EXHIBIT 4.4


 


Execution Copy


 


	
         

        Barclays
        Dryrock Issuance Trust

        as Issuer

        and

        U.S. BANK NATIONAL ASSOCIATION

        as Indenture Trustee

        SERIES 2014-3 INDENTURE SUPPLEMENT

        dated as of September 18, 2014

        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	13
	Section 1.03.	Counterparts	14
	Section 1.04.	Ratification of Indenture	14


 


ARTICLE II


THE NOTES


15


	Section 2.01.	Designation	15
	Section 2.02.	Issuance of Series 2014-3 Notes	15
	Section 2.03.	Documentation	16


 


ARTICLE III


SERVICING COMPENSATION


17


	Section 3.01.	Servicing Compensation	17


 


ARTICLE IV


RIGHTS OF SERIES 2014-3
NOTEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS


18


	Section 4.01.	Collections and Allocations	18
	Section 4.02.	Determination of Series 2014-3 Monthly Interest	19
	Section 4.03.	Determination of Series 2014-3 Monthly Principal	20
	Section 4.04.	Application of Series 2014-3 Available Finance Charge Collections on Deposit in the Collection Account	20
	Section 4.05.	Application of Series 2014-3 Available Principal Collections	21
	Section 4.06.	Principal Funding Account; Controlled Accumulation Period	23
	Section 4.07.	Investor Charge-Offs	24
	Section 4.08.	Reallocated Principal Collections	24
	Section 4.09.	Shared Excess Available Finance Charge Collections	25
	Section 4.10.	Shared Excess Available Principal Collections	25
	Section 4.11.	Accumulation Reserve Account	26


 




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Table
of Contents


(continued)


Page


 


	Section 4.12.	Investment Instructions	28
	Section 4.13.	[RESERVED]	28
	Section 4.14.	Sale of Collateral for Series 2014-3 Notes That Are Accelerated or Reach Legal Maturity	28
	Section 4.15.	Distribution Account	30


 


ARTICLE V


EARLY AMORTIZATION
OF NOTES


31


	Section 5.01.	Early Amortization Events	31
	Section 5.02.	Early Redemption Event	32


 


ARTICLE VI

LEGAL MATURITY; FINAL PAYMENTS

33


	Section 6.01.	Legal Maturity	33


 


ARTICLE VII


DELIVERY OF SERIES 2014-3
NOTES; DISTRIBUTIONS AND REPORTS TO SERIES 2014-3 NOTEHOLDERS


34


	Section 7.01.	Form of Delivery for the Series 2014-3 Notes; Depository; Denominations	34
	Section 7.02.	Delivery and Payment for the Series 2014-3 Notes	34
	Section 7.03.	Distributions	34
	Section 7.04.	Reports and Statements to Series 2014-3 Noteholders	35
	Section 7.05.	Restrictions on Transfer of the Class B Notes	36


 


ARTICLE VIII

MISCELLANEOUS PROVISIONS

38


	Section 8.01.	Non-petition Covenant	38
	Section 8.02.	Actions by the Issuer	38
	Section 8.03.	Limitations on Liability	38
	Section 8.04.	FATCA	38
	Section 8.05.	[RESERVED]	39




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Table
of Contents


(continued)


Page


	Section 8.06.	Amendments	39
	Section 8.07.	Class B Notes	39


 


ARTICLE IX


INSOLVENCY PROCEEDING
WITH RESPECT TO BBD


40


	Section 9.01.	Actions Upon Repudiation	40
	Section 9.02.	Notice	41
	Section 9.03.	Reservation of Rights	41


 


 


 


 


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



 

 


 


 




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SERIES 2014-3
INDENTURE SUPPLEMENT, dated as of September 18, 2014 (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”).


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 2014-3 and the Class B Notes,
Series 2014-3.


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;





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		(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 2014-3 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%.




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	Payment Date:	Condition:
	(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.


“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 2014-3 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 2014-3 Notes on such date of determination.


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


“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 2014-3 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) 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 (c) the amount of the reduction in the Allocation
Amount due to Investor




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Charge-Offs since the prior date of
determination, determined as set forth in Section 4.07, minus (d) 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 (e) 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 2014-3 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.


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


“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 2014-3 Notes, the Series 2014-3 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 2.41%.


“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 $750,000,000.




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“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 $164,635,000.


“Closing
Date” means September 18, 2014.


“Controlled
Accumulation Amount” means $76,219,583.34; 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 September 2018 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 2014-3 Stated Principal Amount of, and any Monthly Interest due on, the Series 2014-3 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 30 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 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




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such Interest Period, (ii) a fraction,
the numerator of which is 30 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.


“DACA”
has the meaning specified in the Trust Agreement.


“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.


“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 2014-3 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 respect to Series 2014-3 is deemed to have occurred, and ending on the first to occur of
(a) the payment in full of the Series 2014-3 Stated Principal Amount of, and any Series 2014-3 Monthly Interest
due on, the Series 2014-3 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 2014-3




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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 September 2019 Payment Date.


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


“Floating
Allocation Percentage” means, with respect to the Series 2014-3 Notes, the Series 2014-3 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.


“Indenture”
means the Amended and Restated Indenture, dated as of August 1, 2012, as amended and restated as of December 17, 2013, 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 2014-3, 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 November 17, 2014.


“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.


“Legal Maturity
Date” means the July 2022 Payment Date.


“Monthly Interest”
means the Series 2014-3 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 2014-3 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.




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


“Payment
Date” means (i) with respect to Series 2014-3, 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.


“Principal
Allocation Percentage” means, with respect to the Series 2014-3 Notes, the Series 2014-3 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).


“Quarterly
Excess Spread Percentage” means (a) with respect to the November 2014 Payment Date, the Excess Spread Percentage
with respect to the immediately preceding Monthly Period, (b) with respect to the December 2014 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 January 2015 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 2014-3 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.


“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 2014-3 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.




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“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.


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


“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 2014-3.


“Series 2014-3
Available Finance Charge Collections” means, with respect to any Monthly Period, an amount equal to the sum of (a) the
Series 2014-3 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 2014-3 Available
Finance Charge Collections pursuant to Section 4.11(b) and (d).


“Series 2014-3
Available Principal Collections” means, with respect to any Monthly Period, an amount equal to (a) the Series 2014-3
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 2014-3 Available Finance Charge Collections
available with respect to such Monthly Period to cover the Series 2014-3 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 2014-3 Notes, Series 2014-3 Available
Finance Charge Collections, if any, with respect to such Monthly Period, available pursuant to Section 4.04(g).


“Series 2014-3
Default Amount” means, with respect to any Monthly Period, an amount equal to the Default Amount allocated to the Series 2014-3
Notes pursuant to Section 4.01(d).


“Series 2014-3
Finance Charge Collections” means, with respect to any Monthly Period, the Finance Charge Collections allocated to the
Series 2014-3 Notes pursuant to Section 4.01(b).


“Series 2014-3
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




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of the first day of such Monthly Period
(or, with respect to the first Monthly Period, the Series 2014-3 Stated Principal Amount), 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 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 2014-3
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 2014-3 Noteholders, in each case for
such Payment Date.


“Series 2014-3
Monthly Principal” has the meaning specified in Section 4.03.


“Series 2014-3
Noteholders” means a Class A Noteholder or a Class B Noteholder.


“Series 2014-3 Note”
means a Class A Note or a Class B Note.


“Series 2014-3
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 2014-3 Available Finance Charge Collections with respect to such Monthly Period; minus


(B)             
the Series 2014-3 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.




    	10



    	 



    

“Series 2014-3
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 2014-3 Stated Principal Amount) 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 2014-3
Principal Collections” means, with respect to any Monthly Period, the Principal Collections allocated to the Series 2014-3
Notes pursuant to Section 4.01(c).


“Series 2014-3
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 2014-3 Floating Allocation Percentage with respect to such Monthly
Period.


“Series 2014-3 Stated Principal
Amount” means $914,635,000.


“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 2014-3, 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 2014-3 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.




    	11



    	 



    

“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 2014-3, 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 2014-3
Available Principal Collections, less any amount released and used to purchase Receivables under Section 4.01(f), with respect
to 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 2014-3 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 2014-3 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 2014-3, the amount of Series 2014-3 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 2014-3 has been designated for inclusion under Section 4.10(a).




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“Stated
Principal Amount” means, with respect to the Series 2014-3 Notes, the Series 2014-3 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.


“Transfer
Agreement” means the Amended and Restated Transfer Agreement, dated as of August 1, 2012, as amended and restated
as of December 17, 2013, 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.


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 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,




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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 Indenture Supplement or the transactions contemplated hereby.


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]




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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 2014-3” or the “Series 2014-3 Notes.” The Series 2014-3
Notes shall be issued in two (2) Classes, the first of which shall be known as the “Class A Series 2014-3
Fixed Rate Asset Backed Notes” and the second of which shall be known as the “Class B Series 2014-3 Fixed
Rate Asset Backed Notes.” The Series 2014-3 Notes shall be due and payable on the Legal Maturity Date.


(b)              
The Series 2014-3 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 2014-3 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 2014-3 Notes, shall not be contingent
on market or credit events that are independent of such financial assets.


(c)               
Series 2014-3 shall be a Shared Excess Available Finance Charge Collections Series and shall be included in Shared
Excess Available Finance Charge Collections Group One. Series 2014-3 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 2014-3 shall not be in any other Group.


(d)              
Series 2014-3 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 2014-3 shall be the November  2014 Payment Date, and the first Monthly Period shall begin on and include
the Closing Date and end on and include October 31, 2014.


(f)               
The Series 2014-3 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.


Section 2.02.     
Issuance of Series 2014-3 Notes. The Issuer may issue Notes of any Class of the Series 2014-3 Notes, so
long as the conditions precedent set forth in Section 4.10 of the Indenture are satisfied.






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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 2014-3 Noteholders to fulfill their respective duties and exercise their rights under the contracts and clearly
distinguish between any multiple roles performed by any party.


[END OF ARTICLE II]




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ARTICLE III



SERVICING COMPENSATION


Section 3.01.     
Servicing Compensation. The share of the Servicing Fee allocable to the Series 2014-3 Noteholders with respect
to any Payment Date shall equal the Series 2014-3 Servicing Fee. The portion of the Servicing Fee that is not allocable to
the Series 2014-3 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 2014-3 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]




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ARTICLE IV



RIGHTS OF SERIES 2014-3 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 2014-3 and distributed as set forth
in this Article IV.


(b)              
Allocations of Finance Charge Collections to the Series 2014-3 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 2014-3 Noteholders and retain in the
Collection Account for application as provided herein an amount equal to the product of (i) the Series 2014-3 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 2014-3 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 2014-3 Noteholders an amount equal to the
product of (i) the Series 2014-3 Principal Allocation Percentage and (ii) the amount of Principal Collections deposited
into the Collection Account on such date.


(d)              
Allocations of the Default Amount to the Series 2014-3 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 2014-3 Notes an amount equal to the product of (i) the Series 2014-3 Floating Allocation Percentage and (ii) the
Default Amount with respect to such Monthly Period.


(e)               
Allocations of the Servicing Fee to the Series 2014-3 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 2014-3
Notes an amount equal to the product of (i) the Series 2014-3 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 2014-3 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




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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 2014-3 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 2014-3 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 thirty (30) 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; provided, however, that for the first Payment Date, the Class A Monthly Interest
shall equal $2,962,291.67.


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 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 thirty (30) 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




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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 2014-3 Monthly Principal. The amount of monthly principal made available with respect
to the Series 2014-3 Notes for any Payment Date (the “Series 2014-3 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 2014-3 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 2014-3 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 into the Distribution Account from the Series 2014-3 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 2014-3 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 2014-3 Servicing Fee for such Payment Date, plus the amount of any Series 2014-3
Servicing Fee, or portion thereof, previously due but not paid to the Servicer on a prior Payment Date, shall be distributed to
the Servicer;




    	20



    	 



    

(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 2014-3 Default Amount for such Payment Date shall be treated as a portion of Series 2014-3
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 2014-3 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 2014-3 and acceleration of the maturity of the Series 2014-3
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 2014-3 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 2014-3 on such Payment Date (other
than pursuant to this clause (g)), shall be treated as Series 2014-3 Available Principal Collections for such Payment
Date;


(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 or any
DACA 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 2014-3 Available Principal Collections.


(a)               
On or before each Payment Date with respect to the Revolving Period, an amount equal to Series 2014-3 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 2014-3
Available Principal Collections, less




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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 2014-3 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 2014-3
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 2014-3 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 2014-3 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.


(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.






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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 2014-3 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 2014-3 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.


(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 2014-3 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 2014-3 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




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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 2014-3 Available Principal
Collections and Shared Excess Available Principal Collections expected to be available to Series 2014-3 from other Shared
Excess Available Principal Collections Series during the Controlled Accumulation Period an amount equal to the Series 2014-3
Stated Principal Amount; 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 2014-3
Default Amount, if any, for the related Payment Date. If, for any Payment Date, the Series 2014-3 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 2014-3 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 2014-3 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




    	24



    	 



    

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 2014-3 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 2014-3 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 2014-3 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 2014-3
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 2014-3 for such
Monthly Period and the denominator of which is the Aggregate Series Available Finance Charge Collections Shortfall for such Monthly
Period.


(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 2014-3 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




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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 2014-3 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 2014-3 with respect to each Monthly Period shall mean an
amount equal to the Series Available Principal Collections Shortfall, if any, with respect to Series 2014-3 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 2014-3 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 2014-3 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 that the funds and other property credited thereto are held for the
benefit of the Indenture Trustee and the Series 2014-3 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 2014-3 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




    	26



    	 



    

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 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)




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and (ii) deposited into the Collection
Account for application as Series 2014-3 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 2014-3 Notes and acceleration of such Series 2014-3 Notes pursuant
to Section 7.02 of the Indenture, (iii) 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 2014-3 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 2014-3 Notes and acceleration
of such Series 2014-3 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 2014-3 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 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.     
[RESERVED].


Section 4.14.     
Sale of Collateral for Series 2014-3 Notes That Are Accelerated or Reach Legal Maturity.


(a)If the Series 2014-3
Notes have been accelerated pursuant to Section 7.02 of the Indenture following an Event of Default, the Indenture Trustee
may, subject to the




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conditions specified in Section 4.14(b),
and at the direction of the Holders of more than 66 2⁄3% of the Outstanding Dollar Principal Amount of the Series 2014-3
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 2014-3 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 2014-3 Notes; or


(iii)            
the Indenture Trustee in consultation with the Servicer determines that the funds to be allocated to the Series 2014-3
Notes, including (1) Series 2014-3 Available Finance Charge Collections and Series 2014-3 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 2014-3
Notes as such payments would have become due if such obligations had not been declared due and payable, and Series 2014-3
Noteholders evidencing more than 66 2⁄3% of the aggregate Outstanding Dollar Principal Amount of the Series 2014-3 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 2014-3 Notes.


(e)Sale proceeds
received with respect to the Series 2014-3 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:


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




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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.


[END OF ARTICLE IV]




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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 2014-3 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


(c)               
if any Servicer Default occurs which would have a material adverse effect on the Series 2014-3 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 2014-3 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 2014-3 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 2014-3 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 2014-3 Notes and as a result of which the interests
of the Series 2014-3 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.




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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 2014-3 Notes evidencing more than 50% of the aggregate unpaid principal amount
of Series 2014-3 Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series 2014-3
Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series 2014-3 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
Date, then an “Early Redemption Event” will be deemed to have occurred with respect to the Series 2014-3 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 2014-3 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]




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ARTICLE VI



LEGAL MATURITY; FINAL PAYMENTS


Section 6.01.     
Legal Maturity. The Series 2014-3 Notes shall be considered to be paid in full, the Holders of such Series 2014-3
Notes shall have no further right or claim, and the Issuer shall have no further obligation or liability with respect to such Series 2014-3
Notes on the earliest to occur of (i) the date on which the Outstanding Dollar Principal Amount with respect to Series 2014-3,
and all Monthly Interest on such Series 2014-3 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]




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ARTICLE VII



DELIVERY OF SERIES 2014-3 NOTES; DISTRIBUTIONS

AND REPORTS TO SERIES 2014-3 NOTEHOLDERS


Section 7.01.     
Form of Delivery for the Series 2014-3 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 2014-3
Notes shall be issued in minimum denominations of $100,000 and integral multiples of $1,000.


Section 7.02.     
Delivery and Payment for the Series 2014-3 Notes. The Issuer shall execute and deliver the Series 2014-3
Notes to the Indenture Trustee for authentication, and the Indenture Trustee shall deliver the Series 2014-3 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.




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(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 2014-3 Noteholders
hereunder shall be made by check mailed to each Series 2014-3 Noteholder at such Series 2014-3 Noteholder’s address
appearing in the Note Register without presentation or surrender of any Series 2014-3 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 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 2014-3 Noteholders.


(a)               
On each Payment Date, the Paying Agent, on behalf of the Indenture Trustee, shall forward to each Series 2014-3 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.


(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 fourth quarter
of 2014, the Servicer shall provide to the Paying Agent, and the Paying Agent on behalf of the Indenture Trustee, shall forward
to each Series 2014-3 Noteholder:


(i)                
information with respect to the credit performance of the Series 2014-3 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




    	35



    	 



    

Series 2014-3 Notes, if applicable,
the remaining balance of the Receivables, and the percentage of each Class of Series 2014-3 Notes in relation to the Series 2014-3
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 2014-3
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 2014-3 Notes are outstanding, the Paying Agent on behalf of the Indenture Trustee, shall forward to each Series 2014-3
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 2014-3 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 2015, the Paying Agent, on behalf of the
Indenture Trustee, shall furnish or cause to be furnished to each Person who at any time during the preceding calendar year was
a Series 2014-3 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 2014-3
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




    	36



    	 



    

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]




    	37



    	 



    

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 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 (iv) 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.


Section 8.04.     
FATCA. Each Series 2014-3 Noteholder or Note Owner, by the purchase of such Series 2014-3 Note or its acceptance
of a beneficial interest therein, acknowledges that interest on the Series 2014-3 Notes will be treated as United States source
interest, and, as such, United States withholding tax may apply. Each Series 2014-3 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




    	38



    	 



    

ceases to satisfy the foregoing requirements
or provide requested documentation, payments to it under the Series 2014-3 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 Paying Agent, at the time or times prescribed by the Code and at such time or times reasonably
requested by the Issuer or the Paying Agent, 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 Paying Agent 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. Notwithstanding anything to the contrary in this 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.


[END OF ARTICLE VIII]




    	39



    	 



    

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 2014-3 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 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 2014-3 Noteholders consisting of unpaid interest on each Series 2014-3
Note and the outstanding principal balance of each Series 2014-3 Note and (iii) deliver notice to the Series 2014-3
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




    	40



    	 



    

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).


(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 2014-3 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]


 




    	41



    	 



    

 


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:	/s/ Jeanne M. Oller                     
	 	 	Name: Jeanne M. Oller
	 	 	Title: Vice President
	 	 	 
	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee and not in its individual capacity
	 	 	 
	 	 	 
	 	By:	/s/ Tamara Schultz-Fugh               
	 	 	Name:  Tamara Schultz-Fugh
	 	 	Title:    Vice President
	 	 	 





 


[Signature Page to Series 2014-3 Indenture
Supplement


 




    	 



    	 



    

ACKNOWLEDGED AND AGREED TO:


 


	BARCLAYS BANK DELAWARE,	 
	as Servicer	 
	 	 
	By: 	/s/ Clinton Walker	 
	 	Name: Clinton Walker
Title:     Secretary	 




 


 





 


 


[Signature Page to Series 2014-3 Indenture
Supplement]




    	 



    	 



    

EXHIBIT
A-1






FORM OF

CLASS A SERIES 2014-3 FIXED 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 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.


 


 




    	A-1-1



    	 



    

 


	 	INITIAL DOLLAR PRINCIPAL AMOUNT
	REGISTERED	$750,000,0001
	 	 
	No. R-[__]	CUSIP NO. 06742L AE3 


 


 


BARCLAYS DRYROCK ISSUANCE TRUST


 


CLASS A SERIES 2014-3 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,
for value received, hereby promises to pay to CEDE & CO., or registered assigns, subject to the following provisions, a principal
sum of $750,000,000 payable on the September  2019  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 July  2022  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 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.


 


 


	 	 



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



 










    	A-1-2



    	 



    

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 on behalf of the Trust Agreement
	 	 	 
	 	 	 
	 	 By:	_______________________________
	 	 	Name: 
	 	 	Title:
	 	 	 
	 	 	 




  


 


 


Dated:
[__] [__], 2014


 




    	A-1-3



    	 



    

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:
[__] [__], 2014


 




    	A-1-4



    	 



    

BARCLAYS DRYROCK ISSUANCE TRUST


 


CLASS A SERIES 2014-3 FIXED 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 2014-3 (the “Series 2014-3 Notes”),
issued under an Amended and Restated Indenture, dated as of August 1, 2012, as amended and restated as of December 17, 2013 (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 Indenture
Supplement, dated as of September 18, 2014 (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 2014-3 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 September  2019  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.


 




    	A-1-5



    	 



    

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. 


 


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 2014-3 Noteholders shall be made (i) by check mailed to each
Series 2014-3 Noteholder (at such Noteholder’s address as it appears in the Note Register), except that with respect to any
Series 2014-3 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 2014-3 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 2014-3 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 2014-3 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 2014-3 Notes at a redemption price equal to 100% of the Outstanding Dollar Principal Amount of the Series 2014-3 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 2014-3 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




    	A-1-6



    	 



    

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. 


 


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-1-7



    	 



    

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:__________________________	______________________________2
	 	 
	 	Signature
Guaranteed:
	 	 
	 	______________________________



 


	 	 




	2	NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears
on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.



 


 




    	A-1-8



    	 



    

EXHIBIT
A-2






FORM OF

CLASS B SERIES 2014-3 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	$164,635,0003
	 	 
	No. R-[__]	 


 


 


BARCLAYS DRYROCK ISSUANCE TRUST


 


CLASS B SERIES 2014-3 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,
for value received, hereby promises to pay to Barclays Dryrock Funding LLC, subject to the following provisions, the principal
sum of $164,635,000 payable on the September  2019  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 July  2022  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.


 


	 	 



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




 


 







    	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 COMPANY, not in its individual capacity but solely as Owner
    Trustee under the Trust Agreement
	 	 	 
	 	 	 
	 	 By:	_______________________________
	 	 	Name: 
	 	 	Title:
	 	 	 




 


 


 


Dated:
[__] [__], 2014


 


 




    	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:
[__] [__], 2014




    	A-2-5



    	 



    

BARCLAYS DRYROCK ISSUANCE TRUST


 


CLASS B SERIES 2014-3 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 2014-3 (the “Series 2014-3 Notes”),
issued under an Amended and Restated Indenture, dated as of August 1, 2012, as amended and restated as of December 17, 2013 (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 Indenture
Supplement dated as of September 18, 2014 (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 2014-3 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 September  2019  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.


 




    	A-2-6



    	 



    

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. 


 


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 2014-3 Noteholders shall be made by (i) check mailed to each
Series 2014-3 Noteholder (at such Noteholder’s address as it appears in the Note Register), except that with respect to any
Series 2014-3 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 2014-3 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 2014-3 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 2014-3 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 2014-3 Notes at a redemption price equal to 100% of the Outstanding Dollar Principal Amount of the Series 2014-3 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 2014-3 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




    	A-2-7



    	 



    

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.



 


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:__________________________	______________________________4
	 	 
	 	Signature
Guaranteed:
	 	 
	 	______________________________




 


	 	 



	4	NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears
on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.



 


 




    	A-2-9



    	 



    

EXHIBIT B-1




FORM OF MONTHLY NOTEHOLDERS’ STATEMENT


 


BARCLAYS DRYROCK ISSUANCE TRUST


SERIES 2014-3


 


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 (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 September 18, 2014 (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 2014-3 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)	Information regarding payments in respect of the Class B Notes	 	$________


 




    	B-1-1



    	 



    

 


	 	(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 2014-3


 


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	$[●]


 


 


 


 


 


 


 




    	B-1-3



    	 



    

 


	
        TRUST COLLECTIONS INFORMATION

         

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


 


	
        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	[●]%	$[●]


 


	
        TRANSFEROR INFORMATION

         

	End of the month Transferor Amount Percentage	[●]%
	Required Transferor Amount Percentage	[●]%





	
        ISSUER ACCOUNT INFORMATION

         

	End of the month Transferor Amount Percentage	$[●]
	Required Transferor Amount Percentage	$[●]


 




    	B-1-4



    	 



    

 


	
        BARCLAYS DRYROCK ISSUANCE TRUST

         

	Series Name	2014-3
	Expected Final Payment Date	September 16 , 2019 
	Scheduled start of accumulation period	September 1, 2018
	Series 2014-3 Stated Principal Amount	$[·]
	Series 2014-3 Allocation Amount	$[·]
	Series 2014-3 Floating Allocation Percentage	[·]%
	Series 2014-3 Principal Allocation Percentage	[·]%


 


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


 


	
        ALLOCATION OF SERIES 2014-3 AVAILABLE FINANCE CHARGE COLLECTIONS

         

	 1)  Series 2014-3 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 2014-3 Servicing Fee paid to Servicer	$[·]
	 4)  Series 2014-3 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 2014-3 Default Amount treated as Series 2014-3 Available Principal Collections	$[·]
	 7)  Unreimbursed Investor Charge-offs and Reallocated Principal Collections treated as Series 2014-3 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 2014-3 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)	$[·]




    	B-1-5



    	 



    

 


	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 2014-3
	1)  Shared Excess Available Finance Charge Collections allocated to Series 2014-3	$[·]
	2)  Series 2014-3 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 2014-3 Available Principal Collections	$[·]
	8)  Accumulation Reserve Account	$[·]
	9)  Holder of the Transferor Interest	$[·]


 


	APPLICATION OF SERIES 2014-3 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 2014-3 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 2014-3 PRINCIPAL COLLECTIONS DURING EARLY AMORTIZATION PERIOD
	1)  Paid to the Class A Noteholders	$[·]
	2)  Paid to the Class B Noteholders	$[·]




    	B-1-6



    	 



    

 


	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 2014-3
	1)  Shared Excess Available Principal Collections allocated to Series 2014-3	$[·]
	2)  Series 2014-3 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 2014-3 ACCOUNT INFORMATION
	Accumulation Reserve Account balance	$[·]
	Principal Funding Account balance	$[·]


 


	SERIES 2014-3 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	[·]%
	          Second Prior Monthly Period	[·]%
	Quarterly Excess Spread Percentage	[·]%




    	B-1-7



    	 



    

 


	Required Excess Spread Percentage	[·]%
	Is the Quarterly Excess Spread Percentage greater than the Required Excess Spread 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-1-8



    	 



    

EXHIBIT B-2


FORM OF
ANNUAL PAYMENT INFORMATION


BARCLAYS DRYROCK ISSUANCE TRUST



SERIES
2014-3


 


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 (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 September [__], 2014 (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 2014-3 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 2014-3 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	050-705806	$[·]
	 	 	 	 	 
	 	 	Excess Funding Account (EFA)	050-705814	$[·]


 


	 	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 	$[·]


 




    	B-3-1



    	 



    

 


	 	 	 	All other Trust Obligations	$[·]
	 	 	 	Deposit from the EFA (Excess EFA balance in accumulation period, treated as principal Investment earning on the EFA)	$[·]
	 	 	 	 	 
	 	 	 	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 2014-3	 
	 	 	 	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 2014-3	 
	 	 	 	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 2014-3	 
	 	 	 	Opening Cash Balance	$[·]
	 	 	 	Deposit from the Collection Account	$[·]
	 	 	 	Investment earnings credited to the account	$[·]
	 	 	 	Investment earnings to the Collection Account	$[·]




    	B-3-2



    	 



    

 


	 	 	 	Accumulation Reserve Draw Amount to Collection Account	$[·]
	 	 	 	Accumulation Reserve Account Surplus to Barclays Dryrock Funding LLC	$[·]
	 	 	 	Closing cash balance	$[·]
	 	 	 	 	 
	 	 	 	Accumulation Reserve Account Series 2014-3	 
	 	 	 	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

        050-705806
	$[·]	
        Barclays Dryrock Funding LLC

        [Account #]

	
        Collection Account

        050-705806
	$[·]	
        Excess Funding Account

        050-705814

	
        Collection Account

        050-705806
	$[·]	
        Barclays Dryrock Funding LLC

        [Account #]

	
        Collection Account

        050-705806
	$[·]	
        US Bank National Association

        [Account #]

	
        Collection Account

        050-705806
	$[·]	
        Barclays Bank Delaware

        [Account #]

	
        Collection Account

        050-705806
	$[·]	
        Principal Funding Series 2014-3

        050-708333

	
        Principal Funding Series 2014-3

        050-708333
	$[·]	
        Collection Account

        050-705806

	
        Principal Funding Series 2014-3

        050-708333
	$[·]	
        US Bank National Association

        [Account #]

	
        Collection Account

        050-705806
	$[·]	
        Principal Funding Series 2014-3

        050-708333

	Principal Funding Series 2014-3

050-708333	$[·]	
        Collection Account

        050-705806

	
        Principal Funding Series 2014-3

        050-708333
	$[·]	
        US Bank National Association

        [Account #]

	
        Collection Account

        050-705806
	$[·]	
        Accumulation Reserve Series
        2014-3

        050-708325





    	B-3-3



    	 



    

 


	
        Accumulation Reserve Series
        2014-3

        050-708325
	$[·]	
        Collection Account

        050-705806

	
        Accumulation Reserve Series
        2014-3

        050-708325
	$[·]	
        Owner Trustee

        (to be distributed to Barclays
        Dryrock Funding LLC]

	
        Collection Account

        050-705806
	$[·]	
        Accumulation Reserve Series
        2014-3

        050-708325

	
        Accumulation Reserve Series
        2014-3

        050-708325
	$[·]	
        Collection Account

        050-705806

	
        Accumulation Reserve Series
        2014-3

        050-708325-
	$[·]	
        Owner Trustee

        (to be distributed to Barclays
        Dryrock Funding LLC]



 


 




    	B-3-4



    	 



    

IN WITNESS WHEREOF, the undersigned has
duly executed and delivered this Certificate this __ day of __________, _____.


 


	 	BARCLAYS BANK DELAWARE, as Servicer
	 

	 	 
	 	 	 
	 	 By:	_______________________________
	 	 	Name: 
	 	 	Title:






 


 


 




    	B-3-5



    	 



    

EXHIBIT C




FORM OF MONTHLY SERVICER’S CERTIFICATE


 


BARCLAYS BANK DELAWARE


 


BARCLAYS DRYROCK ISSUANCE TRUST


SERIES 2014-3


 


 


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
(the “Indenture”), between the Trust and the Indenture Trustee, as supplemented by the Series 2014-3
Indenture Supplement, dated as of September [__], 2014, 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