Exhibit 4.1


 


 


BARCLAYS DRYROCK ISSUANCE TRUST


as Issuer and


 


 


 


U.S. BANK NATIONAL ASSOCIATION


as Indenture Trustee and as Securities Intermediary


 


 


SERIES 2017-2 INDENTURE SUPPLEMENT


 


 


dated as of July 31, 2017


 


 


to


 


 


INDENTURE




    	 



    	 



    

TABLE OF CONTENTS


 


	 	 	Page
	ARTICLE I	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	     Section 1.01	Definitions	1
	     Section 1.02	Governing Law; Consent to Jurisdiction; Waiver of Jury Trial	14
	     Section 1.03	Counterparts	16
	     Section 1.04	Ratification of Indenture	16
	ARTICLE II	THE NOTES	16
	     Section 2.01	Designation	16
	     Section 2.02	Issuance of Series 2017-2 Notes	17
	     Section 2.03	Documentation	17
	     Section 2.04	Additional ERISA-Related Transfer Restrictions	17
	ARTICLE III	SERVICING COMPENSATION	18
	     Section 3.01	Servicing Compensation	18
	ARTICLE IV	RIGHTS OF SERIES 2017-2 NOTEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS	18
	     Section 4.01	Collections and Allocations	18
	     Section 4.02	Determination of Series 2017-2 Monthly Interest	19
	     Section 4.03	Determination of Series 2017-2 Monthly Principal	20
	     Section 4.04	Application of Series 2017-2 Available Finance Charge Collections on Deposit in the Collection Account	20
	     Section 4.05	Application of Series 2017-2 Available Principal Collections	22
	     Section 4.06	Principal Funding Account; Controlled Accumulation Period	23
	     Section 4.07	Investor Charge-Offs	25
	     Section 4.08	Reallocated Principal Collections	25
	     Section 4.09	Shared Excess Available Finance Charge Collections	25
	     Section 4.10	Shared Excess Available Principal Collections	26
	     Section 4.11	Accumulation Reserve Account	26
	     Section 4.12	Investment Instructions	28
	     Section 4.13	Determination of LIBOR	29
	     Section 4.14	Sale of Collateral for Series 2017-2 Notes That are Accelerated or Reach Legal Maturity	30
	     Section 4.15	Distribution Account	31
	     Section 4.16	Delinquency Trigger Percentage	31


 




    	 	i	 



     

    

 


TABLE OF CONTENTS

(continued)


 


 


	 	 	Page
	     Section 4.17	Asset Review	31
	     Section 4.18	Governing Law For Hague Securities Convention	33
	ARTICLE V	EARLY AMORTIZATION OF NOTES	33
	     Section 5.01	Early Amortization Events	33
	     Section 5.02	Early Redemption Event	34
	ARTICLE VI	LEGAL MATURITY; FINAL PAYMENTS	35
	     Section 6.01	Legal Maturity	35
	ARTICLE VII	DELIVERY OF SERIES 2017-2 NOTES; DISTRIBUTIONS AND REPORTS TO SERIES 2017-2 NOTEHOLDERS	35
	     Section 7.01	Form of Delivery for the Series 2017-2 Notes; Depository; Denominations	35
	     Section 7.02	Delivery and Payment for the Series 2017-2 Notes	36
	     Section 7.03	Distributions	36
	     Section 7.04	Reports and Statements to Series 2017-2 Noteholders	37
	     Section 7.05	Restrictions on Transfer of the Class B Notes	38
	ARTICLE VIII	MISCELLANEOUS PROVISIONS	38
	     Section 8.01	Non-petition Covenant	38
	     Section 8.02	Actions by the Issuer	39
	     Section 8.03	Limitations on Liability	39
	     Section 8.04	FATCA	39
	     Section 8.05	[RESERVED]	40
	     Section 8.06	Amendments	40
	     Section 8.07	Class B Notes	40
	     Section 8.08	Appointment of Asset Representations Reviewer	41
	     Section 8.09	Dispute Resolution	41
	     Section 8.10	Investor Communication	42
	     Section 8.11	Tax Retained Notes	42
	     Section 8.12	Regulation RR	43
	ARTICLE IX	INSOLVENCY PROCEEDING WITH RESPECT TO BBD	43
	     Section 9.01	Actions Upon Repudiation	43
	     Section 9.02	Notice	45
	     Section 9.03	Reservation of Rights	45


 




    	 	ii	 



     

    

 


TABLE OF CONTENTS

(continued)


 


 


EXHIBITS


 


	EXHIBIT A-1	FORM OF CLASS A NOTE
	EXHIBIT A-2	FORM OF CLASS B NOTE
	EXHIBIT B-1	FORM OF MONTHLY NOTEHOLDERS’ STATEMENT
	EXHIBIT B-2 	FORM OF ANNUAL PAYMENT INFORMATION
	EXHIBIT B-3 	FORM OF DAILY SERVICER’S STATEMENT
	EXHIBIT C 	FORM OF MONTHLY SERVICER’S CERTIFICATE




    	 	iii	 



     

    

SERIES 2017-2 INDENTURE
SUPPLEMENT, dated as of July 31, 2017 (this “Indenture Supplement”), by and between BARCLAYS DRYROCK ISSUANCE
TRUST, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), having its principal
office at Rodney Square North, 1100 North Market St., Wilmington, DE 19890, and U.S. BANK NATIONAL ASSOCIATION, a national banking
association, in its capacity as Indenture Trustee (the “Indenture Trustee”) and as Securities Intermediary.


Pursuant to this
Indenture Supplement, the Issuer shall create a new Series of Notes and shall specify the principal terms thereof. The Issuer has
tendered the notice of issuance required by Section 4.10(a)(i) of the Indenture and this Indenture Supplement is being entered
into by and between the Issuer and the Indenture Trustee as required by Section 4.10(a)(viii) of the Indenture to provide for the
issuance, authentication and delivery of each of the Class A Notes, Series 2017-2 and the Class B Notes, Series 2017-2.


The transactions
set forth in this Indenture Supplement, together with the Transaction Documents, shall be an arm’s length, bona fide securitization
transaction.


ARTICLE
I



DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


Section 1.01         
Definitions. For all purposes of this Indenture Supplement, except as otherwise expressly provided or unless the
context otherwise requires:


(1)                  
the terms defined in this Article have the meanings assigned to them in this Article, and, along with any other term
defined in any Section of this Indenture Supplement, apply to the singular as well as the plural forms of such terms and to the
masculine as well as to the feminine and neuter gender of such terms;


(2)                  
all other terms used herein which are defined in the Indenture, the Transfer Agreement or the Servicing Agreement,
either directly or by reference therein, have the meanings assigned to them therein;


(3)                  
all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally
accepted accounting principles and, except as otherwise herein expressly provided, the term “generally accepted accounting
principles” with respect to any computation required or permitted hereunder means such accounting principles as are generally
accepted in the United States of America at the date of such computation;


(4)                  
all references in this Indenture Supplement to designated “Articles,” “Sections” and other
subdivisions are to the designated Articles, Sections and other subdivisions of this Indenture Supplement. The words “herein,”
“hereof” and “hereunder” and other words of similar import refer to this Indenture Supplement as a whole
and not to any particular Article, Section or other subdivision;


(5)                  
in the event that any term or provision contained herein shall conflict with or be inconsistent with any term or
provision contained in the Indenture, the Transfer




    	 



    	 



    

Agreement or the Servicing Agreement,
the terms and provisions of this Indenture Supplement shall be controlling;


(6)                  
each capitalized term defined herein shall relate only to the Series 2017-2 Notes and no other Series of Notes issued
by the Issuer; and


(7)                  
“including” and words of similar import shall be deemed to be followed by “without limitation.”


“Accumulation
Reserve Account” has the meaning specified in Section 4.11(a).


“Accumulation
Reserve Account Funding Period” means a period commencing on the first Payment Date on which a condition in the right
column of the following table was in effect on the immediately preceding Payment Date, if the Payment Date is a Payment Date described
in the corresponding left column of the following table, and ending on the earliest to occur of: (i) the day on which the Allocation
Amount is reduced to zero, (ii) the first Payment Date with respect to the Early Amortization Period, (iii) the Expected Final
Payment Date and (iv) the termination of the Trust pursuant to the Trust Agreement; provided, that if the Controlled Accumulation
Period Length is determined to be one (1) month, there shall be no Accumulation Reserve Account Funding Period.


	Payment Date:	Condition:
	(a) The Payment Date occurring three (3) calendar months prior to the first Payment Date of the Controlled Accumulation Period (as adjusted in accordance with Section 4.06(c) hereof) and any following Payment Date	The Quarterly Excess Spread Percentage is greater than or equal to 4%.
	(b) The Payment Date occurring four (4) calendar months prior to the first Payment Date of the Controlled Accumulation Period (as adjusted in accordance with Section 4.06(c) hereof) and any following Payment Date	The Quarterly Excess Spread Percentage is less than 4% but greater than or equal to 3%.
	(c) The Payment Date occurring six (6) calendar months prior to the first Payment Date of the Controlled Accumulation Period (as adjusted in accordance with Section 4.06(c) hereof) and any following Payment Date	The Quarterly Excess Spread Percentage is less than 3% but greater than or equal to 2%.
	(d) The Payment Date occurring twelve (12) calendar months prior to the first Payment Date of the Controlled Accumulation Period (as adjusted in accordance with Section 4.06(c) hereof) and any following Payment Date	The Quarterly Excess Spread Percentage is less than 2%.


 


“Accumulation
Reserve Account Surplus” means, as of any date of determination, the amount, if any, by which the amount on deposit in
the Accumulation Reserve Account exceeds the Required Accumulation Reserve Account Amount.




    	 	2	 



     

    

“Accumulation
Reserve Draw Amount” has the meaning specified in Section 4.11(c).


“Additional
Interest” means, with respect to any Payment Date, any Class A Additional Interest and any Class B Additional Interest
for such Payment Date.


“Adjusted
Outstanding Dollar Principal Amount” means, as of any date of determination, the Outstanding Dollar Principal Amount
of the Series 2017-2 Notes on such date of determination, less any funds then on deposit with respect to principal in the Supplemental
Issuer Accounts for the benefit of such Series 2017-2 Notes on such date of determination.


“Administrator”
means BBD, in its capacity as administrator of the Issuer, and any permitted successors or assigns thereto.


“Advisers
Act” has the meaning specified in Section 2.04.


“Aggregate
Series Available Finance Charge Collections Shortfall” means, with respect to any Monthly Period as determined on the
related Note Transfer Date, the sum of the Series Available Finance Charge Collections Shortfalls (as such term is defined in each
of the applicable Indenture Supplements) for each Shared Excess Available Finance Charge Collections Series in Shared Excess Available
Finance Charge Collections Group One for such Monthly Period.


“Aggregate
Series Available Principal Collections Shortfall” means, with respect to any Monthly Period as determined on the related
Note Transfer Date, the sum of the Series Available Principal Collections Shortfalls (as such term is defined in each of the applicable
Indenture Supplements) for each Shared Excess Available Principal Collections Series in Shared Excess Available Principal Collections
Group One for such Monthly Period.


“Allocation
Amount” means, as of the Closing Date, the Series 2017-2 Stated Principal Amount and on any date of determination thereafter,
the sum of, without duplication, (a) the Allocation Amount determined as of the later of the Closing Date or the date of determination
immediately prior to the then current date of determination, plus (b) the amount of all increases in the Series 2017-2 Stated
Principal Amount resulting from the issuance of additional Series 2017-2 Notes since the prior date of determination, plus (c)
all reimbursements, as provided in Section 4.04(e) or otherwise, of reductions in the Allocation Amount due to Investor
Charge- Offs or Reallocated Principal Collections since the prior date of determination, minus (d) the amount of the reduction
in the Allocation Amount due to Investor Charge-Offs since the prior date of determination, determined as set forth in Section
4.07, minus (e) the amount of the reduction in the Allocation Amount due to the application of Reallocated Principal Collections
since the prior date of determination, determined as set forth in Section 4.08, minus (f) the amount deposited into the
Principal Funding Account or (without duplication) deposited into the Distribution Account pursuant to Section 4.05(c) or
paid to the Series 2017-2 Noteholders (in each case, after giving effect to any deposits, allocations, reallocations or withdrawals
to be made on that day) since the prior date of determination; provided, however, that (1) the Allocation Amount may never be less
than zero, (2) the Allocation Amount may never be greater than the Adjusted Outstanding Dollar Principal Amount and (3) if there
is a sale of Collateral in accordance with Section 4.14, the Allocation Amount will be reduced to zero upon such sale.




    	 	3	 



     

    

“Applicable
Distribution Date” has the meaning specified in Section 9.01(b).


“ARR Representations
and Warranties” means the representations and warranties set forth on Exhibit A to the Asset Representations Reviewer
Agreement.


“ARR Review”
has the meaning specified in Section 4.17(a).


“Asset Representations
Reviewer” means the Person appointed by the Issuer to perform an ARR Review pursuant to an asset representations reviewer
agreement, which shall initially be Clayton Fixed Income Services LLC.


“Asset Representations
Reviewer Agreement” means the agreement entered into by and among the Servicer, the Issuer and the Asset Representations
Reviewer, dated as of May 13, 2016.


“Available
Accumulation Reserve Account Amount” means, for any Payment Date, the lesser of (a) the amount on deposit in the Accumulation
Reserve Account on such date (before giving effect to any deposit to be made to the Accumulation Reserve Account on such date)
and (b) the Required Accumulation Reserve Account Amount.


“Available
Principal Collections” means, with respect to the Series 2017-2 Notes, the Series 2017-2 Available Principal Collections
and has, with respect to any other Series of Notes, the meaning specified in the applicable Indenture Supplement for such Series
of Notes.


“Base Rate”
means, with respect to any Payment Date, the sum of (a) the annualized percentage equivalent of a fraction, the numerator of which
is equal to the sum of the Class A Monthly Interest and the Class B Monthly Interest for such Payment Date and the denominator
of which is the Outstanding Dollar Principal Amount as of the Record Date for such Payment Date and (b) the Servicing Fee Percentage
for such Payment Date.


“Class”
means the Class A Notes and the Class B Notes, as applicable.


“Class A
Additional Interest” has the meaning specified in Section 4.02(a).


“Class A
Interest Shortfall” has the meaning specified in Section 4.02(a).


“Class A
Monthly Interest” has the meaning specified in Section 4.02(a).


“Class A
Note” means any one of the Notes substantially in the form of Exhibit A-1, which is duly executed and authenticated
in accordance with the Indenture.


“Class A
Note Interest Rate” means, for any Interest Period with respect to the Class A Notes, a per annum rate equal to
LIBOR plus 0.30%.


“Class A
Noteholder” means the Person in whose name a Class A Note is registered in the Note Register.


“Class A
Stated Principal Amount” means $650,000,000.




    	 	4	 



     

    

“Class B
Additional Interest” has the meaning specified in Section 4.02(b).


“Class B
Interest Shortfall” has the meaning specified in Section 4.02(b).


“Class B
Monthly Interest” has the meaning specified in Section 4.02(b).


“Class B
Note” means any one of the Notes substantially in the form of Exhibit A-2, which is duly executed and authenticated
in accordance with the Indenture.


“Class B
Note Interest Rate” means, for any Interest Period with respect to the Class B Notes, a per annum rate equal to
0%.


“Class B
Noteholder” means the Person in whose name a Class B Note is registered in the Note Register.


“Class B
Stated Principal Amount” means $172,785,000.


“Closing
Date” means July 31, 2017.


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


“Controlled
Accumulation Amount” means $68,565,416.67; provided, however, that if the Servicer elects to postpone the
commencement of the Controlled Accumulation Period in accordance with Section 4.06(c), it shall be an amount equal to the
Outstanding Dollar Principal Amount of such Series of Notes as of the first day of the Controlled Accumulation Period divided by
the Controlled Accumulation Period Length.


“Controlled
Accumulation Period” means, unless an Early Amortization Event shall have occurred prior thereto, the period beginning
on the first Business Day of the July 2019 Monthly Period or such later date as is determined in accordance with Section 4.06(c)
and ending on the earlier to occur of (a) the commencement of the Early Amortization Period and (b) the payment in full of the
Series 2017-2 Stated Principal Amount of, and any Monthly Interest due on, the Series 2017-2 Notes.


“Controlled
Accumulation Period Length” has the meaning specified in Section 4.06(c).


“Controlled
Deposit Amount” means, for any Payment Date with respect to the Controlled Accumulation Period, an amount equal to the
sum of the Controlled Accumulation Amount for such Payment Date and any Deficit Controlled Accumulation Amount from the immediately
preceding Payment Date.


“Covered
Amount” means, for any Note Transfer Date preceding (i) each Payment Date with respect to the Controlled Accumulation
Period and (ii) the first Payment Date of the Early Amortization Period, an amount equal to the sum of (a) the product of (i) the
Class A Note Interest Rate in effect with respect to such Interest Period, (ii) a fraction, the numerator of which is the actual
number of days from and including the prior Payment Date to but excluding the then current Payment Date and the denominator of
which is 360 and (iii) the Principal Funding Account Balance, if any, as of the immediately preceding Payment Date, up to the Outstanding




    	 	5	 



     

    

Dollar Principal Amount of the Class
A Notes as of the last day of the immediately preceding Monthly Period, and (b) the product of (i) the Class B Note Interest Rate
in effect with respect to such Interest Period, (ii) a fraction, the numerator of which is the actual number of days from and including
the prior Payment Date to but excluding the then current Payment Date and the denominator of which is 360 and (iii) the lesser
of (x) the Principal Funding Account Balance, if any, as of the preceding Payment Date in excess of the Outstanding Dollar Principal
Amount of the Class A Notes as of the last day of the immediately preceding Monthly Period and (y) the Outstanding Dollar Principal
Amount of the Class B Notes as of the last day of the immediately preceding Monthly Period.


“Credit
Risk and Performance Disclosure” means written information that the Issuer shall cause to be distributed about the Notes
and the Receivables at the financial asset or pool level, as appropriate for the Receivables, and security-level to enable evaluation
and analysis of the credit risk and performance of the Notes and the Receivables, which information and its disclosure, at a minimum,
shall comply with the requirements of Regulation AB (to the extent then in effect) or any successor disclosure requirements for
public issuances, even if the Notes are issued in a private placement or are not otherwise required to be registered; provided,
that information that is unknown or not available to the Issuer after reasonable investigation may be omitted if there is included
in the offering document a statement that the specific information is otherwise unavailable.


“Daily Servicer’s
Certificate” has the meaning specified in the Servicing Agreement and shall be substantially in the form of Exhibit
B-3.


“Deficit
Controlled Accumulation Amount” means (a) on the first Payment Date with respect to the Controlled Accumulation Period,
the excess, if any, of the Controlled Accumulation Amount for such Payment Date over the amount deposited in the Principal
Funding Account on such Payment Date and (b) on each subsequent Payment Date with respect to the Controlled Accumulation Period,
the excess, if any, of the Controlled Deposit Amount for such subsequent Payment Date over the amount deposited in the Principal
Funding Account on such subsequent Payment Date.


“Delinquency
Trigger Event” means, as determined as of the last day of each Monthly Period, the occurrence of the Sixty Day Delinquency
Rate Percentage being equal to or greater than the Delinquency Trigger Percentage.


“Delinquency
Trigger Percentage” means, the lesser of (i) 9.00% or (ii) the “Delinquency Trigger Percentage” as specified
in the indenture supplement for any other Outstanding Series of Notes.


“Distribution
Account” means the Eligible Deposit Account designated as such and established pursuant to Section 4.15.


“Early Amortization
Event” means, with respect to the Series 2017-2 Notes, the events specified in Section 5.01 hereof and Article
XII of the Indenture.


“Early Amortization
Period” means the period commencing at the close of business on the Business Day immediately preceding the day on which
an Early Amortization Event with




    	 	6	 



     

    

respect to Series 2017-2 is deemed to
have occurred, and ending on the first to occur of (a) the payment in full of the Series 2017-2 Stated Principal Amount of, and
any Series 2017-2 Monthly Interest due on, the Series 2017-2 Notes, (b) the date on which Collateral is sold pursuant to Section
4.14, and (c) the Legal Maturity Date.


“Early Redemption
Event” has the meaning specified in Section 5.02.


“Excess
Spread Percentage” means, with respect to each Payment Date, as determined on the second preceding Business Day, an amount
equal to the Series 2017-2 Portfolio Yield with respect to the related Monthly Period minus the Base Rate with respect to
such Payment Date.


“Expected
Final Payment Date” means the July 15, 2020 Payment Date.


“Fitch”
means Fitch Ratings, Inc., or any successor thereto.


“Floating
Allocation Percentage” means, with respect to the Series 2017-2 Notes, the Series 2017-2 Floating Allocation Percentage
and has, with respect to any other Series of Notes, the meaning specified in the applicable Indenture Supplement for such Series
of Notes.


“Hague Securities
Convention” means The Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary
(concluded July 5, 2006), which became effective in the United States of America on April 1, 2017.


“IAI”
has the meaning specified in Section 8.07(b).


“Indenture”
means the Amended and Restated Indenture, dated as of August 1, 2012, as amended and restated as of December 17, 2013 and as amended
by the first amendment thereto, dated as of July 6, 2015, by and between the Issuer and the Indenture Trustee, as the same may
be amended, restated, supplemented or otherwise modified from time to time.


“Indenture
Supplement” has (a) with respect to Series 2017-2, the meaning specified in the preamble hereto and (b) with respect
to any other Series of Notes, the meaning specified in the Indenture.


“Indenture
Trustee” means U.S. Bank National Association, in its capacity as indenture trustee under the Indenture, its successors
in interest and any successor indenture trustee under the Indenture.


“Initial
Payment Date” means September 15, 2017.


“Interest
Period” means, with respect to any Payment Date, the period from and including the Payment Date immediately preceding
such Payment Date (or, in the case of the Initial Payment Date, from and including the Closing Date) and to but excluding such
Payment Date.


“Investor
Charge-Off” has the meaning specified in Section 4.07.


“Issuer”
has the meaning specified in the preamble hereto.




    	 	7	 



     

    

“Legal Maturity
Date” means the May 2023 Payment Date.


“LIBOR”
means, for any Interest Period, a per annum interest rate determined by the Indenture Trustee for such Interest Period in accordance
with the provisions of Section 4.13.


“LIBOR Determination
Date” means July 27, 2017 for the period from and including the Closing Date, to but excluding the Initial Payment Date,
and for every other Interest Period, the second London Business Day prior to the commencement of such Interest Period.


“Monthly
Interest” means the Series 2017-2 Monthly Interest.


“Monthly
Subordination Amount” means, with respect to any Payment Date, an amount (which shall never be less than zero) equal
to the lesser of (i) the excess of the amounts distributable pursuant to Section 4.04(a) and Section 4.04(b) over
the Series 2017-2 Available Finance Charge Collections and Shared Excess Available Finance Charge Collections available to
make such distribution pursuant to Section 4.04(a) and Section 4.04(b), and (ii) (1) the Class B Stated Principal
Amount minus (2) the amount of unreimbursed Investor Charge-offs (after giving effect to Investor Charge-offs as of the
current Payment Date) and unreimbursed Reallocated Principal Collections (as of the previous Payment Date).


“Note Rating
Agency” means Standard & Poor’s or Fitch.


“Owner Trustee”
has the meaning specified in the Trust Agreement.


“Payment
Date” means (i) with respect to Series 2017-2, the Initial Payment Date and the 15th day of each calendar month thereafter,
or, if such 15th day is not a Business Day, the next succeeding Business Day and (ii) with respect to any other Series of Notes,
the meaning specified in the applicable Indenture Supplement for such Series of Notes.


“Plan Fiduciary”
has the meaning specified in Section 2.04.


“Principal
Allocation Percentage” means, with respect to the Series 2017-2 Notes, the Series 2017-2 Principal Allocation Percentage
and has, with respect to any other Series of Notes, the meaning specified in the applicable Indenture Supplement for such Series
of Notes.


“Principal
Funding Account” means the Eligible Deposit Account designated as such and established pursuant to Section 4.06(a).


“Principal
Funding Account Balance” shall mean, with respect to any date of determination during the Controlled Accumulation Period,
the principal amount, if any, on deposit in the Principal Funding Account on such date of determination.


“Principal
Funding Account Investment Proceeds” shall have the meaning specified in Section 4.06(a)(ii).


“QIB”
has the meaning specified in Section 8.07(b).




    	 	8	 



     

    

“Quarterly
Excess Spread Percentage” means (a) with respect to the September 2017 Payment Date, the Excess Spread Percentage with
respect to the immediately preceding Monthly Period, (b) with respect to the October 2017 Payment Date, the percentage equivalent
of a fraction, the numerator of which is the sum of the Excess Spread Percentages for the immediately preceding two (2) Monthly
Periods and the denominator of which is two (2) and (c) with respect to the November 2017 Payment Date and each Payment Date thereafter,
the percentage equivalent of a fraction, the numerator of which is the sum of the Excess Spread Percentages for the immediately
preceding three (3) Monthly Periods and the denominator of which is three (3).


“Reallocated
Principal Collections” means, with respect to any Payment Date, Series 2017-2 Principal Collections applied in accordance
with Section 4.08.


“Record
Date” means the last day of the Monthly Period immediately preceding the related Payment Date.


“Reference
Banks” means four (4) major banks in the London interbank market selected by the Servicer.


“Regulation
RR” means the regulations under Section 15G of the Securities Act, added pursuant to Section 941(b) of the Dodd-Frank
Wall Street Reform and Consumer Protection Act.


“Repurchase
Party” shall have the meaning specified in Section 8.09.


“Requesting
Party” shall have the meaning specified in Section 8.09.


“Required
Accumulation Reserve Account Amount” means, with respect to any Payment Date during the Accumulation Reserve Account
Funding Period, an amount equal to (a) 0.50% of the Outstanding Dollar Principal Amount of the Series 2017-2 Notes as of the Record
Date for such Payment Date or (b) any other amount designated by the Transferor; provided, that if the amount is less than
that determined under clause (a), the Note Rating Agency Condition shall have been satisfied with respect to such designation and
written evidence of the satisfaction of the Note Rating Agency Condition has been delivered to the Servicer, the Indenture Trustee
and the Owner Trustee.


“Required
Excess Spread Percentage” means 0%; provided, however, that the Issuer may, from time to time, change such percentage
(which shall never be less than zero) (a) upon written notice to the Indenture Trustee, (b) upon satisfaction of the Note Rating
Agency Condition, and (c) provided the Issuer reasonably believes, as evidenced by an Officer’s Certificate of the Transferor
delivered to the Indenture Trustee, that such change will not have an Adverse Effect.


“Reuters
Screen LIBOR01 Page” means the display currently designated as page LIBOR01 on the Reuters Screen (or such other page
as may replace that page on that service for the purpose of displaying comparable rates or prices).


“Revolving
Period” means the period beginning on the Closing Date and ending on the earlier of (a) the close of business on the
day immediately preceding the day the Controlled




    	 	9	 



     

    

Accumulation Period commences and (b)
the close of business on the day the Early Amortization Period commences.


“Rule 144A”
has the meaning specified in Section 8.07(b).


“Senior
Class” means, with respect to the Class B Notes, the Class A Notes.


“Series”
has the meaning specified in the Indenture and, when used with respect to the Series of Notes issued pursuant to this Indenture
Supplement, means Series 2017-2.


“Series
2017-2 Available Finance Charge Collections” means, with respect to any Monthly Period, an amount equal to the sum of
(a) the Series 2017-2 Finance Charge Collections with respect to such Monthly Period, (b) Principal Funding Account Investment
Proceeds, if any, with respect to the related Payment Date and (c) amounts, if any, to be withdrawn from the Accumulation Reserve
Account, which shall be deposited into the Collection Account on the related Note Transfer Date to be treated as Series 2017-2
Available Finance Charge Collections pursuant to Section 4.11(b) and (d).


“Series
2017-2 Available Principal Collections” means, with respect to any Monthly Period, an amount equal to (a) the Series
2017-2 Principal Collections with respect to such Monthly Period, minus (b) Reallocated Principal Collections determined
as of the related Payment Date for such Monthly Period, plus (c) any Series 2017-2 Available Finance Charge Collections
available with respect to such Monthly Period to cover the Series 2017-2 Default Amount or to reimburse any reductions in the Allocation
Amount from an allocation of Investor Charge-Offs or from the application of Reallocated Principal Collections, plus (d)
following an Event of Default and acceleration of the Series 2017-2 Notes, Series 2017-2 Available Finance Charge Collections,
if any, with respect to such Monthly Period, available pursuant to Section 4.04(g).


“Series
2017-2 Default Amount” means, with respect to any Monthly Period, an amount equal to the Default Amount allocated to
the Series 2017-2 Notes pursuant to Section 4.01(d).


“Series
2017-2 Finance Charge Collections” means, with respect to any Monthly Period, the Finance Charge Collections allocated
to the Series 2017-2 Notes pursuant to Section 4.01(b).


“Series
2017-2 Floating Allocation Percentage” means, with respect to any Monthly Period for such Monthly Period, and any date
of determination as of such date of determination in such Monthly Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Allocation Amount as of the beginning of the first day of such Monthly
Period (or, (x) in the case of the first Monthly Period, the Series 2017-2 Stated Principal Amount and (y) with respect to any
Monthly Period in which there is an issuance of additional Series 2017-2 Notes occurring in such Monthly Period, the Allocation
Amount (after giving effect to any increase to the Allocation Amount resulting from the issuance of the additional Series 2017-2
Notes) as of any date of determination on or after the date of such issuance of additional Series 2017-2 Notes), and the denominator
of which is the greater of (i) the Pool Balance as of the beginning of the first day of such Monthly Period as adjusted in accordance
with the provisions below related to this clause (i), or (ii) the sum of the numerators used to calculate the Floating Allocation
Percentages for all Series of Notes as of the beginning




    	 	10	 



     

    

of the first day of such Monthly Period
as adjusted in accordance with the provisions below related to this clause (ii). With respect to any Monthly Period in which an
Addition Date or a Removal Date occurs, on such Addition Date or Removal Date, as applicable, the amount calculated above pursuant
to clause (i) shall be adjusted to give effect to all increases and decreases in the Pool Balance occurring in such Monthly Period
from the first day of such Monthly Period to and including such Addition Date or Removal Date. With respect to any Monthly Period
in which there is a new issuance of Notes or an additional issuance of Notes of an Outstanding Series of Notes, in each case, pursuant
to Section 4.10 of the Indenture, the amount calculated above pursuant to clause (ii) shall be adjusted to give effect to
all increases in the sum of the allocation amounts resulting from such new Series of Notes or additional issuance of Notes of an
Outstanding Series of Notes occurring in such Monthly Period from the immediately preceding date of determination in such Monthly
Period to and including the date of issuance of such new Series of Notes or the additional issuance of Notes of an Outstanding
Series of Notes.


“Series
2017-2 Monthly Interest” means, with respect to any Payment Date, (a) the Class A Monthly Interest, (b) any Class A Monthly
Interest previously due but not paid to the Class A Noteholders, (c) the Class B Monthly Interest, (d) any Class B Monthly Interest
previously due but not paid to the Class B Noteholders, (e) the amount of Additional Interest, if any, and (f) any Additional Interest
previously due but not paid to the Series 2017-2 Noteholders, in each case for such Payment Date.


“Series
2017-2 Monthly Principal” has the meaning specified in Section 4.03.


“Series
2017-2 Noteholders” means a Class A Noteholder or a Class B Noteholder.


“Series
2017-2 Note” means a Class A Note or a Class B Note.


“Series
2017-2 Portfolio Yield” means, for any Monthly Period (which, in the case of the first Monthly Period, shall be determined
pursuant to Section 2.01(e)), the annualized percentage equivalent of a fraction:


(a)       the numerator
of which is equal to the sum of:


(A)       the Series
2017-2 Available Finance Charge Collections with respect to such Monthly Period; minus


(B)       the Series
2017-2 Default Amount for such Monthly Period; and


(b)       the
denominator of which is the Allocation Amount as of the last day of the preceding Monthly Period.


“Series
2017-2 Principal Allocation Percentage” means, with respect to any Monthly Period for such Monthly Period, and any date
of determination as of such date of determination in such Monthly Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is (a) during the Revolving Period, the Allocation Amount as of the beginning
of the first day of such Monthly Period (or, in the case of the first Monthly Period, the Series 2017-2 Stated Principal Amount
and (y) with respect to any Monthly Period in




    	 	11	 



     

    

which there is an issuance of additional
Series 2017-2 Notes occurring in such Monthly Period, the Allocation Amount (after giving effect to any increase to the Allocation
Amount resulting from the issuance of the additional Series 2017-2 Notes) as of any date of determination on or after the date
of such issuance of additional Series 2017-2 Notes) and (b) during the Controlled Accumulation Period or the Early Amortization
Period, the Allocation Amount as of the close of business on the date on which the Revolving Period shall have terminated, and
the denominator of which is the greater of (i) the Pool Balance as of the beginning of the first day of such Monthly Period as
adjusted in accordance with the provisions below related to this clause (i), or (ii) the sum of the numerators used to calculate
the Principal Allocation Percentages for all Series of Notes as adjusted in accordance with the provisions below related to this
clause (ii). With respect to any Monthly Period in which an Addition Date or a Removal Date occurs, on such Addition Date or Removal
Date, as applicable, the amount calculated above pursuant to clause (i) shall be adjusted to give effect to all increases and decreases
in the Pool Balance occurring in such Monthly Period from the first day of such Monthly Period to and including such Addition Date
or Removal Date. With respect to any Monthly Period in which there is a new issuance of Notes or an additional issuance of Notes
of an Outstanding Series of Notes, in each case, pursuant to Section 4.10 of the Indenture, the amount calculated above
pursuant to clause (ii) shall be adjusted to give effect to all increases in the sum of the allocation amounts resulting from such
new Series of Notes or additional issuance of Notes of an Outstanding Series of Notes occurring in such Monthly Period from the
immediately preceding date of determination in such Monthly Period to and including the date of issuance of such new Series of
Notes or the additional issuance of Notes of an Outstanding Series of Notes.


“Series
2017-2 Principal Collections” means, with respect to any Monthly Period, the Principal Collections allocated to the Series
2017-2 Notes pursuant to Section 4.01(c).


“Series
2017-2 Servicing Fee” means, with respect to any Monthly Period, an amount equal to the product of (a) the Servicing
Fee with respect to such Monthly Period and (b) the Series 2017-2 Floating Allocation Percentage with respect to such Monthly Period.


“Series
2017-2 Stated Principal Amount” means $822,785,000.


“Series
Available Finance Charge Collections Shortfall” means, with respect to any Monthly Period as determined on the related
Note Transfer Date, (a) with respect to Series 2017-2, the excess, if any, of (i) the aggregate amount targeted to be paid or applied
pursuant to Sections 4.04(a) through (f) for such Monthly Period over (ii) the Series 2017-2 Available Finance
Charge Collections with respect to such Monthly Period and (b) with respect to any other Series, the amount set forth in the applicable
Indenture Supplement for such Monthly Period; provided, however, that the Issuer, when authorized by an Officer’s
Certificate of the Transferor, may amend or otherwise modify this definition of Series Available Finance Charge Collections Shortfall
provided that the Note Rating Agency Condition is satisfied.


“Series
Available Principal Collections Shortfall” means, with respect to any Monthly Period as determined on the related Note
Transfer Date, (a) with respect to Series 2017-2, the excess, if any, of (i) the lesser of the amounts determined pursuant to Sections
4.03(b)(ii) and (iii), for such Monthly Period over (ii) the Series 2017-2 Available Principal Collections, less any
amount released and used to purchase Receivables under Section 4.01(f), with respect to




    	 	12	 



     

    

such Monthly Period and (b) with respect
to any other Series of Notes, the amount set forth in the applicable Indenture Supplement for such Monthly Period; provided,
however, that the Issuer, when authorized by an Officer’s Certificate of the Transferor, may amend or otherwise modify
this definition of Series Available Principal Collections Shortfall provided that the Note Rating Agency Condition is satisfied.


“Servicing
Agreement” means the Amended and Restated Servicing Agreement, dated as of August 1, 2012, as amended and restated as
of December 17, 2013, among Barclays Dryrock Funding LLC, as Transferor, the Servicer and the Indenture Trustee, as amended, restated,
supplemented or otherwise modified from time to time.


“Shared
Excess Available Finance Charge Collections” means, with respect to any Monthly Period as determined on the related Note
Transfer Date, with respect to any Series of Notes in Shared Excess Available Finance Charge Collections Group One, the sum of
(a) the amount of Series 2017-2 Available Finance Charge Collections with respect to such Monthly Period, available after application
in accordance with Section 4.04(a) through (g) and (b) the Finance Charge Collections remaining after all
required payments and deposits from all other Series identified as belonging to Shared Excess Available Finance Charge Collections
Group One which the applicable Indenture Supplements for such Series specify are to be treated as “Shared Excess Available
Finance Charge Collections” with respect to such Monthly Period.


“Shared
Excess Available Finance Charge Collections Group One” means the Shared Excess Available Finance Charge Collections Group
to which Series 2017-2 has been designated for inclusion under Section 4.09(a).


“Shared
Excess Available Principal Collections” means, with respect to any Monthly Period as determined on the related Note Transfer
Date, the sum of (a) with respect to Series 2017-2, the amount of Series 2017-2 Available Principal Collections, less any amount
released and used to purchase Receivables under Section 4.01(f), for such Monthly Period available after application in
accordance with Sections 4.05(b)(i) through (iii) and (b) with respect to any other Series included in Shared Excess
Available Principal Collections Group One, the Principal Collections allocated to such other Series remaining after all required
payments and deposits, which the applicable Indenture Supplements for such Series specify are to be treated as “Shared Excess
Available Principal Collections” with respect to such Monthly Period.


“Shared
Excess Available Principal Collections Group One” means the Shared Excess Available Principal Collections Group to which
Series 2017-2 has been designated for inclusion under Section 4.10(a).


“Sixty Day
Delinquency Rate” means, as determined as of the last day of the Monthly Period, the percentage equivalent of a fraction,
the numerator of which is an amount equal to the aggregate Dollar amount of Sixty Day Delinquent Assets and the denominator of
which is equal to the aggregate Dollar amount of all Receivables.


“Sixty Day
Delinquency Rate Percentage” means, (a) as determined as of the last day of the initial Monthly Period for the Series
2017-2 Notes, the Sixty Day Delinquency Rate, (b) as determined as of the last day of the second Monthly Period for the Series
2017-2 Notes, the




    	 	13	 



     

    

percentage equivalent of a fraction,
the numerator of which is the sum of the Sixty Day Delinquency Rates for the initial Monthly Period and the second Monthly Period
and the denominator of which is two (2), and (c) as determined as of the last day of any Monthly Period (other than the initial
Monthly Period or second Monthly Period) for the Series 2017-2 Notes, the percentage equivalent of a fraction, the numerator of
which is the sum of the Sixty Day Delinquency Rates for the Monthly Period in which such determination occurs and the two (2) Monthly
Periods immediately preceding such Monthly Period and the denominator of which is three (3).


“Sixty Day
Delinquent Asset” means a Receivable (i) with respect to which three consecutive scheduled payments under the applicable
Account Agreement remain unpaid for three consecutive billing date cycles and (ii) that is not a Defaulted Receivable.


“Stated
Principal Amount” means, with respect to the Series 2017-2 Notes, the Series 2017-2 Stated Principal Amount and has,
with respect to any other Series of Notes, the meaning specified in the applicable Indenture Supplement for such Series of Notes.


“Subordinated
Class” means, with respect to the Class A Notes, the Class B Notes.


“Tax Retained
Notes” if any, means any Class A Notes while beneficially owned after the closing date by either (i) the issuer of such
Notes for U.S. federal income tax purposes or (ii) a member of an expanded group (as defined in Treasury Regulation section 1.385-1(c)(4)
or any successor regulation then in effect) that includes the issuer of such Notes for U.S. federal income tax purposes other than
a member of a consolidated group (as defined in Treasury Regulation section 1.1502-1(h)) that includes the issuer of such Notes
for U.S. Federal income tax purposes, until such time as such Notes are the subject of an opinion pursuant to Section 8.11
of this Indenture Supplement.


“Transaction
Parties” means the Issuer, BBD, the Transferor, the Servicer, any other party with an economic relationship to the Issuer
and any of their respective affiliates.


“Transfer
Agreement” means the Amended and Restated Transfer Agreement, dated as of August 1, 2012, as amended and restated as
of December 17, 2013, and as amended by the first amendment thereto, dated as of March 1, 2017, by and among Barclays Dryrock Funding
LLC, as Transferor, the Issuer, and the Indenture Trustee, as amended, restated, supplemented or otherwise modified from time to
time.


“Transferor
Amount Measurement Date” means the Record Date. For the avoidance of doubt, the Transferor Amount Measurement Date is
the seller’s interest measurement date for purposes of Section 246.5(c)(4) of Regulation RR.


Section 1.02         
Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.


(a)               
THIS INDENTURE SUPPLEMENT WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE




    	 	14	 



     

    

OBLIGATIONS, RIGHTS AND REMEDIES OF
THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


(b)              
Each party hereto hereby consents and agrees that the state or federal courts located in the Borough of Manhattan in New
York City shall have exclusive jurisdiction to hear and determine any claims or disputes between them pertaining to this Indenture
Supplement or to any matter arising out of or relating to this Indenture Supplement; provided, that each party hereto acknowledges
that any appeals from those courts may have to be heard by a court located outside of the Borough of Manhattan in New York City;
provided, further, that nothing in this Indenture Supplement shall be deemed or operate to preclude the Indenture
Trustee from bringing suit or taking other legal action in any other jurisdiction to realize on the Receivables or any security
for the obligations of the Issuer arising hereunder or to enforce a judgment or other court order in favor of the Indenture Trustee.
Each party hereto submits and consents in advance to such jurisdiction in any action or suite commenced in any such court, and
each party hereto hereby waives any objection that such party may have based upon lack of personal jurisdiction, improper venue
or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such
court. Each party hereto hereby waives personal service of the summons, complaint and other process issued in any such action or
suit and agrees that service of such summons, complaint, and other process may be made by registered or certified mail addressed
to such party at its address, and that service so made shall be deemed completed upon the earlier of such party’s actual
receipt thereof or three (3) days after deposit in the United States mail, proper postage prepaid. Nothing in this Section 1.02
shall affect the right of any party hereto to serve legal process in any other manner permitted by law.


(c)               
BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY
AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES),
THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION
OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION,
SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR CONNECTION
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS INDENTURE SUPPLEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.






    	 	15	 



     

    

 


Section 1.03         
Counterparts. This Indenture Supplement may be executed in two (2) or more counterparts (and by different parties
on separate counterparts), each of which shall be deemed an original, and all of which when taken together shall constitute one
and the same instrument.


Section 1.04         
Ratification of Indenture. As supplemented by this Indenture Supplement, the Indenture is in all respects ratified
and confirmed and the Indenture as so supplemented by this Indenture Supplement shall be read, taken and construed as one and the
same instrument.


[END OF ARTICLE I]


ARTICLE
II



THE NOTES


Section 2.01         
Designation.


(a)               
There is hereby created a Series of Notes to be issued pursuant to the Indenture and this Indenture Supplement to be known
as “Barclays Dryrock Issuance Trust, Series 2017-2” or the “Series 2017-2 Notes.” The Series 2017-2 Notes
shall be issued in two (2) Classes, the first of which shall be known as the “Class A Series 2017-2 Floating Rate Asset Backed
Notes” and the second of which shall be known as the “Class B Series 2017-2 Fixed Rate Asset Backed Notes.” The
Series 2017-2 Notes shall be due and payable on the Legal Maturity Date.


(b)              
The Series 2017-2 Notes shall be secured by the Collateral. For the avoidance of doubt, the parties agree that the payment
of principal and interest on the Series 2017-2 Notes shall be primarily based on the performance of the Receivables and, except
for interest rate or currency mismatches between the Receivables and the Series 2017-2 Notes, shall not be contingent on market
or credit events that are independent of such financial assets.


(c)               
Series 2017-2 shall be a Shared Excess Available Finance Charge Collections Series and shall be included in Shared Excess
Available Finance Charge Collections Group One. Series 2017-2 shall be a Shared Excess Available Principal Collections Series and
shall be included in Shared Excess Available Principal Collections Group One. Other than as specified in this Section 2.01(c),
Series 2017-2 shall not be in any other Group.


(d)              
Series 2017-2 shall not be subordinated to any other Series of Notes.


(e)               
Notwithstanding any provision in the Indenture or in this Indenture Supplement to the contrary, the first Payment Date with
respect to Series 2017-2 shall be the September 2017 Payment Date, and the first Monthly Period shall begin on and include the
Closing Date and end on and include August 31, 2017.


(f)                
The Series 2017-2 Notes shall not be predominantly sold to an affiliate (other than a wholly-owned subsidiary consolidated
for accounting and capital purposes with BBD) or insider of BBD.






    	 	16	 



     

    

 


Section 2.02         
Issuance of Series 2017-2 Notes. The Issuer may issue Notes of any Class of the Series 2017-2 Notes, so long as
the conditions precedent set forth in Section 4.10 of the Indenture are satisfied.


Section 2.03         
Documentation. This Indenture Supplement, together with the Transaction Documents, shall (a) define the contractual
rights and responsibilities of the parties, including, but not limited to, representations and warranties and ongoing disclosure
requirements, and any measures to avoid conflicts of interest; and (b) provide authority for the parties, including, but not limited
to, BBD, the Servicer and the Series 2017-2 Noteholders to fulfill their respective duties and exercise their rights under the
contracts and clearly distinguish between any multiple roles performed by any party.


Section 2.04         
Additional ERISA-Related Transfer Restrictions. In addition to the transfer restrictions set forth in the Indenture
and on the legends of the Class A Note, each purchaser and transferee that is an “employee benefit plan” as defined
in Section 3(3) of ERISA that is subject to Title I of ERISA, a “plan” as defined in and subject to Section 4975 of
the Code, or an entity whose underlying assets include “plan assets” by reason of such employee benefit plan’s
or plan’s investment in the entity and the fiduciary purchasing such Class A Note (or interest therein) on its behalf (the
“Plan Fiduciary”) shall be deemed to represent and warrant that the decision to acquire and hold the Class A
Note (or interest therein) has been made by the Plan Fiduciary and the Plan Fiduciary is an “independent fiduciary with financial
expertise” as described in 29 C.F.R. Section 2510.3-21(c)(1), meaning that: (a) the Plan Fiduciary is independent of the
Transaction Parties and either: (1) is a bank as defined in Section 202 of the Investment Advisers Act of 1940 (the “Advisers
Act”), or similar institution that is regulated and supervised and subject to periodic examination by a U.S. state or
U.S. federal agency; (2) is an insurance carrier which is qualified under the laws of more than one state to perform the services
of managing, acquiring or disposing of assets of an employee benefit plan described in Section 3(3) of ERISA or any plan described
in Section 4975(e)(1)(A) of the Code; (3) is an investment adviser registered under the Advisers Act, or, if not registered an
as investment adviser under the Advisers Act by reason of paragraph (1) of Section 203A of the Advisers Act, is registered as an
investment adviser under the laws of the state in which it maintains its principal office and place of business; (4) is a broker-dealer
registered under the Securities Exchange Act; or (5) holds, or has under its management or control, total assets of at least U.S.
$50 million (provided that this clause (5) shall not be satisfied if the Plan Fiduciary is an individual directing his or her own
individual retirement account or plan account or relative of such individual); (b) the Plan Fiduciary is capable of evaluating
investment risks independently, both in general and with respect to particular transactions and investment strategies, including
the acquisition by such Person of such Class A Note (or an interest therein); (c) the Plan Fiduciary is a “fiduciary”
with respect to such Person within the meaning of Section 3(21) of ERISA, Section 4975 of the Code, or both, and is responsible
for exercising independent judgment in evaluating such Person’s acquisition and holding of such Class A Note (or an interest
therein); (d) none of the Transaction Parties has exercised any authority to cause such Person to invest in such Class A Note (or
an interest therein) or to negotiate the terms of such Person’s investment in the Class A Note (or an interest therein);
and (e) the Plan Fiduciary has been informed by the Transaction Parties: (1) that none of the Transaction Parties are undertaking
to provide impartial investment advice or to give advice in a fiduciary capacity, and that no such entity has given investment
advice or otherwise made a recommendation, in




    	 	17	 



     

    

connection with such Person’s
acquisition of the Class A Note (or an interest therein); and (2) of the existence and nature of the Transaction Parties’
financial interests in such Person’s acquisition of the Class A Note (or an interest therein).


 


[END OF ARTICLE II]


ARTICLE
III



SERVICING COMPENSATION


Section 3.01         
Servicing Compensation. The share of the Servicing Fee allocable to the Series 2017-2 Noteholders with respect to
any Payment Date shall equal the Series 2017-2 Servicing Fee. The portion of the Servicing Fee that is not allocable to the Series
2017-2 Noteholders shall be paid by the holders of the Transferor Interest or the Noteholders of other Series of Notes (as provided
in the related Indenture Supplements), and in no event shall the Issuer, the Owner Trustee, the Indenture Trustee or the Series
2017-2 Noteholders be liable for the share of the Servicing Fee to be paid by the holders of the Transferor Interest or the Noteholders
of any other Series of Notes.


[END OF ARTICLE III]


ARTICLE
IV



RIGHTS OF SERIES 2017-2 NOTEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS


Section 4.01         
Collections and Allocations.


(a)               
Allocations. Finance Charge Collections, Principal Collections, the Default Amount and the Servicing Fee shall be allocated
pursuant to Article V of the Indenture and shall be allocated to Series 2017-2 and distributed as set forth in this Article
IV.


(b)              
Allocations of Finance Charge Collections to the Series 2017-2 Notes. With respect to each date on which the Servicer deposits
Collections into the Collection Account, the Indenture Trustee, at the direction of the Servicer as set forth in the Daily Servicer’s
Certificate, shall allocate to the Series 2017-2 Noteholders and retain in the Collection Account for application as provided herein
an amount equal to the product of (i) the Series 2017-2 Floating Allocation Percentage and (ii) the amount of Finance Charge Collections
deposited into the Collection Account on such date.


(c)               
Allocations of Principal Collections to the Series 2017-2 Notes. With respect to each date on which the Servicer deposits
Collections into the Collection Account, the Indenture Trustee, at the direction of the Servicer as set forth in the Daily Servicer’s
Certificate, shall allocate to the Series 2017-2 Noteholders an amount equal to the product of (i) the Series 2017-2 Principal
Allocation Percentage and (ii) the amount of Principal Collections deposited into the Collection Account on such date.




    	 	18	 



     

    

(d)              
Allocations of the Default Amount to the Series 2017-2 Notes. With respect to each Monthly Period, the Indenture Trustee,
at the direction of the Servicer, shall on or prior to the applicable Note Transfer Date allocate to the Series 2017-2 Notes an
amount equal to the product of (i) the Series 2017-2 Floating Allocation Percentage and (ii) the Default Amount with respect to
such Monthly Period.


(e)               
Allocations of the Servicing Fee to the Series 2017-2 Notes. With respect to each Monthly Period, the Indenture Trustee,
at the direction of the Servicer, shall on or prior to the applicable Note Transfer Date allocate to the Series 2017-2 Notes an
amount equal to the product of (i) the Series 2017-2 Floating Allocation Percentage and (ii) the Servicing Fee with respect to
such Monthly Period.


(f)                
Release of Principal Collections to Purchase Receivables. Principal Collections allocated to the Series 2017-2 Notes as
provided in Section 4.01(c) and on deposit in the Collection Account with respect to each Monthly Period may, upon request
made by the Servicer on behalf of the Transferor to the Indenture Trustee, on any date, subject to the restrictions set forth below
in this Section 4.01(f), be released from the Collection Account to the Transferor free and clear of the lien of the Indenture
to be used solely for the purpose of purchasing Receivables. The release of Principal Collections under this Section 4.01(f),
shall be subject to the following limitations: (1) no Principal Collections may be released if an Early Amortization Event has
occurred and is continuing for one or more Series of Notes in Shared Excess Available Principal Collections Group One; (2) on each
date of transfer only the excess of (a) the amount determined pursuant to Section 4.01(c), over (b) an amount equal to the
product of (i) the amount determined pursuant to Section 4.01(c), and (ii) a fraction, the numerator of which is the Class
B Stated Principal Amount and the denominator of which is the Series 2017-2 Stated Principal Amount, may be released; and (3) if
one or more Series of Notes in Shared Excess Available Principal Collections Group One is in a Controlled Accumulation Period,
no Principal Collections for such Monthly Period may be released if the amount of Principal Collections remaining in the Collection
Account for such Monthly Period allocable to Shared Excess Available Principal Collections Group One would be less than the sum
of the Controlled Deposit Amounts for such Series of Notes in Shared Excess Available Principal Collections Group One in a Controlled
Accumulation Period due on the Payment Date for the related Monthly Period.


Section 4.02         
Determination of Series 2017-2 Monthly Interest.


(a)               
The amount of monthly interest (“Class A Monthly Interest”) distributable from the Collection Account
with respect to the Class A Notes for any Payment Date shall be an amount equal to the product of (i) (x) a fraction, the numerator
of which is the actual number of days in the related Interest Period and the denominator of which is 360, times (y) the
Class A Note Interest Rate in effect for the related Interest Period and (ii) the Outstanding Dollar Principal Amount of the Class
A Notes as of the close of business on the Record Date.


On the Note Transfer
Date preceding each Payment Date, the Servicer shall determine the excess, if any (the “Class A Interest Shortfall”),
of (i) the Class A Monthly Interest for such Payment Date over (ii) the aggregate amount of funds retained in the Collection
Account and allocated and available to pay such Class A Monthly Interest on such Payment




    	 	19	 



     

    

Date. If the Class A Interest Shortfall
with respect to any Payment Date is greater than zero, on each subsequent Payment Date until such Class A Interest Shortfall is
fully paid, an additional amount (“Class A Additional Interest”) equal to the product of (i) (x) a fraction,
the numerator of which is the actual number of days in the related Interest Period and the denominator of which is 360, times
(y) the Class A Note Interest Rate in effect for the related Interest Period plus 2% per annum and (ii) such
Class A Interest Shortfall (or the portion thereof which has not been paid to the Class A Noteholders) shall be payable as provided
herein with respect to the Class A Notes. Notwithstanding anything to the contrary herein, Class A Additional Interest shall be
payable or distributed to the Class A Noteholders only to the extent permitted by applicable law.


(b)              
The amount of monthly interest (“Class B Monthly Interest”) distributable from the Collection Account
with respect to the Class B Notes for any Payment Date shall be an amount equal to the product of (i) (x) a fraction, the numerator
of which is thirty (30) and the denominator of which is 360, times (y) the Class B Note Interest Rate in effect for the
related Interest Period and (iii) the Outstanding Dollar Principal Amount of the Class B Notes as of the close of business on the
Record Date.


On the Note Transfer
Date preceding each Payment Date, the Servicer shall determine the excess, if any (the “Class B Interest Shortfall”),
of (i) the Class B Monthly Interest for such Payment Date over (ii) the aggregate amount of funds retained in the Collection
Account and allocated and available to pay such Class B Monthly Interest on such Payment Date. If the Class B Interest Shortfall
with respect to any Payment Date is greater than zero, on each subsequent Payment Date until such Class B Interest Shortfall is
fully paid, an additional amount (“Class B Additional Interest”) equal to the product of (i) (x) a fraction,
the numerator of which is thirty (30) and the denominator of which is 360, times (y) the Class B Note Interest Rate in effect
for the related Interest Period plus 2% per annum and (ii) such Class B Interest Shortfall (or the portion thereof
which has not been paid to the Class B Noteholders) shall be payable as provided herein with respect to the Class B Notes. Notwithstanding
anything to the contrary herein, Class B Additional Interest shall be payable or distributed to the Class B Noteholders only to
the extent permitted by applicable law.


Section 4.03         
Determination of Series 2017-2 Monthly Principal. The amount of monthly principal made available with respect to
the Series 2017-2 Notes for any Payment Date (the “Series 2017-2 Monthly Principal”), shall be equal to (a)
during the Revolving Period, zero and (b) beginning with the Payment Date in the month following the month in which the Controlled
Accumulation Period or, if earlier, the Early Amortization Period, begins, shall be equal to the least of (i) the Series 2017-2
Available Principal Collections, less any amount released and used to purchase Receivables under Section 4.01(f), currently
on deposit in the Collection Account with respect to such Payment Date, (ii) for each Payment Date with respect to the Controlled
Accumulation Period, the Controlled Deposit Amount for such Payment Date and (iii) the Allocation Amount for such Payment Date
(after taking into account any adjustments to be made on such Payment Date pursuant to Section 4.04, Section 4.07,
and Section 4.08).


Section 4.04         
Application of Series 2017-2 Available Finance Charge Collections on Deposit in the Collection Account. On each Note
Transfer Date the Servicer shall, or shall instruct the Indenture Trustee in writing, to withdraw from the Collection Account and
deposit




    	 	20	 



     

    

into the Distribution Account from the
Series 2017-2 Available Finance Charge Collections with respect to the related Payment Date an amount equal to the amount determined
under Section 4.04(a). The Servicer shall apply, or shall instruct the Indenture Trustee in writing (which writing shall
be substantially in the form of Exhibit B-3), to apply on each Payment Date, (i) the Series 2017-2 Available Finance Charge
Collections with respect to the related Payment Date on deposit in the Collection Account and (ii) with respect to Section 4.04(a)
the funds on deposit in the Distribution Account, as applicable, in the following priority:


(a)               
an amount equal to Class A Monthly Interest for such Payment Date, plus the amount of any Class A Monthly Interest,
or portion thereof, previously due but not paid to Class A Noteholders on a prior Payment Date, plus the amount of any Class
A Additional Interest for such Payment Date, plus the amount of any Class A Additional Interest, or portion thereof, previously
due but not paid to Class A Noteholders on a prior Payment Date, shall be distributed to the Paying Agent for payment to Class
A Noteholders on such Payment Date;


(b)              
an amount equal to the Series 2017-2 Servicing Fee for such Payment Date, plus the amount of any Series 2017-2 Servicing
Fee, or portion thereof, previously due but not paid to the Servicer on a prior Payment Date, shall be distributed to the Servicer;


(c)               
an amount equal to Class B Monthly Interest for such Payment Date, plus the amount of any Class B Monthly Interest, or portion
thereof, previously due but not paid to Class B Noteholders on a prior Payment Date, plus the amount of any Class B Additional
Interest for such Payment Date, plus the amount of any Class B Additional Interest, or portion thereof, previously due but
not paid to Class B Noteholders on a prior Payment Date, shall be distributed to the Paying Agent for the payment to Class B Noteholders
on such Payment Date;


(d)              
an amount equal to the Series 2017-2 Default Amount for such Payment Date shall be treated as a portion of Series 2017-2
Available Principal Collections for such Payment Date;


(e)               
an amount equal to the sum of the aggregate amount of Investor Charge- Offs and the amount of Reallocated Principal Collections
which have not previously been reimbursed shall be used to reimburse such amount pursuant to this Section 4.04(e) and treated
as Series 2017-2 Available Principal Collections for such Payment Date;


(f)                
on each Payment Date during the Accumulation Reserve Account Funding Period an amount equal to the excess, if any, of the
Required Accumulation Reserve Account Amount over the Available Accumulation Reserve Account Amount shall be deposited into the
Accumulation Reserve Account;


(g)               
upon the occurrence of an Event of Default with respect to Series 2017-2 and acceleration of the maturity of the Series
2017-2 Notes pursuant to Section 7.02 of the Indenture, the balance, if any, up to the Outstanding Dollar Principal Amount, less
the amount of Series 2017-2 Available Principal Collections (less any amount released and used to purchase Receivables under
Section 4.01(f)) currently on deposit in the Collection Account allocated to Series 2017-2 on such Payment Date (other than
pursuant to this clause (g)), shall be treated as Series 2017-2 Available Principal Collections for such Payment Date;




    	 	21	 



     

    

(h)               
the balance, if any, shall constitute a portion of Shared Excess Available Finance Charge Collections for such Payment Date
and shall be available for allocation to other Series in Shared Excess Available Finance Charge Collections Group One, to the extent
needed; and


(i)                 
first, an amount equal to that needed to pay any other obligations of the Issuer under the Transaction Documents shall be
applied to pay such obligations, and the balance shall be paid to the holders of the Transferor Interest.


Section 4.05         
Application of Series 2017-2 Available Principal Collections.


(a)               
On or before each Payment Date with respect to the Revolving Period, an amount equal to Series 2017-2 Available Principal
Collections deposited in the Collection Account with respect to the related Monthly Period, less any amount released and used to
purchase Receivables under Section 4.01(f), shall be treated as Shared Excess Available Principal Collections with respect
to such Monthly Period.


(b)              
With respect to the Controlled Accumulation Period or the Early Amortization Period, an amount equal to the Series 2017-2
Available Principal Collections, less any amount released and used to purchase Receivables under Section 4.01(f), currently
on deposit in the Collection Account for the related Monthly Period, shall be distributed or deposited on the following dates and
in the following order of priority:


(i)                 
during the Controlled Accumulation Period, and prior to the payment in full of the Class A Notes and the Class B Notes,
an amount equal to the Series 2017-2 Monthly Principal, for each Payment Date shall be deposited into the Principal Funding Account
on such Payment Date; provided, however, that with respect to the calendar month in which the Expected Final Payment
Date occurs, such deposit shall be made on the applicable Note Transfer Date;


(ii)               
during the Early Amortization Period, on each Note Transfer Date an amount equal to the lesser of (i) the Series 2017-2
Monthly Principal, for the related Payment Date or (ii) the Class A Stated Principal Amount, shall be deposited into the Distribution
Account and on the related Payment Date distributed to the Paying Agent for payment to the Class A Noteholders on such Payment
Date until the Class A Stated Principal Amount has been paid in full;


(iii)              
during the Early Amortization Period on each Payment Date, after giving effect to the deposit on the related Note Transfer
Date referred to in clause (ii) above, an amount equal to the Series 2017-2 Monthly Principal for such Payment Date remaining,
if any, shall be distributed to the Paying Agent for payment to the Class B Noteholders on such Payment Date until the Class B
Stated Principal Amount has been paid in full; and


(iv)             
on each Payment Date the balance of such Series 2017-2 Available Principal Collections after giving effect to the distributions
referred to in clauses (i)-(iii) above shall be treated as Shared Excess Available Principal Collections for the benefit of other
Series in the Shared Excess Available Principal Collections Group One.




    	 	22	 



     

    

(c)               
On the earlier to occur of the Note Transfer Date relating to (i) the first Payment Date with respect to the Early Amortization
Period and (ii) the Expected Final Payment Date, the Indenture Trustee, acting in accordance with instructions from the Servicer,
shall withdraw from the amounts deposited into the Principal Funding Account pursuant to Section 4.05(b)(i) and deposit
into the Distribution Account an amount equal to the lesser of the amount in the Principal Funding Account and the Class A Stated
Principal Amount, and the Indenture Trustee, acting in accordance with instructions from the Servicer, shall distribute such funds
to the Paying Agent for payment to the Class A Noteholders on the related Payment Date. On the earlier to occur of (i) the first
Payment Date with respect to the Early Amortization Period and (ii) the Expected Final Payment Date, the Indenture Trustee, acting
in accordance with instructions from the Servicer, shall withdraw from the remaining amounts, if any, in the Principal Funding
Account an amount equal to the lesser of such remaining amount and the Class B Stated Principal Amount, and the Indenture Trustee,
acting in accordance with instructions from the Servicer, shall distribute such funds to the Paying Agent for payment to the Class
B Noteholders on such Payment Date.


Section 4.06         
Principal Funding Account; Controlled Accumulation Period.


(a)               
(i) The Issuer shall cause to be established and maintained an Eligible Deposit Account (the “Principal Funding
Account”), bearing a designation clearly indicating that the funds and other property credited thereto are held for the
benefit of the Indenture Trustee and the Series 2017-2 Noteholders in accordance with Section 5.02(c) of the Indenture.


(ii)               
If a securities intermediary has been appointed, funds on deposit in the Principal Funding Account shall be invested by
the Indenture Trustee in Eligible Investments selected by the Servicer in accordance with written instructions from the Servicer.
All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Series 2017-2 Noteholders; provided,
that with respect to each Payment Date, all interest and other investment income (net of losses and investment expenses) (“Principal
Funding Account Investment Proceeds”) on funds on deposit therein shall be applied as set forth in Section 4.06(a)(iii)
below; and provided, further, that funds on deposit in the Principal Funding Account shall be invested in Eligible
Investments that shall mature so that such funds shall be available at the opening of business on the Note Transfer Date preceding
the following Payment Date. Unless the Servicer directs otherwise, funds deposited in the Principal Funding Account on a Note Transfer
Date upon the maturity of any Eligible Investments are not required to be invested. No such Eligible Investment shall be disposed
of prior to its maturity; provided, however, that the Indenture Trustee shall sell, liquidate or dispose of any such
Eligible Investment if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest
or any other amount with respect to such Eligible Investment; provided further, however, that the Servicer shall
deliver prompt written notice to the Indenture Trustee of any such default; and provided further, that, subject to Section
8.01 of the Indenture, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in such Principal
Funding Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Indenture
Trustee’s failure to make payments on such Eligible Investments issued by the Indenture Trustee, in its commercial capacity,
in accordance with their terms.




    	 	23	 



     

    

(iii)              
On each Note Transfer Date with respect to the Controlled Accumulation Period, the Servicer shall direct the Indenture Trustee
in writing to withdraw from the Principal Funding Account and deposit into the Collection Account all Principal Funding Account
Investment Proceeds, if any, then on deposit in the Principal Funding Account and such Principal Funding Account Investment Proceeds,
if any, shall be treated as a portion of Series 2017-2 Available Finance Charge Collections.


(iv)             
Reinvested interest and other investment income on funds deposited in the Principal Funding Account shall not be considered
to be principal amounts on deposit therein for purposes of this Indenture Supplement.


(b)              
(i) The Indenture Trustee shall possess all right, title and interest in all funds and property from time to time credited
to the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the exclusive control
of the Indenture Trustee for the benefit of the Series 2017-2 Noteholders. If, at any time (i) the Principal Funding Account ceases
to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer or the Owner Trustee for the Issuer) shall within thirty
(30) Business Days (or such longer period upon satisfaction of the Note Rating Agency Condition, but in any event not to exceed
forty-five (45) Business Days) establish a new Principal Funding Account meeting the conditions specified in Section 4.06(a)(i)
above as an Eligible Deposit Account and shall transfer any funds or other property to such new Principal Funding Account or (ii)
the Issuer determines for any reason that the Principal Funding Account should be held at a different Eligible Institution, then
upon prior written notice to the Indenture Trustee, the Issuer shall establish or cause to be established a new Principal Funding
Account that is an Eligible Deposit Account and shall transfer any funds or other property from such Principal Funding Account
to such new Principal Funding account. From the date each such new Principal Funding Account is established, it shall be the “Principal
Funding Account.”


(ii)               
Pursuant to the authority granted to the Servicer in Section 3.1 of the Servicing Agreement, the Servicer shall have the
power to instruct the Indenture Trustee to make withdrawals and payments from the Principal Funding Account for the purposes of
carrying out the Servicer’s or Indenture Trustee’s duties hereunder.


(c)               
The Controlled Accumulation Period is scheduled to commence the first Business Day of the month that is twelve (12) calendar
months prior to the Expected Final Payment Date; provided, however, that if the Controlled Accumulation Period Length
(determined as described below) is less than twelve (12) months, then the date on which the Controlled Accumulation Period actually
commences will be the first Business Day of the month that is the number of whole months prior to the Expected Final Payment Date
at least equal to the Controlled Accumulation Period Length. On or before the second Business Day immediately preceding the first
Business Day of the month that is twelve (12) months prior to the Expected Final Payment Date, the Servicer shall determine the
“Controlled Accumulation Period Length,” which shall equal the number of months not less than the number of
whole calendar months reasonably expected by the Servicer to be necessary to accumulate from Series 2017-2 Available Principal
Collections and Shared Excess Available Principal Collections expected to be available to Series 2017-2 from other Shared Excess
Available Principal Collections Series during the Controlled Accumulation Period an amount equal to the Series 2017-2 Stated Principal
Amount;




    	 	24	 



     

    

provided, however, that
the Controlled Accumulation Period Length shall not be determined to be less than one month.


Section 4.07         
Investor Charge-Offs. On or prior to each Note Transfer Date, the Servicer shall calculate the Series 2017-2 Default
Amount, if any, for the related Payment Date. If, for any Payment Date, the Series 2017-2 Default Amount for the related Monthly
Period exceeds the amount available therefor pursuant to Section 4.04(d) with respect to such Monthly Period, the Allocation
Amount will be reduced by the amount of such excess, but not by more than the Series 2017-2 Default Amount for such Payment Date
(such reduction, an “Investor Charge-Off”).


Section 4.08         
Reallocated Principal Collections. On each Payment Date, the Servicer shall apply, to the extent permitted herein, or shall
instruct the Indenture Trustee in writing to apply Reallocated Principal Collections with respect to such Payment Date, in an amount
equal to the lesser of (a) the Series 2017-2 Principal Collections, less any amount released and used to purchase Receivables under
Section 4.01(f), for the related Monthly Period or (b) the Monthly Subordination Amount for such Payment Date in accordance with
the priority set forth in Sections 4.04(a) and (b). On each Payment Date, the Allocation Amount shall be reduced
by the amount of Reallocated Principal Collections for such Payment Date.


Section 4.09         
Shared Excess Available Finance Charge Collections.


(a)               
Series 2017-2 shall be included in Shared Excess Available Finance Charge Collections Group One for the purpose of sharing
Shared Excess Available Finance Charge Collections.


(b)              
Unless otherwise provided pursuant to the terms of Section 4.11 of the Indenture, Shared Excess Available Finance Charge
Collections with respect to any Monthly Period shall be shared within Shared Excess Available Finance Charge Collections Group
One to cover the applicable Series Available Finance Charge Collections Shortfalls for such Monthly Period, if any, and applied
on the Note Transfer Date in the immediately succeeding Monthly Period for each Shared Excess Available Finance Charge Collections
Group Series with a Series Available Finance Charge Collections Shortfall for such Monthly Period. Shared Excess Available Finance
Charge Collections allocable to Series 2017-2 with respect to each Monthly Period shall mean an amount equal to the Series Available
Finance Charge Collections Shortfall, if any, with respect to Series 2017-2 for such Monthly Period; provided, however,
that if the aggregate amount of Shared Excess Available Finance Charge Collections for all Series in Shared Excess Available Finance
Charge Collections Group One for each Monthly Period is less than the Aggregate Series Available Finance Charge Collections Shortfall
for such Monthly Period, then Shared Excess Available Finance Charge Collections allocable to Series 2017-2 with respect to such
Monthly Period shall equal the product of (i) Shared Excess Available Finance Charge Collections for all Series in Shared Excess
Available Finance Charge Collections Group One for such Monthly Period and (ii) a fraction, the numerator of which is the Series
Available Finance Charge Collections Shortfall with respect to Series 2017-2 for such Monthly Period and the denominator of which
is the Aggregate Series Available Finance Charge Collections Shortfall for such Monthly Period.




    	 	25	 



     

    

(c)               
Unless otherwise specified in the Indenture Supplement for any other Series in Shared Excess Available Finance Charge Collections
Group One, any Shared Excess Available Finance Charge Collections for each Series in Shared Excess Available Finance Charge Collections
Group One for any Monthly Period which shall remain after application pursuant to clause (b) above shall be paid to the holders
of the Transferor Interest. Shared Excess Available Finance Charge Collections will not be available for application by other Series
of Notes that are not included in Shared Excess Available Finance Charge Collections Group One.


Section 4.10         
Shared Excess Available Principal Collections.


(a)               
Series 2017-2 shall be included in Shared Excess Available Principal Collections Group One for the purpose of sharing Shared
Excess Available Principal Collections.


(b)              
Unless otherwise provided pursuant to the terms of Section 4.11 of the Indenture, Shared Excess Available Principal Collections
with respect to any Monthly Period shall be shared within Shared Excess Available Principal Collections Group One to cover the
applicable Series Available Principal Collections Shortfalls for such Monthly Period, if any, for each Shared Excess Available
Principal Collections Series with a Series Available Principal Collections Shortfall for such Monthly Period, and such Shared Excess
Available Principal Collections allocable to Series 2017-2 shall be distributed or deposited on the dates and in the order of priority
provided for under Sections 4.05(b)(i)-(iii). Shared Excess Available Principal Collections allocable to Series 2017-2 with
respect to each Monthly Period shall mean an amount equal to the Series Available Principal Collections Shortfall, if any, with
respect to Series 2017-2 for such Monthly Period; provided, however, that if the aggregate amount of Shared Excess
Available Principal Collections for all Series in Shared Excess Available Principal Collections Group One for each Monthly Period
is less than the Aggregate Series Available Principal Collections Shortfall for such Monthly Period, then Shared Excess Available
Principal Collections allocable to Series 2017-2 with respect to such Monthly Period shall equal the product of (i) Shared Excess
Available Principal Collections for all Series in Shared Excess Available Principal Collections Group One for such Monthly Period
and (ii) a fraction, the numerator of which is the Series Available Principal Collections Shortfall with respect to Series 2017-2
for such Monthly Period and the denominator of which is the Aggregate Series Available Principal Collections Shortfall for such
Monthly Period.


(c)               
Unless otherwise specified in the Indenture Supplement for any other Series in Shared Excess Available Principal Collections
Group One, any Shared Excess Available Principal Collections for each Series in Shared Excess Available Principal Collections Group
One for any Monthly Period which shall remain after application pursuant to clause (b) above shall be paid to the holders of the
Transferor Interest. Shared Excess Available Principal Collections will not be available for application by other Series of Notes
that are not included in Shared Excess Available Principal Collections Group One.


Section 4.11         
Accumulation Reserve Account.


(a)               
The Servicer shall cause to be established and maintain an Eligible Deposit Account (the “Accumulation Reserve
Account”) bearing a designation clearly indicating




    	 	26	 



     

    

that the funds and other property credited
thereto are held for the benefit of the Indenture Trustee and the Series 2017-2 Noteholders in accordance with Section 5.02(c)
of the Indenture. The Indenture Trustee shall possess all right, title and interest in all funds and property from time to time
credited to the Accumulation Reserve Account and in all proceeds thereof. The Accumulation Reserve Account shall be under the exclusive
control of the Indenture Trustee for the benefit of the Series 2017-2 Noteholders. If at any time (i) the Accumulation Reserve
Account ceases to be an Eligible Deposit Account, the Transferor shall notify the Indenture Trustee, and the Indenture Trustee
upon being notified in writing of such ineligibility (or the Servicer or the Owner Trustee for the Issuer) shall within thirty
(30) Business Days (or such longer period not to exceed forty-five (45) Business Days upon satisfaction of the Note Rating Agency
Condition) establish a new Accumulation Reserve Account meeting the conditions specified above as an Eligible Deposit Account,
and shall transfer any funds or other property to such new Accumulation Reserve Account or (ii) the Issuer determines for any reason
that the Accumulation Reserve Account should be held at a different Eligible Institution, then upon prior written notice to the
Indenture Trustee, the Issuer shall establish or cause to be established a new Accumulation Reserve Account that is an Eligible
Deposit Account and shall transfer any funds or other property from such Accumulation Reserve Account to such new Accumulation
Reserve Account. From the date each such new Accumulation Reserve Account is established, it shall be the “Accumulation Reserve
Account.” The Indenture Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Accumulation Reserve
Account from time to time in an amount up to the Available Accumulation Reserve Account Amount at such time, for the purposes set
forth in this Indenture Supplement, and (ii) on each Payment Date during the Accumulation Reserve Account Funding Period make a
deposit into the Accumulation Reserve Account in the amount specified in, and otherwise in accordance with, Section 4.04(f).


(b)              
If a securities intermediary has been appointed, funds on deposit in the Accumulation Reserve Account, on any Note Transfer
Date, after giving effect to any withdrawals from the Accumulation Reserve Account on such Note Transfer Date, shall be invested
by the Indenture Trustee in Eligible Investments selected by the Servicer in accordance with written instructions from the Servicer;
provided, that the funds are invested in investments that shall mature so that such funds shall be available for withdrawal
on or prior to the following Note Transfer Date. No such Eligible Investment shall be disposed of prior to its maturity; provided,
however, that the Indenture Trustee shall sell, liquidate or dispose of any such Eligible Investment if, prior to the maturity
of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible
Investment; provided further, however, that the Servicer shall deliver prompt written notice to the Indenture Trustee
of any such default; and provided further, that, subject to Section 8.01 of the Indenture, the Indenture Trustee shall not
in any way be held liable by reason of any insufficiency in such Accumulation Reserve Account resulting from any loss on any Eligible
Investment included therein except for losses attributable to the Indenture Trustee’s failure to make payments on such Eligible
Investments issued by the Indenture Trustee, in its commercial capacity, in accordance with their terms. On each Note Transfer
Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Note Transfer Date on funds
on deposit in the Accumulation Reserve Account shall be retained in the Accumulation Reserve Account (to the extent that the Available
Accumulation Reserve Account Amount is less than the Required Accumulation Reserve Account Amount) and the balance, if any, shall
be deposited in the Collection Account for application in accordance with Section 4.04. For purposes of




    	 	27	 



     

    

determining the availability of funds
or the balance in the Accumulation Reserve Account for any reason under this Indenture Supplement, except as otherwise provided
in the preceding sentence, investment earnings, if any, on such funds shall be deemed not to be available or on deposit.


(c)               
On the Note Transfer Date preceding (i) each Payment Date with respect to the Controlled Accumulation Period and (ii) the
first Payment Date of the Early Amortization Period, the Servicer shall calculate the “Accumulation Reserve Draw Amount”
which shall be equal to the excess, if any, of the Covered Amount with respect to such Payment Date over the Principal Funding
Account Investment Proceeds with respect to such Payment Date.


(d)              
In the event that for any Payment Date the Accumulation Reserve Draw Amount is greater than zero, the Accumulation Reserve
Draw Amount, up to the Available Accumulation Reserve Account Amount, shall be (i) withdrawn from the Accumulation Reserve Account
on the Note Transfer Date on which such Accumulation Reserve Draw Amount is calculated by the Indenture Trustee (acting in accordance
with the instructions of the Servicer) and (ii) deposited into the Collection Account for application as Series 2017-2 Available
Finance Charge Collections for such Payment Date.


(e)               
In the event that the Accumulation Reserve Account Surplus on any Payment Date, after giving effect to all deposits to and
withdrawals from the Accumulation Reserve Account with respect to such Payment Date, is greater than zero, the Indenture Trustee
(acting in accordance with the instructions of the Servicer) shall withdraw from the Accumulation Reserve Account, and pay to the
Owner Trustee for distribution in accordance with the Trust Agreement an amount equal to such Accumulation Reserve Account Surplus.


(f)                
Upon the earliest to occur of (i) the day on which the Allocation Amount is reduced to zero, (ii) the occurrence of an Event
of Default with respect to the Series 2017-2 Notes and acceleration of such Series 2017-2 Notes pursuant to Section 7.02 of the
Indenture, the first Payment Date with respect to the Early Amortization Period, (iv) the Expected Final Payment Date, and (v)
the termination of the Trust pursuant to the Trust Agreement, the Indenture Trustee (acting in accordance with the instructions
of the Servicer) after the prior payment of all amounts owing to the Series 2017-2 Noteholders which are payable from the Accumulation
Reserve Account as provided herein, shall withdraw from the Accumulation Reserve Account and pay to the holders of the Transferor
Interest all amounts, if any, on deposit in the Accumulation Reserve Account and the Accumulation Reserve Account shall be deemed
to have terminated for purposes of this Indenture Supplement.


(g)               
Notwithstanding the foregoing, following an Event of Default with respect to the Series 2017-2 Notes and acceleration of
such Series 2017-2 Notes, any Accumulation Reserve Account Surplus or other amounts on deposit in the Accumulation Reserve Account
shall be applied toward payment of any amounts owing with respect to the Series 2017-2 Notes before such amounts are paid to the
holders of the Transferor Interest.


Section 4.12         
Investment Instructions. Any investment instructions given to the Indenture Trustee pursuant to the terms hereof must be
given to the Indenture Trustee no later than 1:00 P.M. (New York City time) on the date such investment is to be made. In the event
the




    	 	28	 



     

    

Indenture Trustee receives such investment
instruction later than such time, the Indenture Trustee may, but shall have no obligation to, make such investment. In the event
the Indenture Trustee is unable to make an investment required in an investment instruction received by the Indenture Trustee after
1:00 P.M. (New York City time) on such day, such investment shall be made by the Indenture Trustee on the next succeeding Business
Day. In no event shall the Indenture Trustee be liable for any investment not made pursuant to investment instructions received
after 1:00 P.M. (New York City time) on the day such investment is requested to be made.


Section 4.13         
Determination of LIBOR.


(a)               
On each LIBOR Determination Date, the Indenture Trustee shall determine LIBOR for the related Interest Period, which shall
be the rate for deposits in United States dollars for a period equal to one-month (commencing on the first day of such Interest
Period) that appears on Reuters Screen LIBOR01 Page as of 11:00 A.M., London time, on such date; provided, however, that with respect
to the first Interest Period, LIBOR will be the rate appearing on Reuters Screen LIBOR01 Page (or such other page as may replace
that page on that service for the purpose of displaying comparable rates or prices) as of 11:00 a.m., London time, on that date
for an interpolated rate for deposits in United States dollars for a period that corresponds to the actual number of days in the
first Interest Period. Upon such determination, the Indenture Trustee shall notify the Servicer of LIBOR for such LIBOR Determination
Date. If such rate does not appear on Reuters Screen LIBOR01 Page, the rate for the LIBOR Determination Date shall be determined
on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00
A.M., London time, on that day to prime banks in the London interbank market for a period equal to one-month (or, for the first
Interest Period, an interpolated rate for deposits in United States dollars for a period that corresponds to the actual number
of days in the first Interest Period) commencing on the first day of such Interest Period. The Servicer shall request the principal
London office of each of the Reference Banks to provide a quotation of its rate. If at least two (2) such quotations are provided,
the rate for that LIBOR Determination Date shall be the arithmetic mean of the quotations. If fewer than two (2) quotations are
provided as requested, the rate for that LIBOR Determination Date shall be the arithmetic mean of the rates quoted by major banks
in New York City, selected by the Servicer, at approximately 11:00 A.M., New York City time, on that day for loans in United States
dollars to leading European banks for a period equal to one-month (or, for the first Interest Period, an interpolated rate for
deposits in United States dollars for a period that corresponds to the actual number of days in the first Interest Period) commencing
on the first day of such Interest Period. If the banks selected by the Servicer are not quoting rates as provided in the immediately
preceding sentence, LIBOR for such Interest Period shall be LIBOR in effect for the immediately preceding Interest Period.


(b)              
The Servicer shall determine, as applicable, and promptly notify the Transferor and the Indenture Trustee of, the Class
A Note Interest Rate and the Class B Note Interest Rate for the applicable Interest Period. The Class A Note Interest Rate and
the Class B Note Interest Rate applicable to the then current and the immediately preceding Interest Periods may be obtained by
any Series 2017-2 Noteholder by telephoning the Indenture Trustee at its Corporate Trust Office at 1-800-934-6802.






    	 	29	 



     

    

 


Section 4.14         
Sale of Collateral for Series 2017-2 Notes That are Accelerated or Reach Legal Maturity.


(a)               
If the Series 2017-2 Notes have been accelerated pursuant to Section 7.02 of the Indenture following an Event of Default,
the Indenture Trustee may, subject to the conditions specified in Section 4.14(b), and at the direction of the Holders of
more than 66 % of the Outstanding Dollar Principal Amount of the Series 2017-2 Notes will, subject to the conditions specified
in Section 4.14(b), sell Principal Receivables (or interests therein) in an amount (as determined by the Issuer and provided
to the Indenture Trustee) not to exceed the Allocation Amount as of the close of business on the day preceding such sale, plus
any related Finance Charge Receivables.


(b)              
Such a sale will be permitted only if at least one of the following conditions is met:


(i)                 
the Holders of more than 90% of the aggregate Outstanding Dollar Principal Amount of the Series 2017-2 Notes consent; or


(ii)               
the net proceeds of such sale (plus amounts on deposit in the Issuer Accounts) would be sufficient to pay all amounts
due on the Series 2017-2 Notes; or


(iii)              
the Indenture Trustee in consultation with the Servicer determines that the funds to be allocated to the Series 2017-2 Notes,
including (1) Series 2017-2 Available Finance Charge Collections and Series 2017-2 Available Principal Collections and (2) amounts
on deposit in the Issuer Accounts, may not be sufficient on an ongoing basis to make all payments on the Series 2017-2 Notes as
such payments would have become due if such obligations had not been declared due and payable, and Series 2017-2 Noteholders evidencing
more than 66 2/3% of the aggregate Outstanding Dollar Principal Amount of the Series 2017-2 Notes consent to the sale; provided,
that the Issuer will provide the Indenture Trustee with the information reasonably requested by the Indenture Trustee to make such
determination.


(c)               
If the Allocation Amount is greater than zero on the Legal Maturity Date (after giving effect to any allocations, deposits
and payments otherwise to be made on that Legal Maturity Date), the Indenture Trustee shall, no later than the Legal Maturity Date,
sell or cause to be sold Principal Receivables (or interests therein) in an amount not to exceed the Allocation Amount as of the
close of business on the day preceding such sale, plus any related Finance Charge Receivables.


(d)              
Upon the occurrence of such sale, the Allocation Amount shall be automatically reduced to zero and Principal Collections
and Finance Charge Collections shall no longer be allocated to the Series 2017-2 Notes.


(e)               
Sale proceeds received with respect to the Series 2017-2 Notes pursuant to clause (a) or (c) above will be applied as specified
in Section 7.06 of the Indenture, and amounts available for application pursuant to clause (b) of Section 7.06 should be allocated
and paid in the following priority:




    	 	30	 



     

    

first,
to the Class A Noteholders, until the Class A Stated Principal Amount and all current and past due Class A Monthly Interest and
Class A Additional Interest has been paid in full; and


second,
to the Class B Noteholders, until the Class B Stated Principal Amount and all current and past due Class B Monthly Interest and
Class B Additional Interest has been paid in full.


Section 4.15         
Distribution Account. The Issuer shall cause to be established and maintained an Eligible Deposit Account (the “Distribution
Account”), bearing a designation clearly indicating that the funds and other property credited thereto are held for the
benefit of the Indenture Trustee and the Class A Noteholders in accordance with Section 5.02(c) of the Indenture. The Indenture
Trustee shall possess all right, title and interest in all funds and property from time to time credited to the Distribution Account
and in all proceeds thereof. The Distribution Account shall be under the exclusive control of the Indenture Trustee for the benefit
of the Class A Noteholders. If, at any time the Distribution Account ceases to be an Eligible Deposit Account, the Indenture Trustee
shall within thirty (30) Business Days (or such longer period upon satisfaction of the Note Rating Agency Condition, but in any
event not to exceed forty-five (45) Business Days) establish a new Distribution Account meeting the conditions specified above
as an Eligible Deposit Account and shall transfer any funds or other property to such new Distribution Account. Pursuant to the
authority granted to the Servicer in Section 3.1 of the Servicing Agreement, the Servicer shall have the power to instruct the
Indenture Trustee to make withdrawals and payments from the Distribution Account for the purposes of carrying out the Servicer’s
or Indenture Trustee’s duties hereunder.


Section 4.16         
Delinquency Trigger Percentage. As of the Closing Date, the Delinquency Trigger Percentage is 9.00%. If due to the
introduction or any change in or in the interpretation of any law or regulations or the imposition of any guideline or request
from any central bank or other Governmental Authority, in each case after the date hereof, the Delinquency Trigger Percentage (in
the reasonable good faith judgment of the Servicer) should be re-determined, the Servicer shall submit to the Indenture Trustee
an Officer’s Certificate setting forth in reasonable detail the basis for the re-determination and the revised Delinquency
Trigger Percentage. In the absence of manifest error, and following the delivery of such Officer’s Certificate to the Indenture
Trustee, the revised Delinquency Trigger Percentage shall be effective as of the date such revised Delinquency Trigger Percentage
is reported in the Monthly Noteholders’ Statement.


Section 4.17         
Asset Review.


(a)               
Upon the occurrence of a Delinquency Trigger Event any Noteholder, including any Note Owner, of an Outstanding Note shall
have the right with respect to such Delinquency Trigger Event to initiate a vote to determine whether or not to direct the Asset
Representations Reviewer to undertake a review of Sixty Day Delinquent Assets to determine whether or not such Sixty Day Delinquent
Assets complied with the ARR Representations and Warranties (the “ARR Review”). Upon disclosure of the occurrence
of a Delinquency Trigger Event in the Monthly Noteholders’ Statement relating to the Monthly Period when the Delinquency
Trigger Event occurred, Noteholders shall have 90 days from the date of such disclosure to determine whether or not to initiate
a vote. In order to initiate a vote, during such




    	 	31	 



     

    

90 day period Noteholders must send
written notification to the Indenture Trustee indicating that in light of the occurrence of a Delinquency Trigger Event (such Delinquency
Trigger Event to be specified in such written notification) they are in favor of initiating a vote with respect to such specified
Delinquency Trigger Event to determine whether or not to direct the Asset Representations Reviewer to undertake an ARR Review.
The Indenture Trustee shall record the written notifications received from Noteholders during such 90 day period as they relate
to each identified Delinquency Trigger Event. Prior, however, to recording any written notification received during such 90 day
period, the Indenture Trustee must receive verification from any Note Owner that it is in fact a Holder of a beneficial interest
in an Outstanding Note. Such verification shall be in the form of (x) a written certification from such Note Owner and (y) one
other form of documentation such as a trade confirmation, account statement, a letter from a broker or dealer, or other similar
document. The Indenture Trustee may also set a record date for purposes of determining the identity of Noteholders in accordance
with the Trust Indenture Act Section 316(c). If at any time during such 90 day period Noteholders holding no less than 5% of the
aggregate Adjusted Outstanding Dollar Principal Amount of all Outstanding Notes (determined as of the date the Delinquency Trigger
Event occurred) are recorded by the Indenture Trustee with respect to a specified Delinquency Trigger Event as being in favor of
initiating a vote to determine whether or not to direct the Asset Representations Reviewer to undertake an ARR Review, then promptly
after the date of recordation of such 5% with respect to such Delinquency Trigger Event a vote shall be initiated and undertaken
pursuant to standard vote solicitation procedures of the Indenture Trustee which may include the use of a vote solicitation/tabulation
agent and the voting guidelines promulgated by the DTC relating to notes registered in the name of Cede & Co. If initiated,
the Issuer shall include in its Securities Exchange Act Form 10-D filing related to the Monthly Period in which such vote was initiated
(a) the date such vote was initiated, (b) the timeline for submitting a vote, and (c) a statement to the effect that Noteholders
can exercise their right to vote, by proxy or otherwise, in accordance with, as applicable, the applicable DTC voting guidelines
and procedures. BBD, in its individual capacity, shall pay all costs, expenses and liabilities incurred by the Indenture Trustee,
the Transferor and the Issuer in connection with the voting process. The vote as to whether or not to undertake an ARR Review shall
be completed within 150 days of disclosure in the Monthly Noteholders’ Statement of the occurrence of a Delinquency Trigger
Event. If at the end of such 150 day period Noteholders holding more than 50% of the aggregate Adjusted Outstanding Dollar Principal
Amount of Noteholders casting a vote, cast such vote in favor of an ARR Review, then the Asset Representations Reviewer (upon receipt
of notification from the Servicer) shall undertake an ARR Review. The Sixty Day Delinquent Assets reviewed shall be those reported
in and relating to the Monthly Noteholders’ Statement for the Monthly Period in which the conditions for an ARR Review were
satisfied. The Servicer shall provide the Asset Representations Reviewer with notice of a vote in favor of an ARR Review and access
to copies of any underlying documents related to performing the ARR Review, as set forth in the Asset Representations Reviewer
Agreement. If Noteholders holding more than 50% of the aggregate Adjusted Outstanding Dollar Principal Amount of Noteholders casting
a vote, cast such vote in favor of an ARR Review, then the Issuer shall include in its Securities Exchange Act Form 10-D filing
related to the Monthly Period in which such voting concluded a statement to the effect that a vote was conducted and that as a
result of such vote an ARR Review shall be undertaken by the Asset Representations Reviewer relating to the specified Delinquency
Trigger Event. If Noteholders holding less than 50% of the aggregate Adjusted Outstanding Dollar Principal




    	 	32	 



     

    

Amount of the Noteholders casting a
vote, cast such vote in favor of an ARR Review, then the Issuer shall include in its Securities Exchange Act Form 10-D filing related
to the Monthly Period in which such voting concluded a statement to the effect that a vote was conducted and that as a result of
such vote no ARR Review shall be undertaken by the Asset Representations Reviewer relating to the specified Delinquency Trigger
Event.


(b)              
Upon completion of the ARR Review, the Asset Representations Reviewer shall deliver a report to the Indenture Trustee, with
a copy to BBD, setting forth its findings and conclusions. Such report shall not determine whether noncompliance with the ARR Representations
and Warranties constitutes a breach of any contractual provision under the Transaction Documents, and the Asset Representations
Reviewer will not determine the reason for the delinquency of any Receivable, the creditworthiness of any Obligor, the overall
quality of any Receivable or the compliance by the Servicer with its covenants with respect to servicing of the Receivables. The
Form 10-D filed with respect to the Monthly Period in which the report is delivered shall include a summary of the findings and
conclusions. Not later than sixty days after receipt of the full report from the Asset Representations Reviewer, BBD, in its individual
capacity, shall determine whether any instance of noncompliance with the ARR Representations and Warranties constitutes a breach
of any contractual provision under the Transaction Documents and whether or not to direct a reassignment of any of the Receivables
subject to the ARR Review.


Section 4.18         
Governing Law For Hague Securities Convention. Pursuant to Section 8- 110(e)(1) of the relevant UCC for purposes
of the relevant UCC and the Hague Securities Convention, the local law of the jurisdiction of the Securities Intermediary is the
law of the State of New York. Further, the law of the State of New York shall govern all issues specified in Article 2(1) of the
Hague Securities Convention and the “securities intermediary’s jurisdiction” as defined in the relevant UCC shall
be the State of New York.


[END OF ARTICLE IV]


ARTICLE
V



EARLY AMORTIZATION OF NOTES


Section 5.01         
Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII of the
Indenture, the occurrence of any of the following events (each, an “Early Amortization Event”) shall result
in an early amortization event for the Series 2017-2 Notes:


(a)               
if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or


(b)              
a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days
after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable,
Section 2.15(c) of the Transfer Agreement; or




    	 	33	 



     

    

(c)               
if any Servicer Default occurs which would have a material adverse effect on the Series 2017-2 Noteholders; or


(d)              
the failure to pay the Notes in full on the Expected Final Payment Date; or


(e)               
the occurrence of an Event of Default and acceleration of the Series 2017-2 Notes pursuant to Article VII of the Indenture;
or


(f)                
(i) failure on the part of Transferor to make any payment or deposit required to be made by it by the terms of the Transfer
Agreement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein
or (ii) failure of the Transferor duly to observe or perform in any material respect any of its covenants or agreements set forth
in the Transfer Agreement, which failure has a material adverse effect on the Series 2017-2 Noteholders and which continues unremedied
for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have
been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the
Series 2017-2 Notes; or


(g)               
any representation or warranty made by Transferor in the Transfer Agreement or any information contained in an account schedule
required to be delivered by it pursuant to the Transfer Agreement shall prove to have been incorrect in any material respect when
made or when delivered, which continues to be incorrect in any material respect for a period of sixty days after the date on which
written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee,
or to the Transferor and the Indenture Trustee by any Noteholder of the Series 2017-2 Notes and as a result of which the interests
of the Series 2017-2 Noteholders are materially and adversely affected for such period; provided, however, that an
Early Amortization Event pursuant to this Section 5.01(g) shall not be deemed to have occurred hereunder if the Transferor
has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance
with the provisions of the Transfer Agreement.


In the case of
any event described in Sections 5.01(a), (b), (d), or (e), an Early Amortization Event shall occur
without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon the occurrence of such
event. In the case of any event described in Sections 5.01(c), (f) or (g), after the applicable grace period,
if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series 2017-2 Notes evidencing more than
50% of the aggregate unpaid principal amount of Series 2017-2 Notes by notice then given in writing to the Issuer (and to the Indenture
Trustee if given by the Series 2017-2 Noteholders) may declare that an Early Amortization Event has occurred with respect to the
Series 2017-2 Notes as of the date of such notice.


Section 5.02         
Early Redemption Event. If Principal Receivables having an aggregate principal balance in an amount equal to or greater
than 30% of the Pool Balance are designated for reassignment to the Transferor pursuant to Section 2.12(d) of the Transfer Agreement,
and the Servicer determines that the Transferor Amount would be less than the Required Transferor Amount after giving effect to
such reassignment, and giving effect to any scheduled payments on the Notes and any Account Additions that are scheduled to occur
on or prior to the Removal




    	 	34	 



     

    

Date, then an “Early Redemption
Event” will be deemed to have occurred with respect to the Series 2017-2 Notes on the related Removal Date. If an Early Redemption
Event occurs under this Section 5.02, the Issuer will apply all funds received from the Transferor in connection with such
reassignment on the first Payment Date following the Monthly Period in which such Early Redemption Event occurred to redeem Series
2017-2 Notes and Notes of each other Series subject to early redemption pursuant to a provision similar to this Section 5.02, on
a pro rata basis among each such Series and within each such Series on a pro rata basis between each Class of Notes
of such Series, based on the respective Stated Principal Amounts of each such Series and each such Class of Notes subject to early
redemption.


[END OF ARTICLE V]


ARTICLE
VI



LEGAL MATURITY; FINAL PAYMENTS


Section 6.01         
Legal Maturity. The Series 2017-2 Notes shall be considered to be paid in full, the Holders of such Series 2017-2
Notes shall have no further right or claim, and the Issuer shall have no further obligation or liability with respect to such Series
2017-2 Notes on the earliest to occur of (i) the date on which the Outstanding Dollar Principal Amount with respect to Series 2017-2,
and all Monthly Interest on such Series 2017-2 Notes, is paid in full, (ii) the date on which Collateral is sold and the proceeds
in respect thereof applied in accordance with Section 7.08 of the Indenture and Section 4.14, and (iii) the Legal
Maturity Date, in each case after giving effect to all deposits, allocations, reimbursements, reallocations, sales of Collateral
and payments to be made in connection therewith.


[END OF ARTICLE VI]


ARTICLE
VII



DELIVERY OF SERIES 2017-2 NOTES; DISTRIBUTIONS AND REPORTS TO SERIES 2017-2 NOTEHOLDERS


Section 7.01         
Form of Delivery for the Series 2017-2 Notes; Depository; Denominations.


(a)               
The Class A Notes shall be delivered in the form of global Registered Notes as provided in Section 3.02 of the Indenture.


(b)              
The Class B Notes shall be delivered in the form of definitive Notes as provided in Section 3.02 of the Indenture.


(c)               
The Depository for the Class A Notes shall be The Depository Trust Company, and the Class A Notes shall initially be registered
in the name of Cede & Co., its nominee.


(d)              
The Series 2017-2 Notes shall be issued in minimum denominations of $100,000 and integral multiples of $1,000.






    	 	35	 



     

    

 


Section 7.02         
Delivery and Payment for the Series 2017-2 Notes. The Issuer shall execute and deliver the Series 2017-2 Notes to
the Indenture Trustee for authentication, and the Indenture Trustee shall deliver the Series 2017-2 Notes when authenticated,
each in accordance with Section 4.03 of the Indenture.


Section 7.03         
Distributions.


(a)               
On each Payment Date, the Paying Agent shall distribute, based upon the statement delivered by the Servicer pursuant to
Section 7.04(b) hereof, to each Class A Noteholder of record on the related Record Date such Class A Noteholder’s
pro rata share of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest
on the Class A Notes pursuant to this Indenture Supplement.


(b)              
On each Payment Date with respect to the Early Amortization Period and on the Expected Final Payment Date, the Paying Agent
shall distribute, based upon the statement delivered by the Servicer pursuant to Section 7.04(b) hereof, to each Class A
Noteholder of record on the related Record Date such Class A Noteholder’s pro rata share of the amounts on deposit
in the Principal Funding Account or otherwise held by the Paying Agent that are allocated and available on such Payment Date to
pay principal of the Class A Notes pursuant to this Indenture Supplement.


(c)               
On each Payment Date, the Paying Agent shall distribute, based upon the statement delivered by the Servicer pursuant to
Section 7.04(b) hereof, to each Class B Noteholder of record on the related Record Date such Class B Noteholder’s
pro rata share of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest
on the Class B Notes pursuant to this Indenture Supplement.


(d)              
On each Payment Date with respect to the Early Amortization Period and on the Expected Final Payment Date, the Paying Agent
shall distribute, based upon the statement delivered by the Servicer pursuant to Section 7.04(b) hereof, to each Class B
Noteholder of record on the related Record Date such Class B Noteholder’s pro rata share of the amounts on deposit
in the Principal Funding Account or otherwise held by the Paying Agent that are allocated and available on such Payment Date to
pay principal of the Class B Notes pursuant to this Indenture Supplement.


(e)               
The distributions to be made pursuant to this Section 7.03 are subject to the provisions of Sections 2.7 and Section
4.1 of the Transfer Agreement and Section 6.1 of the Servicing Agreement.


(f)                
Except as provided in Section 13.08 of the Indenture with respect to a final distribution, distributions to Series 2017-2
Noteholders hereunder shall be made by check mailed to each Series 2017-2 Noteholder at such Series 2017-2 Noteholder’s address
appearing in the Note Register without presentation or surrender of any Series 2017-2 Note or the making of any notation thereon;
provided, however, that with respect to the Class A Notes registered in the name of a clearing agency, such distributions
shall be made to such clearing agency in immediately available funds and with respect to the Holder of any Class B Note if such
Holder shall have provided written wire transfer instructions to the Indenture Trustee not less than five




    	 	36	 



     

    

Business Days prior to the Payment Date,
then the Indenture Trustee shall make distributions to such Holder by wire transfer of immediately available funds.


Section 7.04         
Reports and Statements to Series 2017-2 Noteholders.


(a)               
On each Payment Date, the Paying Agent, on behalf of the Indenture Trustee, shall forward to each Series 2017-2 Noteholder
a statement substantially in the form of Exhibit B-1 (or otherwise containing substantially comparable information) prepared
by the Servicer and delivered to the Paying Agent, which shall (amongst other things) set forth the Transferor Percentage as of
the Transferor Amount Measurement Date.


(b)              
On or prior to the second Business Day preceding each Payment Date, the Servicer shall deliver to the Indenture Trustee,
the Paying Agent, the Transferor, each Note Rating Agency and the Owner Trustee (i) a statement substantially in the form of Exhibit
B-3 (or otherwise containing substantially comparable information) prepared by the Servicer and (ii) a certificate of a Servicing
Officer substantially in the form of Exhibit C (or otherwise containing substantially comparable information).


(c)               
On or before the date that is forty-five (45) days after each calendar quarter, beginning with the third quarter of 2017,
the Servicer shall provide to the Paying Agent, and the Paying Agent on behalf of the Indenture Trustee, shall forward to each
Series 2017-2 Noteholder:


(i)                 
information with respect to the credit performance of the Series 2017-2 Notes and the Receivables, including periodic and
cumulative Receivables performance data, delinquency and modification data for the Receivables, substitutions and removals of the
Receivables, servicer advances, if applicable, as well as losses that were allocated to the Series 2017-2 Notes, if applicable,
the remaining balance of the Receivables, and the percentage of each Class of Series 2017-2 Notes in relation to the Series 2017-2
Notes as a whole; and


(ii)               
a statement regarding any changes to the information that was disclosed in connection with the issuance of the Series 2017-2
Notes regarding the nature and amount of compensation paid to BBD, each Note Rating Agency (if applicable), any third-party advisor,
any mortgage or other broker, and the Servicer, the extent to which any risk of loss on the Receivables is retained by any of them,
and the amount and nature of any deferred compensation or similar arrangements.


(d)              
At the time of delivery of any periodic distribution report and in any event at least once per calendar quarter, while the
Series 2017-2 Notes are outstanding, the Paying Agent on behalf of the Indenture Trustee, shall forward to each Series 2017-2 Noteholder
copies of the Credit Risk and Performance Disclosure.


(e)               
A copy of each statement or certificate provided pursuant to Section 7.04(a), (b) or (c) above may
be obtained by any Series 2017-2 Noteholder or any Note Owner thereof by a request in writing to the Servicer.


(f)                
On or before January 31 of each calendar year, beginning with calendar year 2018, the Paying Agent, on behalf of the Indenture
Trustee, shall furnish or cause to be




    	 	37	 



     

    

furnished to each Person who at any
time during the preceding calendar year was a Series 2017-2 Noteholder, a statement substantially in the form of Exhibit B-2
to this Indenture Supplement prepared by the Servicer for such calendar year or the applicable portion thereof during which
such Person was a Series 2017-2 Noteholder, together with other information as is required to be provided by an issuer of indebtedness
under the Code. Such obligation of the Servicer shall be deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Paying Agent pursuant to any requirements of the Code as from time to time in effect.


Section 7.05         
Restrictions on Transfer of the Class B Notes. The Class B Notes (i) shall be subject to the transfer restrictions
set forth in Section 8.07 of this Indenture Supplement, (ii) shall bear the legend set forth in Section 4.05(j) of the Indenture
and be subject to the terms and transfer restrictions provided in such Section 4.05(j) and (iii) shall bear the following legend
and be subject to the transfer restrictions provided therein:


THIS CLASS B NOTE (OR ANY INTEREST
HEREIN) MAY NOT BE PURCHASED WITH THE ASSETS OF (I) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF
ERISA, (II) A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE
BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY. IF PURCHASER IS (OR IS ACTING ON BEHALF OF) A GOVERNMENTAL, NON-U.S.
OR CHURCH PLAN THAT IS SUBJECT TO ANY STATE, LOCAL OR OTHER LAW THAT IS SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE (“SIMILAR LAW”), THE ACQUISITION, HOLDING AND DISPOSITION WILL NOT RESULT IN A VIOLATION OF SIMILAR LAW.
NO CLASS B NOTE HOLDER WILL BE PERMITTED TO TRANSFER THE CLASS B NOTES TO ANY PERSON OR ENTITY, UNLESS SUCH PERSON OR ENTITY CAN
ITSELF TRUTHFULLY MAKE THE FOREGOING REPRESENTATIONS AND COVENANTS AS PRESENTED IN THIS PARAGRAPH AND NO TRANSFER OF ANY INTEREST
IN CLASS B NOTES MAY OCCUR EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS SET FORTH IN THE INDENTURE SUPPLEMENT.


[END OF ARTICLE VII]


ARTICLE
VIII



MISCELLANEOUS PROVISIONS


Section 8.01         
Non-petition Covenant. To the fullest extent permitted by applicable law, the Indenture Trustee, by entering into
this Indenture Supplement, agrees that it will not at any time, acquiesce, petition or otherwise invoke or cause the Issuer or
the Transferor to invoke the




    	 	38	 



     

    

process of any Governmental Authority
for the purpose of commencing or sustaining a case against the Issuer or the Transferor under any Debtor Relief Law or appointing
a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Issuer or the
Transferor or any substantial part of its property or ordering the winding-up or liquidation of the affairs of the Issuer or the
Transferor.


Section 8.02         
Actions by the Issuer. Subject to the Servicing Agreement, all action to be taken by the Issuer under this Indenture
Supplement shall be taken by the Administrator or the Owner Trustee on behalf of the Issuer and all notices to be given or received
by the Issuer under this Indenture Supplement shall be given or received by the Administrator or the Owner Trustee, on behalf of
the Issuer.


Section 8.03         
Limitations on Liability.


(a)               
It is expressly understood and agreed by the parties hereto that (i) this Indenture Supplement is executed and delivered
by the Owner Trustee, not individually or personally but solely as Owner Trustee under the Trust Agreement, in the exercise of
the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made
on the part of the Issuer is made and intended not as a personal representation, undertaking or agreement by the Owner Trustee
but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating
any liability on the Owner Trustee, individually or personally, to perform any covenant of the Issuer either expressed or implied
contained herein, all such liability, if any, being expressly waived by the parties to the Indenture and by any Person claiming
by, through or under them and under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness
or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or
undertaken by the Issuer under this Indenture Supplement or any related documents.


(b)              
None of the Indenture Trustee, the Owner Trustee, the Servicer, the Administrator, the Beneficiary or any other beneficiary
of the Issuer or any of their respective officers, directors, employees, members, incorporators or agents shall have any liability
with respect to this Indenture Supplement, and any recourse may be had solely to the Collateral.


(c)               
In no event shall the Indenture Trustee have any responsibility to monitor compliance with Regulation RR or any other rules
or regulations regarding risk retention. The Indenture Trustee shall not be charged with knowledge of such rules, nor shall it
be liable to any Series 2017-2 Noteholder or any other party for a violation of such rules and regulations now or hereinafter in
effect.


Section 8.04         
FATCA. Each Series 2017-2 Noteholder or Note Owner, by the purchase of such Series 2017-2 Note or its acceptance
of a beneficial interest therein, acknowledges that interest on the Series 2017-2 Notes will be treated as United States source
interest, and, as such, United States withholding tax may apply. Each Series 2017-2 Noteholder or Note Owner further agrees, upon
request, to provide any certifications that may be required under applicable law, regulations or procedures to evidence such status
and understands that if it ceases to satisfy the foregoing requirements or provide requested documentation, payments to it under
the Series




    	 	39	 



     

    

2017-2 Notes may be subject to United
States withholding tax (without any corresponding gross- up). Without limiting the foregoing, if a payment made under this Indenture
Supplement or the Indenture would be subject to United States federal withholding tax imposed by FATCA if the recipient of such
payment were to fail to comply with FATCA (including the requirements of Code Sections 1471(b) or 1472(b), as applicable), such
recipient shall deliver to the Issuer, with a copy to the Indenture Trustee, at the time or times prescribed by the Code and at
such time or times reasonably requested by the Issuer or the Indenture Trustee, such documentation prescribed by the Code (including
as prescribed by Code Section 1471(b)(3)(C)(i)) and such additional documentation reasonably requested by the Issuer or the Indenture
Trustee to comply with their respective obligations under FATCA, to determine that such recipient has complied with such recipient’s
obligations under FATCA, or to determine the amount to deduct and withhold from such payment. For these purposes, “FATCA”
means Section 1471 through 1474 of the Code and any regulations or official interpretations thereof (including any revenue ruling,
revenue procedure, notice or similar guidance issued by the U.S. Internal Revenue Service thereunder as a precondition to relief
or exemption from taxes under such Sections, regulations and interpretations), any agreements entered into pursuant to Code Section
1471(b)(1), and including any amendments made to FATCA after the date of this Indenture Supplement.


Section 8.05         
[RESERVED].


Section 8.06         
Amendments. Except as expressly set forth in Article X of the Indenture, this Indenture Supplement may not be amended,
restated, supplemented or modified.


Section 8.07         
Class B Notes.


(a)               
Notwithstanding anything to the contrary in this Indenture Supplement, no interest in the Class B Notes may be directly
or indirectly sold, transferred, assigned, exchanged, participated or otherwise conveyed, pledged, hypothecated or rehypothecated
or made the subject of a security interest (each such transaction for purposes of this Section 8.07, a “Transfer”)
except to a Person who is a “United States person” for United Stated federal income tax purposes and only upon the
prior delivery of an Issuer Tax Opinion to the Indenture Trustee with respect to such Transfer, and any Transfer in violation of
these requirements shall be null and void ab initio.


(b)              
If not transferred in compliance with the registration provisions of the Securities Act, then no interest in the Class B
Notes may be offered, sold or transferred, except (i) pursuant to Rule 144A under the Securities Act (“Rule 144A”)
to a person the Noteholder reasonably believes is a “qualified institutional buyer” (a “QIB”) in
a transaction meeting the requirements of Rule 144A, purchasing for its own account or for the account of a QIB, whom it has informed
that such offer, sale or other transfer is being made in reliance on Rule 144A, or (ii) in an offshore transaction meeting the
requirements of Rule 903 or 904 of Regulation S under the Securities Act to a person it reasonably believes is an accredited investor
as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) of Regulation D under the Securities Act and any entity in
which all of the equity owners come within such paragraphs (an “IAI”) or a QIB, purchasing for its own account
or for the account of another IAI or a QIB.






    	 	40	 



     

    

 


Section 8.08         
Appointment of Asset Representations Reviewer. Pursuant to the Asset Representations Reviewer Agreement, BBD, in
its individual capacity, has engaged and the Issuer has appointed Clayton Fixed Income Services LLC, a Delaware limited liability
company, as the Asset Representations Reviewer to perform the obligations of the Asset Representations Reviewer as set forth therein
and herein, respectively. The Issuer hereby represents and warrants that the Asset Representations Reviewer (i) is not, and, for
so long as the Series 2017-2 Notes are outstanding, will not be, an Affiliate of Barclays Bank Delaware, Barclays Dryrock Funding
LLC, U.S. Bank National Association or Wilmington Trust, National Association, nor an Affiliate of an Affiliate of Barclays Bank
Delaware, Barclays Dryrock Funding LLC, U.S. Bank National Association or Wilmington Trust, National Association, and (ii) has
not been hired by Barclays Bank Delaware to perform pre-closing due diligence work relating to the Receivables.


Section 8.09         
Dispute Resolution.


(a)               
If a Person (including any Holder of a beneficial interest in an Outstanding Note) requests a repurchase (the “Requesting
Party”) of any Receivable pursuant to their rights under a Transaction Document due to an alleged breach of a representation
and warranty, and the repurchase request has not been fulfilled or otherwise resolved within 180 days of the receipt of such repurchase
request by the party obligated for the repurchase (the “Repurchase Party”), then the Requesting Party shall
have the right, through the DTC communication procedures or otherwise, to refer the matter, at its discretion, to either mediation
or third-party arbitration, and the Repurchase Party hereby agrees to the selected resolution method.


(b)              
If the Requesting Party selects mediation as the resolution method, the mediation will be administered by a nationally recognized
mediation association mutually agreed upon by the Repurchase Party and the Requesting Party, and the fees and expenses of the mediation
will be allocated as mutually agreed upon by the Repurchase Party and the Requesting Party as part of the mediation. If the Requesting
Party selects arbitration as the resolution method, the arbitration will be administered by a nationally recognized arbitration
association mutually agreed upon by the Repurchase Party and the Requesting Party. In its final determination, the arbitrator will
allocate the costs and expenses of the arbitration.


(c)               
Any mediation or arbitration will be held in New York, New York, and no Person may bring a putative or certified class action
to arbitration. Unless otherwise publicly available, the details and/or existence of any unfulfilled repurchase request, any informal
meetings, mediations or arbitration proceedings conducted under this Section 8.09, including all offers, promises, conduct
and statements, whether oral or written, made in the course of the parties’ attempt to informally resolve an unfulfilled
repurchase request, and any discovery taken in connection with any arbitration, will be confidential, privileged and inadmissible
for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding
under this Section 8.09). Such information will be kept strictly confidential and will not be disclosed or discussed with
any third party (excluding a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection with any resolution procedure under this Section 8.09), except as otherwise publicly available as
required by law, regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request
for information from a third party (other than a governmental regulatory body) for such confidential information, the recipient
will promptly




    	 	41	 



     

    

notify the other party to the resolution
procedure and will provide the other party with the opportunity to object to the production of its confidential information.


(d)              
A Requesting Party may not initiate a mediation or arbitration as described above with respect to a Receivable that is,
or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting
Party) but will have the right to join an existing mediation or arbitration with respect to that receivable if the mediation or
arbitration has not yet concluded.


(e)               
For the avoidance of doubt, to the fullest extent permitted by applicable law, no Series 2017-2 Noteholder will have any
right to cause the Indenture Trustee to be a Requesting Party under this Section 8.09, unless such Series 2017-2 Noteholder
has offered to the Indenture Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be
incurred in compliance with such request.


Section 8.10         
Investor Communication. Following receipt of a written request during any Monthly Period from a Series 2017-2 Noteholder
seeking to communicate with other Noteholders regarding exercising their contractual rights under the terms of the Transaction
Documents, the Issuer shall include or shall cause the Transferor to include, in its Securities Exchange Act Form 10-D filing related
to the Monthly Period in which such written request was received: (i) the name of the Series 2017-2 Noteholder delivering such
request, (ii) the date the request was received, (iii) a statement to the effect that the Issuer has in fact received such request
from a Series 2017-2 Noteholder and that such Series 2017-2 Noteholder is interested in communicating with other Noteholders with
regard to the possible exercise of rights under the Transaction Documents, and (iv) a description of the method that other Noteholders
may use to contact the requesting Series 2017-2 Noteholder. Prior, however, to including the items set forth in clauses (i)-(iv)
above in a Securities Exchange Act Form 10-D filing, the Issuer shall have the right to request from the Series 2017-2 Noteholder
delivering the written request verification that such Series 2017-2 Noteholder is in fact a Holder of a beneficial interest in
a Series 2017-2 Note. Such verification may be in the form of (x) a written certification from such Series 2017-2 Noteholder that
it is a Holder of beneficial interest in a Series 2017-2 Note, and (y) one other form of documentation such as a trade confirmation,
an account statement, a letter from the broker or dealer, or other similar document. The Transferor will be responsible for any
expenses in connection with the filing of its Securities and Exchange Act Form 10-D.


Section 8.11         
Tax Retained Notes.


(a)               
Notwithstanding anything to the contrary in this Indenture Supplement, no interest in any Tax Retained Notes may be directly
or indirectly sold, transferred, assigned, exchanged, participated or otherwise conveyed, pledged, hypothecated or rehypothecated
or made the subject of a security interest (each such transaction for purposes of this Section 8.11, a “Transfer”)
unless prior to and in connection with such Transfer either (i) an Issuer Tax Opinion is delivered to the Indenture Trustee with
respect to such Transfer (excluding any Tax Retained Notes from such Issuer Tax Opinion to the extent they are otherwise included
in the definition of Issuer Tax Opinion in the Indenture) or (ii) an Opinion of Counsel is delivered to the Indenture Trustee to
the effect that such Notes will be debt for United States federal income tax purposes.




    	 	42	 



     

    

(b)              
With respect to any Transfer for which no Opinion of Counsel is provided pursuant to sub-clause (ii) of the preceding clause
(a), the transfer of such Notes must be to a Person who is a “United States person” for United Stated federal income
tax purposes unless otherwise provided in a written opinion of nationally recognized tax counsel. If there are other Notes of the
same Class as such transferred Notes which are not Tax Retained Notes prior to such transfer, such transfer will not be effective
unless (i) the Tax Retained Notes are part of the same issue (as described in United States Treasury Regulation section 1.1275-2(k))
as the other Notes from the same Class, (ii) neither the Tax Retained Notes nor such other Notes from the same Class will be treated
as issued with original issue discount for United States federal income tax purposes or (iii) the Tax Retained Notes and such other
Notes from the same Class can be tracked in a manner that will allow each holder of any such Note to identify the information described
in United States Treasury Regulation section 1.1275-3(b)(1)(i) with respect to each such Note.


(c)               
Any Transfer in violation of these requirements shall be null and void ab initio .


Section 8.12         
Regulation RR. The Transferor shall maintain, as of each Transferor Amount Measurement Date, a seller’s interest
in the Issuer (in the form of the Transferor’s Interest) calculated in accordance with Regulation RR that will equal not
less than five percent of the aggregate unpaid principal balance of all Series of Notes, other than any Notes that are and, at
all times, will be held by BBD or one or more wholly-owned affiliates of BBD. The Transferor may not sell or otherwise transfer
any interest or assets that it is required to hold pursuant to Regulation RR unless such sale or transfer is to a wholly-owned
affiliate of BBD. For purposes of this section, a wholly-owned affiliate of BBD will include any person, other than the Issuer,
that directly or indirectly, wholly controls (i.e., owns 100% of the equity in such person), is wholly controlled by, or is wholly
under common control with, BBD.


[END OF ARTICLE VIII]


ARTICLE
IX



INSOLVENCY PROCEEDING WITH RESPECT TO BBD


Section 9.01         
Actions Upon Repudiation.


(a)               
In the event that BBD becomes the subject of an insolvency proceeding and the FDIC as receiver or conservator for BBD exercises
its right of repudiation as contemplated by paragraph (d)(4)(ii) of the FDIC Rule, the Servicer shall determine whether the FDIC
in such capacity will pay damages in cash as provided in such paragraph (d)(4)(ii). Upon making such determination, the Servicer
shall promptly, and in any event no more than one Business Day thereafter, so notify the Indenture Trustee.


(b)              
Upon receipt of the notice specified in Section 9.01(a), the Indenture Trustee shall determine the date (the “Applicable
Distribution Date”) for making a distribution to the Series 2017-2 Noteholders of such damages, which date shall be the
earlier of (i) the next Payment Date on which such damages could be distributed and (ii) the earliest practicable date




    	 	43	 



     

    

by which the Indenture Trustee could
declare a special distribution date, in each case subject to all applicable provisions of the Indenture, applicable law and the
procedures of any applicable clearing agency. The Indenture Trustee is authorized and instructed to retain possession and control
of the Accumulation Reserve Account and the Collection Account and all amounts on deposit therein.


(c)               
When the Applicable Distribution Date is determined, the Servicer, shall promptly compute the amount of interest to be paid
on each Class of Notes on the Applicable Distribution Date, which interest (unless such Applicable Distribution Date is a Payment
Date) shall be the amount accruing up to the Applicable Distribution Date and which shall be computed by pro rating the amount
that would otherwise be payable on the next succeeding Payment Date on the basis of (i) the number of days elapsed from such preceding
Payment Date divided by (ii) thirty (30). The Servicer shall notify the Indenture Trustee of the applicable amounts of principal
and interest to be paid on each Class of Notes not later than the Business Day following the day on which the Applicable Distribution
Date is determined.


(d)              
If the Applicable Distribution Date is a special distribution date, the Indenture Trustee shall (i) declare such special
distribution date (the record date for which shall be the close of business on the day immediately preceding such special distribution
date), (ii) declare a special distribution to the Series 2017-2 Noteholders consisting of unpaid interest on each Series 2017-2
Note and the outstanding principal balance of each Series 2017-2 Note and (iii) deliver notice to the Series 2017-2 Noteholders
of such special distribution date and special distribution.


(e)               
Following payment by the FDIC of such damages:


(i)                 
Such damages shall be deposited into the Principal Funding Account;


(ii)               
The Servicer shall promptly, and no later than one Business Day after such damages have been paid by the FDIC, (A) compute
the amount, if any, required to be withdrawn from available funds in the Accumulation Reserve Account (and, if necessary, the Collection
Account) and transferred to the Principal Funding Account so that the amount on deposit in the Principal Funding Account shall
equal the aggregate amount to be distributed as specified in Section 9.01(c), and (B) promptly inform the Indenture Trustee
of such computation; and


(iii)              
On the Applicable Distribution Date, the Indenture Trustee shall, based on the computations in Section 9.01(c), first,
withdraw from monies on deposit in the Accumulation Reserve Account and, if necessary, the Collection Account the amount so computed
and cause such amount to be deposited into the Principal Funding Account and, second, cause all amounts deposited into the
Principal Funding Account pursuant to this Section 9.01 to be applied in accordance with Section 7.06 of the Indenture and
amounts available for application pursuant to clause (b) of Section 7.06 of the Indenture shall be allocated and paid as provided
in Section 4.14(e).




    	 	44	 



     

    

(f)                
Any funds remaining in the Collection Account and the Accumulation Reserve Account shall be distributed on the following
Payment Date (or on such Applicable Distribution Date, if it is not a Payment Date), such distributions to be made in accordance
with the applicable provisions of the Transaction Documents, with the Servicer to adjust the amounts of such distributions in its
records to take into account the amounts distributed on the Applicable Distribution Date.


Section 9.02         
Notice.


(a)               
In the event that BBD becomes the subject of an insolvency proceeding and the FDIC as receiver or conservator provides a
written notice of repudiation as contemplated by paragraph (d)(4)(ii) of the FDIC Rule, the party receiving such notice shall promptly
deliver such notice to each of the Servicer, the Transferor, the Trust and the Indenture Trustee.


(b)              
If the FDIC (i) is appointed as a conservator or receiver of BBD and (ii) is in monetary default hereunder or under the
other Transaction Documents, the Indenture Trustee shall, at the direction of the Majority Holders of all Outstanding Notes, the
Servicer or a Series 2017-2 Noteholder, be entitled to deliver written notice to the FDIC requesting the exercise of contractual
rights hereunder and under the other Transaction Documents.


Section 9.03         
Reservation of Rights. Neither the inclusion of this Article IX in this Indenture Supplement nor the compliance
by any Person with, or the acknowledgement by any Person of, this Article’s provisions constitutes an agreement or acknowledgment
by any Person that, in the case of an insolvency proceeding with respect to BBD, a receiver or conservator will have any rights
with respect to the Trust Assets.


[END OF ARTICLE IX]




    	 	45	 



     

    

IN
WITNESS WHEREOF, the parties hereto have caused this Indenture Supplement to be duly executed, all as of the day and year first
above written.


	 	BARCLAYS DRYROCK ISSUANCE TRUST,

as Issuer
	 	 	 
	 	By:	WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee on behalf of the Trust
	 	 	 
	 	By: 	                                                     




	 	 	
        Name: Rachel Simpson

        Title: Vice President

         

         

	 	U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee and not in its individual capacity
	 	 	 
	 	By: 	                                                     
	 	 	Name:  Tamara Schultz-Fugh

Title: Vice President
	 	
         

         

        U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary
        and not in its individual capacity

	 	 	 
	 	By: 	                                                     
	 	 	Name:  Tamara Schultz-Fugh

Title: Vice President



 


[Signature Page to Indenture Supplement]


 




    	 



    	 



    

 


 


	ACKNOWLEDGED AND AGREED TO BY:
	 	 
	
        BARCLAYS BANK DELAWARE,

        for itself, as Servicer and as a Repurchase Party

	 	 
	By: 	                                                       
	 	
        Name: 

        Title: 

         

         

	
        BARCLAYS DRYROCK FUNDING LLC,

        as Transferor and as a Repurchase Party,

	 	 
	By: 	                                                           
	 	
        Name: 

        Title: 





 





 


 


 


 


 


 


[Signature Page to Indenture Supplement]


 




    	 



    	 



    

EXHIBIT A-1


FORM OF

CLASS A SERIES 2017-2 FLOATING RATE ASSET BACKED NOTE


UNLESS THIS NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) – ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


THE HOLDER OF THIS CLASS A NOTE BY ITS
ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER OR THE TRANSFEROR, OR JOIN IN
INSTITUTING AGAINST THE ISSUER OR THE TRANSFEROR, ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS,
OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW.


THE HOLDER OF THIS CLASS A NOTE, BY
ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS A NOTES AS INDEBTEDNESS OF
THE ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON,
OR MEASURED BY, INCOME.


BY ITS ACQUISITION OF THIS CLASS A NOTE
(OR ANY INTEREST THEREIN), (I) EACH HOLDER (AND ITS FIDUCIARY, IF APPLICABLE) SHALL BE DEEMED TO REPRESENT, WARRANT AND COVENANT
(ON THE DATE OF ACQUISITION OF THIS CLASS A NOTE (OR ANY INTEREST HEREIN) AND THROUGHOUT THE PERIOD OF HOLDING THIS CLASS A NOTE
(OR ANY INTEREST HEREIN) THAT either (A) such Holder is not acquiring this Class A Note
(or interest herein) with the assets of AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA, A “PLAN” DESCRIBED
IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY
(each of the foregoing, a “Benefit Plan”) OR A GOVERNMENTAL, NON-U.S. OR CHURCH PLAN THAT IS SUBJECT TO STATE, LOCAL
OR OTHER LAW THAT IS SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) or (B)(1) the Class
A Notes are rated at least “investment grade” or its equivalent by a nationally recognized statistical rating organization
at the time of




    	 	A-1-1	 



     

    

acquisition
and (2) the acquisition and holding of this Class A Note (or interest herein) will not give rise to a nonexempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code or a violation of any Similar Law and (II) if the Holder is a Benefit Plan,
it is deemed to represent and warrant that the decision to acquire this Class A Note (or interest herein) was made by an authorized
fiduciary that is an “independent fiduciary with financial expertise,” as described in 29 C.F.R. Section 2510.3-21(c)(1)
with respect to the acquisition, as further described in the indenture, as supplemented. NO CLASS A NOTE HOLDER WILL BE PERMITTED
TO TRANSFER THIS CLASS A NOTE TO ANY PERSON OR ENTITY, UNLESS SUCH PERSON OR ENTITY CAN ITSELF TRUTHFULLY MAKE THE FOREGOING REPRESENTATIONS
AND COVENANTS AS PRESENTED IN THIS PARAGRAPH.




    	 	A-1-2	 



     

    

 


 


	 	INITIAL DOLLAR PRINCIPAL AMOUNT
	REGISTERED	$650,000,0001
	No. R-1	CUSIP NO. 06742L AP8


 


BARCLAYS DRYROCK ISSUANCE TRUST


 


CLASS A SERIES 2017-2 FLOATING RATE ASSET BACKED
NOTE


 


Barclays Dryrock
Issuance Trust (herein referred to as the “Issuer” or the “Trust”), a Delaware statutory
trust governed by the Second Amended and Restated Trust Agreement, dated as of August 1, 2012, as amended and restated as of December
17, 2013 and as amended by the first amendment thereto, dated as of July 6, 2015, for value received, hereby promises to pay to
CEDE & CO., or registered assigns, subject to the following provisions, a principal sum of $650,000,000 payable on the July
2020 Payment Date (the “Expected Final Payment Date”) in accordance with the Indenture, except as otherwise
provided below; provided, however, that the principal amount of this Note shall be due and payable on the May 2023 Payment
Date (the “Legal Maturity Date”) in accordance with the Indenture. The Issuer will pay interest on the unpaid
principal amount of this Note at the Class A Note Interest Rate on each Payment Date until the principal amount of this Note is
paid in full. Interest on this Note will accrue for each Payment Date from and including the most recent Payment Date on which
interest has been paid to but excluding such Payment Date or, for the initial Payment Date, from and including the Closing Date
to but excluding such Payment Date. Interest will be computed on the basis of a 360-day year and the actual number of days elapsed
in each interest period. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.


The principal of
and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first
to interest due and payable on this Note as provided above and then to the unpaid principal balance of this Note.


Reference is made
to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.


Unless the certificate
of authentication hereon has been executed by or on behalf of the Indenture Trustee, by manual signature, this Note shall not be
entitled to any benefit under the Indenture or the Indenture Supplement referred to on the reverse hereof, or be valid for any
purpose.





 



1  Denominations of $100,000 and increments of $1,000 in excess thereof.


 




    	 	A-1-3	 



     

    

 


IN WITNESS WHEREOF,
the Issuer has caused this Class A Note to be duly executed.


		BARCLAYS DRYROCK ISSUANCE TRUST,

as Issuer
	 	 	 
	 	By:	WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee under
    the Trust Agreement
	 	 	 
	 	By: 	__________________________________
	 	 	
        Name:

        Title:

         

         




 


 


Dated: July 31, 2017




    	 	A-1-4	 



     

    

 


INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class A Notes described in the within-mentioned Indenture.


 


		U.S. BANK NATIONAL ASSOCIATION,

as Indenture Trustee


	 	 	 
	 	By: 	__________________________________
	 	 	
        Authorized Signatory 

         




 


 


Dated: July 31, 2017




    	 	A-1-5	 



     

    

 


BARCLAYS DRYROCK ISSUANCE TRUST


CLASS A SERIES 2017-2 FLOATING RATE ASSET
BACKED NOTE


[Reverse of Class A Note]


This Class A Note
is one of a duly authorized issue of Notes of the Issuer, designated as its Barclays Dryrock Issuance Trust, Series 2017-2 (the
“Series 2017-2 Notes”), issued under an Amended and Restated Indenture, dated as of August 1, 2012, as amended
and restated as of December 17, 2013 and as amended by the first amendment thereto, dated as of July 6, 2015 (the “Indenture”),
between the Issuer and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee,” which
term includes any successor Indenture Trustee under the Indenture), as supplemented by the Series 2017-2 Indenture Supplement,
dated as of July 31, 2017 (the “Indenture Supplement”), and representing the right to receive certain payments
from the Issuer. The term “Indenture,” unless the context otherwise requires, refers to the Indenture as supplemented
by the Indenture Supplement. The Notes are subject to all of the terms of the Indenture. All terms used in this Note that are defined
in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented
or amended. In the event of any conflict or inconsistency between the Indenture and this Note, the Indenture shall control.


The Series 2017-2
Notes also include the Class B Notes issued under the Indenture simultaneously with the Class A Notes.


The Noteholder, by
its acceptance of this Note, agrees that it will look solely to the property of the Trust allocated to the payment of this Note
in accordance with the Indenture for payment hereunder and that the Indenture Trustee is not liable to the Noteholders for any
amount payable under this Note or the Indenture or, except as expressly provided in the Indenture, subject to any liability under
the Indenture.


This Note does not
purport to summarize the Indenture and reference is made to the Indenture for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Indenture Trustee.


The Expected Final
Payment Date is the July 2020 Payment Date, but principal with respect to the Class A Notes may be paid earlier or later under
certain circumstances described in the Indenture. If for one or more months during the Controlled Accumulation Period there are
not sufficient funds to deposit the Controlled Deposit Amount into the Principal Funding Account, then to the extent that excess
funds are not available on subsequent Payment Dates with respect to the Controlled Accumulation Period to make up for such shortfalls,
the final payment of principal of the Notes will occur later than the Expected Final Payment Date. Payments of principal of the
Notes shall be payable in accordance with the provisions of the Indenture.


Subject to the terms
and conditions of the Indenture, the Transferor may, from time to time, direct the Owner Trustee, on behalf of the Trust, to issue
one or more new Series of notes or additional notes of any Series.




    	 	A-1-6	 



     

    

On each Payment Date,
the Paying Agent shall distribute to each Class A Noteholder of record on the related Record Date (except for the final distribution
in respect of this Class A Note) such Class A Noteholder’s pro rata share of the amounts held by the Paying Agent
that are allocated and available on such Payment Date to pay interest and principal on the Class A Notes pursuant to the Indenture
Supplement. Except as provided in the Indenture with respect to a final distribution, distributions to Series 2017-2 Noteholders
shall be made (i) by check mailed to each Series 2017-2 Noteholder (at such Noteholder’s address as it appears in the Note
Register), except that with respect to any Series 2017-2 Notes registered in the name of the nominee of a clearing agency, such
distribution shall be made in immediately available funds and with respect to the Class B Notes if the Noteholder has provided
written wire transfer instructions to the Indenture Trustee as provided in the Indenture, then such distribution shall be made
in immediately available funds and (ii) without presentation or surrender of any Series 2017-2 Note or the making of any notation
thereon. Final payment of this Class A Note will be made only upon presentation and surrender of this Class A Note at the office
or agency specified in the notice of final distribution delivered by the Indenture Trustee to the Series 2017-2 Noteholders in
accordance with the Indenture.


On any day occurring
on or after the date on which the Outstanding Dollar Principal Amount of the Series 2017-2 Notes is reduced to less than 10% of
its highest Outstanding Dollar Principal Amount at any time, the Trust shall have the right, but not the obligation to, redeem
the Series 2017-2 Notes at a redemption price equal to 100% of the Outstanding Dollar Principal Amount of the Series 2017-2 Notes,
plus accrued, unpaid and additional interest or principal accreted and unpaid on such Notes to but excluding the date of redemption;
provided, however, that in no event shall an optional redemption occur if 25% or more of the Initial Dollar Principal
Amount of the Series 2017-2 Notes is still outstanding.


This Class A Note
does not represent an obligation of, or an interest in, the Transferor, Barclays Bank Delaware, or any Affiliate of any of them
and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality.


Each Noteholder,
by accepting a Note, hereby covenants and agrees that it will not at any time institute against the Issuer or the Transferor, or
join in instituting against the Issuer or the Transferor, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States federal or state bankruptcy or similar law.


Except as otherwise
provided in the Indenture Supplement, the Class A Notes are issuable only in minimum denominations of $100,000 and $1,000 increments
in excess thereof. The transfer of this Class A Note shall be registered in the Note Register upon surrender of this Class A Note
for registration of transfer at the office or agency of the Issuer in a Place of Payment, accompanied by a written instrument of
transfer, in a form satisfactory to the Issuer and the Note Registrar, duly executed by the Class A Noteholder or such Class A
Noteholder’s attorney, and duly authorized in writing with such signature guaranteed, and thereupon one or more new Class
A Notes in any authorized denominations of like aggregate Stated Principal Amount, Expected Final Payment Date and Legal Maturity
Date and of like terms will be issued to the designated transferee or transferees.




    	 	A-1-7	 



     

    

As provided in the
Indenture and subject to certain limitations therein set forth, Class A Notes are exchangeable for new Class A Notes in any authorized
denominations and of like aggregate Stated Principal Amount, Expected Final Payment Date and Legal Maturity Date and of like terms
upon surrender of such Notes to be exchanged at the office or agency of the Issuer in a Place of Payment. No service charge may
be imposed for any such exchange but the Issuer may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith.


The Issuer, the Transferor,
the Indenture Trustee and any agent of the Issuer, the Transferor or the Indenture Trustee shall treat the person in whose name
this Class A Note is registered as the owner hereof for all purposes, and neither the Issuer, the Transferor, the Indenture Trustee
nor any agent of the Issuer, the Transferor or the Indenture Trustee shall be affected by notice to the contrary.


THIS CLASS A NOTE
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL
OBLIGATION LAW, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.




    	 	A-1-8	 



     

    

 


ASSIGNMENT


 


Social Security or other identifying number of assignee ______________________________


 


FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto


 


______________________________


(name and address of assignee)


 


the within certificate and all rights thereunder,
and hereby irrevocably constitutes and appoints ________________, attorney, to transfer said certificate on the books kept for
registration thereof, with full power of substitution in the premises.


 


	Dated:
    ____________	______________________
	 	 
	 	Signature Guaranteed:
	 	______________________






 


 


 




    	 	A-1-9	 



     

    

EXHIBIT A-2


FORM OF

CLASS B SERIES 2017-2 FIXED RATE ASSET BACKED NOTE


THIS CLASS B NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS CLASS B NOTE
NOR ANY PORTION HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS
OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM SUCH REGISTRATION PROVISIONS. THE TRANSFER OF THIS CLASS B NOTE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE INDENTURE
REFERRED TO HEREIN.


THE HOLDER OF THIS
NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER OR THE TRANSFEROR,
OR JOIN IN INSTITUTING AGAINST THE ISSUER OR THE TRANSFEROR, ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION
PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW.


THE HOLDER OF THIS
CLASS B NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS B NOTES AS
INDEBTEDNESS OF THE ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER
TAX IMPOSED ON, OR MEASURED BY, INCOME AT ANY TIME DURING WHICH THE CLASS B NOTES ARE DEEMED TO BE ISSUED AND OUTSTANDING FOR SUCH
PURPOSES.


THIS CLASS B NOTE
(OR ANY INTEREST HEREIN) MAY NOT BE PURCHASED WITH THE ASSETS OF (I) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION
3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO THE PROVISIONS
OF TITLE I OF ERISA, (II) A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE “CODE”), OR (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN
EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY. IF PURCHASER IS (OR IS ACTING ON BEHALF OF) A GOVERNMENTAL,
NON-U.S. OR CHURCH PLAN THAT IS SUBJECT TO ANY STATE, LOCAL OR OTHER LAW THAT IS SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975
OF THE CODE (“SIMILAR LAW”), THE ACQUISITION, HOLDING AND DISPOSITION WILL NOT RESULT IN A VIOLATION OF SIMILAR LAW.
NO CLASS B NOTE HOLDER WILL BE PERMITTED TO TRANSFER THE CLASS B NOTES TO ANY PERSON OR ENTITY, UNLESS SUCH PERSON OR ENTITY CAN
ITSELF TRUTHFULLY MAKE THE FOREGOING REPRESENTATIONS AND COVENANTS AS PRESENTED IN THIS PARAGRAPH AND NO TRANSFER OF




    	 	A-2-1	 



     

    

ANY INTEREST IN CLASS B NOTES MAY OCCUR
EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS SET FORTH IN THE INDENTURE SUPPLEMENT.




    	 	A-2-2	 



     

    

 


 


	 	INITIAL DOLLAR PRINCIPAL AMOUNT
	REGISTERED	$172,785,000
	No. R-1	 


 


BARCLAYS DRYROCK ISSUANCE TRUST


 


CLASS B SERIES 2017-2 FIXED RATE ASSET BACKED
NOTE


 


Barclays Dryrock
Issuance Trust (herein referred to as the “Issuer” or the “Trust”), a Delaware statutory
trust governed by the Second Amended and Restated Trust Agreement, dated as of August 1, 2012, as amended and restated as of December
17, 2013 and as amended by the first amendment thereto, dated as of July 6, 2015, for value received, hereby promises to pay to
Barclays Dryrock Funding LLC, subject to the following provisions, the principal sum of $172,785,000 payable on the July 2020 Payment
Date (the “Expected Final Payment Date”) in accordance with the Indenture, except as otherwise provided below;
provided, however, that the amount of this Note shall be due and payable on the May 2023 Payment Date (the “Legal
Maturity Date”) in accordance with the Indenture. The Issuer will pay interest on the unpaid principal amount of this
Note at the Class B Note Interest Rate on each Payment Date until the principal amount of this Note is paid in full. Interest on
this Note will accrue for each Payment Date from and including the most recent Payment Date on which interest has been paid to
but excluding such Payment Date or, for the initial Payment Date, from and including the Closing Date to but excluding such Payment
Date. Interest will be computed on the basis of a 360-day year consisting of twelve 30 day months. Such principal of and interest
on this Note shall be paid in the manner specified on the reverse hereof.


The principal of
and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first
to interest due and payable on this Note as provided above and then to the unpaid principal balance of this Note.


Reference is made
to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.


Unless the certificate
of authentication hereon has been executed by or on behalf of the Indenture Trustee, by manual signature, this Note shall not be
entitled to any benefit under the Indenture or the Indenture Supplement referred to on the reverse hereof, or be valid for any
purpose.


THIS CLASS B NOTE
IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON THE CLASS A NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE SUPPLEMENT.




    	 	A-2-3	 



     

    

 


IN WITNESS WHEREOF, the
Issuer has caused this Class B Note to be duly executed.


 


		BARCLAYS DRYROCK ISSUANCE TRUST,

as Issuer
	 	 	 
	 	By:	WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee under
    the Trust Agreement
	 	 	 
	 	By: 	__________________________________
	 	 	
        Name:

        Title:

         

         




 








 


 


Dated: July 31, 2017




    	 	A-2-4	 



     

    

 


INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Class B Notes described in the within-mentioned
Indenture.


 


		U.S. BANK NATIONAL ASSOCIATION,

as Indenture Trustee


	 	 	 
	 	By: 	__________________________________
	 	 	
        Authorized Signatory 

         




 


 


Dated: July 31, 2017




    	 	A-2-5	 



     

    

 


BARCLAYS DRYROCK ISSUANCE TRUST


CLASS B SERIES 2017-2 FIXED RATE ASSET
BACKED NOTE


[Reverse of Class B Note]


This Class B Note
is one of a duly authorized issue of Notes of the Issuer, designated as its Barclays Dryrock Issuance Trust, Series 2017-2 (the
“Series 2017-2 Notes”), issued under an Amended and Restated Indenture, dated as of August 1, 2012, as amended
and restated as of December 17, 2013 and as amended by the first amendment thereto, dated as of July 6, 2015 (the, “Indenture”),
between the Issuer and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee,” which
term includes any successor Indenture Trustee under the Indenture), as supplemented by the Series 2017-2 Indenture Supplement dated
as of July 31, 2017 (the “Indenture Supplement”), and representing the right to receive certain payments from
the Issuer. The term “Indenture,” unless the context otherwise requires, refers to the Indenture as supplemented by
the Indenture Supplement. The Notes are subject to all of the terms of the Indenture. All terms used in this Note that are defined
in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented
or amended. In the event of any conflict or inconsistency between the Indenture and this Note, the Indenture shall control.


The Series 2017-2
Notes also include the Class A Notes issued under the Indenture simultaneously with the Class B Notes. The Class B Notes are subordinate
to the Class A Notes.


The Noteholder, by
its acceptance of this Note, agrees that it will look solely to the property of the Trust allocated to the payment of this Note
in accordance with the Indenture for payment hereunder and that the Indenture Trustee is not liable to the Noteholders for any
amount payable under the Note or the Indenture or, except as expressly provided in the Indenture, subject to any liability under
the Indenture.


This Note does not
purport to summarize the Indenture and reference is made to the Indenture for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Indenture Trustee.


The Expected Final
Payment Date is the July 2020 Payment Date, but principal with respect to the Class B Notes may be paid earlier or later under
certain circumstances described in the Indenture. If for one or more months during the Controlled Accumulation Period there are
not sufficient funds to deposit the Controlled Deposit Amount into the Principal Funding Account, then to the extent that excess
funds are not available on subsequent Payment Dates with respect to the Controlled Accumulation Period to make up for such shortfalls,
the final payment of principal of the Notes will occur later than the Expected Final Payment Date. Payments of principal of the
Notes shall be payable in accordance with the provisions of the Indenture.


Subject to the terms
and conditions of the Indenture, the Transferor may, from time to time, direct the Owner Trustee, on behalf of the Trust, to issue
one or more new Series of notes or additional notes of any Series.




    	 	A-2-6	 



     

    

On each Payment Date,
the Paying Agent shall distribute to each Class B Noteholder of record on the related Record Date (except for the final distribution
in respect of this Class B Note) such Class B Noteholder’s pro rata share of the amounts held by the Paying Agent
that are allocated and available on such Payment Date to pay interest and principal on the Class B Notes pursuant to the Indenture
Supplement. Except as provided in the Indenture with respect to a final distribution, distributions to Series 2017-2 Noteholders
shall be made by (i) check mailed to each Series 2017-2 Noteholder (at such Noteholder’s address as it appears in the Note
Register), except that with respect to any Series 2017-2 Notes registered in the name of the nominee of a clearing agency, such
distribution shall be made in immediately available funds and with respect to the Class B Notes if the Noteholder has provided
written wire transfer instructions to the Indenture Trustee as provided in the Indenture, then such distribution shall be made
in immediately available funds to the Class B Noteholder and (ii) without presentation or surrender of any Series 2017-2 Note or
the making of any notation thereon. Final payment of this Class B Note will be made only upon presentation and surrender of this
Class B Note at the office or agency specified in the notice of final distribution delivered by the Indenture Trustee to the Series
2017-2 Noteholders in accordance with the Indenture.


On any day occurring
on or after the date on which the Outstanding Dollar Principal Amount of the Series 2017-2 Notes is reduced to less than 10% of
its highest Outstanding Dollar Principal Amount at any time, the Trust shall have the right, but not the obligation to, redeem
the Series 2017-2 Notes at a redemption price equal to 100% of the Outstanding Dollar Principal Amount of the Series 2017-2 Notes,
plus accrued, unpaid and additional interest or principal accreted and unpaid on such Notes to but excluding the date of redemption;
provided, however, that in no event shall an optional redemption occur if 25% or more of the Initial Dollar Principal
Amount of the Series 2017-2 Notes is still outstanding.


This Class B Note
does not represent an obligation of, or an interest in, the Transferor, Barclays Bank Delaware or any Affiliate of any of them
and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality.


Each Noteholder,
by accepting a Note, hereby covenants and agrees that it will not at any time institute against the Issuer or the Transferor, or
join in instituting against the Issuer or the Transferor, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States federal or state bankruptcy or similar law.


Except as otherwise
provided in the Indenture Supplement, the Class B Notes are issuable only in minimum denominations of $100,000 and $1,000 increments
in excess thereof. The transfer of this Class B Note shall be registered in the Note Register upon surrender of this Class B Note
for registration of transfer at the office or agency of the Issuer in a Place of Payment, accompanied by a written instrument of
transfer, in a form satisfactory to the Issuer and the Note Registrar, duly executed by the Class B Noteholder or such Class B
Noteholder’s attorney, and duly authorized in writing with such signature guaranteed, and thereupon one or more new Class
B Notes in any authorized denominations of like aggregate Stated Principal Amount, Expected Final Payment Date and Legal Maturity
Date and of like terms will be issued to the designated transferee or transferees.




    	 	A-2-7	 



     

    

As provided in the
Indenture and subject to certain limitations therein set forth, Class B Notes are exchangeable for new Class B Notes in any authorized
denominations and of like aggregate Stated Principal Amount, Expected Final Payment Date and Legal Maturity Date and of like terms
upon surrender of such Notes to be exchanged at the office or agency of the Issuer in a Place of Payment. No service charge may
be imposed for any such exchange but the Issuer may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith.


The Issuer, the Transferor,
the Indenture Trustee and any agent of the Issuer, the Transferor or the Indenture Trustee shall treat the person in whose name
this Class B Note is registered as the owner hereof for all purposes, and neither the Issuer, the Transferor, the Indenture Trustee
nor any agent of the Issuer, the Transferor or the Indenture Trustee shall be affected by notice to the contrary.


THIS CLASS B NOTE
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL
OBLIGATION LAW, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.




    	 	A-2-8	 



     

    

 


ASSIGNMENT


 


Social Security or other identifying number of assignee ______________________________


 


FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto


______________________________


(name and address of assignee)


 


the within certificate
and all rights thereunder, and hereby irrevocably constitutes and appoints ___________________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of substitution in the premises.


	Dated:
    ____________	______________________
	 	 
	 	Signature Guaranteed:
	 	 
	 	______________________





    	 	A-2-9	 



     

    

EXHIBIT B-1


 


FORM OF MONTHLY NOTEHOLDERS’ STATEMENT


BARCLAYS DRYROCK ISSUANCE TRUST


SERIES 2017-2


MONTHLY PERIOD ENDING [●] [●]
20[●]


Pursuant to (i)
the Amended and Restated Indenture, dated as of August 1, 2012, as amended and restated as of December 17, 2013 and as amended
by the first amendment thereto, dated as of July 6, 2015 (the “Indenture”), between Barclays Dryrock Issuance
Trust (the “Issuer” or the “Trust”), and U.S. Bank National Association, as indenture trustee
(the “Indenture Trustee”), as supplemented by the Indenture Supplement, dated as of July 31, 2017 (the “Indenture
Supplement”), between the Issuer and the Indenture Trustee, and (ii) the Amended and Restated Servicing Agreement, dated
as of August 1, 2012, as amended and restated as of December 17, 2013 (the “Servicing Agreement”), among Barclays
Dryrock Funding LLC, as transferor (the “Transferor”), Barclays Bank Delaware, as servicer and administrator
(“BBD” or the “Servicer”), the Issuer and the Indenture Trustee, BBD as Servicer is required
to prepare certain information each month regarding current payments to the Series 2017-2 Noteholders and the performance of the
Trust during the previous monthly period. The information prepared with respect to the Payment Date of [●][●] 20[●]
is set forth below. Certain terms used in this Monthly Noteholders’ Statement have their respective meanings set forth in
the Indenture, the Indenture Supplement and the Servicing Agreement. 


	A)	Information regarding payments in respect of the Class A Notes
	 	 
	(1)	The total amount of the payment in respect of the Class A Notes	$__________
	 	 	 
	(2)	The amount of the payment set forth in line item (1) above in respect of Class A Monthly Interest	$__________
	 	 	 
	(3)	The amount of the payment set forth in line item (1) above in respect of Class A Monthly Interest previously due but not distributed on a prior Payment Date	$__________
	 	 	 
	(4)	The amount of the payment set forth in line item (1) above in respect of Class A Additional Interest and the amount of Class A Additional Interest previously due but not distributed on a prior Payment Date	$__________
	 	 	 
	(5)	The amount of the payment set forth in line item (1) above in respect of principal of the Class A Notes	$__________


 


 




    	 	B-1-1	 



     

    

 


 


 


	B)	Information regarding payments in respect of the Class B Notes	 
	 	 	 
	(1)	The total amount of the payment in respect of the Class B Notes	$__________
	 	 	 
	(2)	The amount of the payment set forth in line item (1) above in respect of Class B Monthly Interest	$__________
	 	 	 
	(3)	The amount of the payment set forth in line item (1) above in respect of Class B Monthly Interest previously due but not distributed on a prior Payment Date	$__________
	 	 	 
	(4)	The amount of the payment set forth in line item (1) above in respect of Class B Additional Interest and the amount of Class B Additional Interest previously due but not distributed on a prior Payment Date	$__________
	 	 	 
	(5)	The amount of the payment set forth in line item (1) above in respect of principal of the Class B Notes	$__________


 


		BARCLAYS BANK DELAWARE, as Servicer
	 	 	 
	 	By: 	__________________________________
	 	 	
        Name:

Title:

         




 







    	 	B-1-2	 



     

    

 


FORM OF MONTHLY SERVICER STATEMENT


BARCLAYS DRYROCK ISSUANCE TRUST SERIES
2017-2


MONTHLY PERIOD ENDING [•] [•]
20[•]


 


	Record date	[•][•], 20[•]
	Payment date	[•][•], 20[•]
	Monthly period beginning	[•][•], 20[•]
	Monthly period ending	[•][•], 20[•]
	Previous payment date	[•][•], 20[•]
	Interest period beginning	[•][•], 20[•]
	Interest period ending	[•][•], 20[•]
	Days in monthly period	[•]
	Days in interest period	[•]


 


	TRUST RECEIVABLES INFORMATION	 
	Beginning of monthly period principal receivables balance	$[•]
	Beginning of monthly period non-principal receivables balance	$[•]
	Beginning of monthly period total receivables balance	$[•]
	Addition of principal receivables balance	$[•]
	Addition of non-principal receivables balance	$[•]
	Removal of principal receivables balance	$[•]
	Removal of non-principal receivables balance	$[•]
	End of monthly period principal receivables balance	$[•]
	End of monthly period non-principal receivables balance	$[•]
	End of monthly period total receivables balance	$[•]


 


	TRUST COLLECTIONS INFORMATION	 
	Finance charge collections	$[•]
	Fees	$[•]
	Recoveries	$[•]
	Investment earnings on Issuer Accounts	$[•]
	Total finance charge collections	$[•]
	Principal collections	$[•]
	*Total payment rate	[•]%
	 	 
	(*Total payment rate does not include investment earnings)	 


 




    	 	B-1-3	 



     

    

 


 


	TRUST DEFAULT INFORMATION
	Default amount	 	$[•]
	Gross loss rate	 	[•]%
	Delinquency Data	Percentage	Total receivables
	1-30 days delinquent	[•]%	$[•]
	31-60 days delinquent	[•]%	$[•]
	61-90 days delinquent	[•]%	$[•]
	91-120 days delinquent	[•]%	$[•]
	121-150 days delinquent	[•]%	$[•]
	151-180 days delinquent	[•]%	$[•]
	181 and greater days delinquent	[•]%	$[•]
	Sixty Day Delinquent Assets	[•]%	$[•]


 


	TRANSFEROR INFORMATION	 
	Transferor Percentage as of the Transferor Amount Measurement Date	[•]%
	Minimum Transferor Amount Percentage in Calendar Month	[•]%
	Required Transferor Amount Percentage	[•]%


 


	SELLERS INTEREST	 
	Seller’s Interest as of the Transferor Amount Measurement Date	[•]%
	Required Seller’s Interest	[•]%


 


	ISSUER ACCOUNT INFORMATION	 
	Barclays Dryrock Issuance Trust Collection Account balance as of the end of monthly period	$[•]
	Barclays Dryrock Issuance Trust Excess Funding Account balance as of end of monthly period	$[•]


 


	BARCLAYS DRYROCK ISSUANCE TRUST
	Series Name	2017-2
	Expected Final Payment Date	July 15,
    2020
	Scheduled start of accumulation period	July 1,
    2019
	Series 2017-2 Stated Principal Amount	$[•]
	Series 2017-2 Allocation Amount	$[•]
	Series 2017-2 Floating Allocation Percentage	[•]%
	Series 2017-2 Principal Allocation Percentage	[•]%
	Current period USD LIBOR	[•]%


 


	Class Details	Margin	Total Interest Rate	Stated Principal Amount
	Class A	[•]%	[•]%	$[•]
	Class B	[•]%	[•]%	$[•]


 




    	 	B-1-4	 



     

    

 


 


	ALLOCATION OF SERIES 2017-2 AVAILABLE FINANCE CHARGE COLLECTIONS
	1)Series 2017-2 Available Finance Charge Collections	$[•]
	2) Class A Notes	 
	a) Class A Monthly Interest	$[•]
	b) Class A Monthly Interest previously due but not paid	$[•]
	c) Class A Additional Interest and Class A Additional Interest previously due but not paid	$[•]
	3) Series 2017-2 Servicing Fee paid to Servicer	$[•]
	4) Series 2017-2 Servicing Fee, previously due but not paid	$[•]
	5) Class B Notes	 
	a) Class B Monthly Interest	$[•]
	b) Class B Monthly Interest previously due but not paid	$[•]
	c) Class B Additional Interest and Class B Additional Interest previously due but not paid	$[•]
	6)Series 2017-2 Default Amount treated as Series 2017-2 Available Principal Collections	$[•]
	7) Unreimbursed Investor Charge-offs and Reallocated Principal Collections treated as Series 2017-2 Available principal Collections	$[•]
	8) Accumulation Reserve Account funding	$[•]
	9) In the event of default and acceleration, the Outstanding Dollar Principal Amount of the notes treated as Series 2017-2 Available Principal Collections	$[•]
	10) Shared Excess Available Finance Charge Collections available for allocation to other series in Shared Excess Available Finance Charge Collections (Group 1)	$[•]
	11) Amount due under any other obligations of Barclays Dryrock Issuance Trust under the Transaction Documents	$[•]
	12) Holder of the Transferor Interest	$[•]


 


	APPLICATION OF SHARED EXCESS AVAILABLE FINANCE CHARGE COLLECTIONS ALLOCATED TO SERIES 2017-2
	1) Shared Excess Available Finance Charge Collections allocated to Series 2017-2	$[•]
	2)Series 2017-2 Available Finance Charge Collections Shortfall	$[•]
	3) Class A Monthly Interest and Class A Additional Interest and any past due amounts	$[•]
	4) Unpaid Servicing Fee	$[•]
	5) Class B Monthly Interest and Class B Additional Interest and any past due amounts	$[•]
	6) Default Amount treated as Available Principal Collections	$[•]
	7) Unreimbursed Investor charge-offs and Reallocated Principal Collections treated as Series 2017-2 Available Principal Collections	$[•]
	8) Accumulation Reserve Account	$[•]
	9) Holder of the Transferor Interest	$[•]




    	 	B-1-5	 



     

    

 


 


	APPLICATION OF SERIES 2017-2 AVAILABLE PRINCIPAL COLLECTIONS DURING REVOLVING PERIOD
	1) Shared Excess Available Principal Collections available for allocation to other series in Shared Excess Available Principal Collections (Group 1)	$[•]


 


	APPLICATION OF SERIES 2017-2 PRINCIPAL COLLECTIONS DURING CONTROLLED ACCUMULATION PERIOD
	1) Principal Funding Account	$[•]
	2) Shared Excess Available Principal Collections available for allocation to other series in Shared Excess Available principal Collections (Group 1)	$[•]


 


	APPLICATION OF SERIES 2017-2 PRINCIPAL COLLECTIONS DURING EARLY AMORTIZATION PERIOD
	1) Paid to the Class A Noteholders	$[•]
	2) Paid to the Class B Noteholders	$[•]
	3) Shared Excess Available Principal Collections available for allocation to other series in Shared Excess Available Principal Collections (Group 1)	$[•]


 


	APPLICATION OF SHARED EXCESS AVAILABLE PRINCIPAL COLLECTIONS ALLOCATED TO SERIES 2017-2
	1) Shared Excess Available Principal Collections allocated to Series 2017-2	$[•]
	2)Series 2017-2 Available Principal Collections Shortfall	$[•]
	3) During the Controlled Accumulation Period:	 
	3a) Amount deposited in the Principal Funding Account	$[•]
	4) During the Early Amortization Period:	 
	4a) Paid to the Class A Noteholders	$[•]
	4b) Paid to the Class B Noteholders	$[•]
	5) Holder of the Transferor Interest	$[•]


 


	SERIES 2017-2 ACCOUNT INFORMATION
	Accumulation Reserve Account balance	$[•]
	Principal Funding Account balance	$[•]


 


	SERIES 2017-2 PERFORMANCE DATA
	Portfolio Yield	 
	Current Monthly Period	[•]%
	Prior Monthly Period	[•]%
	Second Prior Monthly Period	[•]%
	Base Rate	 
	Current Payment Date	[•]%
	Prior Payment Date	[•]%
	Second Prior Payment Date	[•]%
	Excess Spread Percentage	 
	Current Monthly Period	[•]%
	Prior Monthly Period	[•]%




    	 	B-1-6	 



     

    

 


	Second Prior Monthly Period	[•]%
	Quarterly Excess Spread Percentage	[•]%
	Required Excess Spread Percentage	[•]%
	Is the Quarterly Excess Spread Percentage greater than the Required Excess Spread Percentage?	[Yes/No]
	Delinquency Trigger Percentage	[•]%
	Is the Sixty Day Delinquency Rate Percentage equal to or greater than the Delinquency Trigger Percentage?	[Yes/No]


 


To the knowledge of the undersigned, no Early Amortization
Event or Early Redemption Event has occurred.


Capitalized terms used in this Monthly Servicer Statement
have their respective meanings set forth in the Indenture, the Indenture Supplement and the Servicing Agreement.


 


		BARCLAYS BANK DELAWARE, as Servicer
	 	 	 
	 	By: 	__________________________________
	 	 	
        Name:

Title:

         







 




    	 	B-1-7	 



     

    

EXHIBIT B-2


 


FORM OF ANNUAL PAYMENT INFORMATION


BARCLAYS DRYROCK ISSUANCE TRUST


SERIES 2017-2


 


FOR THE YEAR ENDED DECEMBER 31, 20[•]


 


The undersigned,
a duly authorized representative of Barclays Bank Delaware (“BBD”), as Servicer pursuant to the Amended and
Restated Indenture, dated as of August 1, 2012, as amended and restated as of December 17, 2013 and as amended by the first amendment
thereto, dated as of July 6, 2015 (the “Indenture”), between Barclays Dryrock Issuance Trust (the “Issuer”
or the “Trust”), and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”),
as supplemented by the Indenture Supplement, dated as of July 31, 2017 (the “Indenture Supplement”), between the Issuer
and the Indenture Trustee, and (ii) the Amended and Restated Servicing Agreement, dated as of August 1, 2012, as amended and restated
as of December 17, 2013 (the “Servicing Agreement”), among Barclays Dryrock Funding LLC, as transferor (the
“Transferor”), Barclays Bank Delaware, as servicer and administrator (“BBD” or “Servicer”),
the Issuer and the Indenture Trustee, does hereby certify as follows:


Capitalized terms
used in this Certificate have their respective meanings set forth in the Indenture, the Indenture Supplement, and the Servicing
Agreement.


Pursuant to Section
7.03 of the Indenture Supplement, the Servicer instructed the Indenture Trustee to pay in accordance with Section 7.03 from amounts
in the collection Account and allocated to Series 2017-2 or the Principal Funding Account, as applicable, the following aggregate
amounts during the year ended December 31, 20[•]:


	 	A)	Pursuant to subsection 7.03(a):	 
	 	 	Interest distributed to Class A Noteholders	$________
	 	 	 	 
	 	B)	Pursuant to subsection 7.03(b):	 
	 	 	On each Payment Date with respect to the Early Amortization Period and on the Expected Final Payment Date principal distributed to the Class A Noteholders	$________
	 	 	 	 
	 	C)	Pursuant to subsection 7.03(c):	 
	 	 	Interest distributed to Class B Noteholders	$________
	 	 	 	 
	 	D)	Pursuant to subsection 7.03(d):	 
	 	 	On each Payment Date with respect to the Early Amortization Period and on the Expected Final Payment Date principal distributed to the Class B Noteholders	$________


 




    	 	B-2-1	 



     

    

 


IN WITNESS WHEREOF,
the undersigned has duly executed this Certificate this [•] day of [•], 20[•].


 


		BARCLAYS BANK DELAWARE, as Servicer
	 	 	 
	 	By: 	__________________________________
	 	 	
        Name:

Title:

         







 




    	 	B-2-2	 



     

    

EXHIBIT B-3


 


FORM OF DAILY SERVICER’S STATEMENT


 


[•][•], 20[•]


 


Barclays Dryrock Issuance Trust


c/o Wilmington Trust National Association


Rodney Square North, 1100 North Market Street


Wilmington, DE 19890


 


Dear Sirs


 


In accordance with
the terms of the Servicing Agreement, Indenture and the Series 2017-2 Indenture Supplement


	1.	We hereby notify you that, as of the beginning of the day on [•][•], 20[•], the following accounts had cash balances set out below:
	 	 	 	 	 
	 	Collection Account	164142000	$[•]
	 	Excess Funding Account (EFA)	164142001	$[•]
	 	 	 	 	 
	2.	The movements of each Account on [•][•], 20[•] are as follows:
	 	 	 	 	 
	 	i.	Collection Account	 	 
	 	 	 	 	 
	 	 	Daily Transfers	 	 
	 	 	Collections	 	$[•]
	 	 	Investment proceeds on Collection Account	 	$[•]
	 	 	Transferor portion of finance charge collections to Barclays Dryrock Funding LLC	 	$[•]
	 	 	Transferor portion of principal collection to Barclays Dryrock Funding LLC	 	$[•]
	 	 	
        Transferor portion of principal collections to EFA

         
	 	$[•]
	 	 	Monthly Transfers	 	 
	 	 	Class A Monthly Interest	 	$[•]
	 	 	Servicing Fee	 	$[•]
	 	 	Transferor portion of Servicing Fee prefunding excess	 	$[•]
	 	 	Class B Monthly Interest	 	$[•]
	 	 	Series Default Amount	 	$[•]
	 	 	Series Additional Amount	 	$[•]
	 	 	Event of Default	 	$[•]
	 	 	Excess Spread to Transferor	 	$[•]
	 	 	All other Trust Obligations	 	$[•]
	 	 	Deposit from the EFA (Excess EFA balance in accumulation period, treated as principal Investment earning on the EFA)	 	$[•]




    	 	B-3-1	 



     

    

 


	 	 	Closing cash balance	 	$[•]
	 	 	 	 	 
	 	ii.	Excess Funding Account (EFA)	 	 
	 	 	 	 	 
	 	 	Opening cash balance	 	$[•]
	 	 	Transferor portion of principal collections received from Collection Account	 	$[•]
	 	 	Excess EFA balance to Barclays Dryrock Funding LLC	 	$[•]
	 	 	Excess EFA balance to Collection Account	 	$[•]
	 	 	Withdrawal of investment earnings to Collection Account	 	$[•]
	 	 	Investment earnings credited to the account	 	$[•]
	 	 	 	 	 
	 	 	Closing cash balance	 	$[•]
	 	 	 	 	 
	 	iii.	Principal Funding Account (PFA)	 	 
	 	 	 	 	 
	 	 	Principal Funding Account (PFA) Series 2017-2	 	 
	 	 	Opening Cash Balance	 	$[•]
	 	 	Accumulation deposit from the Collection Account	 	$[•]
	 	 	Investment earnings credited to the account	 	$[•]
	 	 	Investment earnings to the Collection Account	 	$[•]
	 	 	Principal Payments to Indenture Trustee	 	$[•]
	 	 	 	 	 
	 	 	
        Closing cash balance

         
	 	$[•]
	 	 	Principal Funding Account (PFA) Series 2017-2	 	 
	 	 	 	 	 
	 	 	Opening Cash Balance	 	$[•]
	 	 	Accumulation deposit from the Collection Account	 	$[•]
	 	 	Investment earnings credited to the account	 	$[•]
	 	 	Investment earnings to the Collection Account	 	$[•]
	 	 	Principal Payments to Indenture Trustee	 	$[•]
	 	 	 	 	 
	 	 	Closing cash balance	 	$[•]
	 	 	 	 	 
	 	iv.	Accumulation Reserve Account	 	 
	 	 	 	 	 
	 	 	Accumulation Reserve Account Series 2017-2	 	 
	 	 	Opening Cash Balance	 	$[•]
	 	 	Deposit from the Collection Account	 	$[•]
	 	 	Investment earnings credited to the account	 	$[•]
	 	 	Investment earnings to the Collection Account	 	$[•]
	 	 	Accumulation Reserve Draw Amount to Collection Account	 	$[•]
	 	 	Accumulation Reserve Account Surplus to Barclays Dryrock Funding LLC	 	$[•]
	 	 	Closing cash balance	 	$[•]




    	 	B-3-2	 



     

    

 


	 	 	Accumulation Reserve Account Series 2017-2	 	 
	 	 	Opening Cash Balance	 	$[•]
	 	 	Deposit from the Collection Account	 	$[•]
	 	 	Investment earnings credited to the account	 	$[•]
	 	 	Investment earnings to the Collection Account	 	$[•]
	 	 	Accumulation Reserve Draw Amount to Collection Account	 	$[•]
	 	 	Accumulation Reserve Account Surplus to Barclays Dryrock Funding LLC	 	$[•]
	 	 	 	 	 
	 	 	Closing cash balance	 	$[•]
	 	 	 	 	 
	3.	We hereby advise you to make the following transfers:	 	 





	From	Amount	To
	
        Collection Account

        164142000
	$[•]	Barclays Dryrock Funding LLC

[Account #]
	
        Collection Account

        164142000
	$[•]	
        Excess Funding Account

        164142001

	
        Collection Account

        164142000
	$[•]	Barclays Dryrock Funding LLC

[Account #]
	
        Collection Account

        164142000
	$[•]	US Bank National Association

[Account #]
	
        Collection Account

        164142000
	$[•]	
        Barclays Bank Delaware

        [Account #]

	
        Collection Account

        164142000
	$[•]	
        Principal Funding Series 2017-2

        223974001

	
        Principal Funding Series 2017-2

        223974001
	$[•]	
        Collection Account

        164142000

	
        Principal Funding Series 2017-2

        223974001
	$[•]	US Bank National Association

[Account #]
	
        Collection Account

        164142000
	$[•]	
        Principal Funding Series 2017-2

        223974001

	
        Principal Funding Series 2017-2

        223974001
	$[•]	
        Collection Account

        164142000

	
        Principal Funding Series 2017-2

        223974001
	$[•]	US Bank National Association

[Account #]
	
        Collection Account

        164142000
	$[•]	
        Accumulation Reserve Series 2017-2

        223974000

	
        Accumulation Reserve Series 2017-2

        223974000
	$[•]	Collection Account 164142000
	
        Accumulation Reserve Series 2017-2

        223974000
	$[•]	
        Owner Trustee

        (to be distributed to Barclays

Dryrock Fund LLC)







    	 	B-3-3	 



     

    

 


	
        Collection Account

        164142000
	$[•]	
        Accumulation Reserve Series 2017-2

        223974000

	
        Accumulation Reserve Series 2017-2

        223974000
	$[•]	
        Collection Account

        164142000

	
        Accumulation Reserve Series 2017-2

        223974000
	$[•]	
        Owner Trustee

        (to be distributed to Barclays Dryrock Funding
        LLC)



 


IN WITNESS WHEREOF,
the undersigned has duly executed and delivered this Certificate this [•] day of [•], [•].


 


		BARCLAYS BANK DELAWARE, as Servicer
	 	 	 
	 	By: 	__________________________________
	 	 	
        Name:

Title:

         







 




    	 	B-3-4	 



     

    

EXHIBIT C


FORM OF MONTHLY SERVICER’S CERTIFICATE


BARCLAYS BANK DELAWARE


BARCLAYS DRYROCK ISSUANCE TRUST

SERIES 2017-2


The undersigned,
a duly authorized representative of Barclays Bank Delaware, as servicer (“BBD”), pursuant to the Amended and Restated
Servicing Agreement, dated August 1, 2012, as amended and restated as of December 17, 2013 (the “Agreement”),
among BARCLAYS DRYROCK FUNDING LLC, a Delaware limited liability company, as transferor, BBD, as servicer and administrator, BARCLAYS
DRYROCK ISSUANCE TRUST, a statutory trust created under the laws of the State of Delaware (the “Trust”), and U.S. BANK
NATIONAL ASSOCIATION, as Indenture Trustee (the “Indenture Trustee”), does hereby certify that:


1.       Capitalized
terms used in this Certificate have their respective meanings set forth in the Agreement or the Amended and Restated Indenture,
dated as of August 1, 2012, as amended and restated as of December 17, 2013 and as amended by the first amendment thereto, dated
as of July 6, 2015 (the “Indenture”), between the Trust and the Indenture Trustee, as supplemented by the Series
2017-2 Indenture Supplement, dated as of July 31, 2017, between the Trust and the Indenture Trustee (the “Indenture Supplement”
and together with the Indenture, the “Indenture”), as applicable.


2.       BBD
is, as of the date hereof, the Servicer under the Agreement.


3.       The
undersigned is an Authorized Officer of the Servicer who is duly authorized pursuant to the Agreement to execute and deliver this
Certificate to the Indenture Trustee.


4.       This
Certificate relates to the Payment Date occurring on [___________, 20___].


5.       As
of the date hereof, to the best knowledge of the undersigned, the Servicer has performed in all material respects its obligations
under the Agreement and the Indenture through the Monthly Period preceding such Payment Date and no material default in the performance
of such obligations has occurred or is continuing except as set forth in paragraph 6 below.


6.       The
following is a description of each material default in the performance of the Servicer’s obligations under the provisions
of the Agreement known to me to have been made by the Servicer through the Monthly Period preceding such Payment Date, which sets
forth in detail (i) the nature of each such default, (ii) the action taken by the Servicer, if any, to remedy each such default
and (iii) the current status of each such default:[If applicable, insert “None.”]




    	 	C-1	 



     

    

IN WITNESS WHEREOF,
the undersigned has duly executed and delivered this Certificate this [•] day of [•], [•].


 


		BARCLAYS BANK DELAWARE, as Servicer
	 	 	 
	 	By: 	__________________________________
	 	 	
        Name:

Title:

         







 



    	 	C-2