C L I F F O R D                                  LIMITED LIABILITY PARTNERSHIP
  C H A N C E


                                   8 JUNE 2006


                      TURQUOISE RECEIVABLES TRUSTEE LIMITED
                             as Receivables Trustee


                                  HSBC BANK PLC
                                  as Transferor


              -----------------------------------------------------

                           TRUST SECTION 75 INDEMNITY

              -----------------------------------------------------




This Deed of Indemnity is made on 8 June 2006

BETWEEN:

(1)     TURQUOISE RECEIVABLES TRUSTEE LIMITED, a company incorporated in Jersey
        with company registration number 92324 and having its registered office
        at 26 New Street, St. Helier, Jersey, Channel Islands JE2 3RA in its
        capacity as trustee of the Receivables Trust (the "RECEIVABLES TRUSTEE",
        which term shall include any successor of Turquoise Receivables Trustee
        Limited in its capacity as trustee of the Receivables Trust); and

(2)     HSBC BANK PLC, a company registered in England and Wales (registered
        number 14259) having its registered office at 8 Canada Square, London
        E14 5HQ (the "TRANSFEROR", which term shall include any successors or
        permitted assigns); and

WHEREAS

(A)     The Transferor is the legal owner of certain Receivables.

(B)     The Transferor has entered into certain agreements pursuant to which it
        has agreed to make offers from time to time to transfer by way of
        assignment under English law certain of such Receivables to the
        Receivables Trustee.

(C)     The Transferor has certain potential liabilities in its capacity as
        original Creditor with respect to Receivables under Section 75 of the
        Consumer Credit Act 1974 (each, a "TRANSFEROR SECTION 75 LIABILITY").
        The Receivables Trustee has agreed to indemnify the Transferor pursuant
        to the terms of and subject to the conditions of this Deed in respect of
        such claims.

NOW THIS DEED WITNESSETH as follows:

1.      INTERPRETATION

1.1     Whenever used in this Deed and in the Recitals hereto, the words and
        phrases defined in the Master Definitions Schedule set out in Schedule 6
        of the Receivables Trust Deed and Servicing Agreement dated 23 May 2006
        among inter alios the Receivables Trustee and the Transferor (the
        "RTDSA") shall, unless otherwise defined herein or the context requires
        otherwise, bear the same meanings herein.

1.2     Wherever used in this Deed and in the Recitals hereto, the words
        "SUPPLIER", "CREDITOR" and "DEBTOR" shall bear the meanings ascribed
        thereto in the Consumer Credit Act 1974.

1.3     In Clause 3 of this Deed, with respect to the Series designated "Series
        2006-1" ("SERIES 2006-1"), the terms "AGGREGATE INVESTOR INDEMNITY
        AMOUNT" and "EXCESS SPREAD" shall bear the same meanings herein as used
        in the Series Supplement, dated 8 June 2006, to the RTDSA ("SERIES
        2006-1 SUPPLEMENT").


                                      - 1 -



2.      INDEMNITY

        The Receivables Trustee hereby undertakes to indemnify and hold harmless
        the Transferor in respect of any loss suffered by the Transferor arising
        from any claim or set-off by any Obligor with respect to any Transferor
        Section 75 Liability with respect to Receivables constituting Trust
        Property; PROVIDED, HOWEVER, that:

        (i)   any recovery by the Transferor:

              (a)   in accordance with its statutory right of indemnification
                    from Suppliers; and

              (b)   made pursuant to its rights of "CHARGE-BACK" (if any) under
                    the operating regulations of the relevant payment system in
                    respect of the transaction giving rise to the Transferor
                    Section 75 Liability,

              will be applied to reduce the loss of the Transferor for the
              purpose of ascertaining claims under this Deed; and

        (ii)  the maximum liability of the Receivables Trustee hereunder in
              respect of any Transferor Section 75 Liability will be limited to
              an amount equal to the Credit Advance relating to the transaction
              giving rise to that Transferor Section 75 Liability.

3.      Claims made by the Transferor pursuant to this Deed will only be payable
        to the extent the amount of the Aggregate Investor Indemnity Amount
        allocable to Series 2006-1 can be met from the Excess Spread available
        to Series 2006-1 for distribution for such purposes in accordance with
        the Series 2006-1 Supplement.

4.      It is expressly agreed and understood that this Deed is a corporate
        obligation of each of the Transferor and the Receivables Trustee.

5.      The Transferor agrees that it shall have no recourse, in respect of any
        obligation, covenant or agreement of the Receivables Trustee made under
        or pursuant to this Deed, against any shareholder, officer, agent or
        director of the Receivables Trustee.

6.      Without prejudice to the rights of any shareholder, officer, agent or
        director of the Receivables Trustee described in Clause 5 to enforce the
        provisions of Clause 5, a person who is not a party to this Deed has no
        right under the Contract (Rights of Third Parties) Act 1999 to enforce
        any term of this Deed.

7.      This Deed shall be governed and construed in accordance with the laws of
        England.

7.1     Each of the parties hereto irrevocably agrees for the benefit of each
        other party that the courts of England shall have exclusive jurisdiction
        to hear and determine any suit, action or proceeding, and to settle any
        disputes, which may arise out of or in connection with this Deed, and
        for such purposes, irrevocably submit to the exclusive jurisdiction of
        such courts.


                                      - 2 -



7.2     Each of the parties hereto irrevocably waives any objection which it
        might now or hereafter have to the courts of England referred to in
        Clause 7.1 being nominated as the forum to hear and determine any suit,
        action or proceeding, and to settle any disputes, which may arise out of
        or in connection with this Deed and agrees not to claim that any such
        court is not a convenient or appropriate forum.

7.3     This Deed may be executed by the parties hereto in separate counterparts
        and any single counterpart or set of counterparts executed and delivered
        by all of the parties hereto shall constitute a full and original
        agreement for all purposes.


                                      - 3 -



IN WITNESS whereof this Deed has been executed as a deed by and on behalf of the
Receivables Trustee and the Transferor and is intended to be and is hereby
delivered on the date above written.

EXECUTED as a deed for and on behalf of    )
TURQUOISE RECEIVABLES                      ) S.M. HOLLYWOOD
TRUSTEE LIMITED                            )
by one of its directors                    )

                                           PROCESS AGENT:
                                           Clifford Chance Secretaries Limited
                                           10 Upper Bank Street
                                           London E14 5JJ


EXECUTED AS A DEED                     )
By RICHARD BLACKBURN                   ) RICHARD BLACKBURN
acting as attorney                     )
for and on behalf of                   )
HSBC BANK PLC                          )
in the presence of:                    )


Signature of witness:             YEE-LING WAN
                                  -----------------------------------------
Name of witness:                  YEE-LING WAN
                                  -----------------------------------------
Address:                          10 Upper Bank Street, London, E14 5JJ
                                  -----------------------------------------
Occupation:                       Paralegal
                                  -----------------------------------------


                                      - 4 -