exv10w2



 






Exhibit 10.2


EXECUTION COPY




SERVICING TRANSFER AGREEMENT




          AGREEMENT, dated as of December 1, 2005, by and among, HSBC Finance Corporation
(“HSBC Finance”), HSBC Bank Nevada, National Association (“HSBC Bank”), as Servicer
under the Pooling and Servicing Agreement (defined below), Metris Receivables, Inc.
(“MRI”), as Transferor under the Pooling and Servicing Agreement, and U.S. Bank National
Association, as Trustee under the Pooling and Servicing Agreement (the “Trustee”).




WITNESSETH:




          WHEREAS, HSBC Bank, as Servicer, MRI, as Transferor and the Trustee are parties to that
certain Third Amended and Restated Pooling and Servicing Agreement, dated as of December 1, 2005
(the “Pooling and Servicing Agreement”). Capitalized terms used herein and not otherwise
defined herein shall have their respective meanings set forth in the Pooling and Servicing
Agreement;




          WHEREAS, pursuant to Section 3.1 of the Pooling and Servicing Agreement, HSBC Bank, as
Servicer, is permitted to assign servicing to an Affiliate thereunder, in full substitution;
provided that such Affiliate expressly assumes in writing, by an agreement supplemental thereto,
the performance of every covenant and obligation of the Servicer, as applicable thereunder, and
thereby in all respects going forward shall be designated the Servicer under the Pooling and
Servicing Agreement; and




          WHEREAS, the parties intend that this Agreement shall constitute the supplemental agreement
contemplated in Section 3.1 of the Pooling and Servicing Agreement.




          NOW THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements hereinafter set forth, subject to the terms and conditions of the Pooling and Servicing
Agreement, the parties hereto agree as follows:




 









 








          1.    Assignment of Servicing. HSBC Bank hereby assigns all rights and obligations of
the Servicer under the Pooling and Servicing Agreement to HSBC Finance.




          2.    Acceptance of Appointment as Servicer. HSBC Finance hereby assumes and agrees
to perform every covenant and obligation of the Servicer under the Pooling and Servicing Agreement
and, as of the date hereof, shall in all respects be designated as the Servicer under the Pooling
and Servicing Agreement.




          3.    Governing Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.




          4.    Counterparts. This Agreement may be executed in counterparts, which may be
delivered by facsimile transmission. Each counterpart shall be deemed an original, and all
counterparts taken together shall constitute one and the same instrument.




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          IN WITNESS WHEREOF, this Agreement has been signed on behalf of each of the parties
hereto as of the day and year first above written.




	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name:
	 	 	Title:
	 
	 	 	 	 
	 	 	METRIS RECEIVABLES, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name:
	 	 	Title:
	 
	 	 	 	 
	 	 	HSBC BANK NEVADA, NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name:
	 	 	Title:
	 
	 	 	 	 
	 	 	HSBC FINANCE CORPORATION
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name:
	 	 	Title: