Pursuant to Item 1123 of Regulation AB Under the Securities Act of 1934 of HSBC Card Services Inc.
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Exhibit 35.3
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Servicer Compliance Certificate Pursuant to Item 1123 of Regulation AB Under the Securities Act of 1934 of HSBC Technology & Services (USA) Inc.
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(c) Not Applicable.
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SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, HSBC Finance Corporation, the servicer has duly caused this report to be signed on behalf of the HSBC Credit Card Master Note Trust (USA) I by the undersigned, thereunto duly authorized.
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HSBC FINANCE CORPORATION,
as servicer of and on behalf of the
HSBC CREDIT CARD MASTER NOTE TRUST (USA) I
(Issuing Entity)
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By: /s/ Dennis J. Mickey
Dennis J. Mickey
Senior Vice President, Chief Operating Officer - Treasury
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Dated: March 28, 2011
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Exhibit Index
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Exhibit No.
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Exhibit Description
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Exhibit 4.1
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Second Amended and Restated Master Indenture, dated as of June 30, 2006, between Wilmington Trust Company, as owner trustee (the “Owner Trustee”) and HSBC Credit Card Master Note Trust (USA) I, as issuer, and Wells Fargo Bank, National Association, as indenture trustee (the “Indenture Trustee”) (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Form S-3 of the issuing entity dated July 12, 2006, and filed with the Securities and Exchange Commission on July 12, 2006 (No. 333-134419)).
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Exhibit 4.2
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Series 2006-1 Indenture Supplement, dated as of September 15, 2006, between Wilmington Trust Company, not in its individual capacity but solely as owner trustee on behalf of HSBC Credit Card Master Note Trust (USA) I, and the Indenture Trustee (incorporated by reference to Exhibit 4.2 to the Issuing Entity's Current Report on Form 8-K dated September 15, 2006, and filed with the Securities and Exchange Commission on September 15, 2006 (No. 333-74898-01)).
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Exhibit 4.3
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Series 2007-1 Indenture Supplement, dated as of July 31, 2007, between Wilmington Trust Company, not in its individual capacity but solely as owner trustee on behalf of HSBC Credit Card Master Note Trust (USA) I, and the Indenture Trustee (incorporated by reference to Exhibit 4 to the Issuing Entity's Current Report on Form 8-K dated July 31, 2007, and filed with the Securities and Exchange Commission on July 31, 2007 (No. 333-74898-01)).
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Exhibit 4.4
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Series 2007-2 Indenture Supplement, dated as of October 11, 2007, between Wilmington Trust Company, not in its individual capacity but solely as owner trustee on behalf of HSBC Credit Card Master Note Trust (USA) I, and the Indenture Trustee (incorporated by reference to Exhibit 4 to the Issuing Entity's Current Report on Form 8-K dated October 11, 2007, and filed with the Securities and Exchange Commission on October 11, 2007 (No. 333-74898-01)).
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Exhibit 4.5
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Second Amended and Restated Trust Agreement, dated as of June 30, 2006, between HSBC Receivables Funding Inc. I, (“HRFI I”), and Owner Trustee (incorporated by reference to Exhibit 4.3 to the Amendment No. 1 to the Form S-3 of the issuing entity dated July 12, 2006, and filed with the Securities and Exchange Commission on July 12, 2006 (No. 333-133419)).
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Exhibit 10.1
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Second Amended and Restated Transfer and Servicing Agreement, dated as of June 30, 2006, among HRFI I, as transferor, HSBC Finance Corporation, as servicer, and Wilmington Trust Company, as Owner Trustee of the HSBC Credit Card Master Note Trust (USA) I, as issuer (incorporated by reference to Exhibit 10.1 to the Amendment No. 1 to the Form S-3 of the issuing entity dated July 12, 2006, and filed with the Securities and Exchange Commission on July 12, 006 (No. 333-134419)).
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Exhibit 10.2
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Amended and Restated Affinity Receivables Purchase Agreement, dated as of December 9, 2008 between HSBC Bank Nevada, N.A. and HSBC Receivables Acquisition Company I ("HRAC I") (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of the issuing entity dated January 9, 2009, and filed with the Securities and Exchange Commission on January 9, 2009 (Nos. 333-134419 and 333-134419-01)).
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Exhibit 10.3
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Second Amended and Restated Receivables Purchase Agreement, dated as of June 30, 2006 between HRAC I and HRFI I (incorporated by reference to Exhibit 10.3 to the Amendment No. 1 to the Form S-3 of the issuing entity dated July 12, 2006, and filed with the Securities and Exchange Commission on July 12, 2006 (No. 333-134419)).
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Exhibit 23
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Consent of KPMG LLP to HSBC Finance Corporation, HSBC Card Services Inc. and HSBC Technology & Services (USA) Inc. dated March 28, 2011.
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Exhibit 31
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Certification Pursuant to Rule 13a-14(d)/15d-14(d) of the Securities Exchange Act of 1934.
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Exhibit 33
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Report on Assessment of Compliance With Applicable Servicing Criteria Pursuant to Item 1122 of Regulation AB Under the Securities Act of 1934 of HSBC Finance Corporation, HSBC Card Services Inc. and HSBC Technology & Services (USA) Inc.
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Exhibit 34
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Attestation Report of KPMG LLP on Assessment of Compliance with Servicing Criteria for Asset Backed Securities with respect to HSBC Finance Corporation, HSBC Card Services Inc. and HSBC Technology & Services (USA) Inc.
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Exhibit 35.1
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Servicer Compliance Certificate Pursuant to Item 1123 of Regulation AB Under the Securities Act of 1934 of HSBC Finance Corporation.
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Exhibit 35.2
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Servicer Compliance Certificate Pursuant to Item 1123 of Regulation AB Under the Securities Act of 1934 of HSBC Card Services Inc.
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Exhibit 35.3
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Servicer Compliance Certificate Pursuant to Item 1123 of Regulation AB Under the Securities Act of 1934 of HSBC Technology & Services (USA) Inc.
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