Exhibit 10.1 


ASSET REPRESENTATIONS REVIEWER AGREEMENT


This ASSET REPRESENTATIONS
REVIEWER AGREEMENT, dated as of May 13, 2016 (this “Agreement”), is entered into by and among Barclays Bank
Delaware (“BBD”), a Delaware banking corporation (together with its permitted successors and assigns,
in its capacity as the “Servicer” and as “Sponsor”), Clayton Fixed Income Services LLC, a
Delaware limited liability company (“Clayton” or, in its capacity as an Asset Representation Reviewer, the “Asset
Representations Reviewer”), and Barclays Dryrock Issuance Trust, a Delaware statutory trust, as issuer (the “Issuer”).


RECITALS


WHEREAS, the
Issuer and U.S. Bank National Association, a national banking association, in its capacity as indenture trustee (the “Indenture
Trustee”) have entered into the Amended and Restated Indenture, dated as of August 1, 2012, as amended and restated as
of December 17, 2013 (as further amended, restated or otherwise modified from time to time, the “Master Indenture”);


WHEREAS, the
Issuer and the Indenture Trustee have entered into and from time to time may enter into one or more indenture supplements (each
an “Indenture Supplement”, and together with the Master Indenture, the “Indenture”);


WHEREAS, under
each Indenture Supplement the Issuer shall confirm the appointment of Clayton as the Asset Representations Reviewer for such Series
of Notes; and


WHEREAS, Clayton
is willing to perform the duties of the Asset Representations Reviewer specified herein and the Indenture pursuant to the conditions
described herein and therein.


NOW, THEREFORE,
in consideration of the mutual agreements hereinafter set forth, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, BBD, the Issuer and Clayton, hereby agree as follows:


Section 1.                  
Definitions.


All capitalized terms
not otherwise defined herein shall have the meanings set forth in the Indenture. As used in this Agreement and its exhibits, the
following terms shall have the following meanings:


“ARR Eligibility
Requirements” means that the Asset Representations Reviewer must be a Person who (a) is not Affiliated with BBD, the
Transferor, the Indenture Trustee, the Owner Trustee or any of their Affiliates and (b) is not Affiliated with a Person that was,
engaged by BBD or any underwriter of any Notes to perform any due diligence on the Receivables prior to the closing date of any
applicable Series.


“ARR Review” means
the completion by the Asset Representations Reviewer of the procedures listed under “Tests” in Exhibit A for
each Review Account and Review Receivable.


“BBD” means Barclays
Bank Delaware in its capacity as both Sponsor and Servicer, unless otherwise specified.


“Confidential Information”
has the meaning specified in Section 13.


“Control” means, the
power to direct or cause the direction of the management and policies of an entity by contract or otherwise.




    	 



    	 



    

“Cure Period” has the
meaning specified in Section 12(d).


“Eligible Representations”
shall mean those representations identified within the “Eligible Representations” included in Exhibit A.


“Fee Letter” has the
meaning specified in Section 5.


“Good Industry Practice”
means, in relation to any undertaking and any circumstances, the exercise of a high degree of skill, diligence, prudence and foresight
that would reasonably be expected from a highly skilled and experienced Person engaged in the same type of undertaking under the
same or similar circumstances.


“Losses” has the meaning
specified in Section 9.


“Personally Identifiable Information”
or “PII” has the meaning specified in Section 14.


“Review Accounts” means,
those Accounts identified by the Servicer as requiring an ARR Review, corresponding to the Review
Receivables.


“Review Fee” has the
meaning specified in Section 5.


“Review Materials”
means the documents and other materials for each Test listed under “Review Materials” in Exhibit A.


“Review Notice” has
the meaning specified in Section 4.


“Review Receivables”
means, those Receivables identified by the Servicer as requiring an ARR Review, corresponding to the Sixty Day Delinquent Assets
reported in and relating to the Monthly Noteholders’ Statement for the Monthly Period in which the conditions for an ARR
Review were satisfied.


“Review Report” means,
for any ARR Review, the report of the Asset Representations Reviewer prepared in accordance with this Agreement and the Indenture.


“Termination Notice Date”
has the meaning specified in Section 12(c).


“Tests” means, the
procedures listed under “Tests” in Exhibit A.


“Test Complete” has
the meaning specified in Section 4.


“Test Fail” has the
meaning specified in Section 4.


“Test Incomplete” has
the meaning specified in Section 7.


“Test Pass” has the
meaning specified in Section 4.


“Work Product” means
all works, inventions, data and other items created, conceived or reduced to practice pursuant to or in connection with this Agreement,
including any Review Report created as a result of an ARR Review.


Section 2.                  
Appointment.




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BBD hereby engages,
and the Issuer does hereby agree to appoint pursuant to each Indenture Supplement, Clayton to act as the Asset Representations
Reviewer, and Clayton does hereby accept the role of Asset Representations Reviewer for each Series of Notes set forth hereto on
Annex A (which Annex shall periodically be updated from time to time to accommodate the issuance of new Series and the maturity
of existing Series, without the need for any amendment hereto, and which updated Annex shall be deemed to be a part of this Agreement
at all times), and Clayton (in its capacity as the Asset Representations Reviewer) hereby agrees to perform all the duties and
obligations of the Asset Representations Reviewer under this Agreement and the Indenture. The Asset Representations Reviewer may
not delegate or subcontract its obligations under this Agreement or the Indenture to any Person without the prior written consent
of BBD and the Issuer.


Section 3.                  
Confirmation of Status.


The ARR Review is
designed to perform Tests designed to determine whether or not Review Accounts and Review Receivables were in compliance with the
Eligible Representations. The ARR Review is not designed to determine any of the following: (i) reason for delinquency, (ii) creditworthiness
of the Obligor, either at the time of the ARR Review or as of the Account or Receivable creation date, (iii) overall quality of
any Account or Receivable, (iv) whether the Servicer has serviced any Account or Receivable in compliance with the Servicing Agreement,
(v) whether noncompliance with the representations or warranties constitutes a breach of the provisions Transaction Documents,
(vi) whether the Review Accounts or Review Receivables were in compliance with the representations and warranties (other than Eligible
Representations) set forth in the Transaction Documents, or (vii) to establish cause, materiality or recourse for any failed Test
as described herein.


Section 4.                  
Duties of the Asset Representations Reviewer.


(a) ARR Review.
In furtherance of its undertaking in Section 2 above, from and after the date hereof until the termination of this Agreement
pursuant to Section 12 the Asset Representations Reviewer agrees to undertake an ARR Review and perform the procedures set
forth in Exhibit A hereto (each a “Test”), using the Review Materials listed for each such Test in Exhibit
A, if the Noteholders vote for an ARR Review pursuant to the terms of the Indenture and upon receipt of notification from the
Servicer (a “Review Notice”). For each Test relating to each Review Receivable and each Review Account, the
Asset Representations Reviewer will determine if the Test has been satisfied (a “Test Pass”) or if the Test
has not been satisfied (a “Test Fail”).


The Asset Representations
Reviewer will complete the Tests for each of the Review Accounts and Review Receivables within 60 days of receiving access to the
Review Materials under Section 7.


The Asset Representations
Reviewer will only be required to perform the Tests listed in Exhibit A, and will have no obligation to perform additional
procedures on any Review Account or Review Receivable or to provide any information other than a Review Report described in this
Section 4.


Following the delivery
of the list of the Review Receivables and Review Accounts, and before the delivery of the Review Report by the Asset Representations
Reviewer, the Servicer may notify the Asset Representations Reviewer if a Review Receivable is no longer part of the Collateral.
On receipt of notice, the Asset Representations Reviewer will immediately terminate all Tests of such Review Receivable and related
Review Account, and the review of such Review Receivable and related Review Account will be considered complete (a “Test
Complete”). Moreover, if any Review Receivable or Review Account was included in a prior ARR Review, the Asset Representations
Reviewer will not perform any Tests on it, but will include the results of the previous Tests in the Review Report for the




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current ARR Review.


(b) Review Reports.
Within five days of completing the ARR Review, the Asset Representations Reviewer will deliver to the Servicer and the Indenture
Trustee a Review Report indicating for each Review Receivable and each Review Account whether there was a Test Pass or a Test Fail
for each Test, or whether the Review Receivable or Review Account was a Test Complete and the related reason. The Review Report
will contain a summary of the ARR Review results to be included in the Issuer’s Form 10-D report for the Monthly Period in
which the Review Report is received. The Asset Representations Reviewer will use best efforts to ensure that the Review Report
does not contain any PII. The Review Report and all other Work Product related to an ARR Review will be owned by BBD and treated
as work made for hire (as that phrase is defined in the U.S. Copyright Act of 1976), and BBD is permitted to distribute any Review
Report as it deems necessary.


(c) Limitations
of the ARR Review. The Asset Representations Reviewer will have no obligation to:


(i)determine
whether a Delinquency Trigger Event has occurred or whether the required percentage of Noteholders has voted to direct an ARR Review
under the Indenture, and is entitled to rely on the information in any Review Notice delivered by the Servicer;


(ii)determine
which accounts and receivables are subject to an ARR Review, and is entitled to rely on the lists of Review Accounts and Review
Receivables provided by the Servicer;


(iii)obtain
or confirm the validity of the Review Materials and no liability for any errors contained in the Review Materials and will be entitled
to rely on the accuracy and completeness of the Review Materials;


(iv)obtain
missing or insufficient Review Materials from any party or any other source; or


(v) take
any action or cause any other party to take any action under any of the Transaction Documents or otherwise to enforce any remedies
against any Person for breaches of representations or warranties about the Review Accounts and Review Receivables.


Section 5.                  
Asset Representations Reviewer Fees.


(a) Upfront and
Annual Fee. BBD will pay the Asset Representations Reviewer, as compensation for agreeing to act as the Asset Representations
Reviewer under this Agreement, a one-time upfront fee and annually in arrears thereafter, an annual fee, in each case at such times
and in such amounts as is set forth in a fee letter, dated as of the date hereof, by and between BBD and the Asset Representations
Reviewer (the “Fee Letter”).


(b) Review Fee.
The Asset Representations Reviewer will be entitled to a fee for each ARR Review, as set forth in and pursuant to the Fee Letter
(the “Review Fee”).


(c) Reimbursement
of Expenses. If the Servicer provides access to the Review Materials at one of its properties, BBD will reimburse the Asset
Representations Reviewer for its reasonable travel expenses incurred in connection with the ARR Review upon receipt of a detailed
invoice.


                  





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Section 6.        Consultation
Requirements. 


(a) Servicer Representatives.
The Servicer shall consult with the Asset Representations Reviewer as may be necessary from time to time for the Asset Representations
Reviewer to perform or carry out its obligations hereunder and under the Indenture, including responding to requests and answering
questions from the Asset Representations Reviewer about access to Review Materials, obtaining missing or insufficient Review Materials
and/or providing clarification of any Review Materials or Tests.


(b) Asset Representations
Reviewer Representatives. The Asset Representations Reviewer will designate one or more representatives who will be available
to BBD during the performance of an ARR Review and for a period of two years after the delivery of the Review Report to respond
to any request and answer any questions. If BBD delivers notice to the Asset Representations Reviewer that any representative is
unacceptable, with reasonable cause, then the Asset Representations Reviewer shall remove such representative and provide a replacement
acceptable to BBD with suitable experience, ability and qualification.


(c) Audit.
The Asset Representations Reviewer agrees that, with reasonable prior notice, and not more than once annually unless reasonable
circumstances arise that necessitate additional audits, it will permit authorized representatives of BBD, during the Asset Representations
Reviewer’s normal business hours, to examine and review the books of account, records, reports and other documents and materials
of the Asset Representations Reviewer for the purpose of confirming that the Asset Representations Reviewer is meeting all applicable
information privacy and security requirements and all requirements under any applicable law, and is in compliance with this Agreement.
In addition, the Asset Representations Reviewer will permit BBD’s representatives to make copies and extracts of any of those
documents and to discuss them with the Asset Representations Reviewer’s officers and employees. BBD will cause its authorized
representatives to hold in confidence the information obtained during the course of any such audit, except if disclosure is required
by law or if BBD reasonably determines that it is required to make the disclosure under this Agreement or the other Transaction
Documents.


Section 7.                  
Review Materials.


(a) Provisions
of Review Materials. The Servicer agrees to provide to the Asset Representations Reviewer, subject to the confidentiality provisions
set forth in Section 13, reasonable access to the Review Materials within 60 days of delivery of the Review Notice to the
Asset Representations Reviewer. Access may be provided in one or more of the following ways: (i) by providing access to the Servicer’s
receivables systems, either remotely or at one of the properties of the Servicer, (ii) by electronic posting to a password-protected
website to which the Asset Representations Reviewer has access, (iii) by providing originals or photocopies at one of the properties
of the Servicer where the applicable files are located or (iv) in another manner agreed to by the Servicer and the Asset Representations
Reviewer. The Servicer may redact or remove Personally Identifiable Information from the Review Materials, so long as such redaction
or removal does not change the meaning or usefulness of the Review Materials.


(b) Missing or
Insufficient Review Materials. If any of the Review Materials are missing or insufficient for the Asset Representations Reviewer
to perform any Test, the Asset Representations Reviewer will notify the Servicer promptly, and in any event no less than 30 days
before completing the Review Report, and the Servicer, to the extent it is able to do so, will have 15 days to give the Asset Representations
Reviewer access to such missing Review Materials or other documents or information to correct the insufficiency. If the missing
or insufficient Review Materials have not been provided by the Servicer within 15 days, the parties agree that the Review Receivable
or Review Account, as applicable,




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will have a “Test Incomplete”
for the related Test(s) and the Review Report will indicate the reason for the Test Incomplete.


Section 8.                  
Representations, Warranties and Covenants. The Asset Representations Reviewer hereby makes the following representations,
warranties and covenants as of the date hereof:


(a)               
Organization and Good Standing. It is a limited liability company duly organized, validly existing and in good standing
under the laws of the state of Delaware.


(b)               
Due Qualification. It is duly qualified to do business and, where necessary, is in good standing as a foreign limited
liability company (or is exempt from such requirements), except where the failure to so qualify or obtain such approvals would
not have a material adverse effect on its ability to perform its obligations under this Agreement and the Indenture.


(c)               
Power and Authority and Enforceability. The Asset Representations Reviewer has the power and authority to execute,
deliver and perform its obligations under this Agreement and the Indenture, as applicable. The Asset Representations Reviewer has
authorized the execution, delivery and performance of this Agreement.


(d)               
No Conflict. Its execution and delivery of this Agreement, its performance of the transactions contemplated by this
Agreement and the Indenture, and the fulfillment of the terms hereof or thereof applicable to it will not conflict with, result
in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a
material default under, any material indenture, contract, agreement or other instrument to which it is a party, and it shall promptly
advise BBD of any development, event or circumstance that will or may have an adverse impact on its ability to perform its duties
and obligations under this Agreement or the Indenture.


(e)               
No Violation. Its execution and delivery of this Agreement, its performance of the transactions contemplated by this
Agreement and the Indenture, and its fulfillment of the terms hereof and thereof applicable to it will not conflict with or violate
any material law applicable to it.


(f)                
No Proceedings. There are no proceedings pending or, to the best of its knowledge, threatened or investigations pending
or threatened against it before or by any governmental authority (i) asserting the invalidity of this Agreement, (ii) seeking to
prevent the consummation of any of the transactions contemplated by this Agreement, (iii) seeking any determination or ruling that,
in its reasonable judgment, would materially and adversely affect its performance of its obligations under this Agreement or the
Indenture, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability
of this Agreement.


(g)               
All Consents Required. All material authorizations, consents, orders, approvals or other actions of any governmental
authority required to be obtained or effected by it in connection with its execution and delivery of this Agreement, its performance
of the transactions contemplated by this Agreement and the Indenture and the fulfillment of the terms hereof and thereof applicable
to it have been duly obtained or effected and are in full force and effect.


(h)               
Enforceability. This Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance
with the terms hereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereinafter in effect affecting the enforcement of creditors’ rights and except as such




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enforceability may be limited by
general principles of equity (whether considered in a proceeding at law or in equity).


(i)                 
Safeguards. It has, and will continue to have, adequate administrative, technical, and physical safeguards designed
to: (i) ensure the security and confidentiality of all Confidential Information (as defined below), (ii) protect against any anticipated
threats or hazards to the security or integrity of Confidential Information and (iii) protect against unauthorized acquisition
of, access to or use of Confidential Information that could result in a “breach” as that terms defined und applicable
privacy laws, or substantial harm to BBD, any employee or customer of BBD, or any individual about whom BBD has or collects financial
and other information.


(j)                 
Eligibility. It will notify BBD promptly if it no longer meets the ARR Eligibility Requirements.


(k)               
Review Systems; Personnel. It will maintain business process management and/or other systems necessary to ensure
that it can perform each Test and, on execution of this Agreement, will load each Test into the appropriate systems. The Asset
Representations Reviewer will ensure that these systems allow for each Review Receivable, Review Account and the related Review
Materials to be individually tracked and stored in accordance with Good Industry Practice. The Asset Representations Reviewer will
maintain adequate staff that is properly trained to conduct ARR Reviews as required by this Agreement and the Indenture.


(l)                 
Maintenance of Review Materials. Subject to all confidentiality provisions contained herein, it will maintain copies
of any Review Materials, Review Reports and other documents relating to an ARR Review, including internal correspondence and work
papers, for a period of two years after the termination of this Agreement. After such two year period, the Asset Representations
Reviewer shall (at BBD’s option) either (i) promptly return to BBD all such information in its possession or (ii) destroy
or erase permanently all such information and confirm in writing to BBD that it has done so.


(m)             
Work Product. BBD will receive title to all Work Product free and clear of all mortgages, liens, pledges, custodianships,
security interest or other encumbrances, restrictions, claims or charges of any kind.


(n)               
Control Requirements. It will comply with all BBD policies, including but not limited to, data security and data
protection policies, provided to and acknowledged and accepted in writing by it in connection with performing its duties under
this Agreement and the Indenture. It shall also adhere to reasonable quality assurance procedures to ensure that the performance
of the ARR Reviews have been delivered in accordance with Good Industry Practice.


(o)               
Opinion of Counsel. On the date hereof and promptly upon any request from BBD or the Issuer, as applicable, it shall
provide an opinion of counsel, which may be an opinion of in-house counsel, addressed to BBD, the Issuer and any other party reasonably
requested by BBD or the Issuer, as applicable, to the effect that: (i) Clayton is validly existing and in good standing as a limited
liability company under the laws of the State of Delaware and has the power and authority to transact the business in which it
is now engaged and to enter into and to perform all of its obligations under this Agreement; (ii) the execution, delivery and performance
by Clayton of this Agreement and the consummation by Clayton of the services contemplated hereby have been duly authorized by all
necessary corporate action; (iii) this Agreement has been duly and validly executed and delivered by Clayton; and (iv) this Agreement
constitutes the valid




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and binding obligation of Clayton,
enforceable against Clayton in accordance with its terms.


On discovery by the
Asset Representations Reviewer or BBD of a breach of any of the representations, warranties or covenants contained herein, the
party discovering such breach will give prompt written notice to the other parties.


Section 9.                  
Indemnity by BBD.


BBD agrees to indemnify
and defend the Asset Representations Reviewer and any officers, directors and employees against any and all claims, losses, penalties,
fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees, and expenses (collectively, “Losses”)
that the Asset Representations Reviewer may sustain under this Agreement or the Indenture in connection with claims asserted at
any time by third parties against the Asset Representations Reviewer which result from any act taken by the Asset Representations
Reviewer (acting in good faith) under this Agreement or the Indenture, unless such Losses are the result of (a) the material breach
of this Agreement or the Indenture, as applicable, by the Asset Representations Reviewer, (b) the Asset Representations Reviewer’s
failure to comply with requirements of applicable federal, state and local laws and regulations, in performing its duties as the
Asset Representations Reviewer hereunder or the Indenture, as applicable, (c) the negligence, willful misconduct or bad faith of
the Asset Representations Reviewer, or (d) any material failure of the representations, warranties or covenants made by the Asset
Representations Reviewer hereunder or in connection herewith to be true and correct.


Promptly on receipt
by the Asset Representations Reviewer of notice of a proceeding against it, the Asset Representations Reviewer will notify BBD.
BBD may participate in and assume the defense and settlement of a proceeding at its expense. If BBD notifies the Asset Representations
Reviewer of its intention to assume the defense of the proceeding with counsel reasonably satisfactory to the Asset Representations
Reviewer, and so long as BBD assumes the defense of the proceeding in a manner reasonably satisfactory to the Asset Representations
Reviewer, BBD will not be liable for legal expenses of counsel to the Asset Representations Reviewer unless there is a conflict
between the interests of BBD and the Asset Representations Reviewer. If there is a conflict, BBD will pay for the reasonable fees
and expenses of separate counsel to the Asset Representations Reviewer. No settlement of a proceeding may be made without the approval
of BBD and the Asset Representations Reviewer, which approval will not be unreasonably withheld.


Section 10.               
Indemnity by Asset Representations Reviewer.


The Asset
Representations Reviewer shall indemnify, defend and hold harmless BBD, the Issuer and the Indenture Trustee, and their
respective officers, directors, agents and employees from and against any Losses to the extent that such Losses arose out of,
or were imposed upon BBD, the Issuer or the Indenture Trustee through (i) the negligence, willful misconduct or bad
faith of the Asset Representations Reviewer in the performance of its duties under this Agreement or the Indenture, (ii) or
by reason of the Asset Representations Reviewer’s material breach of any of its representations, warranties or
covenants in this Agreement or (iii) failure by the ARR to comply with applicable law or an applicable BBD policy to which
the Asset Representations Reviewer acknowledged and accepted in writing. The Asset Representations Reviewer’s
obligations under this Section will survive the termination of this Agreement and the resignation or removal of Clayton as
the Asset Representations Reviewer.


Section
11.               
Limitation of Liability.


The Asset Representations
Reviewer will not be liable to any Person for any action taken,




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or not taken, in good faith under this
Agreement or for errors in judgment; however, the Asset Representations Reviewer will be liable for its willful misconduct, bad
faith or negligence in performing its obligations under this Agreement and the Indenture. In no event will any party hereto be
liable for special, indirect or consequential loss or damage (including loss of profit).


Section 12.               
Removal and Resignation of Asset Representations Reviewer; Termination of Agreement.


(a) Successor
Asset Representations Reviewer. If the Asset Representations Reviewer resigns or is removed pursuant to the terms of this Agreement,
BBD will engage and the Issuer will appoint a successor Asset Representations Reviewer. No removal or resignation of the Asset
Representations Reviewer will become effective until the acceptance and appointment of a successor Asset Representations Reviewer.
The successor Asset Representations Reviewer so engaged and appointed will, upon its acceptance of such appointment, become the
Asset Representations Reviewer.


(b) Removal of
Asset Representations Reviewer. Subject to the terms of this Agreement, BBD may, by giving written notice to the Asset Representations
Reviewer, terminate all of the rights and obligations of the Asset Representations Reviewer under this Agreement, upon the occurrence
of any of the following conditions:


(i)Failure
on the part of the Asset Representations Reviewer to duly observe or perform any covenant or agreement of the Asset Representations
Reviewer set forth in this Agreement or the Indenture, which failure continues un-remedied for a period of thirty (30) calendar
days after the date on which an officer of the Asset Representations Reviewer had actual knowledge of such failure or on which
written notice of such failure, requiring the same to be remedied, shall have been given to the Asset Representations Review by
BBD;


(ii)(A)
the commencement of an involuntary case in respect of the Asset Representations Reviewer under the federal bankruptcy laws, as
now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case
is not dismissed within sixty (60) calendar days, or (B) the entry of a decree or order for relief by a court or regulatory authority
having jurisdiction in respect of the Asset Representations Reviewer in an involuntary case under the federal bankruptcy laws,
as now or hereafter in effect, or another present or future, federal or state, bankruptcy, insolvency or similar law, or upon the
appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Asset Representations
Reviewer or of any substantial part of its properties or upon the ordering of the winding up or liquidation of the affairs of the
Asset Representations Reviewer;


(iii)The
commencement by the Asset Representations Reviewer of a voluntary case under the federal bankruptcy laws, as now or hereafter in
effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Asset Representations
Reviewer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Asset Representations Reviewer or of any substantial part of its property or the making by the Asset Representations
Reviewer of an assignment for the benefit of creditors or the failure by the Asset Representations Reviewer generally to pay its
debts as such debts become due or the taking of corporate action by the Asset Representations Reviewer in furtherance of any of
the foregoing;




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(iv)The
Asset Representations Reviewer no longer meets the ARR Eligibility Requirements; or


(v)Subject
to the final paragraph of Section 12(d) below, there is a direct or indirect change in Control of the Asset Representations
Reviewer or any parent company of the Asset Representations Reviewer.


BBD may also, without
cause, but upon 30 days advance written notice to the Asset Representations Reviewer, terminate all of the rights and obligations
of the Asset Representations Reviewer under this Agreement; provided that any such termination without cause shall not be effective
until the Asset Representations Reviewer has completed and timely delivered all Review Reports for any then in-progress ARR Review.


(c) Transfer of
Responsibilities. On or after the receipt by the Asset Representations Reviewer of written notice of termination in connection
with any occurrence described in clause 12(b) above (the “Termination Notice Date”), the Asset Representations
Reviewer agrees to work diligently and in good faith with BBD in effecting the transfer of the responsibilities and rights of the
Asset Representations Reviewer under this Agreement and the Indenture to a successor Asset Representations Reviewer. If an instrument
of acceptance by a successor Asset Representations Reviewer shall not have been entered into and delivered to BBD within thirty
(30) calendar days of the Termination Notice Date, BBD may petition a court of competent jurisdiction for the appointment of a
successor Asset Representations Reviewer. Subject to any amounts owed under Section 9 or Section 10, respectively,
any and all expenses related to the removal or resignation of Clayton as the Asset Representations Reviewer and the appointment
of a successor Asset Representations Reviewer shall be several and not joint and each party hereto working together in good faith
shall be responsible for any and all costs such party incurs that arises directly or indirectly out of such resignation, removal
and transition to a successor Asset Representations Reviewer, and no party hereto shall look to any other party hereto for purposes
of paying or reimbursing such costs or expenses, unless such costs or expenses are directly related to a specific request made
by one party to the other and the party satisfying the requests provides adequate prior notice to the party making the requests
that in order to fulfill such request reasonable payment or reimbursement will be required. Upon the acceptance and appointment
of a successor Asset Representations Reviewer, all authority, power, obligations and responsibilities of Clayton as the Asset Representations
Reviewer under this Agreement and the Indenture shall, unless otherwise expressly stated herein, be terminated.


(d) Resignation
of Asset Representations Reviewer. The Asset Representations Reviewer may not resign as Asset Representations Reviewer, except:


(i)upon determination
that (A) the performance of its obligations under this Agreement is no longer permitted under applicable law and (B) there is no
reasonable action that it could take to make the performance of its obligations under this Agreement permitted under applicable
law;


(ii)with
the consent of BBD; or


(iii)in the
event of non-receipt of payment, as described in this Section 12(d).


The Asset Representations
Reviewer will give BBD sixty (60) days’ prior written notice of its resignation. Any determination permitting the resignation
of the Asset Representations Reviewer under subsection (i) above must be evidenced by an Opinion of Counsel delivered to BBD, the
Servicer and the Indenture Trustee. After the delivery by the Asset Representations Reviewer of written notice of resignation,
the Asset Representations Reviewer agrees to work diligently and in good faith with BBD in




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effecting the transfer of the responsibilities
and rights of the Asset Representations Reviewer under this Agreement and the Indenture to a successor Asset Representations Reviewer.
No resignation of the Asset Representations Reviewer will become effective until a successor Asset Representations Reviewer is
in place.


Subject to the terms
of this Agreement, the Asset Representations Reviewer may resign and terminate this Agreement if it does not receive any payment
required to be made in connection with an undisputed invoice under the terms of this Agreement, which failure continues un-remedied
for a period of thirty (30) days after written notice of such failure shall have been given to BBD (with a copy of such notice
to the Indenture Trustee) (the “Cure Period”). If an instrument of acceptance by a successor Asset Representations
Reviewer shall not have been entered into and delivered to BBD within thirty (30) days after the end of the Cure Period, then the
resigning Asset Representations Reviewer may petition a court of competent jurisdiction for the appointment of a successor Asset
Representations Reviewer.


Any Person (i) into
which the Asset Representations Reviewer is merged or consolidated, (ii) resulting from any merger or consolidation to which the
Asset Representations Reviewer is a party or (iii) succeeding to the business of the Asset Representations Reviewer, if that Person
meets the ARR Eligibility Requirements, will be the successor to the Asset Representations Reviewer under this Agreement. Such
Person will execute and deliver to BBD an agreement to assume the Asset Representations Reviewer’s obligations under this
Agreement (unless the assumption happens by operation of law).


(e) Survival.
This Agreement and the respective obligations and responsibilities of the parties hereto hereunder shall (unless otherwise expressly
stated herein) terminate, on the date on which the Issuer is terminated in accordance with Article IX of the Trust Agreement.


Section 13.               
Confidential Information.


The Asset Representations
Reviewer will preserve the confidentiality of any non-public information obtained by it in connection with its performance of its
responsibilities hereunder and the Indenture, including but not limited to (i) personal or financial information regarding BBD’s
former, current or prospective clients, customers or employees, (ii) business or technical processes, formulae, source codes, object
code, product designs, sales, cost and other un-published financial information, customer information, product and business plans,
projections, marketing data or strategies, trade secrets, intellectual property rights, know-how, plans, projections, marketing
data or strategies, trade secrets, intellectual property rights, know-how, expertise, methods and procedures for operation, information
about employees customer names, business or technical proposals, and (iii) any other information which is or should reasonably
be understood to be confidential or proprietary (“Confidential Information”), in all cases whether tangible
or intangible and regardless of the medium in which it is stored or presented and all copies of such information, as well as all
memoranda, notes, summaries, analyses, computer records, and other material that contain or reflect Confidential Information; and
will implement and maintain safeguards to further assure the confidentiality of the Confidential Information. The Confidential
Information will not, without the prior written consent of BBD be disclosed or used by the Asset Representations Reviewer, or its
officers, directors, employees, agents, representatives or affiliates, including legal counsel or accountants, provided,
however, that nothing herein shall prevent the Asset Representations Reviewer from disclosing such Confidential Information
(i) to the Asset Representations Reviewer’s managers, officers, members, employees, agents and professional consultants in
connection with the Asset Representations Reviewer’s obligations under this Agreement and the Indenture, (ii) to any federal
or state regulatory agency or governmental authority to which such disclosure is required (A) to effect compliance with any law,
rule, regulation or order applicable to the Asset Representations Reviewer or (B) in response to any subpoena or legal process,
or (iii) to the extent such Confidential




    		11	



     

    

Information becomes public through no
act or fault of the Asset Representations Reviewer. In the case of any disclosure permitted by clause (ii) of the proviso, the
Asset Representations Reviewer, if permitted by law, regulation, rule or order, will use its best efforts to provide BBD with notice
of the requirements and will cooperate in BBD’s pursuit of a proper protective order or other relief for the disclosure of
the Confidential Information, and if BBD is unable to obtain a protective order or other proper remedy by the date that the information
is required to be disclosed, the Asset Representations Reviewer will disclose only that part of the Confidential Information that
it is advised by its legal counsel it is legally required to disclose. This Section 13 shall survive the termination of
this Agreement or the removal or resignation of the Asset Representations Reviewer and the Asset Representations Reviewer will
be responsible for any breach of this Section. If any action is initiated by BBD to enforce this Section, the prevailing party
will be entitled to reimbursement of costs and expenses, including reasonable attorney’s fees, incurred by it for the enforcement.


Section 14.               
Personally Identifiable Information.


“Personally
Identifiable Information” or “PII” means information in any format about an identifiable individual, including,
name, address, phone number, e-mail address, account number(s), identification number(s), any other actual or assigned attribute
associated with or identifiable to an individual and any information that when used separately or in combination with other information
could identify an individual.


BBD does not grant
the Asset Representations Reviewer any rights to PII except as expressly provided in this Agreement. The Asset Representations
Reviewer will use PII only to perform its obligations under this Agreement or as specifically directed in writing by BBD and will
only reproduce PII to the extent necessary for these purposes. The Asset Representations Reviewer must comply with all laws applicable
to PII and the Asset Representations Reviewer’s business, including any legally required codes of conduct, including those
relating to privacy, security and data protection. The Asset Representations Reviewer will protect and secure PII. The Asset Representations
Reviewer will implement privacy or data protection policies and procedures that comply with applicable law and in accordance with
Good Industry Practice. The Asset Representations Reviewer will implement and maintain reasonable and appropriate practices, procedures
and systems, including administrative, technical and physical safeguards designed to (i) protect the security, confidentiality
and integrity of PII, (ii) ensure against anticipated threats or hazards to the security or integrity of PII, (iii) protect against
unauthorized access to or use of PII and (iv) otherwise comply with its obligations under this Agreement. These safeguards include
a written data security plan, employee training, information access controls, restricted disclosures, systems protections (e.g.,
intrusion protection, data storage protection and data transmission protection) and physical security measures.


In addition to the
use and protection requirements described above, the Asset Representations Reviewer’s disclosure of PII is also subject to
the following requirements:


(i)The
Asset Representations Reviewer will not disclose PII to its personnel or allow its personnel access to PII except (A) for the Asset
Representations Reviewer personnel who require PII to perform an ARR Review, (B) with the prior consent of BBD or (C) as required
by applicable law. When permitted, the disclosure of or access to PII will be limited to the specific information necessary for
the individual to complete the assigned task. The Asset Representations Reviewer will inform personnel with access to PII of the
confidentiality requirements in this Agreement and train its personnel with access to PII on the proper use and protection of PII.




    		12	



     

    

(ii)The
Asset Representations Reviewer will not sell, disclose, provide or exchange PII with or to any third party without the prior consent
of BBD.


The Asset Representations
Reviewer will notify BBD promptly in the event of an actual or reasonably suspected security breach, unauthorized access, misappropriation
or other compromise of the security, confidentiality or integrity of PII and, where applicable, immediately take action to prevent
any further breach.


Except where return
or disposal is prohibited by applicable law, promptly on the earlier of the completion of the ARR Review or the request of BBD,
all PII in any medium in the Asset Representations Reviewer’s possession or under its control will be (i) destroyed in a
manner that prevents its recovery or restoration or (ii) if so directed by BBD, returned to BBD without the Asset Representations
Reviewer retaining any actual or recoverable copies, in both cases, without charge to BBD.


The Asset Representations
Reviewer will cooperate with and provide information to BBD regarding the Asset Representations Reviewer’s compliance with
this Section. The Asset Representations Reviewer and BBD agree to modify this Section as necessary from time to time for either
party to comply with applicable law.


The Asset Representations
Reviewer will permit BBD and its authorized representatives to audit the Asset Representations Reviewer’s compliance with
this Section during the Asset Representations Reviewer’s normal business hours on reasonable advance notice to the Asset
Representations Reviewer, but not more than once annually unless reasonable circumstances arise that necessitate additional audits.
The Asset Representations Reviewer will also permit BBD during normal business hours on reasonable advance written notice to audit
any service providers used by the Asset Representations Reviewer to fulfill the Asset Representations Reviewer’s obligations
under this Agreement.


If the Asset Representations
Reviewer processes the PII of BBD’s Affiliates or a third party when performing an ARR Review, and if such Affiliate or third
party is identified to the Asset Representations Reviewer, such Affiliate or third party is an intended third-party beneficiary
of this Section, and this Agreement is intended to benefit the Affiliate or third party. The Affiliate or third party will be entitled
to enforce the PII related terms of this Section against the Asset Representations Reviewer as if each were a signatory to this
Agreement.


Section 15.               
Counterparts.


This Agreement may
be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts
shall constitute one and the same instrument. The parties agree that this Agreement and signature pages may be transmitted between
them by facsimile or by electronic mail and that faxed and PDF signatures may constitute original signatures and that a faxed or
PDF signature page containing the signature (faxed, PDF or original) is binding upon the parties.


Section 16.               
GOVERNING LAW; Consent to Jurisdiction; Waiver of Jury Trial.


THIS AGREEMENT
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 OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES




    		13	



     

    

HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.


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
Agreement or to any matter arising out of or relating to this Agreement; 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. Each
party hereto submits and consents in advance to such jurisdiction in any action or suit 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 as determined in accordance with Section 18, and that service so made shall be deemed completed upon
the earlier of such party’s actual receipt thereof or three days after deposit in the United States mail, proper postage
prepaid. Nothing in this Section 16 shall affect the right of any party hereto to serve legal process in any other
manner permitted by law.


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 relationship established among them in connection with this Agreement or the transactions contemplated hereby.


Section 17.               
Waiver.


No waiver, amendment
or modification of this Agreement shall be effective unless it is in writing signed by the parties hereto.


Section 18.               
Notices.


All notices, demands,
instructions and other communications required or permitted under this Agreement must be in writing and will be deemed to have
been duly given upon delivery or, in the case of a letter mailed by registered first class mail, postage prepaid, three days after
deposit in the mail. Unless otherwise specified in a notice sent in accordance with the provisions of this section, notices, demands,
instructions and other communications in writing will be given to the respective parties at their respective addresses listed on
the signature page to this Agreement.


Section 19.               
Further Assurances.


BBD and Asset Representations
Reviewer agree to do and perform, from time to time, any and all acts and to execute any and all further instruments required or
reasonably requested by the other parties hereto in order to effect more fully the purposes of this Agreement.


Section 20.               
Assignment.


Except as otherwise
provided herein, this Agreement may not be assigned by any party hereto without the prior written consent of the remaining parties
hereto.


               





    		14	



     

    

Section 21.               
Dispute
Resolution. 


If an Account or
Receivable that was reviewed by the Asset Representations Reviewer is the subject of a dispute resolution proceeding under the
Indenture, the Asset Representations Reviewer will participate in the dispute resolution proceeding on the request of BBD. The
reasonable out-of-pocket expenses of the Asset Representations Reviewer together with reasonable compensation for the time it incurs
in connection with its participation in any dispute resolution proceeding will be paid: (i) if the requesting party selects mediation
as the resolution method, as mutually agreed upon by the repurchase party and the requesting party as part of the mediation, and
(ii) if the requesting party selects arbitration as the resolution method, in accordance with the final determination of the arbitrator.


Section 22.               
No Petition.


Each of the parties,
by entering into this Agreement agrees that, before the date that is one year and one day (or, if longer, any applicable preference
period) after the termination of this Agreement, it will not start or pursue against, or join any other Person in starting or pursuing
against, the Transferor or the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other
proceedings under any bankruptcy or similar law. This Section will survive the termination of this Agreement.


Section 23.               
Amendments.


This Agreement may
be amended from time to time by written instrument signed by each of the parties hereto.


Section 24.               
Limitation on Liability.


It is expressly understood
and agreed by the parties hereto that (i) this Agreement is executed and delivered by Wilmington Trust, National Association not
individually or personally but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and
vested in it under the Second Amended and Restated Trust Agreement of the Issuer, dated as of June 8, 2012, as amended and restated
as of August 1, 2012 and as further 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 Barclays Dryrock Funding LLC and Wilmington Trust, National Association, (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 Wilmington Trust, National Association but is made and intended for the purpose of binding only the
Issuer and (iii) under no circumstances will Wilmington Trust, National Association 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 Agreement or any related documents


Section 25.               
Third-Party Beneficiary. This Agreement is for the benefit of and will be binding on the parties to this Agreement
and their permitted successors and assigns. The Indenture Trustee, for the benefit of the Noteholders, is a third party beneficiary
of this Agreement and shall be entitled to enforce this Agreement as if it were a party hereto. No other person will have any right
or obligation under this Agreement, except as provided in Section 14.


[Signature page
follows]




    		15	



     

    

IN WITNESS WHEREOF,
each of the parties has duly executed this Asset Representations Reviewer Agreement as of the date first written above.


	BARCLAYS BANK DELAWARE	CLAYTON FIXED INCOME SERVICES LLC
	 	 
	 	 
	By: /s/ Mike Stern                            	By: /s/ Robert Harris                         
	       Name:
Mike Stern                    	       Name:
Robert Harris                  
	       Title:   BBDE,
CFO                 	       Title:   Secretary                        
	 	 
	Address:	Address:
	
        Barclays Bank Delaware
	
        Clayton Fixed Income Services LLC

	
        125 South West Street
	
        1700 Lincoln Street, Suite 2600

	
        Wilmington, DE 19801
	
        Denver, CO 80203

	
        Attention: Lawrence Drexler
	
        Attention:Jennifer Harrison

	
        Telephone: (302) 255-8070
	
        Telephone:720-947-6911

	
        E-mail: ldrexler@barclaycardus.com
	
        E-mail:jharrison@clayton.com

	 	 
	 	 
	BARCLAYS DRYROCK ISSUANCE TRUST	 
	 	 
	
        By: Wilmington Trust, National Association,

        not in its individual capacity but solely as Owner Trustee
	 
	 	 
	By: /s/ Jeanne M. Oller                 	 
	       Name:
Jeanne M. Oller          	 
	       Title:   Vice
President             	 
	 	 
	Address:	 
	
        Wilmington Trust, National Association
	 
	
        Rodney Square North
	 
	
        1100 North Market St.
	 
	
        Wilmington, DE 19890
	 
	
        Attention: Corporate Trust Administration
	 
	
        Telephone: (312) 651-1000
	 
	
        E-mail: PEvans@wilmingtontrust.com
	 


 





[Signature Page to Asset Representations Reviewer
Agreement]









    	 



    	 



    

Exhibit A


Eligible Representations, Review Materials
and Tests


	Eligible Representations	Review Materials	Tests
	1.       The Eligible Receivable arises in an Eligible Account.	Asset Selection Report*	
        i)Confirm the Account is Eligible based on performance
        of AUPs for the Eligible Account representations above.

        ii)If confirmed, then Test Pass. 









	2.       Which was created in compliance in all material respects with all Requirements of Law applicable to the Seller/BBD and pursuant to an Account Agreement that complies in all material respects with all Requirements of Law applicable to the Seller/BBD, in either case, the failure to comply with which would have a material adverse effect on Dryrock Funding (or Adverse Effect as defined in the Indenture).	
        Policy documents covering applicable laws and regulations

        Regulatory Change Process Document, designed to track and
        monitor changes to existing laws and regulations and the enactment of new laws and regulations applicable to the Account Owner
        and an Account Agreement

        Audit Testing Plan, as followed by the Barclays Bank Delaware
        internal teams, including the Monitoring & Testing team, the Internal Controls Assurance team, and any other team designated
        by the management of Barclays Bank Delaware from time to time, as applicable, at the time of the ARR Review)

        Audit Reports published by the aforementioned internal compliance
        teams analyzing the efficacy of the Audit Testing Plan
	
        i)The Eligible Receivable was created, in all material
        respects, in compliance with all Requirements of Law applicable to the applicable Account Owner.

        a.Confirm policy documents for the origination of accounts
        and receivables exist and were updated as required by the Regulatory Change Process from the later of (i) the date on which the
        first Series of Notes was issued under the Barclays Dryrock Funding LLC form SF-3, effective as of November 17, 2015, or (ii) the
        date on which a Series of Notes, which at the time of any such determination is the longest outstanding Series of Notes, was issued
        under the Barclays Dryrock Funding LLC form SF-3through the ARR Review Notice Date.

        b.Confirm the Regulatory Change Process Document exists
        and is available from the later of (i) the date on which the first Series of Notes was issued under the Barclays Dryrock Funding
        LLC form SF-3, effective as of November 17, 2015, or (ii) the date on which a Series of Notes, which at the time of any such determination
        is the longest outstanding Series of Notes, was issued under the Barclays Dryrock Funding LLC form SF-3MONTHS PRIOR TO THE ARR
        REVIEW NOTICE DATE] through the ARR Review Notice Date.

        c.Review the Audit Testing Plans covering existing laws
        and regulations and the enactment of new laws and regulations applicable to the Account Owner and an Account Agreement from the
        later of (i) the date on which the first Series of Notes was issued under the Barclays Dryrock Funding LLC form SF-3, effective
        as of November 17, 2015, or (ii) the date on which a Series of Notes, which at the time of any such determination is the longest
        outstanding Series of Notes, was issued under the Barclays Dryrock Funding LLC form SF-3 through the ARR Review Notice Date.

        d.Review Audit Reports covering the Annual Testing Plans.

        e.Conduct an interview with the appropriate Barclays
        bank Delaware employees regarding the remediation of any compliance issues identified in the Audit Reports.

        f.Confirm that the updated Policy Documents were cascaded
        to each relevant line of business and made available to any employee seeking the information.

        i.Confirm that all relevant policy documents are available
        on Barclays Bank Delaware’s intranet and are accessible by all employees.

         

        ii)The Account was created under a Credit Card Agreement
        that complies, in all material respects, with all Requirements of Law applicable to such Account Owner

        a.Review the Audit Reports above to determine if any
        compliance matters were identified with respect to the Account Agreements.

        b.Confirm by interviewing relevant Barclays Bank Delaware
        employees that remediation of the aforementioned compliance matters as appropriate was completed, including any notification to
        the Account Holders of revisions to the Account Agreements.

        iii)If all steps above are able to be completed, then
        Test Pass









	3.       With respect to which all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given in connection with the creation of such Receivable or the execution, delivery and performance by the Seller/BBD of its obligations under the Account Agreement pursuant to which such Receivable was created, have been duly obtained, effected or given and are in full force and effect.	
        Delaware Articles of Incorporation

        License from the State of Delaware
	
        i)Barclays Bank Delaware as the Seller has all consents,
        licenses, approvals and authorizations required

        a.Locate the documents listed above documents

        b.Conduct an interview with the appropriate Barclays
        Bank Delaware employee regarding the outcome of any recent audits or reviews conducted by a Governmental Authority and confirm
        that no Governmental Authority has taken any action against Barclays Bank Delaware that would prevent it from executing, delivering
        or performing its obligations under the Account Agreements subject to the Asset Selection Report, or that any such action has been
        resolved in a manner that would not prevent Barclays Bank Delaware from executing, delivering or performing its obligations under
        such Account Agreements.

        c.Review the documents above and confirm with Barclays
        Bank Delaware during the interview process that no evidence exists and that they are valid and have not been revoked.

        d.If the above tests are confirmed, then Test Pass.

	4.       As to which, immediately prior to the sale of such Receivable to Dryrock Funding, the Seller has good and marketable title thereto, free and clear of all Liens and immediately prior to the transfer of such Receivable to the Trust, the Transferor has good and marketable title thereto, free and clear of all Liens.	UCC Lien Search with the Secretary of State of Delaware	
        i)Each Review Receivable is conveyed by the Transferor
        to the Trustee

        a.Perform a UCC lien search for Barclays Bank Delaware
        and Barclays Dryrock Funding LLC for a period of five years prior to the start of the ARR

        b.Verify from the UCC lien search that no liens were
        filed against Barclays Dryrock Funding LLC or Barclays Bank Delaware disputing the marketable title of a Review Receivable immediately
        prior to the sale of such Review Receivable.

        c.If the above tests are confirmed, then Test Pass.









	5.       Which is the legal, valid and binding payment obligation of an Obligor thereon, enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity).	
        Policies and Procedures (P&Ps) documents

        Asset Selection Report

        Audit Testing Plan, as followed by the Barclays Bank Delaware
        internal teams, including the Monitoring & Testing team, the Internal Controls Assurance team, and any other team designated
        by the management of Barclays Bank Delaware from time to time, as applicable, at the time of the ARR Review)

        Audit Reports published by the aforementioned internal compliance
        teams analyzing the efficacy of the Audit Testing Plan
	
        i)The Review Receivable is a legal, valid and binding
        payment obligation

        a.Confirm P&Ps for the review and revision of contract
        terms existed no less than 36 months prior to the ARR Review start date..

        b.Review the P&Ps related to the Account Agreements
        applicable to the Review Receivables

        i.Confirm the procedures include the following:

        1.Process for providing obligor with changes of terms

        2.Process for documenting the notification was sent to
        the obligor and the terms that changed

        3.Process for confirming that, where appropriate, terms
        were not adjusted if the obligor was offered optional terms and followed the appropriate procedures to opt out of the changes.

        c.Review Audit Reports covering the Annual Testing Plans.

        d.Conduct an interview with the appropriate Barclays
        bank Delaware employees regarding the remediation of any compliance issues identified in the Audit Reports.

        i.

        e.Confirm the Account is Eligible based on performance
        of AUPs for the Eligible Account representations.

        f.Verify testing of representation (b) related to Compliance
        with Law resulted in a test pass

        ii)If the above tests are confirmed, then Test Pass.

	6.       As to which, at the time of the sale of such Receivable to Dryrock Funding, the Seller has satisfied all its obligations required to be satisfied under the Account Agreement by such time and at the time of transfer to the Trust, the Transferor has satisfied all its obligations required to be satisfied under the Account Agreement by such time.	Same as representation (b) above	
        i)The Seller satisfied all its obligations required under
        the Account Agreement

        a.Verify that testing of representation (b) related to
        Compliance with Law resulted in a Test Pass

        b.If the above tests are confirmed, then Test Pass

	7.       Which constitutes an “account” as defined in Article 9 of the UCC as then in effect in any jurisdiction where the filing of a financing statement is then required to perfect Dryrock Funding’s/Trust’s interest in such Receivable and the proceeds thereof.	 	
        ii)Verify that the receivable is a right to payment of
        a monetary obligation, whether or not earned by performance, arising out of the use of a credit or charge card or information contained
        on or for use with the card, as described under Article 9-102 of the Delaware UCC.

        a.Confirm all accounts were eligible accounts based on
        testing of the eligible account representations

        b.If the above tests are confirmed, then Test Pass

	8.       Is a credit card account in existence and maintained with the Seller/BBD.	Asset Selection Report	
        i)The account is a credit card account maintained by
        Barclays

        a.Verify the Accounts on the Account List are set forth
        in the Asset Selection Report.

        b.If confirmed, then Test Pass.









	9.       Is payable in Dollars.	Asset Selection Report	
        i)The receivables are payable in Dollars.

        a.Confirm that the currency indicator in the Asset Selection
        Report for each of the Accounts on the Account List is US Dollars.

        b.If confirmed, then Test Pass.

	10.   Has an Obligor who is not identified by the Seller/Servicer in its computer files as being involved in a proceeding under any Debtor Relief Law.	Asset Selection Report	
        i)The obligor is not in bankruptcy

        a.Confirm that the bankruptcy indicator in the Asset
        Selection Report for each of the Accounts on the Account List is “no”.

        b.If confirmed, then Test Pass.

	11.   Has an Obligor who has provided, as his or her most recent billing address, an address located in the United States or its territories or possessions or a United States military address.	Asset Selection Report	
        i)The obligor’s billing address is located in the
        United States or any of the following U.S. territories or possessions;

        a.Confirm that the Asset Selection Report indicates that
        the billing address for each of the Accounts on the Account List was located in the United States or its territories or possessions
        or a United States military address as of the applicable Selection Date.

        b.If confirmed, then Test Pass.

	12.   Has not been identified as an account with respect to which a related card has been lost or stolen.	Asset Selection Report	
        i)The related card for the account has not been lost
        or stolen

        a.Confirm that the Asset Selection Report does not flag
        any Account on the Account List as having been lost or stolen as of the applicable Selection Date.

        b.If confirmed, then Test Pass.









	13.   Has not been sold or in which a security interest has been granted by the Seller/BBD to any other party.	Asset Selection Report	
        i)Barclays controlled the security interest in the account

        a.Confirm that the Asset Selection Report evidences that
        Barclays Bank Delaware held the security interest of the Accounts on the Account List as of the applicable Selection Date.

        b.If confirmed, then Test Pass.

	14.   Does not have any receivables that have been sold or pledged by the Seller/BBD to any Person other than Dryrock Funding/Transferor.	Asset Selection Report	
        i)The receivables have not been sold

        a.Same as (13)

        b. If confirmed, then Test Pass

	15.   Does not have any receivables that are Defaulted Receivables or that have been identified by the Seller/Servicer as having been incurred as a result of the fraudulent use of a related credit card.	Asset Selection Report	
        i)The account is not in default or flagged for fraud.

        a.Confirm that the Asset Selection Report evidences that
        the receivables related to the Accounts listed on the Account List had not been (i) fully charged off or (ii) identified as having
        been incurred as a result of the fraudulent use of a related credit card as of the applicable Selection Date.

        b.If confirmed, then Test Pass.

	
        *General Procedures

        •BBD will prepare a list of all of the Accounts for which
        the Sixty Day Delinquent Assets relate (the “Account List”).

        •Using the Account List, BBD will then prepare an Asset
        Selection Report.

        •An “Asset Selection Report” shall mean a report
        which contains a compilation of all of the relevant data fields with respect to each Account set forth on the Account List, which
        BBD relied upon at the time of the applicable Account Addition in making its determination that on the applicable Section Date,
        each Account set forth on the Account List was an Eligible Account.

	 	 	 
	 	 	 




    	Ex. A-1







    	 



    

ANNEX A



 




	1.	Series 2014-1, issued pursuant to the Indenture Supplement, dated as of March 4, 2014, by and between
    the Issuer and the Indenture Trustee.
	2.	Series 2014-2, issued pursuant to the Indenture Supplement, dated as of May 28, 2014,
by and between the Issuer and the Indenture Trustee, and acknowledged and agreed to by Barclays Bank Delaware.
	3.	Series 2014-3, issued pursuant to the Indenture Supplement, dated as of September 18,
2014, by and between the Issuer and the Indenture Trustee, and acknowledged and agreed to by Barclays Bank Delaware.
	4.	Series 2014-4, issued pursuant to the Indenture Supplement, dated as of November 26,
2014, by and between the Issuer and the Indenture Trustee, and acknowledged and agreed to by Barclays Bank Delaware.
	5.	Series 2014-5, issued pursuant to the Indenture Supplement, dated as of November 26, 2014, by and between
the Issuer and the Indenture Trustee, and acknowledged and agreed to by Barclays Bank Delaware.
	6.	Series 2015-1, issued pursuant to the Indenture Supplement, dated as of March 12, 2015, by and between the
Issuer and the Indenture Trustee, and acknowledged and agreed to by Barclays Bank Delaware.
	7.	Series 2015-2, issued pursuant to the Indenture Supplement, dated as of June 10, 2015,
by and between the Issuer and the Indenture Trustee, and acknowledged and agreed to by Barclays Bank Delaware.
	8.	Series 2015-3, issued pursuant to the Indenture Supplement, dated as of November 4, 2015, by and between
the Issuer and the Indenture Trustee, and acknowledged and agreed to by Barclays Bank Delaware.
	9.	Series 2015-4, issued pursuant to the Indenture Supplement, dated as of November 4, 2015, by and between
the Issuer and the Indenture Trustee, and acknowledged and agreed to by Barclays Bank Delaware.



 


 


 


 


 


 


Annex. A