---

UNITED
  STATES

SECURITIES
  AND EXCHANGE COMMISSIONWashington, D.C. 20549

---

FORM
  10-K

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|(Mark
      One)
|----------------

|ý | ANNUAL
        REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
        OF 1934 | 
|- | ---------------------------------------------------------------------------------------------------- | 
|  |                                                                                                      | 
|  | For
        the fiscal year ended: December 31, 2012                                                 | 

or


|  |                                                                                                          | 
|- | -------------------------------------------------------------------------------------------------------- | 
| ̈ | TRANSITION
        REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
        OF 1934 | 
|  |                                                                                                          | 
|  | For
        Transition period_____________                                                               | 

|
|

Commission
  File Number of issuing entity: 333-182087-01DRYROCK ISSUANCE
  TRUST(Exact
  Name of Issuing Entity as Specified in Its Charter)
  (Issuer of the Notes)

Commission
  File Number of depositor: 333-182087-02DRYROCK FUNDING LLC(Exact
  Name of Depositor as Specified in Its Charter)

Commission
  File Number of sponsor: 333-182087BARCLAYS BANK
  DELAWARE(Exact Name
  of Sponsor as Specified in Its Charter)

Delaware(State or
  Other Jurisdiction of Incorporation
  or Organization of the Issuing Entity)

c/o Wilmington
  Trust, National AssociationRodney Square
  North
  1100 North Market Street
  Wilmington, DE 19890(Address of
  Principal Executive Offices
  of Issuing Entity)

(302)
  651-1000(Telephone
  number, including area code)

30-6324196(I.R.S. Employer
  Identification No.)

Not Applicable(Former name,
  former address, if changed since last report)

---



---









Securities registered pursuant
  to Section 12(b) of the Act:      None

Securities registered pursuant
  to Section 12(g) of the Act:      None

Indicate by check mark
  if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
  the Securities Act. ̈YesýNo

Indicate by check mark
  if the registrant is not required to file reports pursuant to Section 13 or
  Section 15(d) of the Act. ̈YesýNo

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.ýYes ̈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 (§ 232.405 of this chapter) during
  the preceding 12 months (or for such shorter period that the registrant was
  required to submit and post such files).ýYes ̈No
  [Rule 405 of Regulation S-T is not applicable.]

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 II of the Form 10-K or any amendment to this form 10-K.ý[Item
  405 of Regulation S-K is not applicable.]

Indicate by check mark
  whether the registrant is a large accelerated filer, an accelerated filer, a
  non-accelerated filer, or a smaller reporting company. See the definitions of
  large accelerated filer, accelerated filer and smaller
  reporting company in Rule 12b-2 of the Exchange Act. (Check one):

|Large
      accelerated filer ̈                                                  | Accelerated
      filer ̈         | 
|------------------------------------------------------------------------------- | -------------------------------- | 
|Non-accelerated
      filerý(Do
      not check if a smaller reporting company) | Smaller
      reporting company ̈ | 

Indicate by check mark
  whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ̈YesýNo

Registrant has no voting
  or non-voting common equity outstanding held by non-affiliates.

Documents Incorporated
  by Reference. See Item 15(b).



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|PART
        I
|--------------

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: | [Reserved].
|------------- | -----------

|Item
      1B. Unresolved Staff Comments.
|-----------------------------------------

Not Applicable.


|Substitute
      information provided in accordance with General Instruction J to Form 10-K:
|--------------------------------------------------------------------------------------------

|Item
      1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial
      Information).
|-------------------------------------------------------------------------------------------------------

The pool assets held
    by Dryrock Issuance Trust (the Trust) do not include any significant
    obligors.


|Item
      1114(b)(2) of Regulation AB: Credit Enhancement and Other Support, Except
      for Certain Derivatives Instruments (Financial Information).
|-------------------------------------------------------------------------------------------------------------------------------------------------------

Based on the standards
    set forth in Item 1114(b)(2) of Regulation AB, no information is required
    in response to this Item.


|Item
      1115(b) of Regulation AB: Certain Derivatives Instruments (Financial Information).
|---------------------------------------------------------------------------------------------

Based on the standards
    set forth in Item 1115(b) of Regulation AB, no information is required in
    response to this Item.


|Item
      1117 of Regulation AB: Legal Proceedings.
|----------------------------------------------------

Barclays Bank Delaware
    (BBD) is a defendant in a number of putative class action cases
    commenced in 2005 in various federal district courts by merchants alleging
    that Visa U.S.A., Inc. (Visa), MasterCard International (MasterCard)
    and their member banks conspired to fix interchange fees and unlawfully bundled
    several separate and distinct services, such as payment protection and transaction
    processing costs, in violation of the U.S. antitrust laws. The merchants also
    allege that the defendants impose other restraints on merchants in connection
    with accepting credit cards and that such alleged restraints violate the antitrust
    laws. Visa, MasterCard, and several other banks are also defendants in the
    proceedings, which have been consolidated into a single proceeding in the
    Eastern District of New York. Several individual merchants also have commenced
    similar actions against Visa and MasterCard that have been joined with the
    putative class actions for pre-trial purposes.


The merchants seek an
    unspecified amount of damages and injunctive relief. By an order dated January
    9, 2008, the court dismissed class damage claims prior to January 1, 2004;
    accordingly, the period over which any damages may be awarded is January 1,
    2004 to the date of the award.


Fact and expert discovery
    have closed. Motions to dismiss the complaints in whole or in part, a motion
    to certify a class of retail plaintiffs and summary judgment motions have
    been briefed, argued and submitted. Decisions on all motions have been deferred
    pending the outcome of the settlement process currently underway.


On July 13, 2012, the
    parties filed a proposed settlement agreement with the court under which the
    defendants agreed to pay the class plaintiffs $6.05 billion, and to make association
    rule changes and give other relief. The settlement received preliminary approval
    from the court on November 29, 2012. Settlement agreement includes a provision
    pursuant to which Visa and MasterCard would reduce U.S. interchange rates
    10 bps for eight months, commencing July 27, 2013.




---









PART
  II

|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
      9B: Other Information.
|---------------------------------

None.


PART
  III

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
        Accounting Fees and Services.                                                                 | 

|Substitute
      information 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.
|--------------------------------------------------------------------------------

Each of BBD, Barclays
    Bank PLC (BBPLC), REMITCO, LLC and U.S. Bank National Association
    (each, a Servicing Participant) has been identified by the registrant
    as a party participating in the servicing function with respect to the pool
    assets held by the Trust. Each Servicing Participant has completed a report
    on an assessment of compliance with the servicing criteria applicable to such
    Servicing Participant (each, a Report on Assessment) as of, and
    for the period from November 16, 2012 to December 31, 2012, which Reports
    on Assessment are included as exhibits to this Form 10-K. In addition, each
    Servicing Participant has provided an attestation report (each, an Attestation
    Report) by a registered independent public accounting firm regarding
    its related Report on Assessment. Each Attestation Report is attached as an
    exhibit to this Form 10-K.


|Vendors
|-------

A Servicing Participant
    may engage one or more vendors to perform specific and limited, or scripted
    activities that address all or a portion of one or more servicing criteria
    applicable to such Servicing Participant. In general in these cases, the Servicing
    Participant has instituted policies and procedures to monitor whether such
    vendors activities comply in all material respects with such servicing
    criteria, and may elect to take responsibility for assessing compliance with
    the servicing criteria applicable to such vendors activities in such
    Servicing Participants Report on Assessment. Where the Servicing Participant
    has not instituted such policies and procedures, or where the Servicing Participant
    does not otherwise elect to take responsibility for assessing its vendors
    activities, the vendor is itself treated as a Servicing Participant and is
    required to provide its own Report on Assessment and related Attestation Report.




---









|Exceptions
|----------

No Report on Assessment
    or related Attestation Report has identified (i) any material instance of
    noncompliance with the servicing criteria identified in such Report on Assessment
    as applicable to the related Servicing Participant or (ii) any material deficiency
    in such Servicing Participants policies and procedures to monitor vendor
    compliance.


|Platform-Level
      Reports
|----------------------------

Regulations of the Securities
    and Exchange Commission (the SEC) require that each Servicing
    Participant complete a Report on Assessment at a platform level,
    meaning that the transactions covered by the Report on Assessment should include
    all asset-backed securities transactions involving such Servicing Participant
    that are backed by the same asset type. Further guidance from the SEC staff
    identifies additional parameters which a Servicing Participant may apply to
    define and further limit its platform. Each Servicing Participant is responsible
    for defining its own platform, and each platform will naturally differ based
    on various factors, including the Servicing Participants business model,
    the transactions in which it is involved and the range of activities performed
    in those transactions.


Based on our understanding
    of their platforms and the guidance that is available at this time, we believe
    that the parameters by which the Servicing Participants have defined their
    platforms should be permissible. However, because the guidance available at
    this time is subject to clarification or change, we cannot assure you that
    the SEC and its staff will necessarily agree.


|Item
      1123 of Regulation AB: Servicer Compliance Statement.
|----------------------------------------------------------------

Each of BBD and BBPLC
    has been identified by the registrant as a servicer meeting the criteria of
    Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB with respect to the pool
    assets held by the Trust. Each of these servicers has provided a statement
    of compliance (a Compliance Statement), which has been signed
    by an authorized officer of such related servicer. Each Compliance Statement
    is attached as an exhibit to this Form 10-K.


PART
  IV

|Item
      15. Exhibits, Financial Statement Schedules.
|-------------------------------------------------------

| | (a)(1) | Not Applicable.
| | ------ | ---------------

| | (a)(2) | Not Applicable.
| | ------ | ---------------

| | (a)(3) | See Item 15(b) below.
| | ------ | ---------------------

| | (b) | Exhibits
| | --- | --------

|Exhibit
      Number | Description                                                                                                                                                                                                                                                                                                                                                                                              
|-------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                     |                                                                                                                                                                                                                                                                                                                                                                                                          
|3.1                  | Amended
        and Restated Limited Liability Company Agreement of Dryrock Funding LLC
        dated as of August 1, 2012 (incorporated by reference to Exhibit 99.1
        to Amendment No. 2 to Form S-3 Registration Statement (File Nos. 333-182087,
        333-182087-01 and 333-182087-02) filed with the Securities and Exchange
        Commission on August 13, 2012).                       
|                     |                                                                                                                                                                                                                                                                                                                                                                                                          
|4.1                  | Receivables
        Purchase Agreement dated as of August 1, 2012 between Dryrock Funding
        LLC and Barclays Bank Delaware (incorporated by reference to Exhibit 4.1
        to Amendment No. 2 to Form S-3 Registration Statement (File Nos. 333-182087,
        333-182087-01 and 333-182087-02) filed with the Securities and Exchange
        Commission on August 13, 2012).                  
|                     |                                                                                                                                                                                                                                                                                                                                                                                                          
|4.2                  | Transfer
        Agreement dated as of August 1, 2012 among Dryrock Funding LLC, Dryrock
        Issuance Trust and U.S. Bank National Association (incorporated by reference
        to Exhibit 4.2 to Amendment No. 2 to Form S-3 Registration Statement (File
        Nos. 333-182087, 333-182087-01 and 333-182087-02) filed with the Securities
        and Exchange Commission on August 13, 2012).
|                     |                                                                                                                                                                                                                                                                                                                                                                                                          
|4.3                  | Indenture
        for the Notes dated as of August 1, 2012 (incorporated by reference to
        Exhibit 4.3 to Amendment No. 2 to Form S-3 Registration Statement (File
        Nos. 333-182087, 333-182087-01 and 333-182087-02) filed with the Securities
        and Exchange Commission on August 13, 2012).                                                                                        

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.4.2 | Series
        2012-2 Indenture Supplement for the Notes dated as of November 16, 2012
        between Dryrock Issuance Trust and U.S. Bank National Association (incorporated
        by reference to Exhibit 4.4(b) to the Current Report on Form 8-K filed
        with the Securities and Exchange Commission on November 16, 2012).                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.5   | Servicing
        Agreement dated as of August 1, 2012 among Dryrock Funding LLC, Barclays
        Bank Delaware, Dryrock Issuance Trust and U.S. Bank National Association
        (incorporated by reference to Exhibit 4.5 to Amendment No. 2 to Form S-3
        Registration Statement (File Nos. 333-182087, 333-182087-01 and 333-182087-02)
        filed with the Securities and Exchange Commission on August 13, 2012).
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10.1  | Amended
        and Restated Trust Agreement dated as of August 1, 2012 between Dryrock
        Funding LLC and Wilmington Trust, national Association (incorporated by
        reference to Exhibit 99.2 to Amendment No. 2 to Form S-3 Registration
        Statement (File Nos. 333-182087, 333-182087-01 and 333-182087-02) filed
        with the Securities and Exchange Commission on August 13, 2012).                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10.2  | Seller
        Agreement dated as of August 1, 2012 between Dryrock Funding LLC and Barclays
        Bank Delaware (incorporated by reference to Exhibit 99.3 to Amendment
        No. 2 to Form S-3 Registration Statement (File Nos. 333-182087, 333-182087-01
        and 333-182087-02) filed with the Securities and Exchange Commission on
        August 13, 2012).                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10.3  | Services
        Agreement dated as of July 31, 2012 between Barclays Bank PLC and Barclays
        Bank Delaware (incorporated by reference to Exhibit 99.4 to Amendment
        No. 2 to Form S-3 Registration Statement (File Nos. 333-182087, 333-182087-01
        and 333-182087-02) filed with the Securities and Exchange Commission on
        August 13, 2012).                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|31.1  | Rule
        13a-14(d)/15d-14(d) under the Securities Exchange Act of 1934 Certification
        (Section 302 of the Sarbanes-Oxley Act of 2002 Certification).                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|33.1  | Report
        on Assessment of Compliance with Servicing Criteria for Barclays Bank
        Delaware.                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|33.2  | Report
        on Assessment of Compliance with Servicing Criteria Barclays Bank PLC.                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|33.3  | Report
        on Assessment of Compliance with Servicing Criteria for REMITCO, LLC.                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|33.4  | Report
        on Assessment of Compliance with Servicing Criteria for U.S. Bank National
        Association.                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|34.1  | Independent
        Accountants Attestation Report concerning servicing activities of
        Barclays Bank Delaware.                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|34.2  | Independent
        Accountants Attestation Report concerning servicing activities of
        Barclays Bank PLC.                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|34.3  | Independent
        Accountants Attestation Report concerning servicing activities of
        REMITCO, LLC.                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|34.4  | Independent
        Accountants Attestation Report concerning servicing activities of
        U.S. Bank National Association.                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|35.1  | Servicer
        Compliance Statement of Barclays Bank Delaware.                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|35.2  | Servicer
        Compliance Statement of Barclays Bank PLC.                                                                                                                                                                                                                                                                                                                                                                       

| | (c) | Not Applicable.
| | --- | ---------------



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SIGNATURES

Pursuant to the requirements
  of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant
  has duly caused this report to be signed on its behalf by the undersigned, thereunto
  duly authorized.



| | Dryrock
      Issuance Trust                
| | --------------------------------------------
| |                                             
| | By:Barclays Bank
      Delaware, as Servicer
| |                                             
| |                                             
| |                                             
| |                                             
| |                                             
| |                                             
| |                                             
| |                                             
| |                                             
| |                                             
| |                                             





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EXHIBIT
  INDEX

|Exhibit
      Number |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                       
|-------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3.1                  |  | Amended
        and Restated Limited Liability Company Agreement of Dryrock Funding LLC
        dated as of August 1, 2012 (incorporated by reference to Exhibit 99.1
        to Amendment No. 2 to Form S-3 Registration Statement (File Nos. 333-182087,
        333-182087-01 and 333-182087-02) filed with the Securities and Exchange
        Commission on August 13, 2012).                                                
|                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.1                  |  | Receivables
        Purchase Agreement dated as of August 1, 2012 between Dryrock Funding
        LLC and Barclays Bank Delaware (incorporated by reference to Exhibit 4.1
        to Amendment No. 2 to Form S-3 Registration Statement (File Nos. 333-182087,
        333-182087-01 and 333-182087-02) filed with the Securities and Exchange
        Commission on August 13, 2012).                                           
|                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.2                  |  | Transfer
        Agreement dated as of August 1, 2012 among Dryrock Funding LLC, Dryrock
        Issuance Trust and U.S. Bank National Association (incorporated by reference
        to Exhibit 4.2 to Amendment No. 2 to Form S-3 Registration Statement (File
        Nos. 333-182087, 333-182087-01 and 333-182087-02) filed with the Securities
        and Exchange Commission on August 13, 2012).                         
|                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.3                  |  | Indenture
        for the Notes dated as of August 1, 2012 (incorporated by reference to
        Exhibit 4.3 to Amendment No. 2 to Form S-3 Registration Statement (File
        Nos. 333-182087, 333-182087-01 and 333-182087-02) filed with the Securities
        and Exchange Commission on August 13, 2012).                                                                                                                 
|                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.4.1                |  | Series
        2012-1 Indenture Supplement for the Notes dated as of November 16, 2012
        between Dryrock Issuance Trust and U.S. Bank National Association (incorporated
        by reference to Exhibit 4.4(a) to the Current Report on Form 8-K filed
        with the Securities and Exchange Commission on November 16, 2012).                                                                                          
|                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.4.2                |  | Series
        2012-2 Indenture Supplement for the Notes dated as of November 16, 2012
        between Dryrock Issuance Trust and U.S. Bank National Association (incorporated
        by reference to Exhibit 4.4(b) to the Current Report on Form 8-K filed
        with the Securities and Exchange Commission on November 16, 2012).                                                                                          
|                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.5                  |  | Servicing
        Agreement dated as of August 1, 2012 among Dryrock Funding LLC, Barclays
        Bank Delaware, Dryrock Issuance Trust and U.S. Bank National Association
        (incorporated by reference to Exhibit 4.5 to Amendment No. 2 to Form S-3
        Registration Statement (File Nos. 333-182087, 333-182087-01 and 333-182087-02)
        filed with the Securities and Exchange Commission on August 13, 2012).
|                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10.1                 |  | Amended
        and Restated Trust Agreement dated as of August 1, 2012 between Dryrock
        Funding LLC and Wilmington Trust, national Association (incorporated by
        reference to Exhibit 99.2 to Amendment No. 2 to Form S-3 Registration
        Statement (File Nos. 333-182087, 333-182087-01 and 333-182087-02) filed
        with the Securities and Exchange Commission on August 13, 2012).                    
|                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10.2                 |  | Seller
        Agreement dated as of August 1, 2012 between Dryrock Funding LLC and Barclays
        Bank Delaware (incorporated by reference to Exhibit 99.3 to Amendment
        No. 2 to Form S-3 Registration Statement (File Nos. 333-182087, 333-182087-01
        and 333-182087-02) filed with the Securities and Exchange Commission on
        August 13, 2012).                                                        
|                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10.3                 |  | Services
        Agreement dated as of July 31, 2012 between Barclays Bank PLC and Barclays
        Bank Delaware (incorporated by reference to Exhibit 99.4 to Amendment
        No. 2 to Form S-3 Registration Statement (File Nos. 333-182087, 333-182087-01
        and 333-182087-02) filed with the Securities and Exchange Commission on
        August 13, 2012).                                                         
|                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|31.1                 |  | Rule
        13a-14(d)/15d-14(d) under the Securities Exchange Act of 1934 Certification
        (Section 302 of the Sarbanes-Oxley Act of 2002 Certification).                                                                                                                                                                                                                                                                   
|                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|33.1                 |  | Report
        on Assessment of Compliance with Servicing Criteria for Barclays Bank
        Delaware.                                                                                                                                                                                                                                                                                                                            
|                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|33.2                 |  | Report
        on Assessment of Compliance with Servicing Criteria Barclays Bank PLC.                                                                                                                                                                                                                                                                                                                                             
|                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|33.3                 |  | Report
        on Assessment of Compliance with Servicing Criteria for REMITCO, LLC.                                                                                                                                                                                                                                                                                                                                              



---









|33.4 |  | Report
        on Assessment of Compliance with Servicing Criteria for U.S. Bank National
        Association.                
|---- |  | ------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                               
|34.1 |  | Independent
        Accountants Attestation Report concerning servicing activities of
        Barclays Bank Delaware.        
|     |  |                                                                                                                               
|34.2 |  | Independent
        Accountants Attestation Report concerning servicing activities of
        Barclays Bank PLC.             
|     |  |                                                                                                                               
|34.3 |  | Independent
        Accountants Attestation Report concerning servicing activities of
        REMITCO, LLC.                  
|     |  |                                                                                                                               
|34.4 |  | Independent
        Accountants Attestation Report concerning servicing activities of
        U.S. Bank National Association.
|     |  |                                                                                                                               
|35.1 |  | Servicer
        Compliance Statement of Barclays Bank Delaware.                                                              
|     |  |                                                                                                                               
|35.2 |  | Servicer
        Compliance Statement of Barclays Bank PLC.                                                                   



---