Exhibit 4.4

        

        

        

        

        

        

        







Barclays
        Dryrock Issuance Trust

        as Issuer

        and

        U.S. BANK NATIONAL ASSOCIATION

        as Indenture Trustee

        SERIES [•]
        INDENTURE SUPPLEMENT

        dated as of [Month] [Day], 20[·]

        to

        INDENTURE

         

 






    	 



    	 



    

 


	 	
         

        Table
        of Contents

         
	 
	 	 	Page
	ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 
	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	 
	Section 2.01.	Designation	15
	Section 2.02.	Issuance of Series [•] Notes	15
	Section 2.03.	Documentation	16
	 	 	 	 


 


	ARTICLE III

SERVICING COMPENSATION	 
	Section 3.01.	Servicing Compensation	17
	 	 	 


 


	ARTICLE IV

RIGHTS OF SERIES [•] NOTEHOLDERS AND

 ALLOCATION AND APPLICATION OF COLLECTIONS	 
	Section 4.01.	Collections and Allocations	18
	Section 4.02.	Determination of Series [•] Monthly Interest	19
	Section 4.03.	Determination of Series [•] Monthly Principal	20
	Section 4.04.	Application of Series [•] Available Finance Charge Collections on Deposit in the Collection Account	20
	Section 4.05.	Application of Series [•] 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
	Section 4.12.	Investment Instructions	28
	Section 4.13.	[Determination of LIBOR]	28


 




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Table
of Contents


(continued)


 


	 	 	Page
	Section 4.14.	Sale of Collateral for Series [•] Notes That Are Accelerated or Reach Legal Maturity	29
	Section 4.15.	Distribution Account	30


 


	ARTICLE V

EARLY AMORTIZATION OF NOTES	 
	Section 5.01.	Early Amortization Events	32
	Section 5.02.	Early Redemption Event	33


 


	ARTICLE VI

LEGAL MATURITY; FINAL PAYMENTS	 
	 
	Section 6.01.	Legal Maturity	34
	 	 	 


 


	ARTICLE VII

DELIVERY OF SERIES [•] NOTES; DISTRIBUTIONS  AND 

REPORTS TO SERIES [•] NOTEHOLDERS	 
	Section 7.01.	Form of Delivery for the Series [•] Notes; Depository; Denominations	35
	Section 7.02.	Delivery and Payment for the Series [•] Notes	35
	Section 7.03.	Distributions	35
	Section 7.04.	Reports and Statements to Series [•] Noteholders	36
	Section 7.05.	Restrictions on Transfer of the Class B Notes	37
	 	 	 
	ARTICLE VIII

MISCELLANEOUS PROVISIONS	 
	 
	Section 8.01.	Non-petition Covenant	39
	Section 8.02.	Actions by the Issuer	39
	Section 8.03.	Limitations on Liability	39
	Section 8.04.	FATCA Matters	39
	Section 8.05.	[RESERVED]	40
	Section 8.06.	Amendments	40
	Section 8.07.	Class B Notes	40


 


	ARTICLE IX

INSOLVENCY PROCEEDING WITH RESPECT TO BBD	 
	Section 9.01.	Actions Upon Repudiation	41
	Section 9.02.	Notice	42
	Section 9.03.	Reservation of Rights	42


 


 


 




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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 [•]
INDENTURE SUPPLEMENT, dated as of [Month] [Day], 20[·] (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 [•] and the Class B Notes,
Series [•].


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





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Indenture Supplement as a whole
and not to any particular Article, Section or other subdivision;


		(5)	in the event that any term or provision contained herein shall conflict with or be inconsistent
with any term or provision contained in the Indenture, the Transfer Agreement or the Servicing Agreement, the terms and provisions
of this Indenture Supplement shall be controlling;



		(6)	each capitalized term defined herein shall relate only to the Series [•] 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 [•] 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 [•] 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 [•] 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 [•] for such Monthly Period.


“Allocation
Amount” means, as of the Closing Date, the Series [•] Stated Principal Amount and on any date of determination
thereafter, the sum of, without duplication, (a) the Allocation Amount determined as of the later of the Closing Date or the
date of determination immediately prior to the then current date of determination, plus (b) the amount of all increases
in the Series [•] Stated Principal Amount resulting from the issuance of additional Series [•] Notes since the prior
date of determination, plus (c) all reimbursements, as provided in Section 4.04(e) or otherwise, of reductions in the Allocation
Amount due to Investor Charge-




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Offs or Reallocated Principal Collections
since the prior date of determination, minus (d) the amount of the reduction in the Allocation Amount due to Investor Charge-Offs
since the prior date of determination, determined as set forth in Section 4.07, minus (e) the amount of the reduction in the Allocation
Amount due to the application of Reallocated Principal Collections since the prior date of determination, determined as set forth
in Section 4.08, minus (f) the amount deposited into the Principal Funding Account or (without duplication) deposited into the
Distribution Account pursuant to Section 4.05(c) or paid to the Series [•] 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 [•] Notes, the Series [•] Available Principal
Collections and has, with respect to any other Series of Notes, the meaning specified in the applicable Indenture Supplement for
such Series of Notes.


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


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


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


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


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


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


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


“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 $[•].




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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 [•]%.


“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 $[•].


“Closing
Date” means [Month] [Day], 20[·].


“Controlled
Accumulation Amount” means $[•]; 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 May 2016 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 [•] Stated Principal Amount of, and any Monthly Interest due on, the Series [•] Notes.


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


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


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




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the immediately preceding Monthly Period,
and (b) the product of (i) the Class B Note Interest Rate in effect with respect to such Interest Period, (ii) a
fraction, the numerator of which is [the actual number of days from and including the prior Payment Date to but excluding the then
current Payment Date][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 [•] 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 [•] is deemed to have occurred, and ending on the first to occur
of (a) the payment in full of the Series [•] Stated Principal Amount of, and any Series [•] Monthly
Interest due on, the Series [•] 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.




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“Excess
Spread Percentage” means, with respect to each Payment Date, as determined on the second preceding Business Day, an amount
equal to the Series [•] 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 [Month] [Year] Payment Date.


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


“Floating
Allocation Percentage” means, with respect to the Series [•] Notes, the Series [•] 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 [•], 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 [Month] [Day], 20[·].


“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 [Month] [Year] Payment Date.


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


[“LIBOR
Determination Date” means [Month] [Day], 20[·] for the period from and
including the Closing Date to but excluding the Initial Payment Date, and for every other Interest Period, the second London Business
Day prior to the commencement of such Interest Period.]


“Monthly Interest”
means the Series [•] Monthly Interest.




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“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 [•] 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 Moody’s.


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


“Payment
Date” means (i) with respect to Series [•], 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 [•] Notes, the Series [•] 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 [Month] 20[·]
Payment Date, the Excess Spread Percentage with respect to the immediately preceding Monthly Period, (b) with respect to the
[Month] 20[·] 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 [Month] 20[·] 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 [•] 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.




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“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 [•] Notes as of the
Record Date for such Payment Date or (b) any other amount designated by the Transferor; provided, that if the amount
is less than that determined under clause (a), the Note Rating Agency Condition shall have been satisfied with respect to such
designation and written evidence of the satisfaction of the Note Rating Agency Condition has been delivered to the Servicer, the
Indenture Trustee and the Owner Trustee.


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


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


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


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


“Series [•]
Available Principal Collections” means, with respect to any Monthly Period, an amount equal to (a) the Series [•]
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 [•] Available Finance Charge Collections
available with respect to such Monthly Period to cover the Series [•] 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




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acceleration of the Series [•]
Notes, Series [•] Available Finance Charge Collections, if any, with respect to such Monthly Period, available pursuant
to Section 4.04(g).


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


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


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


“Series [•]
Monthly Principal” has the meaning specified in Section 4.03.


“Series [•]
Noteholders” means a Class A Noteholder or a Class B Noteholder.




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“Series [•] Note”
means a Class A Note or a Class B Note.


“Series [•]
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 [•] Available Finance Charge Collections with respect to such Monthly Period; minus


(B)             
the Series [•] Default Amount for such Monthly Period; and


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


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


“Series [•]
Principal Collections” means, with respect to any Monthly Period, the Principal Collections allocated to the Series [•]
Notes pursuant to Section 4.01(c).




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“Series [•]
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 [•] Floating Allocation Percentage with respect to such
Monthly Period.


“Series [•] Stated
Principal Amount” means $[•].


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


“Series
Available Principal Collections Shortfall” means, with respect to any Monthly Period as determined on the related Note
Transfer Date, (a) with respect to Series [•], 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 [•]
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 [•],
the sum of (a) the amount of Series [•] 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 [•] 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 [•]” means the Shared Excess Available Finance Charge Collections
Group to which Series [•] has been designated for inclusion under Section 4.09(a).




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“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 [•], the amount of Series [•] 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 [•], 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 [•]” means the Shared Excess Available Principal Collections
Group to which Series [•] has been designated for inclusion under Section 4.10(a).


“Stated
Principal Amount” means, with respect to the Series [•] Notes, the Series [•] 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.


“Transferor
Amount Measurement Date” means the Record Date.


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




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granting of such legal or equitable
relief as is deemed appropriate by such court. Each party hereto hereby waives personal service of the summons, complaint and other
process issued in any such action or suit and agrees that service of such summons, complaint, and other process may be made by
registered or certified mail addressed to such party at its address, and that service so made shall be deemed completed upon the
earlier of such party’s actual receipt thereof or three (3) days after deposit in the United States mail, proper postage
prepaid. Nothing in this Section 1.02 shall affect the right of any party hereto to serve legal process in any other
manner permitted by law.


(c)Because disputes
arising in connection with complex financial transactions are most quickly and economically resolved by an experienced and expert
person and the parties wish applicable state and federal laws to apply (rather than arbitration rules), the parties desire that
their disputes be resolved by a judge applying such applicable laws. Therefore, to achieve the best combination of the benefits
of the judicial system and of arbitration, the parties hereto waive all rights to trial by jury in any action, suit, or proceeding
brought to resolve any dispute, whether sounding in contract, tort or otherwise, arising out of, or connection with, related to,
or incidental to the 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]




    	14



    	 



    

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


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


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


(d)              
Series [•] 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 [•] shall be the [Month] 20[·] Payment Date, and the
first Monthly Period shall begin on and include the Closing Date and end on and include [Month] [Day], 20[·].


(f)               
The Series [•] 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 [•] Notes. The Issuer may issue Notes of any Class of the Series [•] 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 [•] 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 [•] Noteholders with respect
to any Payment Date shall equal the Series [•] Servicing Fee. The portion of the Servicing Fee that is not allocable
to the Series [•] 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 [•] 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 [•] 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 [•] and distributed as set forth
in this Article IV.


(b)              
Allocations of Finance Charge Collections to the Series [•] 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 [•] Noteholders and retain in the
Collection Account for application as provided herein an amount equal to the product of (i) the Series [•] 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 [•] 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 [•] Noteholders an amount equal
to the product of (i) the Series [•] 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 [•] 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 [•] Notes an amount equal to the product of (i) the Series [•] Floating Allocation Percentage
and (ii) the Default Amount with respect to such Monthly Period.


(e)               
Allocations of the Servicing Fee to the Series [•] 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 [•]
Notes an amount equal to the product of (i) the Series [•] 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 [•]
Notes as provided in Section 4.01(c) and on deposit in the Collection Account with respect to each Monthly Period may, upon
request made by the Servicer on behalf of the Transferor to the Indenture Trustee, on any date, subject to the restrictions set
forth below in this Section 4.01(f), be released from the Collection Account to the Transferor free and clear of the lien
of the Indenture to be used solely for the purpose of purchasing Receivables. The release of Principal Collections under this Section
4.01(f), shall be subject to the following limitations: (1) no Principal Collections may be released if an Early Amortization
Event has occurred and is continuing for one or more Series of Notes in Shared Excess Available




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Principal Collections Group [•];
(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 [•] Stated Principal Amount, may be released;
and (3) if one or more Series of Notes in Shared Excess Available Principal Collections Group [•] 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 [•] would be
less than the sum of the Controlled Deposit Amounts for such Series of Notes in Shared Excess Available Principal Collections Group
[•] in a Controlled Accumulation Period due on the Payment Date for the related Monthly Period.


Section 4.02.     
Determination of Series [•] Monthly Interest.


(a)The amount
of monthly interest (“Class A Monthly Interest”) distributable from the Collection Account with respect
to the Class A Notes for any Payment Date shall be an amount equal to the product of (i) (x) a fraction, the numerator
of which is [the actual number of days in the related Interest Period][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 $[•]].


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 [the actual number of days in the related Interest Period][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 [•] Monthly Principal. The amount of monthly principal made available with respect
to the Series [•] Notes for any Payment Date (the “Series [•] 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 [•] 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 [•] 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 [•] 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 [•] 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 [•] Servicing Fee for such Payment Date, plus the amount of any Series [•]
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 [•] Default Amount for such Payment Date shall be treated as a portion of Series [•]
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 [•] 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 [•] and acceleration of the maturity of the
Series [•] 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 [•] 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 [•] on
such Payment Date (other than pursuant to this clause (g)), shall be treated as Series [•] 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 [•],
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 [•] Available Principal Collections.


(a)               
On or before each Payment Date with respect to the Revolving Period, an amount equal to Series [•] 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 [•]
Available Principal Collections, less any amount released and used to purchase Receivables under Section 4.01(f), currently
on deposit in




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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 [•] 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 [•]
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 [•] 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 [•] 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 [•].


(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 [•] 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 [•] 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 [•] 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 [•] 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




    	23



    	 



    

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 [•] Available Principal
Collections and Shared Excess Available Principal Collections expected to be available to Series [•] from other Shared
Excess Available Principal Collections Series during the Controlled Accumulation Period an amount equal to the Series [•]
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 [•]
Default Amount, if any, for the related Payment Date. If, for any Payment Date, the Series [•] 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 [•] 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 [•] Principal Collections, less any amount released and used
to purchase Receivables under Section 4.01(f), for the related Monthly Period or (b) the Monthly Subordination Amount
for such Payment Date in accordance with the priority set forth




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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 [•] shall be included in Shared Excess Available Finance Charge Collections Group [•] 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 [•]
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 [•] 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 [•] 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 [•] 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 [•]
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 [•] for such Monthly Period and (ii) a fraction,
the numerator of which is the Series Available Finance Charge Collections Shortfall with respect to Series [•] 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 [•], any Shared Excess Available Finance Charge Collections for each Series in Shared Excess Available Finance Charge
Collections Group [•] 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 [•].


Section 4.10.     
Shared Excess Available Principal Collections.


(a)               
Series [•] shall be included in Shared Excess Available Principal Collections Group [•] 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 [•]
to cover the




    	25



    	 



    

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 [•] 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 [•] with respect to each Monthly
Period shall mean an amount equal to the Series Available Principal Collections Shortfall, if any, with respect to Series [•]
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 [•] 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 [•] 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 [•] for
such Monthly Period and (ii) a fraction, the numerator of which is the Series Available Principal Collections Shortfall with
respect to Series [•] 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 [•], any Shared Excess Available Principal Collections for each Series in Shared Excess Available Principal Collections
Group [•] 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 [•].


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 [•] 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 [•] 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 [•] 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 [•] Notes and acceleration of such Series [•] 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 [•]
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 [•] Notes and acceleration
of such Series [•] 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 [•] 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.     
[Determination of LIBOR.]


[(a)On each LIBOR
Determination Date, the Indenture Trustee shall determine LIBOR for the related Interest Period, which shall be the rate for deposits
in United States dollars for a period equal to one-month (commencing on the first day of such Interest Period) that appears on
Reuters Screen LIBOR01 Page as of 11:00 A.M., London time, on such date; provided, however, that with respect to the first Interest
Period, LIBOR will be the rate




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


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


Section 4.14.     
Sale of Collateral for Series [•] Notes That Are Accelerated or Reach Legal Maturity.


(a)If the Series [•]
Notes have been accelerated pursuant to Section 7.02 of the Indenture following an Event of Default, the Indenture Trustee
may, subject to the conditions specified in Section 4.14(b), and at the direction of the Holders of more than 66 2⁄3%
of the Outstanding Dollar Principal Amount of the Series [•] 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:




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(i)                
the Holders of more than 90% of the aggregate Outstanding Dollar Principal Amount of the Series [•] 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 [•] Notes; or


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


(e)Sale proceeds
received with respect to the Series [•] 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


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




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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 [•] 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 [•] 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 [•] 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 [•] 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 [•] 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 [•] Notes and as a result of which the interests
of the Series [•] 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 [•] Notes evidencing more than 50% of the aggregate unpaid principal
amount of Series [•] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series
[•] Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] 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 [•] 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 [•] 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]




    	33



    	 



    

ARTICLE VI



LEGAL MATURITY; FINAL PAYMENTS


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




    	34



    	 



    

ARTICLE VII



DELIVERY OF SERIES [•] NOTES; DISTRIBUTIONS

AND REPORTS TO SERIES [•] NOTEHOLDERS


Section 7.01.     
Form of Delivery for the Series [•] 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 [•]
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 [•] Notes. The Issuer shall execute and deliver the Series [•]
Notes to the Indenture Trustee for authentication, and the Indenture Trustee shall deliver the Series [•] 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.




    	35



    	 



    

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


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


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


(c)               
On or before the date that is forty-five (45) days after each calendar quarter, beginning with the [•] quarter
of 20[·], the Servicer shall provide to the Paying Agent, and the Paying Agent
on behalf of the Indenture Trustee, shall forward to each Series [•] Noteholder:


(i)                
information with respect to the credit performance of the Series [•] 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




    	36



    	 



    

Series [•] Notes, if applicable,
the remaining balance of the Receivables, and the percentage of each Class of Series [•] Notes in relation to the Series [•]
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 [•]
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 [•] Notes are outstanding, the Paying Agent on behalf of the Indenture Trustee, shall forward to each Series [•]
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 [•] 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 20[·],
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 [•] 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 [•] 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




    	37



    	 



    

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]




    	38



    	 



    

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




    	39



    	 



    

documentation, payments to it under
the 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 would be subject to United States federal withholding tax imposed by FATCA if the recipient
of such payment were to fail to comply with FATCA (including the requirements of Code Sections 1471(b) or 1472(b), as applicable),
such recipient shall deliver to the Issuer, with a copy to the Indenture Trustee, at the time or times prescribed by the Code and
at such time or times reasonably requested by the Issuer or the Indenture Trustee, such documentation prescribed by the Code (including
as prescribed by Code Section 1471(b)(3)(C)(i)) and such additional documentation reasonably requested by the Issuer or the Indenture
Trustee to comply with their respective obligations under FATCA, to determine that such recipient has complied with such recipient’s
obligations under FATCA, or to determine the amount to deduct and withhold from such payment. For these purposes, “FATCA”
means Section 1471 through 1474 of the Code and any regulations or official interpretations thereof (including any revenue ruling,
revenue procedure, notice or similar guidance issued by the U.S. Internal Revenue Service thereunder as a precondition to relief
or exemption from taxes under such Sections, regulations and interpretations), any agreements entered into pursuant to Code Section
1471(b)(1), and including any amendments made to FATCA after the date of this Indenture Supplement.


Section 8.05.     
[RESERVED].


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


Section 8.07.     
Class B Notes. 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]




    	40



    	 



    

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 [•] 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 [•] Noteholders consisting of unpaid interest on each
Series [•] Note and the outstanding principal balance of each Series [•] Note and (iii) deliver notice
to the Series [•] Noteholders of such special distribution date and special distribution.


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


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


(ii)              
The Servicer shall promptly, and no later than one Business Day after such damages have been paid by the FDIC, (A) compute
the amount, if any, required to be withdrawn from available funds in the Accumulation Reserve Account (and, if necessary, the Collection
Account) and transferred to the Principal Funding Account so that the amount on deposit in the




    	41



    	 



    

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 [•] 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]


 




    	42



    	 



    

 


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








 


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



 








	 	U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee and not in its individual capacity
	 	 	 
	 	By: 
	 	 	Name:
Title:



 


 




[Signature Page to Series [•]
Indenture Supplement]


 




    	 



    	 



    

 








 


	ACKNOWLEDGED AND AGREED TO:	 
	 	 
	 BARCLAYS
                          BANK DELAWARE, 


as Servicer


	 
	 	 
	By: 		 
	 	Name:
Title:	 



 





 


[Signature Page to Series [•]
Indenture Supplement]










    	 



    	 



    

EXHIBIT
A-1






FORM OF

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


 


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


  


BY
ITS ACQUISITION OF THIS CLASS A NOTE (OR ANY INTEREST THEREIN), EACH HOLDER SHALL BE DEEMED TO REPRESENT, WARRANT AND COVENANT
(ON THE DATE OF ACQUISITION OF THIS CLASS A NOTE (OR ANY INTEREST HEREIN) AND THROUGHOUT THE PERIOD OF HOLDING THIS CLASS A NOTE
(OR ANY INTEREST HEREIN) THAT EITHER (I) IT IS NOT ACQUIRING THIS CLASS A NOTE (OR INTEREST HEREIN) WITH THE ASSETS OF AN “EMPLOYEE
BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)
THAT IS SUBJECT TO 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 OR A GOVERNMENTAL, NON-U.S.
OR CHURCH PLAN THAT IS SUBJECT TO STATE, LOCAL OR OTHER LAWS THAT IS SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE INTERNAL
REVENUE CODE (“SIMILAR LAW”); OR (II)(A) THIS CLASS A NOTE IS RATED AT LEAST INVESTMENT GRADE OR ITS EQUIVALENT BY
A NATIONALLY




    	A-1-1



    	 



    

RECOGNIZED
STATISTICAL RATING ORGANIZATION AT THE TIME OF PURCHASE OF TRANSFER, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS CLASS
A NOTE WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE
CODE OR A VIOLATION OF SIMILAR LAW. NO CLASS A NOTE HOLDER WILL BE PERMITTED TO TRANSFER THIS CLASS A NOTE TO ANY PERSON OR ENTITY,
UNLESS SUCH PERSON OR ENTITY CAN ITSELF TRUTHFULLY MAKE THE FOREGOING REPRESENTATIONS AND COVENANTS AS PRESENTED IN THIS PARAGRAPH.


 




    	A-1-2



    	 



    

 


	 	INITIAL DOLLAR PRINCIPAL AMOUNT
	REGISTERED	$[•]1
	 	 
	No. R-[•]	CUSIP NO. [•]







BARCLAYS DRYROCK ISSUANCE TRUST


 


CLASS A SERIES [•] [FIXED/FLOATING RATE]
ASSET BACKED NOTE


 


Barclays Dryrock Issuance
Trust (herein referred to as the “Issuer” or the “Trust”), a Delaware statutory trust governed
by the Second Amended and Restated Trust Agreement, dated as of August 1, 2012, as amended and restated as of December 17, 2013,
for value received, hereby promises to pay to CEDE & CO., or registered assigns, subject to the following provisions, a principal
sum of $[•] payable on the [MONTH] [DAY] 2017 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 [MONTH] [DAY] Payment Date (the “Legal Maturity Date”)
in accordance with the Indenture. The Issuer will pay interest on the unpaid principal amount of this Note at the Class A Note
Interest Rate on each Payment Date until the principal amount of this Note is paid in full. Interest on this Note will accrue for
each Payment Date from and including the most recent Payment Date on which interest has been paid to but excluding such Payment
Date or, for the initial Payment Date, from and including the Closing Date to but excluding such Payment Date. Interest will be
computed on the basis of a 360-day year [and the actual number of days elapsed in each interest period][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.


 





 



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




    	A-1-3



    	 



    

 


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


 


 


	 	BARCLAYS DRYROCK ISSUANCE TRUST,

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




 


 


Dated:
[MONTH] [DAY], 20[•]


 




    	A-1-4



    	 



    

INDENTURE
TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


 


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


 





 


	 	U.S. BANK NATIONAL ASSOCIATION,

    as Indenture Trustee
	 	 
	 	By: 	
	 	 	Authorized
    Signatory



 








 


Dated:
[MONTH] [DAY], 20[•]


 




    	A-1-5



    	 



    

BARCLAYS DRYROCK ISSUANCE TRUST


 


CLASS A SERIES [•] [FIXED/FLOATING RATE]
ASSET BACKED NOTE


 


[Reverse of Class A Note]


 


 


This Class A Note is one
of a duly authorized issue of Notes of the Issuer, designated as its Barclays Dryrock Issuance
Trust, Series [•] (the “Series [•] 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 [MONTH][DAY], 20[·] (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 [•] 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 [MONTH] [YEAR] 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-1-6



    	 



    

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 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 [•] Noteholders shall be made (i) by check mailed to each
Series [•] Noteholder (at such Noteholder’s address as it appears in the Note Register), except that with respect to
any Series [•] 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 [•] 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 [•] 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 [•] 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 [•] Notes at a redemption price equal to 100% of the Outstanding Dollar Principal Amount of the Series [•]
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 [•] 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-1-7



    	 



    

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-1-8



    	 



    

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: ____________	______________________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-1-9



    	 



    

EXHIBIT
A-2






FORM OF

CLASS B SERIES [•] [FIXED/FLOATING 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	$[•]3
	 	 
	No. R-[•]	 
	 	CUSIP NO. [•]





 


BARCLAYS DRYROCK ISSUANCE TRUST


 


CLASS B SERIES [•] FIXED/FLOATING RATE]
ASSET BACKED NOTE


 


Barclays
Dryrock Issuance Trust (herein referred to as the “Issuer” or the “Trust”), a Delaware statutory
trust governed by the Second Amended and Restated Trust Agreement, dated as of August 1, 2012, as amended and restated as of December
17, 2013, for value received, hereby promises to pay to Barclays Dryrock Funding LLC, subject to the following provisions, the
principal sum of $[•] payable on the [MONTH] [YEAR] 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 [MONTH] [YEAR] 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.


 





 



3Denominations
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: [MONTH]
[DAY], 20[•] 


 


 




    	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:
[MONTH] [DAY], 20[•]


  




    	A-2-5



    	 



    

BARCLAYS DRYROCK ISSUANCE TRUST


 


CLASS B SERIES [•] [FIXED/FLOATING 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 [•] (the “Series [•] 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 [MONTH][DAY], 20[·] (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 [•] 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 May 2017 Payment Date, but principal with respect to the Class B Notes may be paid earlier or later under certain circumstances
described in the Indenture. If for one or more months during the Controlled Accumulation Period there are not sufficient funds
to deposit the Controlled Deposit Amount into the Principal Funding Account, then to the extent that excess funds are not available
on subsequent Payment Dates with respect to the Controlled Accumulation Period to make up for such shortfalls, the final payment
of principal of the Notes will occur later than the Expected Final Payment Date. Payments
of principal of the Notes shall be payable in accordance with the provisions of the Indenture.


 


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




    	A-2-6



    	 



    

 


On each Payment Date, the
Paying Agent shall distribute to each Class B Noteholder of record on the related Record Date (except
for the final distribution in respect of this Class B Note) such Class B Noteholder’s pro rata share of the
amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest and principal on the Class
B Notes pursuant to the Indenture Supplement. Except as provided in the Indenture
with respect to a final distribution, distributions to Series [•] Noteholders shall be made by (i) check mailed to each
Series [•] Noteholder (at such Noteholder’s address as it appears in the Note Register), except that with respect to
any Series [•] 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 [•] 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
[•] 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 [•] 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 [•] Notes at a redemption price equal to 100% of the Outstanding Dollar Principal Amount of the Series [•]
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 [•] Notes is still outstanding.


 


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



 


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


 


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




    	A-2-7



    	 



    

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 [•]


 


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 [MONTH][DAY], 20[•] (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 [•] 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 [●]


 


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

         

	Transferor Percentage as of the Transferor Amount Measurement Date	[●]%
	Required Transferor Amount Percentage	[●]%







	
        ISSUER ACCOUNT INFORMATION

         

	Barclays Dryrock Issuance Trust Collection Account balance as of the end of monthly period	$[●]
	Barclays Dryrock Issuance Trust Excess Funding Account balance as of end of monthly period	$[●]


 






    	B-1-4



    	 



    

 


 


	
        BARCLAYS DRYROCK ISSUANCE TRUST

         

	Series Name	[•]
	Expected Final Payment Date	[·] [·], 20[·]
	Scheduled start of accumulation period	[·] [·], 20[·]
	Series [•] Stated Principal Amount	$[·]
	Series [•] Allocation Amount	$[·]
	Series [•] Floating Allocation Percentage	[·]%
	Series [•] Principal Allocation Percentage	[·]%
	[Current period USD LIBOR]	[·]%


 


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


 


	
        ALLOCATION OF SERIES [•] AVAILABLE FINANCE CHARGE
        COLLECTIONS

         

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


 


 



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


 


	APPLICATION OF SERIES [•] 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 [•] 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 [•] PRINCIPAL COLLECTIONS DURING EARLY AMORTIZATION PERIOD
	1)  Paid to the Class A Noteholders	$[·]


 



    	B-1-6



    	 



    




 


	2)  Paid
    to the Class B Noteholders	$[·]
	3)  Shared Excess Available Principal Collections available for allocation to other series in Shared Excess Available Principal Collections (Group 1)	$[·]











 


	APPLICATION OF SHARED EXCESS AVAILABLE PRINCIPAL COLLECTIONS ALLOCATED TO SERIES [•]
	1)  Shared Excess Available Principal Collections allocated to Series [•]	$[·]
	2)  Series [•] 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 [•] ACCOUNT INFORMATION
	Accumulation Reserve Account balance	$[·]
	Principal Funding Account balance	$[·]


 


	SERIES [•] 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
[•]


 


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 [MONTH][DAY], 20[•] (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 [•] 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 [·] 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	[Account #]	$[·]
	 	 	 	 
	 	Excess Funding Account (EFA)	[Account #]	$[·]
	 	 	 	 
	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 [•]	 
	 	 	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 [•]	 
	 	 	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 [•]	 
	 	 	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 [•]	 
	 	 	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

        [Account #]
	$[·]	
        Barclays Dryrock Funding LLC

        [Account #]

	
        Collection Account

        [Account #]
	$[·]	
        Excess Funding Account

        [Account #]

	
        Collection Account

        [Account #]
	$[·]	
        Barclays Dryrock Funding LLC

        [Account #]

	
        Collection Account

        [Account #]
	$[·]	
        US Bank National Association

        [Account #]

	
        Collection Account

        [Account #]
	$[·]	
        Barclays Bank Delaware

        [Account #]

	
        Collection Account

        [Account #]
	$[·]	
        Principal Funding Series [·]

        [Account #]

	
        Principal Funding Series [·]

        [Account #]
	$[·]	
        Collection Account

        [Account #]

	
        Principal Funding Series [·]

        [Account #]
	$[·]	
        US Bank National Association

        [Account #]

	
        Collection Account

        [Account #]
	$[·]	
        Principal Funding Series [·]

        [Account #]

	
        Principal Funding Series [·]

        [Account #]
	$[·]	
        Collection Account

        [Account #]

	
        Principal Funding Series [·]

        [Account #]
	$[·]	
        US Bank National Association

        [Account #]

	
        Collection Account

        [Account #]
	$[·]	
        Accumulation Reserve Series
        [·]

        [Account #]

	
        Accumulation Reserve Series
        [·]

        [Account #]
	$[·]	
        Collection Account

        [Account #]



 






    	B-3-3



    	 



    

 


 


	
        Accumulation Reserve Series
        [·]

        [Account #]
	$[·]	
        Owner Trustee

        (to be distributed to Barclays
        Dryrock Funding LLC]

	
        Collection Account

        [Account #]
	$[·]	
        Accumulation Reserve Series
        [·]

        [Account #]

	
        Accumulation Reserve Series
        [·]

        [Account #]
	$[·]	
        Collection Account

        [Account #]

	
        Accumulation Reserve Series
        [·]

        [Account #]
	$[·]	
        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 [·]


 


 


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 [·] Indenture Supplement, dated
as of [MONTH][DAY], 20[·], 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