UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 18, 2014

(as Depositor of the Barclays Dryrock Issuance Trust)

(Exact Name of Registrant as Specified in its Charter)

on behalf of

Barclays Dryrock Issuance Trust

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

September 18, 2014

EXHIBIT INDEX

EXHIBIT 1.1

EXECUTION VERSION

Underwriting Agreement

Barclays Dryrock Issuance Trust

$750,000,000 Class A
Series 2014-3 Fixed Rate Asset Backed Notes

September 12, 2014

Barclays Capital Inc.

745 Seventh Avenue

New York, NY 10019

Ladies and Gentlemen:

The undersigned, Barclays Dryrock Funding LLC (the “Transferor”), proposes to cause Barclays Dryrock Issuance Trust (the “Issuer” or the “Trust”) to issue $750,000,000 (stated principal amount) Class A Series 2014-3 Fixed Rate Asset Backed Notes (the “Class A Notes”) and $164,635,000 (stated principal amount) Class B Series 2014-3 Fixed Rate Asset Backed Notes (the “Class B Notes” and, together with the Class A Notes, the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes.” The Class B Notes are referred to herein as the “Retained Notes” and will be retained by the Transferor (referred to herein as the “Retained Note Transaction”). Barclays Capital Inc., as a representative of the Underwriters (as defined below), may be referred to herein as a “Representative.” The Issuer is a Delaware statutory trust established as Dryrock Issuance Trust and created pursuant to (a) a Trust Agreement, dated as of June 8, 2012, as amended and restated on August 1, 2012, and as further amended and restated on December 17, 2013 (as further amended, restated or otherwise modified from time to time, the “Trust Agreement”), between the Transferor and Wilmington Trust, National Association (the “Owner Trustee”) and (b) the filing of a certificate of trust with the Secretary of State of the State of Delaware on June 8, 2012, as amended by the filing of a certificate of amendment to its certificate of trust (pursuant to which Dryrock Issuance Trust changed its name to Barclays Dryrock Issuance Trust) with the Secretary of State of the State of Delaware on December 17, 2013. The Notes will be issued pursuant to an Indenture, dated as of August 1, 2012, as amended and restated on December 17, 2013 (as further amended, restated or otherwise modified from time to time, the “Master Indenture”), as supplemented by the Series 2014-3 Indenture Supplement thereto, expected to be dated as of September 18, 2014 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”), between the Issuer and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”). The Notes are more fully described in the Registration Statement (as defined below).

The Underwritten Notes will be sold pursuant to this Underwriting Agreement (the “Agreement”), and will represent a debt obligation to be paid from the assets of the Trust. The property of the Trust will include, among other things, receivables (the “Receivables”) generated from time to time in a portfolio of designated credit card accounts (the “Accounts”) owned by Barclays Bank Delaware (the “Bank”). The Receivables have been, and will from time to time be, sold to the Transferor pursuant to a Receivables Purchase Agreement, dated August 1, 2012,

as amended and restated on December 17, 2013 (as further amended, restated or otherwise modified from time to time, the “Receivables Purchase Agreement”), between the Bank and the Transferor. The Receivables have been, and will from time to time be, conveyed by the Transferor to the Issuer pursuant to a Transfer Agreement, dated as of August 1, 2012, as amended and restated on December 17, 2013 (as further amended, restated or otherwise modified from time to time, the “Transfer Agreement”), among the Transferor, the Issuer and the Indenture Trustee. Pursuant to the Servicing Agreement, dated as of August 1, 2012, as amended and restated on December 17, 2013 (as further amended, restated or otherwise modified from time to time, the “Servicing Agreement”), among the Transferor, the Issuer, the Indenture Trustee and the Bank, the Bank has agreed to service the Receivables on behalf of the Issuer and act as administrator for the Issuer, and pursuant to the Seller’s Agreement, dated as of August 1, 2012, as amended and restated on December 17, 2013 (as further amended, restated or otherwise modified from time to time, the “Seller’s Agreement”), between the Bank and the Transferor, the Bank has agreed to provide certain disclosures and complete certain other undertakings with respect to the transactions contemplated by the Transaction Documents to facilitate compliance with the FDIC Rule (as defined below).

The Receivables Purchase Agreement, the Trust Agreement, the Transfer Agreement, the Indenture, this Agreement, the Servicing Agreement and the Seller’s Agreement are each sometimes referred to herein as a “Transaction Document” and collectively, as the “Transaction Documents.” Each capitalized term used, but not defined herein, shall have the meaning specified in the Indenture or the relevant Transaction Document, as applicable.

The Transferor and the Bank hereby agree, severally and not jointly, with the underwriters for the Class A Notes listed on Schedule A hereto (the “Underwriters”) as follows:

1.                  Representations, Warranties and Agreements of the Transferor. The Transferor represents and warrants to, and agrees with, the Underwriters that:

(a)                The Transferor has filed with the Securities and Exchange Commission (the “Commission”), on Form S-3, a registration statement (Registration Nos. 333-197848, 333-197848-01 and 333-197848-02) relating to the Underwritten Notes, including a prospectus and a form of prospectus supplement pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Act”). The Transferor may have filed one or more amendments thereto, each of which has been furnished to the Representative. The Transferor will also file with the Commission a prospectus supplement in accordance with Rule 424(b) under the Act (“Rule 424(b)”). As filed, the registration statement, as amended, the form of prospectus supplement, and any prospectuses or prospectus supplements filed pursuant to Rule 424(b) relating to the Underwritten Notes shall, except to the extent that the Representative shall have agreed in writing to a modification, be in all substantive respects in the form furnished to you prior to the Execution Date (as defined below) or, to the extent not completed as of the Execution Date, shall contain only such specific additional information and other changes (beyond those contained in the latest preliminary prospectus supplement which has previously been furnished to the Underwriters) as the Transferor shall have advised the Underwriters, prior to the Execution Date, will be included or made therein.

For purposes of this Agreement, “Effective Date” means the date and time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission or the most recent effective date as of which the Prospectus (as defined below) is deemed to be part of such registration statement pursuant to Rule 430B under the Act. Such registration statement, as amended as of the Effective Date, and including the exhibits thereto, any material incorporated by reference therein and all information deemed to be part of such registration statement as of the Effective Date pursuant to Rule 430B under the Act, is hereinafter referred to as the “Registration Statement,” and the prospectus supplement (the “Prospectus Supplement”) relating to the Underwritten Notes, as filed with the Commission pursuant to and in accordance with Rule 424(b) is, together with the prospectus filed as part of the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) being hereinafter referred to as the “Base Prospectus”), hereinafter referred to as the “Prospectus.” “Execution Date” shall mean the date and time that this Agreement is executed and delivered by the parties hereto.

Prior to the time the first contract of sale (or, in the event a contract reformation is effective to terminate the existing contract of sale and extinguish any rights thereunder, the time of the first such effective contract reformation) for the Underwritten Notes was entered into, as designated on Schedule A hereto (the “Time of Sale”), the Transferor had prepared a preliminary Prospectus, dated September 10, 2014 (subject to completion) (together with the Ratings Free Writing Prospectus (as defined below) and the Fees Free Writing Prospectus (as defined below), the “Time of Sale Information”). As used herein, “Preliminary Prospectus” means, with respect to any date or time referred to herein, the most recent preliminary Prospectus (as amended or supplemented, if applicable), which has been prepared and delivered by the Transferor to the Underwriters in accordance with the provisions of this Agreement. The conditions of Rule 415 under the Act have been satisfied with respect to the Registration Statement and the Registration Statement has been declared effective by the Commission not more than three years prior to the date hereof.

If, subsequent to the Time of Sale and prior to the Closing Date (as defined below), the Preliminary Prospectus is determined to include an untrue statement of material fact or to omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and the Transferor has prepared and delivered to the Underwriters a Corrected Prospectus (as defined below), and as a result investors in the Underwritten Notes elect to terminate their existing “Contracts of Sale” (within the meaning of Rule 159 under the Act) for any Underwritten Notes, then “Time of Sale Information” will refer to the Ratings Free Writing Prospectus, the Fees Free Writing Prospectus and the information conveyed to investors on the date of entry into the first new Contract of Sale in an amended Preliminary Prospectus approved by the Transferor and the Underwriters that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the date on which such new Contracts of Sale were entered into.

(b)               (i) On the Effective Date and as of the Execution Date, the Registration Statement did or will, and, when the Prospectus was first filed and on the Closing Date, the Prospectus did or will, comply in all material respects with the applicable requirements of the Act and the rules and regulations of the Commission promulgated thereunder (the “Rules and

Regulations”) and the Trust Indenture Act and the rules and regulations thereunder; provided, however, that the Registration Statement does not include the ratings of the Underwritten Notes as required by Items 1103(a)(9) and 1120 of Regulation AB, 17 C.F.R. 229.1103(a)(9) and 17 C.F.R.229.1120, in reliance on the no-action letter provided by the Commission to Ford Motor Credit Company LLC and Ford Credit Auto Receivables II LLC (July 22, 2010), as extended indefinitely by the Commission (November 23, 2010);

(ii)               on the Effective Date and as of the Execution Date, the Registration Statement did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading;

(iii)             at the Time of Sale, the Time of Sale Information did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus);

(iv)             as of its date, the Prospectus, when taken together with the Ratings Free Writing Prospectus and the Fees Free Writing Prospectus, did not, and as of the Closing Date, will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;

(v)               other than the Preliminary Prospectus, the Prospectus and any issuer free writing prospectus, as defined in Rule 433(h) under the Act (an “Issuer Free Writing Prospectus”), relating to the Underwritten Notes in a form agreed to by the parties hereto, including, but not limited to, (i) the Issuer Free Writing Prospectus filed with the Commission on September 10, 2014 that discloses the ratings to be issued on the Underwritten Notes and the approximate fees expected to be paid to each Note Rating Agency (the “Ratings Free Writing Prospectus”) and (ii) the Issuer Free Writing Prospectus filed with the Commission on September 12, 2014 that discloses the fees paid to each Note Rating Agency (the “Fees Free Writing Prospectus”), the Transferor (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Underwritten Notes;

(vi)             (x) any Issuer Free Writing Prospectus will not, as of the date such Issuer Free Writing Prospectus is disseminated, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; (y) any Issuer Free Writing Prospectus shall contain a legend substantially in the form of and in compliance with Rule 433(c)(2)(i) of the Act, and shall otherwise conform to any requirements for “free writing prospectuses” under the Act; and (z) any Issuer Free Writing Prospectus shall be filed with the

Commission pursuant to Rule 433 thereunder in the manner and within the time period required by Rule 433(d)(1); and

(vii)           there is no request by the Commission for any further amendment of the Registration Statement or the Prospectus or for any additional information; the Commission has not issued any stop order suspending the effectiveness of the Registration Statement and the Bank is not aware of any proceeding for that purpose having been instituted or threatened; and there has been no notification with respect to the suspension of the qualification for sale of the Underwritten Notes in any jurisdiction or any proceeding for such purpose having been instituted or threatened;

provided, that the Transferor makes no representation or warranty as to the information contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus in reliance upon and in conformity with the Underwriter Information (as defined below).

(c)                Since the respective dates as of which information is given in the Registration Statement, the Preliminary Prospectus or the Prospectus, (i) there has not been any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, business, management, financial condition, equity interests, results of operations, regulatory situation or business prospects of the Transferor, and (ii) the Transferor has not entered into any transaction or agreement (whether or not in the ordinary course of business) that, in either case, would reasonably be expected to materially adversely affect the interests of the holders of the Underwritten Notes, otherwise than as set forth or contemplated in the Preliminary Prospectus.

(d)               The Transferor (i) is duly formed, validly existing and in good standing under the laws of the jurisdiction in which it is formed, (ii) is qualified to transact business in, and is in good standing under, the laws of each jurisdiction in which its activities require such qualification, and (iii) has, and had at all relevant times, full power, authority and legal right to own its properties and conduct its business as such properties and such business are described in the Registration Statement, the Preliminary Prospectus and the Prospectus and to execute, deliver and perform its obligations under each Transaction Document to which it is a party and to authorize the issuance of the Notes.

(e)                Each Transaction Document to which the Transferor is a party has been duly authorized, executed and delivered by the Transferor, and assuming the due authorization, execution and delivery thereof by the other parties thereto, constitutes a valid and binding obligation of the Transferor enforceable against the Transferor in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is pursuant to a proceeding in equity or at law). As of the Closing Date, the Transaction Documents and the Notes will conform in all material respects to the description thereof contained in the Preliminary Prospectus and the Prospectus.

(f)                The Receivables conform in all material respects with the description thereof contained in the Preliminary Prospectus and the Prospectus.

(g)               None of the transfer of the Receivables to the Issuer by the Transferor, the execution or delivery of any Transaction Document by the Transferor, the consummation of any of the transactions herein or therein contemplated, the consummation of the Retained Notes Transaction, the fulfillment of the terms of any Transaction Document, or the issuance and sale of the Notes will result in the breach of any term or provision of the certificate of formation or LLC agreement of the Transferor or conflict with, result in a material breach, violation or acceleration of, or constitute a default under, the terms of any material indenture or other agreement or instrument to which the Transferor is a party or by which it or its properties is bound or may be affected or any material statute, order or regulation applicable to the Transferor of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Transferor, will result in the creation of any Lien upon any property or assets of the Transferor (other than as contemplated in any Transaction Document) or will violate any requirements of law presently in effect, applicable to it or its properties. The Transferor is not a party to, bound by, or in breach or violation of, any indenture or other agreement or instrument, or subject to, or in violation of, any statute, order or regulation of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over it, that materially and adversely affects the ability of it to perform its obligations under any Transaction Document to which it is a party.

(h)               Other than as set forth or contemplated in the Preliminary Prospectus, there are no charges, investigations, actions, suits, claims or proceedings affecting the Transferor before or by any court, regulatory body, administrative agency, governmental body or arbitrator now pending or, to the best knowledge of the Transferor, threatened that, separately or in the aggregate, would (i) reasonably be likely to have a material adverse effect on (x) the general affairs, business, management, financial condition, equity interests, results of operations, regulatory status or business prospects of the Transferor or (y) the ability of the Transferor to perform its obligations under any Transaction Document to which it is a party, (ii) assert the invalidity of any Transaction Document or any Note, (iii) seek to prevent the issuance, sale or delivery of the Notes or any of the transactions contemplated by any Transaction Document or (iv) seek to affect adversely the federal income tax or ERISA attributes of the Underwritten Notes described in the Preliminary Prospectus.

(i)                 No federal, state or local tax, including intangibles tax or documentary stamp tax, the non-payment of which would result in the imposition of a Lien on the Receivables, is imposed with respect to the conveyance of the Receivables by the Transferor pursuant to any Transaction Document, or in connection with the issuance of the Notes by the Trust, or the holding of such Receivables by the Trust, or in connection with any of the other transactions contemplated by any Transaction Document. Any such taxes, fees and other governmental charges in connection with the execution, delivery and issuance of the Notes or the execution and delivery of this Agreement or any Transaction Document have been or will have been paid by the Transferor at or prior to the Closing Date.

(j)                 As of the Closing Date, the representations and warranties of the Transferor in each Transaction Document to which it is a party will be true and correct in all material respects (except to the extent any such representation or warranties relate to an earlier point in time in which case such representations and warranties are true and correct as of such date).

(k)               Except as required under the Securities Act, the Exchange Act and other applicable securities laws, no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the execution, delivery and performance by the Transferor of, or the compliance by the Transferor with, each Transaction Document to which it is a party, the consummation of the Retained Notes Transaction or the consummation of the transactions contemplated hereby or thereby other than (i) those that have been obtained or made and remain in full force and effect and (ii) without limitation, the filing of Uniform Commercial Code financing statements with respect to the Receivables.

(l)                 At the time of such transfer, the Transferor had good and marketable title to the Receivables being transferred by it to the Issuer or otherwise pursuant to the Transfer Agreement, free and clear of any Liens (other than as contemplated in the Transfer Agreement) and has not and will not have assigned to any Person any of its right, title or interest in such Receivables or the Transaction Documents (other than as contemplated in the Transfer Agreement or the Indenture) or the Notes being issued pursuant to the Indenture; and the Transferor had the power and authority to so transfer such Receivables, and, the Trust and the Indenture Trustee had and, on the Closing Date, will have good and marketable title to, or a first-priority, perfected security interest in, such Receivables, and, upon the delivery to the Underwriters of the Underwritten Notes and payment by the Underwriters of the purchase price therefor on the Closing Date, and the Underwriters will have good and marketable title to the Underwritten Notes, in each case free and clear of any Liens (other than as contemplated in the Transaction Documents).

(m)             The Trust is not, and will not be as a result of the issuance and sale of the Notes, an “investment company” or a company “controlled by” an investment company within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”), and does not rely on Section 3(c)(1) and/or 3(c)(7) of the 1940 Act for its exemption from registration under the 1940 Act.

(n)               The Transferor was not, on the date on which the first bona fide offer (as described in Rule 164(h)(2) of the Act) of the Underwritten Notes was made, an “ineligible issuer” as such term is defined in Rule 405 of the Act.

(o)               The Transferor has provided a written representation to each of the nationally recognized statistical rating organizations hired by the Transferor (collectively, the “Hired NRSROs”), which satisfied the requirements of paragraph (a)(3)(iii) of Rule 17g-5 of the Exchange Act (“Rule 17g-5”), as amended, (the “17g-5 Representation”). The Transferor has complied, and will continue to comply, with the 17g-5 Representation, other than any breach of the 17g-5 Representation that would not have a material adverse effect on the Notes or any breach of the 17g-5 Representation arising from a breach by any of the Underwriters of the representation, warranty and covenant set forth in Section 4.

(p)               No Early Amortization Event, and no event that would become an Early Amortization Event after any applicable grace period has elapsed, exists with respect to any outstanding Series of notes issued by the Issuer and no event has occurred that would constitute

(after the issuance of such notes) an Early Amortization Event or would become an Early Amortization Event after any applicable grace period has elapsed.

2.                  Representations, Warranties and Agreements of the Bank. The Bank represents and warrants to, and agrees with, the Underwriters that:

(a)                It (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, (ii) is qualified to transact business in, and is in good standing under, the laws of each jurisdiction in which its activities require such qualification, and (iii) has, and had at all relevant times, full power, authority and legal right to own its properties and conduct its business as such properties and such business are described in the Registration Statement, the Preliminary Prospectus and the Prospectus, to service the Receivables, to administer the Trust and to execute, deliver and perform its obligations under this Agreement and each Transaction Document to which it is a party.

(b)               Each Transaction Document to which the Bank is a party has been duly authorized, executed and delivered by the Bank, and assuming the due authorization, execution and delivery thereof by the other parties thereto, each such Transaction Document constitutes valid and binding obligations of the Bank, enforceable against the Bank in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is pursuant to a proceeding in equity or at law). As of the Closing Date, each Transaction Document to which the Bank is a party will conform in all material respects to the description thereof contained in the Preliminary Prospectus and Prospectus.

(c)                Other than as set forth or contemplated in the Preliminary Prospectus and the Prospectus, there are no charges, investigations, actions, suits, claims or proceedings affecting the Bank before or by any court, regulatory body, administrative agency, governmental body or arbitrator now pending or, to the best knowledge of the Bank, threatened that, separately or in the aggregate, would (i) reasonably be likely to have a material adverse effect on (x) the general affairs, business, management, financial condition, stockholders’ equity, results of operations, regulatory status or business prospects of the Bank or (y) the ability of the Bank to perform its obligations under any Transaction Document to which it is a party or (ii) assert the invalidity of any Transaction Document to which it is a party or any Note.

(d)               As of the Closing Date, the representation and warranties of the Bank in each Transaction Document to which it is a party will be true and correct in all material respects, as if set forth herein (except to the extent any such representation or warranty relates to an earlier point in time in which case such representation and warranties are true and correct as of such date).

(e)                No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the execution, delivery and performance by the Bank of, or the compliance by the Bank with, any Transaction Document to which it is a party, the consummation of the Retained Notes Transaction or the consummation of the transactions contemplated hereby or thereby other than (i) those that have

been obtained or made and remain in full force and effect and (ii) without limitation, the filing of Uniform Commercial Code financing statements with respect to the Receivables.

(f)                the Bank has not granted, assigned, pledged or transferred and will not grant, assign, pledge or transfer to any Person a security interest in, or any other right, title or interest in, the Receivables, except as provided in the applicable Receivables Purchase Agreement, and agrees to take all action required by such Receivables Purchase Agreement in order to effect the sale of the related Receivables made pursuant to such Receivables Purchase Agreement.

(g)               None of the transfer of the Receivables to the Transferor by the Bank, the execution or delivery of any Transaction Document by the Bank, the consummation of the Retained Notes Transaction, the consummation of any of the transactions herein or therein contemplated, or the fulfillment of the terms of any Transaction Document, will result in the breach of any term or provision of the charter or by-laws of the Bank or conflict with, result in a material breach, violation or acceleration of, or constitute a default under, the terms of any material indenture or other agreement or instrument to which the Bank is a party or by which it or its properties is bound or may be affected or any material statute, order or regulation applicable to the Bank of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Bank or will result in the creation of any Lien upon any property or assets of the Bank (other than as contemplated in any Transaction Document). The Bank is not a party to, bound by, or in breach or violation of, any indenture or other agreement or instrument, or subject to, or in violation of, any statute, order or regulation of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over it, that materially and adversely affects the ability of it to perform its obligations under any Transaction Document to which it is a party.

(h)               The Bank has complied, and will continue to comply, with the 17g-5 Representation, other than any breach of the 17g-5 Representation that would not have a material adverse effect on the Notes or any breach of the 17g-5 Representation arising from a breach by any of the Underwriters of the representation, warranty and covenant set forth in Section 4.

(i)                 No Early Amortization Event, and no event that would become an Early Amortization Event after any applicable grace period has elapsed, exists with respect to any outstanding Series of notes issued by the Issuer and no event has occurred that would constitute (after the issuance of such notes) an Early Amortization Event or would become an Early Amortization Event after any applicable grace period has elapsed.

3.                  Purchase, Sale, Payment and Delivery of Underwritten Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Transferor agrees to cause the Issuer to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Issuer, on or about September 18, 2014, or on such other date as shall be mutually agreed upon by the Transferor and the Underwriters (the “Closing Date”), the amount of Class A Notes set forth in Schedule A opposite the name of such Underwriter. The Class A Notes being purchased by the Underwriters hereunder are to be purchased at a purchase price equal to 99.67237% of the principal amount thereof.

The closing of the sale of the Notes (the “Closing”) shall be held at the offices of Orrick, Herrington & Sutcliffe LLP, 51 West 52^nd Street, New York, New York 10019-6142, on or about 10:00 A.M. (E.S.T.) on the Closing Date. Payment of the purchase price for the Underwritten Notes being sold and purchased hereunder shall be made on the Closing Date by wire transfer of federal or other immediately available funds to the accounts to be designated one Business Day prior to the Closing Date by the Transferor, against delivery of the Underwritten Notes at the Closing on the Closing Date. Each of the Underwritten Notes to be so delivered shall be represented by one or more definitive notes registered in the name of Cede & Co. as nominee for The Depository Trust Company.

4.                  Offering by Underwriters.

(a)                It is understood that, after the Effective Date, the Underwriters propose to offer the Underwritten Notes for sale to the public (which may include selected dealers) as set forth in the Prospectus.

(b)               Other than the Preliminary Prospectus, the Prospectus, the Ratings Free Writing Prospectus and the Fees Free Writing Prospectus, each Underwriter severally represents, warrants and covenants that it has not prepared, made, used, authorized, approved, disseminated or referred to and will not prepare, make, use, authorize, approve, disseminate or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Underwritten Notes, including but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Act unless such Underwriter has obtained the prior written approval of the Transferor; provided, however, that (x) each Underwriter may prepare and convey to one or more of its potential investors one or more “written communications” (as defined in Rule 405 under the Act) containing no more than the following: (i) information contemplated by Rule 134 under the Act and included or to be included in the Preliminary Prospectus or the Prospectus, (ii) the weighted average life, pot/retention allocation, expected settlement date and expected pricing information with respect to the Underwritten Notes or (iii) columns or other entries showing the status of the subscriptions, the expected pricing parameters, the weighted average life or the trade date of the Underwritten Notes (each such communication, an “Underwriter Free Writing Prospectus”) and (y) each Underwriter will be permitted to provide confirmations of sale.

(c)                Each Underwriter severally represents and agrees (i) that it did not enter into any contract of sale for any Underwritten Notes prior to the Time of Sale and (ii) that, during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the Transferor) it will deliver the Preliminary Prospectus to each investor to whom it sells Underwritten Notes at or prior to the time of the contract of sale for such investor.

(d)               Each Underwriter severally represents, warrants and agrees that:

(i)                 each Underwriter Free Writing Prospectus prepared by it will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Underwritten Notes, include any untrue statement of material fact or omit any material fact necessary to make the statements contained therein, when read together with the

Preliminary Prospectus, in light of the circumstances under which they were made, not misleading; provided, however, that no Underwriter makes such representation, warranty or agreement to the extent such misstatements or omissions were the result of any inaccurate information that was included in the Preliminary Prospectus or the Prospectus or any inaccurate information furnished to the Underwriter by the Transferor or the Bank expressly for use therein, which information was not corrected by information subsequently provided by the Transferor or the Bank to the Underwriter reasonably prior to the time of first use of such Underwriter Free Writing Prospectus; and

(ii)               each Underwriter Free Writing Prospectus prepared by it shall contain a legend substantially in the form of and in compliance with the Rules and Regulations of the Act, and shall otherwise conform to any requirements for “free writing prospectuses” under the Act.

(e)                Each Underwriter, severally, represents, warrants and agrees that it will not, at any such time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Act) with respect to the Underwritten Notes, transfer, deposit or otherwise convey any Underwritten Notes into a trust or other type of special purpose vehicle that issues securities or other instruments backed in whole or in part by, or that represents interest in, such Underwritten Notes without the prior written consent of the Transferor, which consent shall not be unreasonably withheld.

(f)                Each Underwriter, severally, represents, warrants and agrees that it has not and will not, directly or indirectly, offer, sell or deliver any of the Underwritten Notes or distribute the Prospectus, Preliminary Prospectus or any other offering material relating to the Underwritten Notes in or from any jurisdiction except under circumstances that will, to the best of its knowledge and belief, result in compliance by it with any applicable laws and regulations thereof and that will, to the best of its knowledge and belief, not impose any obligations on the Transferor except as set forth herein.

(g)               Each Underwriter, severally, represents, warrants and agrees that it has, (i) only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”)) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer or the Transferor, and (ii) complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.

(h)               With respect to each Member State of the European Economic Area which has implemented the Prospectus Directive (as defined below) (each a “Relevant Member State”), each Underwriter, severally, represents, warrants and agrees that with effect from and including the date on which the Prospectus Directive was implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of notes which are the subject of the offering contemplated by the Prospectus to the public in that Relevant Member State other than: (i) to any legal entity which is a “qualified investor” as defined in the Prospectus Directive; (ii) to fewer than 150 natural or legal persons per Relevant Member State (other than qualified investors as defined in the Prospectus

Directive), and in any such instance only with the prior written consent of the relevant underwriter or underwriters nominated by the Issuer or if no such underwriter has been nominated the prior written consent of the Issuer; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of notes shall require the Issuer, the Transferor or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For purposes of this provision, the expression “offer any notes to the public” in relation to any notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State. The expression ‘‘Prospectus Directive’’ means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State. The countries comprising the ‘‘European Economic Area’’ are Austria, Belgium, Bulgaria, Croatia, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and the United Kingdom.

(i)                 Each Underwriter, severally but not jointly, represents and agrees that, (a) it has not delivered, and will not deliver without the prior written consent of the Transferor or BBD, any written Rating Information (as defined below) to a Hired NRSRO or other nationally recognized statistical rating organization and (b) it has not communicated, and will not communicate without the prior written consent of the Transferor or BBD, orally any Rating Information to any Hired NRSRO or other nationally recognized statistical rating organization; provided, for the avoidance of doubt, that if an Underwriter receives an oral communication from a Hired NRSRO or other nationally recognized statistical rating organization, such Underwriter is authorized to inform such Hired NRSRO or other nationally recognized statistical rating organization that it will respond to the oral communication with a designated representative from the Transferor or BBD or refer such Hired NRSRO or other nationally recognized statistical rating organization to the Transferor or BBD, who may respond to the oral communication. For purposes of this paragraph, “Rating Information” means any information, written or oral, provided to a Hired NRSRO that could reasonably be determined to be relevant to (a) determining the initial credit rating for the Underwritten Notes, including information about the characteristics of the Receivables and the legal structure of the Underwritten Notes, and (b) undertaking credit rating surveillance on the Underwritten Notes, including information about the characteristics and performance of the Receivables, in each case as contemplated by Rule 17g5(a)(3)(iii)(C).

5.                  Certain Agreements of the Transferor. The Transferor covenants and agrees with the several Underwriters that:

(a)                Immediately following the execution of this Agreement, the Transferor will prepare a Prospectus Supplement setting forth the amount of Underwritten Notes covered thereby and the terms thereof not otherwise specified in the Base Prospectus, the price at which such Underwritten Notes are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Transferor

shall deem to be appropriate. The Transferor will transmit each of the Preliminary Prospectus and the Prospectus, including such Prospectus Supplement, to the Commission pursuant to Rule 424(b) by a means reasonably calculated to result in a filing that complies with all applicable provisions of Rule 424(b). The Transferor will advise the Underwriters promptly of any such filing pursuant to Rule 424(b).

(b)               The Transferor will advise the Underwriters promptly of (i) any proposal to amend or supplement the Registration Statement, the Preliminary Prospectus or the Prospectus, (ii) any request by the Commission for any amendment of or supplement to the Registration Statement, the Preliminary Prospectus or the Prospectus or for any additional information, (iii) any amendment or supplement to the Registration Statement, the Preliminary Prospectus or the Prospectus, (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threat of any proceeding for that purpose (it being agreed that the Transferor will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible the lifting of any such stop order issued by the Commission) and (v) the receipt by the Transferor of any notification with respect to the suspension of qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes.

(c)                If, at any time when a prospectus relating to the Notes is required to be delivered under the Act (including delivery as contemplated by Rule 172 under the Act), any event occurs as a result of which the Preliminary Prospectus or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Preliminary Prospectus or the Prospectus to comply with the Act, the Transferor promptly will advise the Underwriters thereof and will prepare and file, or cause to be prepared and filed, with the Commission an amendment or supplement which will correct such statement or omission, or an amendment or supplement which will effect such compliance. Any such filing shall not operate as a waiver or limitation on any right of the Underwriters hereunder.

(d)               As soon as practicable, but not later than December 31 of the year following the year in which the Closing Date occurs, the Transferor will cause the Trust to make generally available to Noteholders an earnings statement of the Trust covering a period of at least twelve months beginning after the effective date of the Registration Statement that will satisfy the provisions of Section 11(a) of the Act and Rule 158 promulgated thereunder.

(e)                The Transferor will make available to the Underwriters copies of the Registration Statement (one of which will be signed and will include all exhibits), each related preliminary prospectus or prospectus supplement, the Preliminary Prospectus, the Prospectus and all amendments and supplements to such documents, in each case as soon as available.

(f)                The Transferor will promptly and from time to time take such action as any Underwriter may reasonably request to qualify the Underwritten Notes for offering and sale under the securities laws of such jurisdictions as such Underwriter may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Underwritten

Notes; provided, that in connection therewith the Transferor shall not be required to qualify as a foreign corporation or dealer in securities or to file a general consent to service of process in any particular jurisdiction.

(g)               For a period from the date of this Agreement until the retirement of the Underwritten Notes, the Transferor will make available to you the annual statements of compliance and the annual independent certified public accountants’ reports furnished to the Transferor, the Owner Trustee and the Indenture Trustee pursuant to the Transfer Agreement, as soon as such statements and reports are furnished to the Transferor, the Owner Trustee and the Indenture Trustee.

(h)               So long as any Underwritten Note is outstanding and upon your request, the Transferor will make available to the Underwriters (i) as soon as practicable after the end of the fiscal year all documents required to be distributed to Noteholders or filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any order of the Commission thereunder and (ii) from time to time, any other information concerning the Transferor or the Trust filed with any government or regulatory authority that is otherwise publicly available.

(i)                 To the extent, if any, that the rating provided with respect to the Underwritten Notes by any nationally recognized statistical rating organization is conditional upon the furnishing of documents or the taking of any other actions by the Transferor, the Transferor shall use its best efforts to furnish such documents and take any such other actions unless (a) the furnishing of such documents or the taking of any such action is first required by such nationally recognized statistical rating organization after the Execution Date and (b) doing so would have a material adverse effect upon the Transferor.

(j)                 With reference to the provisions of Article 405(1) of the Capital Requirements Regulation (Regulation (EU) No 575/2013 of the European Parliament and the Council of June 26, 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012) (“CRR”) and Article 51 of Regulation (EU) No 231/2013 (the ‘‘AIFM Regulation’’) implementing the European Union’s Alternative Investment Fund Manager’s Directive:, the Transferor undertakes that: (i) as “originator” for purposes of the CRR and the AIFM Regulation, it will retain, on an ongoing basis, a material net economic interest which, in any event, is not less than 5% of the securitized exposures, in the form of an originator’s interest as provided in option (b) of that Article 405(1) and of that Article 51, by holding all or part of the Transferor’s Interest; (ii) this form of retention will not change while the Notes are outstanding, except under exceptional circumstances in accordance with Article 405(1) of the CRR; and (iii) the retained interest will not be subject to any credit risk mitigation, any short position or any other hedge if, as a result, the Transferor would not retain that 5% net economic interest.

6.                  Certain Agreements of the Bank. The Bank agrees with the Underwriters that to the extent, if any, that the rating provided with respect to the Underwritten Notes by any nationally recognized statistical rating organization is conditional upon the furnishing of documents or the taking of any other actions by the Bank, the Bank shall use its best efforts to furnish such documents and take any such other actions unless (a) the furnishing of such documents or the

taking of any such action is first required by such nationally recognized statistical rating organization after the Execution Date and (b) doing so would have a material adverse effect upon the Bank.

7.                  Payment of Expenses. Whether or not the transactions contemplated hereunder are consummated, the Transferor will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the printing of the Preliminary Prospectus and the Prospectus and of each amendment or supplement thereto, (ii) the preparation of this Agreement and each Transaction Document, (iii) the preparation, issuance and delivery of the Underwritten Notes to the Underwriters, (iv) the fees and disbursements of the counsel to the Transferor and the fees and disbursements of the Transferor’s accountants, (v) the qualification of the Underwritten Notes under securities laws in accordance with the provisions of Section 5(f), including filing fees in connection with the preparation of any blue sky and legal investment survey, (vi) the printing and delivery to the Underwriters of copies of the Preliminary Prospectus and the Prospectus and of each amendment or supplement thereto, (vii) the preparation and filing of the Registration Statement and all amendments thereto, (viii) the printing and delivery to the Underwriters of copies of any blue sky or legal investment survey prepared in connection with the Underwritten Notes and any supplements thereto, (ix) any fees charged by each Note Rating Agency for the rating of the Underwritten Notes, (x) the fees and expenses, if any, incurred with respect to any filing with the National Association of Securities Dealers, Inc., (xi) the fees and expenses of the Owner Trustee and its counsel, and (xii) the fees and expenses of the Indenture Trustee and its counsel.

8.                  Conditions of the Obligations of each Underwriter. The obligations of each Underwriter to purchase, and to pay for, the Underwritten Notes will be subject to the accuracy of the representations and warranties of the Transferor and the Bank set forth herein as of the date hereof and the Closing Date, to the accuracy of the statements of officers of the Transferor and the Bank made pursuant hereto or in connection herewith, to the performance by the Transferor and the Bank of its obligations hereunder, and to the following additional conditions precedent:

(a)                The Preliminary Prospectus, the Prospectus, the Prospectus Supplement and each supplement thereto shall have been filed (if required) with the Commission in accordance with the Act and the Rules and Regulations and Section 1 hereof, and, as of the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been instituted or, to the knowledge of the Transferor or the Underwriters, shall be contemplated by the Commission or by any authority administering any state securities or “blue sky” laws.

(b)               On or prior to the Closing Date, the Underwriters shall have received letters, dated as of the date of the Preliminary Prospectus and as of the date of the Prospectus and addressed to the Underwriters, from PricewaterhouseCoopers LLP, certified public accountants, confirming that they are independent public accountants within the meaning of the Act and the applicable published Rules and regulations thereunder, substantially in the form of the draft to which the Underwriters have previously agreed and otherwise in form and substance satisfactory to the Underwriters.

(c)                Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Trust, the Transferor or the Bank that, in the judgment of the Underwriters (after consultation with the Transferor), materially impairs the market for or investment quality of the Underwritten Notes or makes it impractical or inadvisable to market the Underwritten Notes; (ii) any suspension or limitation on trading in securities generally on the New York Stock Exchange; (iii) any suspension generally or material limitation of trading of any securities of the Bank, the Transferor or any Affiliate of the Bank or the Transferor on any exchange or in the over-the-counter market; (iv) any banking moratorium declared by Federal or State of New York or other applicable state authorities; (v) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; or (vi) any outbreak or escalation of hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, or emergency would make it impractical or inadvisable to proceed with completion of the sale of and payment for the Underwritten Notes.

(d)               At the Closing Date, the Transferor and the Bank shall have furnished to the Representative certificates of an executive officer of the Transferor or the Bank, as applicable, as to the accuracy of the representations and warranties of the Transferor or the Bank, as applicable, herein at and as of the Closing Date, as to the performance by the Transferor or the Bank, as applicable, of all of its obligations hereunder to be performed at or prior to the Closing Date, as to receipt of a confirmation letter that satisfies the Note Rating Agency Condition with respect to Moody’s, and as to such other matters as the Representative may reasonably request.

(e)                General Counsel for each of the Bank and the Transferor shall have furnished to the Underwriters one or more written opinions, addressed to the Underwriters and dated the Closing Date, in form and substance satisfactory to the Underwriters, substantially to the effect that:

(i)                 The Bank has been duly incorporated and is validly existing and in good standing under the laws of the jurisdiction in which it is organized, with full power and authority (corporate and other) to own its properties and conduct its business, as presently owned and conducted by it, and to enter into and perform its obligations under any Transaction Document to which it is a party, and has had at all times the power, authority and legal right to acquire, own and transfer the Receivables as contemplated by the Receivables Purchase Agreement;

(ii)               The Bank (a) is duly qualified to do business and is in good standing in the jurisdiction in which it is organized, and under applicable laws, as they are currently interpreted and enforced, has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such licenses or approvals would materially and adversely affect the enforceability of any Receivable or would adversely affect the ability of the Bank to perform its obligations under any Transaction Document to which it is a party and (b) without limiting the foregoing, has the corporate power and authority to carry on its business as described in the Prospectus and own and operate its property in connection therewith;

(iii)             The Transferor has been duly formed and is validly existing and in good standing under the laws of the jurisdiction in which it is organized, with full power and authority (limited liability company and other) to own its properties and conduct its business, as presently owned and conducted by it, and to enter into and perform its obligations under any Transaction Document to which it is a party, and has had at all times the power, authority and legal right to acquire, own and transfer the Receivables as contemplated by the Transaction Documents;

(iv)             The Transferor (a) is duly qualified to do business and is in good standing in the jurisdiction in which it is organized, and under applicable laws, as they are currently interpreted and enforced, has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such licenses or approvals would materially and adversely affect the enforceability of any Receivable or would adversely affect the ability of the Transferor to perform its obligations under any Transaction Document to which it is a party and (b) without limiting the foregoing, has the limited liability company power and authority to carry on its business as described in the Prospectus and own and operate its property in connection therewith;

(v)               Each of this Agreement and the other Transaction Documents to which the Transferor is a party has been duly authorized, executed and delivered by the Transferor and the Trust Agreement constitutes the legal, valid and binding agreement of the Transferor, enforceable against it in accordance with its terms, subject, as to enforceability, to (1) limitations imposed by bankruptcy, insolvency, reorganization, liquidation, arrangement, fraudulent conveyance, moratorium, receivership, conservatorship, readjustment of debts, creditors’ rights or other laws relating to or affecting the rights of creditors generally; (2) rights to indemnification and contribution which may be limited by applicable law and equitable principles or otherwise unenforceable as against public policy; (3) the unenforceability under certain circumstances of provisions imposing penalties, forfeiture, late payment charges, or an increase in interest rate upon delinquency in payment or the occurrence of any event of default; and (4) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief, regardless of whether such enforceability is considered in a proceeding in equity or at law;

(vi)             Each of this Agreement and the other Transaction Documents to which the Bank is a party has been duly authorized by the board of directors of the Bank or its loan committee, executed and delivered by the Bank and the LLC Agreement (as defined below) constitutes the legal, valid and binding agreement of the Bank, enforceable against it in accordance with its terms, subject, as to enforceability, to (1) limitations imposed by bankruptcy, insolvency, reorganization, liquidation, arrangement, fraudulent conveyance, moratorium, receivership, conservatorship, readjustment of debts, creditors’ rights or other laws relating to or affecting the rights of creditors generally; (2) rights to indemnification and contribution which may be limited by applicable law and equitable principles or otherwise unenforceable as against public policy; (3) the unenforceability under certain circumstances of provisions imposing penalties, forfeiture, late payment charges, or an increase in interest rate upon delinquency in payment or the occurrence of any event of default; and (4) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief, regardless of whether such enforceability is considered in a proceeding in equity or at law;

(vii)           Neither the execution and delivery by the Transferor of the Transaction Documents to which the Transferor is a party nor the performance by the Transferor of the transactions therein contemplated nor the fulfillment of the terms thereof does or will result in any material violation of any statute or regulation, or any order or decree of any court or governmental authority binding upon the Transferor or its property, or conflict with, or result in a material breach or violation of any term or provision of, or result in a default under any of the terms and provisions of, its certificate of formation or LLC agreement, or materially conflict with, or result in a material breach or violation of any term or provision of, or result in a material default under any of the terms and provisions, of any indenture, loan agreement or other material agreement to which the Transferor is a party or by which the Transferor is bound;

(viii)         Neither the execution and delivery by the Bank of the Transaction Documents to which such Bank is a party nor the performance by such Bank of the transactions therein contemplated nor the fulfillment of the terms thereof does or will result in any material violation of any statute or regulation, or any order or decree of any court or governmental authority binding upon such Bank or its property, or conflict with, or result in a material breach or violation of any term or provision of, or result in a default under any of the terms and provisions of, its articles of organization, articles of association, or materially conflict with, or result in a material breach or violation of any term or provision of, or result in a material default under any of the terms and provisions, of any indenture, loan agreement or other material agreement to which such Bank is a party or by which such Bank is bound;

(ix)             After due investigation, there are no legal or governmental proceedings pending to which the Transferor is a party or to which any property of the Transferor is subject that, individually or in the aggregate, (i) would have a material adverse effect on the ability of the Transferor to perform its obligations under any Transaction Document to which the Transferor is a party, (ii) assert the invalidity of any Transaction Document or the Notes, (iii) seek to prevent the issuance, sale or delivery of the Notes or the transactions contemplated by any Transaction Document or (iv) seek to affect adversely the federal income tax or ERISA attributes of the Notes described in the Preliminary Prospectus or Prospectus;

(x)               After due investigation, there are no legal or governmental proceedings pending to which the Bank is a party or to which any property of the Bank is subject that, individually or in the aggregate, (i) would have a material adverse effect on the ability of the Bank to perform its obligations under any Transaction Document to which the Bank is a party, (ii) assert the invalidity of any Transaction Document or the Notes, (iii) seek to prevent the issuance, sale or delivery of the Notes or the transactions contemplated by any Transaction Document or (iv) seek to affect adversely the federal income tax or ERISA attributes of the Notes described in the Preliminary Prospectus or Prospectus;

(xi)             Such counsel has not independently verified the accuracy, completeness or fairness of the information contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. However, based upon discussion with the Transferor and the Bank, their accountants and others, no facts have come to the attention of such counsel that cause it to believe that the Registration Statement, as of the Effective Date (except for the financial statements, financial schedules and other financial and statistical data included therein as to which such counsel expresses no view), contained any untrue statement of a material fact or

omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Preliminary Prospectus, taken together with the Ratings Free Writing Prospectus and the Fees Free Writing Prospectus, as of the Time of Sale, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or that the Prospectus (as amended on or prior to the Closing Date), taken together with the Ratings Free Writing Prospectus and the Fees Free Writing Prospectus, as of its date and at the Closing Date contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel expresses no view as to the financial statements, financial schedules, and other financial and statistical data included in the Preliminary Prospectus or the Prospectus or, in the case of the Preliminary Prospectus, the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus). References to the Preliminary Prospectus or the Prospectus in this paragraph include any amendments or supplements thereto.

(f)                Orrick, Herrington & Sutcliffe LLP and Morris, Nichols, Arsht & Tunnell LLP, special UCC counsel for the Transferor and the Bank, shall have furnished to the Underwriters written opinions, addressed to the Underwriters and dated the Closing Date, in form and substance satisfactory to the Underwriters, with respect to certain matters relating to the (i) the transfer of the Receivables to the Transferor, with respect to the perfection of the Transferor’s interest in the Receivables and with respect to other related matters and (ii) the transfer of the Receivables to the Trust, with respect to the perfection of the interest of the Trust and the Indenture Trustee in the Receivables and with respect to other related matters.

(g)               Orrick, Herrington & Sutcliffe LLP, special counsel for the Bank, the Transferor and the Issuer, shall have furnished to the Underwriters a written opinion, addressed to the Underwriters and dated the Closing Date, in form and substance satisfactory to the Underwriters, substantially to the effect that:

(i)                 The Indenture has been duly qualified under the Trust Indenture Act of 1939 (the “TIA”), and complies as to form with the TIA and the rules and regulations of the Commission.

(ii)               Each of the Transferor and the Trust is not now, and immediately following the issuance of the Notes pursuant to the Indenture will not be, required to be registered as an “investment company” under the 1940 Act. The Trust does not rely on Section 3(c)(1) and/or 3(c)(7) for its exemption from registration as an “investment company” under the 1940 Act.

(iii)             The Transaction Documents and the Notes conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and the Prospectus.

(iv)             The statements in the Base Prospectus under the headings “Prospectus Summary – ERISA Eligibility” and “Benefit Plan Investors” and the Prospectus Supplement under the heading “Prospectus Supplement Summary – ERISA Considerations,” to the extent

that they constitute statements of matters of law or legal conclusions with respect thereto, have been reviewed by such counsel and are correct in all material respects.

(v)               Subject to the discussion in the Preliminary Prospectus and the Prospectus under the heading “Federal Income Tax Consequences,” for federal income tax purposes, (a) the Underwritten Notes will properly be characterized as indebtedness and (b) the issuance of the Underwritten Notes will not (i) adversely affect the tax characterization as debt of any Outstanding Series or Class of Notes that were characterized as debt at the time of their issuance, (ii) cause the Trust to be classified as an association (or publicly traded partnership) taxable as a corporation or (iii) cause or constitute an event in which gain or loss would be recognized by any Holder of any Outstanding Series or Class of Notes that were characterized as debt at the time of their issuance. Statements in the Prospectus under the headings “Prospectus Summary—Tax Status” (to the extent relating to federal income tax consequences) and “Federal Income Tax Consequences,” to the extent they constitute statements of matters of law or legal conclusions with respect thereto, have been prepared or reviewed by us and are correct in all material respects.

(vi)             When the Underwritten Notes have been duly executed and delivered by the Issuer, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the holder of record of any Underwritten Note will be entitled to the benefits afforded by the Indenture, and the Underwritten Notes will constitute the valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to (1) limitations imposed by bankruptcy, insolvency, reorganization, liquidation, arrangement, fraudulent conveyance, moratorium, receivership, conservatorship, readjustment of debts, creditors’ rights or other laws relating to or affecting the rights of creditors generally; (2) rights to indemnification and contribution which may be limited by applicable law and equitable principles or otherwise unenforceable as against public policy; (3) the unenforceability under certain circumstances of provisions imposing penalties, forfeiture, late payment charges, or an increase in interest rate upon delinquency in payment or the occurrence of any event of default; and (4) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief, regardless of whether such enforceability is considered in a proceeding in equity or at law;

(vii)           The Transaction Documents to which the Issuer is a party constitutes the valid and binding agreement of the Issuer, enforceable against the Issuer in accordance with its terms, subject to (1) limitations imposed by bankruptcy, insolvency, reorganization, liquidation, arrangement, fraudulent conveyance, moratorium, receivership, conservatorship, readjustment of debts, creditors’ rights or other laws relating to or affecting the rights of creditors generally; (2) rights to indemnification and contribution which may be limited by applicable law and equitable principles or otherwise unenforceable as against public policy; (3) the unenforceability under certain circumstances of provisions imposing penalties, forfeiture, late payment charges, or an increase in interest rate upon delinquency in payment or the occurrence of any event of default; and (4) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief, regardless of whether such enforceability is considered in a proceeding in equity or at law;

(viii)         The Transaction Documents to which the Bank or the Transferor is a party constitutes the valid and binding agreement of each such party, enforceable against each such party in accordance with its terms, subject to (1) limitations imposed by bankruptcy, insolvency, reorganization, liquidation, arrangement, fraudulent conveyance, moratorium, receivership, conservatorship, readjustment of debts, creditors’ rights or other laws relating to or affecting the rights of creditors generally; (2) rights to indemnification and contribution which may be limited by applicable law and equitable principles or otherwise unenforceable as against public policy; (3) the unenforceability under certain circumstances of provisions imposing penalties, forfeiture, late payment charges, or an increase in interest rate upon delinquency in payment or the occurrence of any event of default; and (4) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief, regardless of whether such enforceability is considered in a proceeding in equity or at law;

(ix)             The Registration Statement has become effective under the Act, and the Preliminary Prospectus and the Prospectus have been filed with the Commission pursuant to Rule 424(b) thereunder in the manner and within the time period required by Rule 424(b). To the best of such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement or the Prospectus and no proceedings for that purpose have been instituted or are contemplated by the Commission.

(x)               The execution and delivery by each of the Bank, the Issuer and the Transferor of this Agreement and the Transaction Documents to which it is a party, does not, and the consummation by each of the Bank, the Issuer and the Transferor of the transactions contemplated thereby to occur on the Closing Date will not, require any consent, authorization or approval of, the giving of notice to or registration, order, filing, qualification, license or permit of or with any court or governmental entity, except such as may have been made and such as may be required under the Federal securities laws, the blue sky laws of any jurisdictions or the Uniform Commercial Code of any state.

(xi)             The Registration Statement, as of the Effective Date (including the Prospectus, as included in the Registration Statement pursuant to Rule 430B(f)(1) and (2) under the Act, as of such Effective Date), complied as to form in all material respects with the requirements of the Act and the Rules and Regulations under the Act, except that such counsel need not express any opinion as to the financial or statistical data included therein or excluded therefrom or the exhibits to the Registration Statement and, except as and to the extent set forth in paragraphs (vii) and (viii), such counsel does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus.

(xii)           If the FDIC were to be appointed as a conservator or receiver for Bank pursuant to Section 11(c) of the of the Federal Deposit Insurance Act, as amended, 12 U.S.C. § 1811 et seq., and the matter were properly briefed and presented to a federal court with jurisdiction over such conservatorship or receivership, the court, exercising reasonable judgment after full consideration of all relevant factors, would hold that the Receivables and the Notes would be entitled to the treatment set forth in Section 360.6(d)(4) of the FDIC regulation entitled

“Treatment of financial assets transferred in connection with a securitization or participation,” 12 CFR § 360.6, as amended in September 2010 (the “FDIC Rule”).

Such counsel also shall state that they have participated in conferences with representatives of the Transferor, the Bank, their counsel, their accountants and you concerning the Registration Statement, the Preliminary Prospectus and the Prospectus and have considered the matters required to be stated therein and the statements contained therein, although they are not independently verifying the accuracy, completeness or fairness of such statements (except as described in paragraphs (iv) and (v) above). Based upon and subject to the foregoing, nothing has come to such counsel’s attention to cause such counsel to believe that (a) the Registration Statement, when taken together with the Ratings Free Writing Prospectus and the Fees Free Writing Prospectus, as of the Effective Date (except for the exhibits thereto, the financial statements, the financial schedules and other financial, accounting and statistical data included therein or omitted therefrom as to which such counsel expresses no view), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, (b) the Preliminary Prospectus, when taken together with the Ratings Free Writing Prospectus and the Fees Free Writing Prospectus, as of the Time of Sale, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or (c) that the Prospectus (as amended on or prior to the Closing Date), as of its date or at the Closing Date, when taken together with the Ratings Free Writing Prospectus and the Fees Free Writing Prospectus, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel expresses no view as to the financial statements, financial schedules, and other financial and statistical data included in the Preliminary Prospectus or the Prospectus or, in the case of the Preliminary Prospectus, the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus). References to the Preliminary Prospectus or the Prospectus in this paragraph include any amendments or supplements thereto.

(h)               The Underwriters shall have received from Mayer Brown LLP, counsel to the Underwriters, a written opinion, dated the Closing Date, with respect to such matters as the Representative may require (and the Transferor and the Bank shall furnish to such counsel all documents requested for the purpose of enabling it to pass upon such matters).

(i)                 Dorsey & Whitney LLP, counsel to the Indenture Trustee, shall have furnished to the Underwriters a written opinion, addressed to the Underwriters and dated the Closing Date, in form and substance satisfactory to the Underwriters, substantially to the effect that:

(i)                 The Indenture Trustee has been duly organized and is validly existing as a national banking association, in good standing under the laws of the United States of America with full power and authority (corporate and other) to own its properties and conduct its business, as presently conducted by it, and to enter into and perform its obligations under the Indenture and the Transfer Agreement.

(ii)               Each Transaction Document to which the Indenture Trustee is a party has been duly authorized, executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding obligations of the Indenture Trustee enforceable against the Indenture Trustee in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(iii)             The Indenture Trustee has duly authenticated and delivered the Notes on the Closing Date.

(iv)             Neither the execution nor delivery by the Indenture Trustee of each Transaction Document to which the Indenture Trustee is a party nor the consummation of any of the transactions contemplated thereby require the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to, any governmental authority or agency under any existing federal law of the United States of America, or the State of New York, governing the banking or trust powers of the Indenture Trustee.

(v)               The execution and delivery of any of the Transaction Documents to which the Indenture Trustee is a party and the performance by the Indenture Trustee of their terms does not conflict with or result in a violation of (A) any federal law or regulation of the United States of America, or of the State of New York, governing the banking or trust powers of the Indenture Trustee, (B) the Articles of Association or ByLaws of the Indenture Trustee, or (C) to the best of such counsel’s knowledge, any indenture, lease, or material agreement to which the Indenture Trustee is a party or to which its assets are subject.

(vi)             To the best of such counsel’s knowledge, there are no actions, proceedings or investigations pending or threatened against the Indenture Trustee before any court, administrative agency or tribunal (a) asserting the invalidity of the Notes or any of the Transaction Documents to which the Indenture Trustee is a party, (b) seeking to prevent the issuance of the Notes or consummation of any of the transactions contemplated by the Notes or the Transaction Documents to which the Indenture Trustee is a party or (c) that might materially and adversely affect the performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, the Notes or any of the Transaction Documents to which the Indenture Trustee is a party.

(vii)           The execution, delivery and performance by the Indenture Trustee of each Transaction Document to which the Indenture Trustee is a party and the performance by the Indenture Trustee of their terms will not, to the best of such counsel’s knowledge, result in the creation or imposition of any lien, charge or encumbrance upon the Collateral (other than a lien created by the Indenture) or upon the Notes.

(j)                 Richards, Layton & Finger, P.A., counsel to the Owner Trustee, shall have furnished to the Underwriters a written opinion, addressed to the Underwriters and dated the Closing Date, in form and substance satisfactory to the Underwriters, substantially to the effect that:

(i)                 Wilmington Trust, National Association (“WTNA”) is a national banking association under the laws of the United States and has the power and authority to execute, deliver and perform the Trust Agreement.

(ii)               The Trust Agreement has been duly authorized, executed and delivered by WTNA and constitutes a legal, valid and binding agreement of WTNA, enforceable against WTNA, in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, moratorium, reorganization, receivership, fraudulent transfer and similar laws relating to or affecting the rights and remedies of creditors generally, (b) principles of equity, including applicable law relating to fiduciary duties (regardless of whether considered and applied in a proceeding in equity or at law), (c) applicable public policy with respect to rights of indemnification or contribution and (d) judicial imposition of an implied covenant of good faith and fair dealing.

(iii)             Neither the execution, delivery and performance by WTNA of the Trust Agreement, nor the consummation of any of the transactions by WTNA contemplated thereby, requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any court or governmental authority or agency under the laws of the State of Delaware or the federal laws of the United States of America governing the trust powers of WTNA, other than the filing of the certificate of trust with the Secretary of State of the State of Delaware pursuant to the Trust Agreement.

(iv)             Neither the execution, delivery and performance by WTNA of the Trust Agreement, nor the consummation of any of the transactions by WTNA contemplated thereby, nor compliance with the terms thereof, is in violation of the articles of association or by-laws of WTNA or of the laws of the State of Delaware or of the federal laws of the United States of America governing the trust powers of WTNA.

(k)               Morris, Nichols, Arsht & Tunnell LLP, special Delaware counsel to the Bank, the Transferor and the Issuer, shall have furnished to the Underwriters a written opinion, addressed to the Underwriters and dated the Closing Date, in form and substance satisfactory to the Underwriters, substantially to the effect that:

(i)                 The Trust has been duly created and is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (referred to in this subsection (k) as the “Statutory Trust Act”).

(ii)               The Trust Agreement constitutes a legal, valid and binding obligation of each of the Transferor and the Owner Trustee, enforceable against each of the Transferor and the Owner Trustee in accordance with its terms, provided that such counsel expresses no opinion with respect to the enforceability of (a) any other document referenced or incorporated by reference in the Trust Agreement (other than the LLC Agreement (as defined below) to the extent addressed by the opinion in Section 8(k)(xxiii) below), (b) any purported waiver or consent granted by the Transferor or the Owner Trustee pursuant to the Trust Agreement except to the extent the Transferor or the Owner Trustee, as applicable, may so waive or consent and has effectively so waived or consented in accordance with applicable law, or (c) the Trust

Agreement against or with respect to any person or entity that is not a party thereto, and further, such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, receivership, fraudulent conveyance, moratorium or other laws of general application relating to or affecting the enforcement of creditors’ rights and remedies, as from time to time in effect, (B) application of equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law), (C) considerations of public policy or the effect of applicable law relating to fiduciary duties and (D) principles of course of dealing or course of performance and standards of good faith, fair dealing, materiality and reasonableness that may be applied by a court to the exercise of rights and remedies.

(iii)             The Trust has requisite statutory trust power and authority under the Trust Agreement and the Statutory Trust Act to execute, deliver and perform each of the Transaction Documents to which the Trust is a party, to issue the Notes and to grant the Trust Estate (as defined in the Indenture) to the Indenture Trustee as security for the Notes.

(iv)             Upon the due execution and delivery by the Owner Trustee or the Beneficiary (as defined in the Trust Agreement), in each case acting for and on behalf of the Trust, of the Transaction Documents to which the Trust is a party and the Notes, the Transaction Documents to which the Trust is a party and the Notes will have been duly authorized, executed and delivered by the Trust.

(v)               No consent, approval or withholding of objection on the part of, notice to, or filing, registration or qualification with, or other action by, any governmental authority of the State of Delaware is required for the execution, delivery and performance by the Trust of the Transaction Documents to which the Trust is a party or the Notes (other than filings that may be required in order to perfect the security interest granted thereunder).

(vi)             The execution and delivery by the Trust of the Transaction Documents to which the Trust is a party and the Notes, and the performance of its obligations thereunder, do not violate the Trust Agreement or any law, rule or regulation of the State of Delaware applicable to the Trust.

(vii)           Under Section 3805(b) of the Statutory Trust Act, no creditor of the Beneficiary shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of the Trust Agreement.

(viii)         Under Section 3808(a) and (b) of the Statutory Trust Act, the Trust may not be terminated or revoked by the Beneficiary, and the dissolution, termination or bankruptcy of the Beneficiary shall not result in the termination or dissolution of the Trust, except to the extent otherwise provided in the Trust Agreement.

(ix)             The Owner Trustee is not required to hold legal title to the Trust Estate in order for the Trust to qualify as a statutory trust under the Statutory Trust Act.

(x)               There is no stamp, documentary or other excise tax imposed by the State of Delaware upon the perfection of a security interest granted by the Trust in any Receivable and the proceeds (as defined in Section 9-102(a)(64) of the Delaware UCC) thereof.

(xi)             There is no stamp, documentary or other excise tax imposed by the State of Delaware upon the transfer of any Receivable or the proceeds (as defined in Section 9-102(a)(64) of the Delaware UCC) thereof to or from the Trust.

(xii)           The corpus of the Trust is not subject to any personal property or similar ad valorem tax imposed by the State of Delaware.

(xiii)         For Delaware income tax purposes, the Trust will not be treated as an entity subject to tax and Noteholders, not otherwise subject to Delaware income tax, will not become subject to Delaware income tax merely by reason of their ownership of the Notes, together with such other opinions related thereto as the Underwriters reasonably request.

(xiv)         There is no stamp, documentary or other excise tax imposed by the State of Delaware upon the Notes.

(xv)           There is no income tax imposed by New Castle County, Delaware, upon the Trust and New Castle County, Delaware, is prohibited by the laws of the State of Delaware from imposing a personal property tax upon or measured by the corpus of the Trust.

(xvi)         Based solely on the Trust Agreement, the Beneficiary is the sole beneficial owner of the Trust.

(xvii)       If the FDIC were to be appointed as a conservator or receiver for the Bank pursuant to § 131(c) of the Delaware Banking Law (as defined below), a court of the State of Delaware interpreting the Delaware law governing banks, 5 Del. C. § 101 et seq. (the “Delaware Banking Law”) and, to the extent applicable, the Delaware ABS Facilitation Act would hold that the Delaware Banking Law and, to the extent applicable, the Delaware ABS Facilitation Act would not cause any transfer of Receivables to the Transferor under the Receivables Purchase Agreement to constitute a transfer subject to avoidance by the FDIC.

(xviii)     The Transferor is a duly formed and validly existing limited liability company in good standing under the laws of the State of Delaware.

(xix)         The Transferor has requisite limited liability company power and authority under the Second Amended and Restated Limited Liability Company Agreement of Barclays Dryrock Funding LLC, dated as of December 17, 2013 (the “LLC Agreement”) and the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (the “Delaware LLC Act”) to execute and deliver each of the Transaction Documents to which it is a party and to perform its obligations thereunder.

(xx)           The Transaction Documents to which the Transferor is a party have been duly authorized, executed and delivered by the Transferor.

(xxi)         The execution and delivery by the Transferor of the Transaction Documents to which it is a party, and the performance of its obligations thereunder, do not violate (i) the Certificate of Formation of the Transferor, filed in the Office of the Secretary of State of the State of Delaware on June 7, 2012, as amended by the Certificate of Amendment, filed in the Office of the Secretary of State of the State of Delaware on December 17, 2013 (the

“LLC Certificate”) or the LLC Agreement, (ii) any Delaware law, rule or regulation or (iii) based solely on the Docket Searches, any judgment, order, writ, injunction, decree or ruling of any Delaware court.

(xxii)       No consent, approval, authorization or order of, or filing with, any governmental authority of the State of Delaware is required for the execution, delivery and performance by the Transferor of the Transaction Documents to which it is a party (other than filings that may be required in order to perfect security interests granted thereunder).

(xxiii)     The LLC Agreement constitutes a legal, valid and binding obligation of the Member (as defined therein), enforceable against the Member in accordance with its terms, provided that such counsel expresses no opinion with respect to the enforceability of (A) any other document referenced or incorporated by reference in the LLC Agreement (other than the Trust Agreement to the extent addressed by the opinion in Section 8(k)(ii) above); (B) any purported waiver or consent granted by the Member pursuant to the LLC Agreement except to the extent the Member may so waive or consent and has effectively so waived or consented in accordance with applicable law; or (C) the LLC Agreement against or with respect to any person or entity that is not a party thereto; and provided, further, that any restrictions on the transfer of limited liability company interests as set forth in the LLC Agreement will be subject to the provisions of Sections 18-703 and 18-705 of the Delaware LLC Act.

(xxiv)     The LLC Agreement constitutes a legal, valid and binding agreement and obligation of the Member, enforceable against the Member in accordance with its terms.

(xxv)       If properly presented to a Delaware court, a Delaware court applying Delaware law would conclude that: (a) so long as any Trust Obligation (as defined in the LLC Agreement) is outstanding, in order for the filing of a voluntary bankruptcy petition under Title 11 of the United States Code (the “Bankruptcy Code”) on behalf of the Transferor to be duly authorized, the prior unanimous written consent of the Member and the Board (including each Independent Director (as defined in the LLC Agreement)) would be required; and (b) the provisions of Section 9(i)(iii) of the LLC Agreement providing that, so long as any Trust Obligation is outstanding, the prior unanimous written consent of the Member and the Board (including each Independent Director) is required in order to file a voluntary bankruptcy petition under the Bankruptcy Code on behalf of the Transferor constitutes a legal, valid and binding obligation of the Member, enforceable against the Member in accordance with its terms.

(xxvi)     Under Section 18-703 of the Delaware LLC Act, on application to a court having jurisdiction, a judgment creditor of the Member may be able to charge the Member’s share of any profits and losses of the Transferor and the Member’s right to receive distributions of the Transferor’s assets (collectively, the “Interest”) to satisfy the judgment. To the extent so charged, the judgment creditor has only the right to receive any distribution or distributions to which such Member would otherwise have been entitled in respect of the Interest. No creditor of the Member shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Transferor. Thus, under the Delaware LLC Act, a judgment creditor of the Member may not satisfy its claims against the Member by asserting a claim against the property of the Transferor.

(xxvii)   Under the Delaware LLC Act, (a) the Transferor is a separate legal entity and (b) the existence of the Transferor as a separate legal entity shall continue until the cancellation of the LLC Certificate.

(xxviii) Under the Delaware LLC Act and the LLC Agreement, the bankruptcy or dissolution of the Member would not, in and of itself, cause the dissolution or liquidation of the Transferor.

(l)                 The Underwriters shall have received evidence satisfactory to them that, on or before the Closing Date, UCC-1 financing statements have been filed in the appropriate filing offices of the States of New York and Delaware and such other jurisdictions as counsel to the Transferor deems appropriate to reflect the interest of the Trust and the Indenture Trustee in the Receivables.

(m)             All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be satisfactory in form and substance to the Underwriters, and the Underwriters shall have received such information, certificates and documents as any of them may reasonably request.

(n)               Each of the Ratings Free Writing Prospectus and the Fees Free Writing Prospectus shall have been filed with the Commission and the Underwriters shall have received evidence of ratings letters that are reasonably satisfactory to the Underwriters from each nationally recognized statistical rating organization hired by the Transferor.

9.                  Indemnification. (a) The Transferor and the Bank, jointly and severally, agree to indemnify and hold harmless each Underwriter, each Person, if any, who controls any Underwriter within the meaning of Section 15 of the Act, and any director, officer or employee of any Underwriter or any such Person, as follows:

(i)                 against any and all loss, liability, claim, damage and expense whatsoever arising out of (A) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, (B) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus), the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus relating to the Underwritten Notes, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or (C) any written information furnished to an Underwriter by the Transferor expressly for use in any Underwriter Free Writing Prospectus, unless, in any of the above cases, such untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with the Underwriter Information;

(ii)               against any and all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in settlement of any litigation, or investigation or

proceeding by any governmental agency, or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission; and

(iii)             against any and all expense whatsoever (including, without limitation, the fees and disbursements of counsel chosen by such Underwriters or Persons) reasonably incurred in investigating, preparing or defending against any litigation or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not indemnified by the Transferor and the Bank pursuant to subparagraphs (i) or (ii) above.

The indemnity agreement provided for in this subsection 9(a) will be in addition to any liability that the Transferor and the Bank may otherwise have.

(b)               Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Transferor and the Bank, each of their respective directors, each of the Transferor’s officers who signed the Registration Statement, and each Person, if any, who controls the Transferor or the Bank within the meaning of Section 15 of the Act against any and all loss, liability, claim, damage and expense (A) described in the indemnity contained in subsection 9(a), but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Transferor or the Bank by such Underwriter expressly for use in the Registration Statement (or any amendment thereto), the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), (B) resulting from such Underwriter’s failure to convey (within the meaning of Rule 159 under the Act) the Preliminary Prospectus to each investor with whom it enters into a contract of sale for any Notes prior to the time of such contract of sale, or (C) arising out of any untrue statement or alleged untrue statement of a material fact contained in any Underwriter Free Writing Prospectus prepared by such Underwriter, or the omission or alleged omission therefrom, when read together with the Preliminary Prospectus, of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter will not be liable in any such case to the extent that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or any such omission or alleged omission in any Underwriter Free Writing Prospectus in reliance upon and in conformity with (x) any written, inaccurate information furnished to such Underwriter by the Transferor or the Bank expressly for use therein or (y) the Preliminary Prospectus or Prospectus, which information was not corrected by information subsequently provided by the Transferor or the Bank to such Underwriter prior to the time of first use of such Underwriter Free Writing Prospectus. The Transferor and the Bank acknowledge that the information set forth in the fifth paragraph under the heading “Underwriting” in the Preliminary Prospectus and the fifth paragraph under the heading “Underwriting” in the Prospectus, in each case relating to selling concessions and reallowance, constitutes the only information furnished in writing by the Underwriters or on behalf of the Underwriters for inclusion in the Registration Statement, the Preliminary Prospectus or the Prospectus (collectively, the “Underwriter Information”). The indemnity

agreement provided for in this subsection 9(b) will be in addition to any liability which each Underwriter may otherwise have.

(c)                Promptly after receipt by an indemnified party under this Section 9 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 9, notify the indemnifying party in writing of the claim or the commencement of that action; provided, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 9 except to the extent it has been materially prejudiced by such failure; and provided, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 9. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. After notice from an indemnifying party to such indemnified party of its election to assume the defense of such claim or action, such indemnifying party shall not be liable to such indemnified party under this Section 9 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided, that any indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the employment thereof has been specifically authorized by the indemnifying party in writing, (ii) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to such indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (iii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party or (iv) such indemnifying party has failed to assume the defense of such action and employ counsel reasonably satisfactory to such indemnified party, in which case, if such indemnified party notifies such indemnifying party in writing that it elects to employ separate counsel at the expense of such indemnifying party, such indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party (it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all indemnified parties, which firm shall be designated in writing by the Representative, if the indemnified parties under this Section 9 consist of any Underwriter or any of their respective officers, employees or controlling persons, or by the Transferor or the Bank, if the indemnified parties under this Section 9 consist of the Transferor or the Bank or any of their respective directors, officers, employees or controlling persons). Each indemnified party shall use its best efforts to cooperate with the indemnifying party in the defense of any such action or claim. No indemnifying party shall (i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action)

unless such settlement, compromise or consent (a) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suite or proceeding and (b) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of such indemnified party, or (ii) be liable for any settlement of any claim, action, suit or proceeding effected without its prior written consent (which consent shall not be unreasonably withheld).

10.              Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnity agreements provided for in Section 9 are for any reason held to be unenforceable or insufficient by the indemnified parties, although applicable in accordance with its terms, the Transferor and the Bank, on the one hand, and the Underwriters, on the other hand, shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by such indemnity agreements incurred by the Transferor, the Bank and one or more of the Underwriters (i) in such proportion as is appropriate to reflect the relative benefits received by the Bank and the Transferor on the one hand and the Underwriters on the other from the offering of the Underwritten Notes or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Bank and the Transferor on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant equitable considerations; provided, however, that no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The relative benefits received by the Bank and the Transferor on the one hand and such Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Transferor or the Bank bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth on the cover page of the Prospectus Supplement. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material facts relates to information supplied by the Transferor or the Bank on the one hand and the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission of the Bank or the Transferor on the one hand and the Underwriters on the other hand. The Underwriters’ obligations in this Section 10 to contribute are several in proportion to their respective underwriting obligations and not joint. For purposes of this Section, each Person, if any, who controls the Underwriters within the meaning of Section 15 of the Act shall have the same rights to contribution as the Underwriters and each director of the Transferor, each director of the Bank, such officer of the Transferor who signed the Registration Statement, and each Person, if any, who controls the Transferor or the Bank within the meaning of Section 15 of the Act shall have the same rights to contribution as the Transferor and the Bank. Notwithstanding the provisions of this Section 10, no Underwriter shall be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by it in connection with such Class A Notes underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriters has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission; provided, however, that if the total underwriting discounts and commissions do not exceed the amount of any damages which such

Underwriter has otherwise been required to pay, such Underwriters shall not be required to make any contribution.

11.              Survival. Each party hereto agrees that the respective representations, warranties and agreements made by it herein and in any certificate or other instrument delivered pursuant hereto shall be deemed to be relied upon, in the case of the Transferor and the Bank, by each Underwriter and, in the case of each Underwriter, by the Transferor and the Bank, notwithstanding any investigation heretofore or hereafter made by or on behalf of the Transferor, the Bank or the Underwriters, and that the respective representations, warranties and agreements (including without limitation the indemnity and contribution agreement) made by each party hereto herein or in any such certificate or other instrument shall survive the delivery of and payment for the Notes. The provisions of Sections 7, 9 and 10 of this Agreement shall survive termination of this Agreement.

12.              Termination. This Agreement may be terminated in the sole discretion of the Underwriters by notice to the Transferor given at or prior to the Closing Date in the event that the Transferor or the Bank shall have failed, refused or been unable to perform in all material respects all obligations and satisfy in all material respects all conditions on its part to be performed or satisfied hereunder at or prior thereto. Termination of this Agreement pursuant to this Section 12 shall be without liability of any party to any other party except (i) as provided in Sections 9 and 10 hereof and (ii) if this Agreement is terminated by the Representative because of (x) any condition to the obligations of the Underwriters set forth in Section 8 of this Agreement is not satisfied, (y) any refusal, inability or failure on the party of the Bank or the Transferor to perform any agreement herein or to comply with any provision hereof or (z) any breach of a representation or warranty herein on the part of the Bank or the Transferor, the Transferor will reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel to the Underwriters that shall have been incurred by the Underwriters in connection with the proposed purchase, sale and offering of the Underwritten Notes.

13.              Default by One or More of the Underwriters. If one or more of the Underwriters shall fail on the Closing Date to purchase the Underwritten Notes which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then:

(a)                If the aggregate amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Underwritten Notes, each of the non-defaulting Underwriters shall be obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; or

(b)               If the aggregate amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Notes, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter.

No action taken pursuant to this Section 13 shall relieve any defaulting Underwriter from liability in respect of its default.

In the event of any such default which does not result in a termination of this Agreement, either the Representative or the Transferor shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements.

14.              Capacity. The Bank and the Transferor acknowledge and agree that (i) the transaction contemplated by this Agreement is an arm’s-length commercial transaction between the Bank and the Transferor, on the one hand, and each of the Underwriters, on the other, (ii) in connection therewith with respect to all aspects of the transaction contemplated herein, each Underwriter is acting as a principal and not the agent or fiduciary of the Bank and the Transferor, and the Bank and the Transferor hereby expressly disclaim any fiduciary relationship with respect thereto, and (iii) none of the Underwriters has assumed an advisory responsibility in favor of the Bank or the Transferor with respect to the transaction contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Bank or the Transferor on other matters) or any other obligation to the Bank or the Transferor except the obligations expressly set forth in this Agreement.

15.              Notices. All communications provided for or permitted hereunder shall be in writing and shall be deemed to have been duly given if personally delivered, sent by overnight courier or mailed by registered mail, postage prepaid and return receipt requested, or transmitted by telecopier with transmission confirmed, if to (a) the Underwriters, addressed to the address first set forth above, or to such other address as the Representative may designate in writing to the Transferor, (b) the Bank, addressed to Barclays Bank Delaware, 125 South West Street, Wilmington, Delaware 19801, Attention: Clinton Walker, Email: cwalker@barclaycardus.com, or (c) the Transferor, addressed to Barclays Dryrock Funding LLC, 100 S. West Street, Office 120, Wilmington, Delaware 19801, Attention: Deepesh Jain, Email: Deepesh.Jain@barclaycard.co.uk.

16.              Successors. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement.

17.              Severability of Provisions. Any covenant, provision, agreement or term of this Agreement that is prohibited or is held to be void or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.

18.              Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the matters and transactions contemplated hereby and

supersedes all prior agreements and understandings whatsoever relating to such matters and transactions.

19.              Amendment. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought.

20.              Headings. The headings in this Agreement are for the purposes of reference only and shall not limit or otherwise affect the meaning hereof.

21.              Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which shall together constitute one instrument.

22.              GOVERNING LAW; WAIVER OF JURY TRIAL; JURISDICTION. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS THEREOF.

(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 AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT; PROVIDED, THAT EACH PARTY HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY. EACH PARTY HERETO SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT ITS ADDRESS DETERMINED IN ACCORDANCE WITH SECTION 15 AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE PREPAID. NOTHING IN THIS SECTION 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 RIGHT 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, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(signature page follows)

If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will be a binding agreement among the undersigned in accordance with its terms.

	BARCLAYS DRYROCK FUNDING LLC
	By:	/s/ Deepesh Jain
		Name: Deepesh Jain Title: Vice President and Treasurer

The foregoing Underwriting Agreement is hereby agreed to as of the date first above written.

SCHEDULE A

A-1

EXHIBIT 4.4

Execution Copy

Table of Contents

Page

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

1

ARTICLE II

THE NOTES

15

ARTICLE III

SERVICING COMPENSATION

17

ARTICLE IV

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

18

Table of Contents

(continued)

Page

ARTICLE V

EARLY AMORTIZATION OF NOTES

31

ARTICLE VI
LEGAL MATURITY; FINAL PAYMENTS
33

ARTICLE VII

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

34

ARTICLE VIII
MISCELLANEOUS PROVISIONS
38

Table of Contents

(continued)

Page

ARTICLE IX

INSOLVENCY PROCEEDING WITH RESPECT TO BBD

40

EXHIBITS

SERIES 2014-3 INDENTURE SUPPLEMENT, dated as of September 18, 2014 (this “Indenture Supplement”), by and between Barclays Dryrock Issuance Trust, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), having its principal office at Rodney Square North, 1100 North Market St., Wilmington, DE 19890, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as Indenture Trustee (the “Indenture Trustee”).

Pursuant to this Indenture Supplement, the Issuer shall create a new Series of Notes and shall specify the principal terms thereof. The Issuer has tendered the notice of issuance required by Section 4.10(a)(i) of the Indenture and this Indenture Supplement is being entered into by and between the Issuer and the Indenture Trustee as required by Section 4.10(a)(viii) of the Indenture to provide for the issuance, authentication and delivery of each of the Class A Notes, Series 2014-3 and the Class B Notes, Series 2014-3.

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

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

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

“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.

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

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

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

“Adjusted Outstanding Dollar Principal Amount” means, as of any date of determination, the Outstanding Dollar Principal Amount of the Series 2014-3 Notes on such date of determination, less any funds then on deposit with respect to principal in the Supplemental Issuer Accounts for the benefit of such Series 2014-3 Notes on such date of determination.

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

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

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

“Allocation Amount” means, as of the Closing Date, the Series 2014-3 Stated Principal Amount and on any date of determination thereafter, the sum of, without duplication, (a) the Allocation Amount determined as of the later of the Closing Date or the date of determination immediately prior to the then current date of determination, plus (b) all reimbursements, as provided in Section 4.04(e) or otherwise, of reductions in the Allocation Amount due to Investor Charge-Offs or Reallocated Principal Collections since the prior date of determination, minus (c) the amount of the reduction in the Allocation Amount due to Investor

Charge-Offs since the prior date of determination, determined as set forth in Section 4.07, minus (d) the amount of the reduction in the Allocation Amount due to the application of Reallocated Principal Collections since the prior date of determination, determined as set forth in Section 4.08, minus (e) the amount deposited into the Principal Funding Account or (without duplication) deposited into the Distribution Account pursuant to Section 4.05(c) or paid to the Series 2014-3 Noteholders (in each case, after giving effect to any deposits, allocations, reallocations or withdrawals to be made on that day) since the prior date of determination; provided, however, that (1) the Allocation Amount may never be less than zero, (2) the Allocation Amount may never be greater than the Adjusted Outstanding Dollar Principal Amount and (3) if there is a sale of Collateral in accordance with Section 4.14, the Allocation Amount will be reduced to zero upon such sale.

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

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

“Available Principal Collections” means, with respect to the Series 2014-3 Notes, the Series 2014-3 Available Principal Collections and has, with respect to any other Series of Notes, the meaning specified in the applicable Indenture Supplement for such Series of Notes.

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

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

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

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

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

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

“Class A Note Interest Rate” means, for any Interest Period with respect to the Class A Notes, a per annum rate equal to 2.41%.

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

“Class A Stated Principal Amount” means $750,000,000.

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

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

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

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

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

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

“Class B Stated Principal Amount” means $164,635,000.

“Closing Date” means September 18, 2014.

“Controlled Accumulation Amount” means $76,219,583.34; provided, however, that if the Servicer elects to postpone the commencement of the Controlled Accumulation Period in accordance with Section 4.06(c), it shall be an amount equal to the Outstanding Dollar Principal Amount of such Series of Notes as of the first day of the Controlled Accumulation Period divided by the Controlled Accumulation Period Length.

“Controlled Accumulation Period” means, unless an Early Amortization Event shall have occurred prior thereto, the period beginning on the first Business Day of the September 2018 Monthly Period or such later date as is determined in accordance with Section 4.06(c) and ending on the earlier to occur of (a) the commencement of the Early Amortization Period and (b) the payment in full of the Series 2014-3 Stated Principal Amount of, and any Monthly Interest due on, the Series 2014-3 Notes.

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

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

“Covered Amount” means, for any Note Transfer Date preceding (i) each Payment Date with respect to the Controlled Accumulation Period and (ii) the first Payment Date of the Early Amortization Period, an amount equal to the sum of (a) the product of (i) the Class A Note Interest Rate in effect with respect to such Interest Period, (ii) a fraction, the numerator of which is 30 and the denominator of which is 360 and (iii) the Principal Funding Account Balance, if any, as of the immediately preceding Payment Date, up to the Outstanding Dollar Principal Amount of the Class A Notes as of the last day of the immediately preceding Monthly Period, and (b) the product of (i) the Class B Note Interest Rate in effect with respect to

such Interest Period, (ii) a fraction, the numerator of which is 30 and the denominator of which is 360 and (iii) the lesser of (x) the Principal Funding Account Balance, if any, as of the preceding Payment Date in excess of the Outstanding Dollar Principal Amount of the Class A Notes as of the last day of the immediately preceding Monthly Period and (y) the Outstanding Dollar Principal Amount of the Class B Notes as of the last day of the immediately preceding Monthly Period.

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

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

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

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

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

“Early Amortization Event” means, with respect to the Series 2014-3 Notes, the events specified in Section 5.01 hereof and Article XII of the Indenture.

“Early Amortization Period” means the period commencing at the close of business on the Business Day immediately preceding the day on which an Early Amortization Event with respect to Series 2014-3 is deemed to have occurred, and ending on the first to occur of (a) the payment in full of the Series 2014-3 Stated Principal Amount of, and any Series 2014-3 Monthly Interest due on, the Series 2014-3 Notes, (b) the date on which Collateral is sold pursuant to Section 4.14, and (c) the Legal Maturity Date.

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

“Excess Spread Percentage” means, with respect to each Payment Date, as determined on the second preceding Business Day, an amount equal to the Series 2014-3

Portfolio Yield with respect to the related Monthly Period minus the Base Rate with respect to such Payment Date.

“Expected Final Payment Date” means the September 2019 Payment Date.

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

“Floating Allocation Percentage” means, with respect to the Series 2014-3 Notes, the Series 2014-3 Floating Allocation Percentage and has, with respect to any other Series of Notes, the meaning specified in the applicable Indenture Supplement for such Series of Notes.

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

“Indenture Supplement” has (a) with respect to Series 2014-3, the meaning specified in the preamble hereto and (b) with respect to any other Series of Notes, the meaning specified in the Indenture.

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

“Initial Payment Date” means November 17, 2014.

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

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

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

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

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

“Monthly Subordination Amount” means, with respect to any Payment Date, an amount (which shall never be less than zero) equal to the lesser of (i) the excess of the amounts distributable pursuant to Section 4.04(a) and Section 4.04(b) over the Series 2014-3 Available Finance Charge Collections and Shared Excess Available Finance Charge Collections available to make such distribution pursuant to Section 4.04(a) and Section 4.04(b), and (ii) (1) the Class B Stated Principal Amount minus (2) the amount of unreimbursed Investor Charge-offs (after giving effect to Investor Charge-offs as of the current Payment Date) and unreimbursed Reallocated Principal Collections (as of the previous Payment Date).

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

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

“Payment Date” means (i) with respect to Series 2014-3, the Initial Payment Date and the 15^th day of each calendar month thereafter, or, if such 15^th day is not a Business Day, the next succeeding Business Day and (ii) with respect to any other Series of Notes, the meaning specified in the applicable Indenture Supplement for such Series of Notes.

“Principal Allocation Percentage” means, with respect to the Series 2014-3 Notes, the Series 2014-3 Principal Allocation Percentage and has, with respect to any other Series of Notes, the meaning specified in the applicable Indenture Supplement for such Series of Notes.

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

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

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

“Quarterly Excess Spread Percentage” means (a) with respect to the November 2014 Payment Date, the Excess Spread Percentage with respect to the immediately preceding Monthly Period, (b) with respect to the December 2014 Payment Date, the percentage equivalent of a fraction, the numerator of which is the sum of the Excess Spread Percentages for the immediately preceding two (2) Monthly Periods and the denominator of which is two (2) and (c) with respect to the January 2015 Payment Date and each Payment Date thereafter, the percentage equivalent of a fraction, the numerator of which is the sum of the Excess Spread Percentages for the immediately preceding three (3) Monthly Periods and the denominator of which is three (3).

“Reallocated Principal Collections” means, with respect to any Payment Date, Series 2014-3 Principal Collections applied in accordance with Section 4.08.

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

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

“Required Accumulation Reserve Account Amount” means, with respect to any Payment Date during the Accumulation Reserve Account Funding Period, an amount equal to (a) 0.50% of the Outstanding Dollar Principal Amount of the Series 2014-3 Notes as of the Record Date for such Payment Date or (b) any other amount designated by the Transferor; provided, that if the amount is less than that determined under clause (a), the Note Rating Agency Condition shall have been satisfied with respect to such designation and written evidence of the satisfaction of the Note Rating Agency Condition has been delivered to the Servicer, the Indenture Trustee and the Owner Trustee.

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

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

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

“Series” has the meaning specified in the Indenture and, when used with respect to the Series of Notes issued pursuant to this Indenture Supplement, means Series 2014-3.

“Series 2014-3 Available Finance Charge Collections” means, with respect to any Monthly Period, an amount equal to the sum of (a) the Series 2014-3 Finance Charge Collections with respect to such Monthly Period, (b) Principal Funding Account Investment Proceeds, if any, with respect to the related Payment Date and (c) amounts, if any, to be withdrawn from the Accumulation Reserve Account, which shall be deposited into the Collection Account on the related Note Transfer Date to be treated as Series 2014-3 Available Finance Charge Collections pursuant to Section 4.11(b) and (d).

“Series 2014-3 Available Principal Collections” means, with respect to any Monthly Period, an amount equal to (a) the Series 2014-3 Principal Collections with respect to such Monthly Period, minus (b) Reallocated Principal Collections determined as of the related Payment Date for such Monthly Period, plus (c) any Series 2014-3 Available Finance Charge Collections available with respect to such Monthly Period to cover the Series 2014-3 Default Amount or to reimburse any reductions in the Allocation Amount from an allocation of Investor Charge-Offs or from the application of Reallocated Principal Collections, plus (d) following an Event of Default and acceleration of the Series 2014-3 Notes, Series 2014-3 Available Finance Charge Collections, if any, with respect to such Monthly Period, available pursuant to Section 4.04(g).

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

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

“Series 2014-3 Floating Allocation Percentage” means, with respect to any Monthly Period for such Monthly Period, and any date of determination as of such date of determination in such Monthly Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Allocation Amount as of the beginning

of the first day of such Monthly Period (or, with respect to the first Monthly Period, the Series 2014-3 Stated Principal Amount), and the denominator of which is the greater of (i) the Pool Balance as of the beginning of the first day of such Monthly Period as adjusted in accordance with the provisions below related to this clause (i), or (ii) the sum of the numerators used to calculate the Floating Allocation Percentages for all Series of Notes as of the beginning of the first day of such Monthly Period as adjusted in accordance with the provisions below related to this clause (ii). With respect to any Monthly Period in which an Addition Date or a Removal Date occurs, on such Addition Date or Removal Date, as applicable, the amount calculated above pursuant to clause (i) shall be adjusted to give effect to all increases and decreases in the Pool Balance occurring in such Monthly Period from the first day of such Monthly Period to and including such Addition Date or Removal Date. With respect to any Monthly Period in which there is a new issuance of Notes or an additional issuance of Notes of an Outstanding Series of Notes, in each case, pursuant to Section 4.10 of the Indenture, the amount calculated above pursuant to clause (ii) shall be adjusted to give effect to all increases in the sum of the allocation amounts resulting from such new Series of Notes or additional issuance of Notes of an Outstanding Series of Notes occurring in such Monthly Period from the immediately preceding date of determination in such Monthly Period to and including the date of issuance of such new Series of Notes or the additional issuance of Notes of an Outstanding Series of Notes.

“Series 2014-3 Monthly Interest” means, with respect to any Payment Date, (a) the Class A Monthly Interest, (b) any Class A Monthly Interest previously due but not paid to the Class A Noteholders, (c) the Class B Monthly Interest, (d) any Class B Monthly Interest previously due but not paid to the Class B Noteholders, (e) the amount of Additional Interest, if any, and (f) any Additional Interest previously due but not paid to the Series 2014-3 Noteholders, in each case for such Payment Date.

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

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

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

“Series 2014-3 Portfolio Yield” means, for any Monthly Period (which, in the case of the first Monthly Period, shall be determined pursuant to Section 2.01(e)), the annualized percentage equivalent of a fraction:

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

(A)             the Series 2014-3 Available Finance Charge Collections with respect to such Monthly Period; minus

(B)              the Series 2014-3 Default Amount for such Monthly Period; and

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

“Series 2014-3 Principal Allocation Percentage” means, with respect to any Monthly Period for such Monthly Period, and any date of determination as of such date of determination in such Monthly Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is (a) during the Revolving Period, the Allocation Amount as of the beginning of the first day of such Monthly Period (or, in the case of the first Monthly Period, the Series 2014-3 Stated Principal Amount) and (b) during the Controlled Accumulation Period or the Early Amortization Period, the Allocation Amount as of the close of business on the date on which the Revolving Period shall have terminated, and the denominator of which is the greater of (i) the Pool Balance as of the beginning of the first day of such Monthly Period as adjusted in accordance with the provisions below related to this clause (i), or (ii) the sum of the numerators used to calculate the Principal Allocation Percentages for all Series of Notes as adjusted in accordance with the provisions below related to this clause (ii). With respect to any Monthly Period in which an Addition Date or a Removal Date occurs, on such Addition Date or Removal Date, as applicable, the amount calculated above pursuant to clause (i) shall be adjusted to give effect to all increases and decreases in the Pool Balance occurring in such Monthly Period from the first day of such Monthly Period to and including such Addition Date or Removal Date. With respect to any Monthly Period in which there is a new issuance of Notes or an additional issuance of Notes of an Outstanding Series of Notes, in each case, pursuant to Section 4.10 of the Indenture, the amount calculated above pursuant to clause (ii) shall be adjusted to give effect to all increases in the sum of the allocation amounts resulting from such new Series of Notes or additional issuance of Notes of an Outstanding Series of Notes occurring in such Monthly Period from the immediately preceding date of determination in such Monthly Period to and including the date of issuance of such new Series of Notes or the additional issuance of Notes of an Outstanding Series of Notes.

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

“Series 2014-3 Servicing Fee” means, with respect to any Monthly Period, an amount equal to the product of (a) the Servicing Fee with respect to such Monthly Period and (b) the Series 2014-3 Floating Allocation Percentage with respect to such Monthly Period.

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

“Series Available Finance Charge Collections Shortfall” means, with respect to any Monthly Period as determined on the related Note Transfer Date, (a) with respect to Series 2014-3, the excess, if any, of (i) the aggregate amount targeted to be paid or applied pursuant to Sections 4.04(a) through (f) for such Monthly Period over (ii) the Series 2014-3 Available Finance Charge Collections with respect to such Monthly Period and (b) with respect to any other Series, the amount set forth in the applicable Indenture Supplement for such Monthly Period; provided, however, that the Issuer, when authorized by an Officer’s Certificate of the Transferor, may amend or otherwise modify this definition of Series Available Finance Charge Collections Shortfall provided that the Note Rating Agency Condition is satisfied.

“Series Available Principal Collections Shortfall” means, with respect to any Monthly Period as determined on the related Note Transfer Date, (a) with respect to Series 2014-3, the excess, if any, of (i) the lesser of the amounts determined pursuant to Sections 4.03(b)(ii) and (iii), for such Monthly Period over (ii) the Series 2014-3 Available Principal Collections, less any amount released and used to purchase Receivables under Section 4.01(f), with respect to such Monthly Period and (b) with respect to any other Series of Notes, the amount set forth in the applicable Indenture Supplement for such Monthly Period; provided, however, that the Issuer, when authorized by an Officer’s Certificate of the Transferor, may amend or otherwise modify this definition of Series Available Principal Collections Shortfall provided that the Note Rating Agency Condition is satisfied.

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

“Shared Excess Available Finance Charge Collections” means, with respect to any Monthly Period as determined on the related Note Transfer Date, with respect to any Series of Notes in Shared Excess Available Finance Charge Collections Group One, the sum of (a) the amount of Series 2014-3 Available Finance Charge Collections with respect to such Monthly Period, available after application in accordance with Section 4.04(a) through (g) and (b) the Finance Charge Collections remaining after all required payments and deposits from all other Series identified as belonging to Shared Excess Available Finance Charge Collections Group One which the applicable Indenture Supplements for such Series specify are to be treated as “Shared Excess Available Finance Charge Collections” with respect to such Monthly Period.

“Shared Excess Available Finance Charge Collections Group One” means the Shared Excess Available Finance Charge Collections Group to which Series 2014-3 has been designated for inclusion under Section 4.09(a).

“Shared Excess Available Principal Collections” means, with respect to any Monthly Period as determined on the related Note Transfer Date, the sum of (a) with respect to Series 2014-3, the amount of Series 2014-3 Available Principal Collections, less any amount released and used to purchase Receivables under Section 4.01(f), for such Monthly Period available after application in accordance with Sections 4.05(b)(i) through (iii) and (b) with respect to any other Series included in Shared Excess Available Principal Collections Group One, the Principal Collections allocated to such other Series remaining after all required payments and deposits, which the applicable Indenture Supplements for such Series specify are to be treated as “Shared Excess Available Principal Collections” with respect to such Monthly Period.

“Shared Excess Available Principal Collections Group One” means the Shared Excess Available Principal Collections Group to which Series 2014-3 has been designated for inclusion under Section 4.10(a).

“Stated Principal Amount” means, with respect to the Series 2014-3 Notes, the Series 2014-3 Stated Principal Amount and has, with respect to any other Series of Notes, the meaning specified in the applicable Indenture Supplement for such Series of Notes

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

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

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

(a) This Indenture Supplement will be construed in accordance with and governed by the laws of the State of New York, including Section 5-1401 of the General Obligations Law, without reference to its conflict of law provisions and the obligations, rights, and remedies of the parties hereunder shall be determined in accordance with such laws.

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

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

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]

ARTICLE II

THE NOTES

Section 2.01.      Designation.

(a)                There is hereby created a Series of Notes to be issued pursuant to the Indenture and this Indenture Supplement to be known as “Barclays Dryrock Issuance Trust, Series 2014-3” or the “Series 2014-3 Notes.” The Series 2014-3 Notes shall be issued in two (2) Classes, the first of which shall be known as the “Class A Series 2014-3 Fixed Rate Asset Backed Notes” and the second of which shall be known as the “Class B Series 2014-3 Fixed Rate Asset Backed Notes.” The Series 2014-3 Notes shall be due and payable on the Legal Maturity Date.

(b)               The Series 2014-3 Notes shall be secured by the Collateral. For the avoidance of doubt, the parties agree that the payment of principal and interest on the Series 2014-3 Notes shall be primarily based on the performance of the Receivables and, except for interest rate or currency mismatches between the Receivables and the Series 2014-3 Notes, shall not be contingent on market or credit events that are independent of such financial assets.

(c)                Series 2014-3 shall be a Shared Excess Available Finance Charge Collections Series and shall be included in Shared Excess Available Finance Charge Collections Group One. Series 2014-3 shall be a Shared Excess Available Principal Collections Series and shall be included in Shared Excess Available Principal Collections Group One. Other than as specified in this Section 2.01(c), Series 2014-3 shall not be in any other Group.

(d)               Series 2014-3 shall not be subordinated to any other Series of Notes.

(e)                Notwithstanding any provision in the Indenture or in this Indenture Supplement to the contrary, the first Payment Date with respect to Series 2014-3 shall be the November  2014 Payment Date, and the first Monthly Period shall begin on and include the Closing Date and end on and include October 31, 2014.

(f)                The Series 2014-3 Notes shall not be predominantly sold to an affiliate (other than a wholly-owned subsidiary consolidated for accounting and capital purposes with BBD) or insider of BBD.

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

Section 2.03.     Documentation. This Indenture Supplement, together with the Transaction Documents, shall (a) define the contractual rights and responsibilities of the parties, including, but not limited to, representations and warranties and ongoing disclosure requirements, and any measures to avoid conflicts of interest; and (b) provide authority for the parties, including, but not limited to, BBD, the Servicer and the Series 2014-3 Noteholders to fulfill their respective duties and exercise their rights under the contracts and clearly distinguish between any multiple roles performed by any party.

[END OF ARTICLE II]

ARTICLE III

SERVICING COMPENSATION

Section 3.01.      Servicing Compensation. The share of the Servicing Fee allocable to the Series 2014-3 Noteholders with respect to any Payment Date shall equal the Series 2014-3 Servicing Fee. The portion of the Servicing Fee that is not allocable to the Series 2014-3 Noteholders shall be paid by the holders of the Transferor Interest or the Noteholders of other Series of Notes (as provided in the related Indenture Supplements), and in no event shall the Issuer, the Owner Trustee, the Indenture Trustee or the Series 2014-3 Noteholders be liable for the share of the Servicing Fee to be paid by the holders of the Transferor Interest or the Noteholders of any other Series of Notes.

[END OF ARTICLE III]

ARTICLE IV

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

Section 4.01.      Collections and Allocations.

(a)                Allocations. Finance Charge Collections, Principal Collections, the Default Amount and the Servicing Fee shall be allocated pursuant to Article V of the Indenture and shall be allocated to Series 2014-3 and distributed as set forth in this Article IV.

(b)               Allocations of Finance Charge Collections to the Series 2014-3 Notes. With respect to each date on which the Servicer deposits Collections into the Collection Account, the Indenture Trustee, at the direction of the Servicer as set forth in the Daily Servicer’s Certificate, shall allocate to the Series 2014-3 Noteholders and retain in the Collection Account for application as provided herein an amount equal to the product of (i) the Series 2014-3 Floating Allocation Percentage and (ii) the amount of Finance Charge Collections deposited into the Collection Account on such date.

(c)                Allocations of Principal Collections to the Series 2014-3 Notes. With respect to each date on which the Servicer deposits Collections into the Collection Account, the Indenture Trustee, at the direction of the Servicer as set forth in the Daily Servicer’s Certificate, shall allocate to the Series 2014-3 Noteholders an amount equal to the product of (i) the Series 2014-3 Principal Allocation Percentage and (ii) the amount of Principal Collections deposited into the Collection Account on such date.

(d)               Allocations of the Default Amount to the Series 2014-3 Notes. With respect to each Monthly Period, the Indenture Trustee, at the direction of the Servicer, shall on or prior to the applicable Note Transfer Date allocate to the Series 2014-3 Notes an amount equal to the product of (i) the Series 2014-3 Floating Allocation Percentage and (ii) the Default Amount with respect to such Monthly Period.

(e)                Allocations of the Servicing Fee to the Series 2014-3 Notes. With respect to each Monthly Period, the Indenture Trustee, at the direction of the Servicer, shall on or prior to the applicable Note Transfer Date allocate to the Series 2014-3 Notes an amount equal to the product of (i) the Series 2014-3 Floating Allocation Percentage and (ii) the Servicing Fee with respect to such Monthly Period.

(f)                Release of Principal Collections to Purchase Receivables. Principal Collections allocated to the Series 2014-3 Notes as provided in Section 4.01(c) and on deposit in the Collection Account with respect to each Monthly Period may, upon request made by the Servicer on behalf of the Transferor to the Indenture Trustee, on any date, subject to the restrictions set forth below in this Section 4.01(f), be released from the Collection Account to the Transferor free and clear of the lien of the Indenture to be used solely for the purpose of purchasing Receivables. The release of Principal Collections under this Section 4.01(f), shall be subject to the following limitations: (1) no Principal Collections may be released if an Early Amortization Event has occurred and is continuing for one or more Series of Notes in Shared

Excess Available Principal Collections Group One; (2) on each date of transfer only the excess of (a) the amount determined pursuant to Section 4.01(c), over (b) an amount equal to the product of (i) the amount determined pursuant to Section 4.01(c), and (ii) a fraction, the numerator of which is the Class B Stated Principal Amount and the denominator of which is the Series 2014-3 Stated Principal Amount, may be released; and (3) if one or more Series of Notes in Shared Excess Available Principal Collections Group One is in a Controlled Accumulation Period, no Principal Collections for such Monthly Period may be released if the amount of Principal Collections remaining in the Collection Account for such Monthly Period allocable to Shared Excess Available Principal Collections Group One would be less than the sum of the Controlled Deposit Amounts for such Series of Notes in Shared Excess Available Principal Collections Group One in a Controlled Accumulation Period due on the Payment Date for the related Monthly Period.

Section 4.02.      Determination of Series 2014-3 Monthly Interest.

(a) The amount of monthly interest (“Class A Monthly Interest”) distributable from the Collection Account with respect to the Class A Notes for any Payment Date shall be an amount equal to the product of (i) (x) a fraction, the numerator of which is thirty (30) and the denominator of which is 360, times (y) the Class A Note Interest Rate in effect for the related Interest Period and (ii) the Outstanding Dollar Principal Amount of the Class A Notes as of the close of business on the Record Date; provided, however, that for the first Payment Date, the Class A Monthly Interest shall equal $2,962,291.67.

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

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

On the Note Transfer Date preceding each Payment Date, the Servicer shall determine the excess, if any (the “Class B Interest Shortfall”), of (i) the Class B Monthly Interest for such Payment Date over (ii) the aggregate amount of funds retained in the Collection

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

Section 4.03.      Determination of Series 2014-3 Monthly Principal. The amount of monthly principal made available with respect to the Series 2014-3 Notes for any Payment Date (the “Series 2014-3 Monthly Principal”), shall be equal to (a) during the Revolving Period, zero and (b) beginning with the Payment Date in the month following the month in which the Controlled Accumulation Period or, if earlier, the Early Amortization Period, begins, shall be equal to the least of (i) the Series 2014-3 Available Principal Collections, less any amount released and used to purchase Receivables under Section 4.01(f), currently on deposit in the Collection Account with respect to such Payment Date, (ii) for each Payment Date with respect to the Controlled Accumulation Period, the Controlled Deposit Amount for such Payment Date and (iii) the Allocation Amount for such Payment Date (after taking into account any adjustments to be made on such Payment Date pursuant to Section 4.04, Section 4.07, and Section 4.08).

Section 4.04.      Application of Series 2014-3 Available Finance Charge Collections on Deposit in the Collection Account. On each Note Transfer Date the Servicer shall, or shall instruct the Indenture Trustee in writing, to withdraw from the Collection Account and deposit into the Distribution Account from the Series 2014-3 Available Finance Charge Collections with respect to the related Payment Date an amount equal to the amount determined under Section 4.04(a). The Servicer shall apply, or shall instruct the Indenture Trustee in writing (which writing shall be substantially in the form of Exhibit B-3), to apply on each Payment Date, (i) the Series 2014-3 Available Finance Charge Collections with respect to the related Payment Date on deposit in the Collection Account and (ii) with respect to Section 4.04(a) the funds on deposit in the Distribution Account, as applicable, in the following priority:

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

(b)               an amount equal to the Series 2014-3 Servicing Fee for such Payment Date, plus the amount of any Series 2014-3 Servicing Fee, or portion thereof, previously due but not paid to the Servicer on a prior Payment Date, shall be distributed to the Servicer;

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

(d)               an amount equal to the Series 2014-3 Default Amount for such Payment Date shall be treated as a portion of Series 2014-3 Available Principal Collections for such Payment Date;

(e)                an amount equal to the sum of the aggregate amount of Investor Charge-Offs and the amount of Reallocated Principal Collections which have not previously been reimbursed shall be used to reimburse such amount pursuant to this Section 4.04(e) and treated as Series 2014-3 Available Principal Collections for such Payment Date;

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

(g)               upon the occurrence of an Event of Default with respect to Series 2014-3 and acceleration of the maturity of the Series 2014-3 Notes pursuant to Section 7.02 of the Indenture, the balance, if any, up to the Outstanding Dollar Principal Amount, less the amount of Series 2014-3 Available Principal Collections (less any amount released and used to purchase Receivables under Section 4.01(f)) currently on deposit in the Collection Account allocated to Series 2014-3 on such Payment Date (other than pursuant to this clause (g)), shall be treated as Series 2014-3 Available Principal Collections for such Payment Date;

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

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

Section 4.05.      Application of Series 2014-3 Available Principal Collections.

(a)                On or before each Payment Date with respect to the Revolving Period, an amount equal to Series 2014-3 Available Principal Collections deposited in the Collection Account with respect to the related Monthly Period, less any amount released and used to purchase Receivables under Section 4.01(f), shall be treated as Shared Excess Available Principal Collections with respect to such Monthly Period.

(b)               With respect to the Controlled Accumulation Period or the Early Amortization Period, an amount equal to the Series 2014-3 Available Principal Collections, less

any amount released and used to purchase Receivables under Section 4.01(f), currently on deposit in the Collection Account for the related Monthly Period, shall be distributed or deposited on the following dates and in the following order of priority:

(i)                 during the Controlled Accumulation Period, and prior to the payment in full of the Class A Notes and the Class B Notes, an amount equal to the Series 2014-3 Monthly Principal, for each Payment Date shall be deposited into the Principal Funding Account on such Payment Date; provided, however, that with respect to the calendar month in which the Expected Final Payment Date occurs, such deposit shall be made on the applicable Note Transfer Date;

(ii)               during the Early Amortization Period, on each Note Transfer Date an amount equal to the lesser of (i) the Series 2014-3 Monthly Principal, for the related Payment Date or (ii) the Class A Stated Principal Amount, shall be deposited into the Distribution Account and on the related Payment Date distributed to the Paying Agent for payment to the Class A Noteholders on such Payment Date until the Class A Stated Principal Amount has been paid in full;

(iii)             during the Early Amortization Period on each Payment Date, after giving effect to the deposit on the related Note Transfer Date referred to in clause (ii) above, an amount equal to the Series 2014-3 Monthly Principal for such Payment Date remaining, if any, shall be distributed to the Paying Agent for payment to the Class B Noteholders on such Payment Date until the Class B Stated Principal Amount has been paid in full; and

(iv)             on each Payment Date the balance of such Series 2014-3 Available Principal Collections after giving effect to the distributions referred to in clauses (i)-(iii) above shall be treated as Shared Excess Available Principal Collections for the benefit of other Series in the Shared Excess Available Principal Collections Group One.

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

Section 4.06.      Principal Funding Account; Controlled Accumulation Period.

(a)                (i) The Issuer shall cause to be established and maintained an Eligible Deposit Account (the “Principal Funding Account”), bearing a designation clearly indicating that the funds and other property credited thereto are held for the benefit of the Indenture Trustee and the Series 2014-3 Noteholders in accordance with Section 5.02(c) of the Indenture.

(ii)               If a securities intermediary has been appointed, funds on deposit in the Principal Funding Account shall be invested by the Indenture Trustee in Eligible Investments selected by the Servicer in accordance with written instructions from the Servicer. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Series 2014-3 Noteholders; provided, that with respect to each Payment Date, all interest and other investment income (net of losses and investment expenses) (“Principal Funding Account Investment Proceeds”) on funds on deposit therein shall be applied as set forth in Section 4.06(a)(iii) below; and provided, further, that funds on deposit in the Principal Funding Account shall be invested in Eligible Investments that shall mature so that such funds shall be available at the opening of business on the Note Transfer Date preceding the following Payment Date. Unless the Servicer directs otherwise, funds deposited in the Principal Funding Account on a Note Transfer Date upon the maturity of any Eligible Investments are not required to be invested. No such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Indenture Trustee shall sell, liquidate or dispose of any such Eligible Investment if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment; provided further, however, that the Servicer shall deliver prompt written notice to the Indenture Trustee of any such default; and provided further, that, subject to Section 8.01 of the Indenture, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in such Principal Funding Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Indenture Trustee’s failure to make payments on such Eligible Investments issued by the Indenture Trustee, in its commercial capacity, in accordance with their terms.

(iii)             On each Note Transfer Date with respect to the Controlled Accumulation Period, the Servicer shall direct the Indenture Trustee in writing to withdraw from the Principal Funding Account and deposit into the Collection Account all Principal Funding Account Investment Proceeds, if any, then on deposit in the Principal Funding Account and such Principal Funding Account Investment Proceeds, if any, shall be treated as a portion of Series 2014-3 Available Finance Charge Collections.

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

(b)               (i) The Indenture Trustee shall possess all right, title and interest in all funds and property from time to time credited to the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the exclusive control of the Indenture Trustee for the benefit of the Series 2014-3 Noteholders. If, at any time (i) the Principal Funding Account ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer or the Owner Trustee for the Issuer) shall within thirty (30) Business Days (or such

longer period upon satisfaction of the Note Rating Agency Condition, but in any event not to exceed forty-five (45) Business Days) establish a new Principal Funding Account meeting the conditions specified in Section 4.06(a)(i) above as an Eligible Deposit Account and shall transfer any funds or other property to such new Principal Funding Account or (ii) the Issuer determines for any reason that the Principal Funding Account should be held at a different Eligible Institution, then upon prior written notice to the Indenture Trustee, the Issuer shall establish or cause to be established a new Principal Funding Account that is an Eligible Deposit Account and shall transfer any funds or other property from such Principal Funding Account to such new Principal Funding account. From the date each such new Principal Funding Account is established, it shall be the “Principal Funding Account.”

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

(c)                The Controlled Accumulation Period is scheduled to commence the first Business Day of the month that is twelve (12) calendar months prior to the Expected Final Payment Date; provided, however, that if the Controlled Accumulation Period Length (determined as described below) is less than twelve (12) months, then the date on which the Controlled Accumulation Period actually commences will be the first Business Day of the month that is the number of whole months prior to the Expected Final Payment Date at least equal to the Controlled Accumulation Period Length. On or before the second Business Day immediately preceding the first Business Day of the month that is twelve (12) months prior to the Expected Final Payment Date, the Servicer shall determine the “Controlled Accumulation Period Length,” which shall equal the number of months not less than the number of whole calendar months reasonably expected by the Servicer to be necessary to accumulate from Series 2014-3 Available Principal Collections and Shared Excess Available Principal Collections expected to be available to Series 2014-3 from other Shared Excess Available Principal Collections Series during the Controlled Accumulation Period an amount equal to the Series 2014-3 Stated Principal Amount; provided, however, that the Controlled Accumulation Period Length shall not be determined to be less than one month.

Section 4.07.      Investor Charge-Offs. On or prior to each Note Transfer Date, the Servicer shall calculate the Series 2014-3 Default Amount, if any, for the related Payment Date. If, for any Payment Date, the Series 2014-3 Default Amount for the related Monthly Period exceeds the amount available therefor pursuant to Section 4.04(d) with respect to such Monthly Period, the Allocation Amount will be reduced by the amount of such excess, but not by more than the Series 2014-3 Default Amount for such Payment Date (such reduction, an “Investor Charge-Off”).

Section 4.08.      Reallocated Principal Collections. On each Payment Date, the Servicer shall apply, to the extent permitted herein, or shall instruct the Indenture Trustee in writing to apply Reallocated Principal Collections with respect to such Payment Date, in an amount equal to the lesser of (a) the Series 2014-3 Principal Collections, less any amount released and used to purchase Receivables under Section 4.01(f), for the related Monthly Period or (b) the Monthly Subordination Amount for such Payment Date in accordance with the priority

set forth in Sections 4.04(a) and (b). On each Payment Date, the Allocation Amount shall be reduced by the amount of Reallocated Principal Collections for such Payment Date.

Section 4.09.      Shared Excess Available Finance Charge Collections.

(a)                Series 2014-3 shall be included in Shared Excess Available Finance Charge Collections Group One for the purpose of sharing Shared Excess Available Finance Charge Collections.

(b)               Unless otherwise provided pursuant to the terms of Section 4.11 of the Indenture, Shared Excess Available Finance Charge Collections with respect to any Monthly Period shall be shared within Shared Excess Available Finance Charge Collections Group One to cover the applicable Series Available Finance Charge Collections Shortfalls for such Monthly Period, if any, and applied on the Note Transfer Date in the immediately succeeding Monthly Period for each Shared Excess Available Finance Charge Collections Group Series with a Series Available Finance Charge Collections Shortfall for such Monthly Period. Shared Excess Available Finance Charge Collections allocable to Series 2014-3 with respect to each Monthly Period shall mean an amount equal to the Series Available Finance Charge Collections Shortfall, if any, with respect to Series 2014-3 for such Monthly Period; provided, however, that if the aggregate amount of Shared Excess Available Finance Charge Collections for all Series in Shared Excess Available Finance Charge Collections Group One for each Monthly Period is less than the Aggregate Series Available Finance Charge Collections Shortfall for such Monthly Period, then Shared Excess Available Finance Charge Collections allocable to Series 2014-3 with respect to such Monthly Period shall equal the product of (i) Shared Excess Available Finance Charge Collections for all Series in Shared Excess Available Finance Charge Collections Group One for such Monthly Period and (ii) a fraction, the numerator of which is the Series Available Finance Charge Collections Shortfall with respect to Series 2014-3 for such Monthly Period and the denominator of which is the Aggregate Series Available Finance Charge Collections Shortfall for such Monthly Period.

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

Section 4.10.      Shared Excess Available Principal Collections.

(a)                Series 2014-3 shall be included in Shared Excess Available Principal Collections Group One for the purpose of sharing Shared Excess Available Principal Collections.

(b)               Unless otherwise provided pursuant to the terms of Section 4.11 of the Indenture, Shared Excess Available Principal Collections with respect to any Monthly Period shall be shared within Shared Excess Available Principal Collections Group One to cover the

applicable Series Available Principal Collections Shortfalls for such Monthly Period, if any, for each Shared Excess Available Principal Collections Series with a Series Available Principal Collections Shortfall for such Monthly Period, and such Shared Excess Available Principal Collections allocable to Series 2014-3 shall be distributed or deposited on the dates and in the order of priority provided for under Sections 4.05(b)(i)-(iii). Shared Excess Available Principal Collections allocable to Series 2014-3 with respect to each Monthly Period shall mean an amount equal to the Series Available Principal Collections Shortfall, if any, with respect to Series 2014-3 for such Monthly Period; provided, however, that if the aggregate amount of Shared Excess Available Principal Collections for all Series in Shared Excess Available Principal Collections Group One for each Monthly Period is less than the Aggregate Series Available Principal Collections Shortfall for such Monthly Period, then Shared Excess Available Principal Collections allocable to Series 2014-3 with respect to such Monthly Period shall equal the product of (i) Shared Excess Available Principal Collections for all Series in Shared Excess Available Principal Collections Group One for such Monthly Period and (ii) a fraction, the numerator of which is the Series Available Principal Collections Shortfall with respect to Series 2014-3 for such Monthly Period and the denominator of which is the Aggregate Series Available Principal Collections Shortfall for such Monthly Period.

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

Section 4.11.      Accumulation Reserve Account.

(a)                The Servicer shall cause to be established and maintain an Eligible Deposit Account (the “Accumulation Reserve Account”) bearing a designation clearly indicating that the funds and other property credited thereto are held for the benefit of the Indenture Trustee and the Series 2014-3 Noteholders in accordance with Section 5.02(c) of the Indenture. The Indenture Trustee shall possess all right, title and interest in all funds and property from time to time credited to the Accumulation Reserve Account and in all proceeds thereof. The Accumulation Reserve Account shall be under the exclusive control of the Indenture Trustee for the benefit of the Series 2014-3 Noteholders. If at any time (i) the Accumulation Reserve Account ceases to be an Eligible Deposit Account, the Transferor shall notify the Indenture Trustee, and the Indenture Trustee upon being notified in writing of such ineligibility (or the Servicer or the Owner Trustee for the Issuer) shall within thirty (30) Business Days (or such longer period not to exceed forty-five (45) Business Days upon satisfaction of the Note Rating Agency Condition) establish a new Accumulation Reserve Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any funds or other property to such new Accumulation Reserve Account or (ii) the Issuer determines for any reason that the Accumulation Reserve Account should be held at a different Eligible Institution, then upon prior written notice to the Indenture Trustee, the Issuer shall establish or cause to be established a new Accumulation Reserve Account that is an Eligible Deposit Account and shall transfer any funds or other property from such Accumulation Reserve Account to such new Accumulation Reserve

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)

and (ii) deposited into the Collection Account for application as Series 2014-3 Available Finance Charge Collections for such Payment Date.

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

(f)                Upon the earliest to occur of (i) the day on which the Allocation Amount is reduced to zero, (ii) the occurrence of an Event of Default with respect to the Series 2014-3 Notes and acceleration of such Series 2014-3 Notes pursuant to Section 7.02 of the Indenture, (iii) the first Payment Date with respect to the Early Amortization Period, (iv) the Expected Final Payment Date, and (v) the termination of the Trust pursuant to the Trust Agreement, the Indenture Trustee (acting in accordance with the instructions of the Servicer) after the prior payment of all amounts owing to the Series 2014-3 Noteholders which are payable from the Accumulation Reserve Account as provided herein, shall withdraw from the Accumulation Reserve Account and pay to the holders of the Transferor Interest all amounts, if any, on deposit in the Accumulation Reserve Account and the Accumulation Reserve Account shall be deemed to have terminated for purposes of this Indenture Supplement.

(g)               Notwithstanding the foregoing, following an Event of Default with respect to the Series 2014-3 Notes and acceleration of such Series 2014-3 Notes, any Accumulation Reserve Account Surplus or other amounts on deposit in the Accumulation Reserve Account shall be applied toward payment of any amounts owing with respect to the Series 2014-3 Notes before such amounts are paid to the holders of the Transferor Interest.

Section 4.12.      Investment Instructions. Any investment instructions given to the Indenture Trustee pursuant to the terms hereof must be given to the Indenture Trustee no later than 1:00 P.M. (New York City time) on the date such investment is to be made. In the event the Indenture Trustee receives such investment instruction later than such time, the Indenture Trustee may, but shall have no obligation to, make such investment. In the event the Indenture Trustee is unable to make an investment required in an investment instruction received by the Indenture Trustee after 1:00 P.M. (New York City time) on such day, such investment shall be made by the Indenture Trustee on the next succeeding Business Day. In no event shall the Indenture Trustee be liable for any investment not made pursuant to investment instructions received after 1:00 P.M. (New York City time) on the day such investment is requested to be made.

Section 4.13.      [RESERVED].

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

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

conditions specified in Section 4.14(b), and at the direction of the Holders of more than 66 ⅔% of the Outstanding Dollar Principal Amount of the Series 2014-3 Notes will, subject to the conditions specified in Section 4.14(b), sell Principal Receivables (or interests therein) in an amount (as determined by the Issuer and provided to the Indenture Trustee) not to exceed the Allocation Amount as of the close of business on the day preceding such sale, plus any related Finance Charge Receivables.

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

(i)                 the Holders of more than 90% of the aggregate Outstanding Dollar Principal Amount of the Series 2014-3 Notes consent; or

(ii)               the net proceeds of such sale (plus amounts on deposit in the Issuer Accounts) would be sufficient to pay all amounts due on the Series 2014-3 Notes; or

(iii)             the Indenture Trustee in consultation with the Servicer determines that the funds to be allocated to the Series 2014-3 Notes, including (1) Series 2014-3 Available Finance Charge Collections and Series 2014-3 Available Principal Collections and (2) amounts on deposit in the Issuer Accounts, may not be sufficient on an ongoing basis to make all payments on the Series 2014-3 Notes as such payments would have become due if such obligations had not been declared due and payable, and Series 2014-3 Noteholders evidencing more than 66 ⅔% of the aggregate Outstanding Dollar Principal Amount of the Series 2014-3 Notes consent to the sale; provided, that the Issuer will provide the Indenture Trustee with the information reasonably requested by the Indenture Trustee to make such determination.

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

(d) Upon the occurrence of such sale, the Allocation Amount shall be automatically reduced to zero and Principal Collections and Finance Charge Collections shall no longer be allocated to the Series 2014-3 Notes.

(e) Sale proceeds received with respect to the Series 2014-3 Notes pursuant to clause (a) or (c) above will be applied as specified in Section 7.06 of the Indenture, and amounts available for application pursuant to clause (b) of Section 7.06 should be allocated and paid in the following priority:

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

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

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

[END OF ARTICLE IV]

ARTICLE V

EARLY AMORTIZATION OF NOTES

Section 5.01.      Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII of the Indenture, the occurrence of any of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for the Series 2014-3 Notes:

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

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

(c)                if any Servicer Default occurs which would have a material adverse effect on the Series 2014-3 Noteholders; or

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

(e)                the occurrence of an Event of Default and acceleration of the Series 2014-3 Notes pursuant to Article VII of the Indenture; or

(f)                (i)  failure on the part of Transferor to make any payment or deposit required to be made by it by the terms of the Transfer Agreement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or (ii) failure of the Transferor duly to observe or perform in any material respect any of its covenants or agreements set forth in the Transfer Agreement, which failure has a material adverse effect on the Series 2014-3 Noteholders and which continues unremedied for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series 2014-3 Notes; or

(g)               any representation or warranty made by Transferor in the Transfer Agreement or any information contained in an account schedule required to be delivered by it pursuant to the Transfer Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series 2014-3 Notes and as a result of which the interests of the Series 2014-3 Noteholders are materially and adversely affected for such period; provided, however, that an Early Amortization Event pursuant to this Section 5.01(g) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer Agreement.

In the case of any event described in Sections 5.01(a), (b), (d), or (e), an Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon the occurrence of such event. In the case of any event described in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series 2014-3 Notes evidencing more than 50% of the aggregate unpaid principal amount of Series 2014-3 Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series 2014-3 Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series 2014-3 Notes as of the date of such notice.

Section 5.02.      Early Redemption Event. If Principal Receivables having an aggregate principal balance in an amount equal to or greater than 30% of the Pool Balance are designated for reassignment to the Transferor pursuant to Section 2.12(d) of the Transfer Agreement, and the Servicer determines that the Transferor Amount would be less than the Required Transferor Amount after giving effect to such reassignment, and giving effect to any scheduled payments on the Notes and any Account Additions that are scheduled to occur on or prior to the Removal Date, then an “Early Redemption Event” will be deemed to have occurred with respect to the Series 2014-3 Notes on the related Removal Date. If an Early Redemption Event occurs under this Section 5.02, the Issuer will apply all funds received from the Transferor in connection with such reassignment on the first Payment Date following the Monthly Period in which such Early Redemption Event occurred to redeem Series 2014-3 Notes and Notes of each other Series subject to early redemption pursuant to a provision similar to this Section 5.02, on a pro rata basis among each such Series and within each such Series on a pro rata basis between each Class of Notes of such Series, based on the respective Stated Principal Amounts of each such Series and each such Class of Notes subject to early redemption.

[END OF ARTICLE V]

ARTICLE VI

LEGAL MATURITY; FINAL PAYMENTS

Section 6.01.      Legal Maturity. The Series 2014-3 Notes shall be considered to be paid in full, the Holders of such Series 2014-3 Notes shall have no further right or claim, and the Issuer shall have no further obligation or liability with respect to such Series 2014-3 Notes on the earliest to occur of (i) the date on which the Outstanding Dollar Principal Amount with respect to Series 2014-3, and all Monthly Interest on such Series 2014-3 Notes, is paid in full, (ii) the date on which Collateral is sold and the proceeds in respect thereof applied in accordance with Section 7.08 of the Indenture and Section 4.14, and (iii) the Legal Maturity Date, in each case after giving effect to all deposits, allocations, reimbursements, reallocations, sales of Collateral and payments to be made in connection therewith.

[END OF ARTICLE VI]

ARTICLE VII

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

Section 7.01.      Form of Delivery for the Series 2014-3 Notes; Depository; Denominations.

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

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

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

(d) The Series 2014-3 Notes shall be issued in minimum denominations of $100,000 and integral multiples of $1,000.

Section 7.02.      Delivery and Payment for the Series 2014-3 Notes. The Issuer shall execute and deliver the Series 2014-3 Notes to the Indenture Trustee for authentication, and the Indenture Trustee shall deliver the Series 2014-3 Notes when authenticated, each in accordance with Section 4.03 of the Indenture.

Section 7.03.      Distributions.

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

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

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

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

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

(f) Except as provided in Section 13.08 of the Indenture with respect to a final distribution, distributions to Series 2014-3 Noteholders hereunder shall be made by check mailed to each Series 2014-3 Noteholder at such Series 2014-3 Noteholder’s address appearing in the Note Register without presentation or surrender of any Series 2014-3 Note or the making of any notation thereon; provided, however, that with respect to the Class A Notes registered in the name of a clearing agency, such distributions shall be made to such clearing agency in immediately available funds and with respect to the Holder of any Class B Note if such Holder shall have provided written wire transfer instructions to the Indenture Trustee not less than five Business Days prior to the Payment Date, then the Indenture Trustee shall make distributions to such Holder by wire transfer of immediately available funds.

Section 7.04.      Reports and Statements to Series 2014-3 Noteholders.

(a)                On each Payment Date, the Paying Agent, on behalf of the Indenture Trustee, shall forward to each Series 2014-3 Noteholder a statement substantially in the form of Exhibit B-1 (or otherwise containing substantially comparable information) prepared by the Servicer and delivered to the Paying Agent.

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

(c)                On or before the date that is forty-five (45) days after each calendar quarter, beginning with the fourth quarter of 2014, the Servicer shall provide to the Paying Agent, and the Paying Agent on behalf of the Indenture Trustee, shall forward to each Series 2014-3 Noteholder:

(i)                 information with respect to the credit performance of the Series 2014-3 Notes and the Receivables, including periodic and cumulative Receivables performance data, delinquency and modification data for the Receivables, substitutions and removals of the Receivables, servicer advances, if applicable, as well as losses that were allocated to the

Series 2014-3 Notes, if applicable, the remaining balance of the Receivables, and the percentage of each Class of Series 2014-3 Notes in relation to the Series 2014-3 Notes as a whole; and

(ii)               a statement regarding any changes to the information that was disclosed in connection with the issuance of the Series 2014-3 Notes regarding the nature and amount of compensation paid to BBD, each Note Rating Agency (if applicable), any third-party advisor, any mortgage or other broker, and the Servicer, the extent to which any risk of loss on the Receivables is retained by any of them, and the amount and nature of any deferred compensation or similar arrangements.

(d)               At the time of delivery of any periodic distribution report and in any event at least once per calendar quarter, while the Series 2014-3 Notes are outstanding, the Paying Agent on behalf of the Indenture Trustee, shall forward to each Series 2014-3 Noteholder copies of the Credit Risk and Performance Disclosure.

(e)                A copy of each statement or certificate provided pursuant to Section 7.04(a), (b) or (c) above may be obtained by any Series 2014-3 Noteholder or any Note Owner thereof by a request in writing to the Servicer.

(f)                On or before January 31 of each calendar year, beginning with calendar year 2015, the Paying Agent, on behalf of the Indenture Trustee, shall furnish or cause to be furnished to each Person who at any time during the preceding calendar year was a Series 2014-3 Noteholder, a statement substantially in the form of Exhibit B-2 to this Indenture Supplement prepared by the Servicer for such calendar year or the applicable portion thereof during which such Person was a Series 2014-3 Noteholder, together with other information as is required to be provided by an issuer of indebtedness under the Code. Such obligation of the Servicer shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Paying Agent pursuant to any requirements of the Code as from time to time in effect.

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

THIS CLASS B NOTE (OR ANY INTEREST HEREIN) MAY NOT BE PURCHASED WITH THE ASSETS OF (I) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY. IF PURCHASER IS (OR IS ACTING ON BEHALF OF) A GOVERNMENTAL, NON-U.S. OR CHURCH PLAN THAT IS SUBJECT TO ANY STATE, LOCAL OR OTHER LAW THAT IS SIMILAR TO SECTION 406 OF

ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), THE ACQUISITION, HOLDING AND DISPOSITION WILL NOT RESULT IN A VIOLATION OF SIMILAR LAW. NO CLASS B NOTE HOLDER WILL BE PERMITTED TO TRANSFER THE CLASS B NOTES TO ANY PERSON OR ENTITY, UNLESS SUCH PERSON OR ENTITY CAN ITSELF TRUTHFULLY MAKE THE FOREGOING REPRESENTATIONS AND COVENANTS AS PRESENTED IN THIS PARAGRAPH AND NO TRANSFER OF ANY INTEREST IN CLASS B NOTES MAY OCCUR EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS SET FORTH IN THE INDENTURE SUPPLEMENT.

[END OF ARTICLE VII]

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 8.01.      Non-petition Covenant. To the fullest extent permitted by applicable law, the Indenture Trustee, by entering into this Indenture Supplement, agrees that it will not at any time, acquiesce, petition or otherwise invoke or cause the Issuer or the Transferor to invoke the process of any Governmental Authority for the purpose of commencing or sustaining a case against the Issuer or the Transferor under any Debtor Relief Law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Issuer or the Transferor or any substantial part of its property or ordering the winding-up or liquidation of the affairs of the Issuer or the Transferor.

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

Section 8.03.      Limitations on Liability.

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

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

Section 8.04.      FATCA. Each Series 2014-3 Noteholder or Note Owner, by the purchase of such Series 2014-3 Note or its acceptance of a beneficial interest therein, acknowledges that interest on the Series 2014-3 Notes will be treated as United States source interest, and, as such, United States withholding tax may apply. Each Series 2014-3 Noteholder or Note Owner further agrees, upon request, to provide any certifications that may be required under applicable law, regulations or procedures to evidence such status and understands that if it

ceases to satisfy the foregoing requirements or provide requested documentation, payments to it under the Series 2014-3 Notes may be subject to United States withholding tax (without any corresponding gross-up). Without limiting the foregoing, if a payment made under this Indenture Supplement or the Indenture would be subject to United States federal withholding tax imposed by FATCA if the recipient of such payment were to fail to comply with FATCA (including the requirements of Code Sections 1471(b) or 1472(b), as applicable), such recipient shall deliver to the Issuer, with a copy to the Paying Agent, at the time or times prescribed by the Code and at such time or times reasonably requested by the Issuer or the Paying Agent, such documentation prescribed by the Code (including as prescribed by Code Section 1471(b)(3)(C)(i)) and such additional documentation reasonably requested by the Issuer or the Paying Agent to comply with their respective obligations under FATCA, to determine that such recipient has complied with such recipient’s obligations under FATCA, or to determine the amount to deduct and withhold from such payment. For these purposes, “FATCA” means Section 1471 through 1474 of the Code and any regulations or official interpretations thereof (including any revenue ruling, revenue procedure, notice or similar guidance issued by the U.S. Internal Revenue Service thereunder as a precondition to relief or exemption from taxes under such Sections, regulations and interpretations), any agreements entered into pursuant to Code Section 1471(b)(1), and including any amendments made to FATCA after the date of this Indenture Supplement.

Section 8.05.      [RESERVED].

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

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

[END OF ARTICLE VIII]

ARTICLE IX

INSOLVENCY PROCEEDING WITH RESPECT TO BBD

Section 9.01.      Actions Upon Repudiation.

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

(b)               Upon receipt of the notice specified in Section 9.01(a), the Indenture Trustee shall determine the date (the “Applicable Distribution Date”) for making a distribution to the Series 2014-3 Noteholders of such damages, which date shall be the earlier of (i) the next Payment Date on which such damages could be distributed and (ii) the earliest practicable date by which the Indenture Trustee could declare a special distribution date, in each case subject to all applicable provisions of the Indenture, applicable law and the procedures of any applicable clearing agency. The Indenture Trustee is authorized and instructed to retain possession and control of the Accumulation Reserve Account and the Collection Account and all amounts on deposit therein.

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

(d)               If the Applicable Distribution Date is a special distribution date, the Indenture Trustee shall (i) declare such special distribution date (the record date for which shall be the close of business on the day immediately preceding such special distribution date), (ii) declare a special distribution to the Series 2014-3 Noteholders consisting of unpaid interest on each Series 2014-3 Note and the outstanding principal balance of each Series 2014-3 Note and (iii) deliver notice to the Series 2014-3 Noteholders of such special distribution date and special distribution.

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

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

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

Account) and transferred to the Principal Funding Account so that the amount on deposit in the Principal Funding Account shall equal the aggregate amount to be distributed as specified in Section 9.01(c), and (B) promptly inform the Indenture Trustee of such computation; and

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

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

Section 9.02.      Notice.

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

(b)               If the FDIC (i) is appointed as a conservator or receiver of BBD and (ii) is in monetary default hereunder or under the other Transaction Documents, the Indenture Trustee shall, at the direction of the Majority Holders of all Outstanding Notes, the Servicer or a Series 2014-3 Noteholder, be entitled to deliver written notice to the FDIC requesting the exercise of contractual rights hereunder and under the other Transaction Documents.

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

[END OF ARTICLE IX]

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.

[Signature Page to Series 2014-3 Indenture Supplement

ACKNOWLEDGED AND AGREED TO:

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

[Signature Page to Series 2014-3 Indenture Supplement]

EXHIBIT A-1

FORM OF
CLASS A SERIES 2014-3 FIXED RATE ASSET BACKED NOTE

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

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

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

BARCLAYS DRYROCK ISSUANCE TRUST

CLASS A SERIES 2014-3 FIXED RATE ASSET BACKED NOTE

Barclays Dryrock Issuance Trust (herein referred to as the “Issuer” or the “Trust”), a Delaware statutory trust governed by the Second Amended and Restated Trust Agreement, dated as of August 1, 2012, as amended and restated as of December 17, 2013, for value received, hereby promises to pay to CEDE & CO., or registered assigns, subject to the following provisions, a principal sum of $750,000,000 payable on the September  2019  Payment Date (the “Expected Final Payment Date”) in accordance with the Indenture, except as otherwise provided below; provided, however, that the principal amount of this Note shall be due and payable on the July  2022  Payment Date (the “Legal Maturity Date”) in accordance with the Indenture. The Issuer will pay interest on the unpaid principal amount of this Note at the Class A Note Interest Rate on each Payment Date until the principal amount of this Note is paid in full. Interest on this Note will accrue for each Payment Date from and including the most recent Payment Date on which interest has been paid to but excluding such Payment Date or, for the initial Payment Date, from and including the Closing Date to but excluding such Payment Date. Interest will be computed on the basis of a 360-day year consisting of twelve 30 day months . Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

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

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

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

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

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

Dated: [__] [__], 2014

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

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

Dated: [__] [__], 2014

BARCLAYS DRYROCK ISSUANCE TRUST

CLASS A SERIES 2014-3 FIXED RATE ASSET BACKED NOTE

[Reverse of Class A Note]

This Class A Note is one of a duly authorized issue of Notes of the Issuer, designated as its Barclays Dryrock Issuance Trust, Series 2014-3 (the “Series 2014-3 Notes”), issued under an Amended and Restated Indenture, dated as of August 1, 2012, as amended and restated as of December 17, 2013 (the “Indenture”), between the Issuer and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee,” which term includes any successor Indenture Trustee under the Indenture), as supplemented by the Indenture Supplement, dated as of September 18, 2014 (the “Indenture Supplement”), and representing the right to receive certain payments from the Issuer. The term “Indenture,” unless the context otherwise requires, refers to the Indenture as supplemented by the Indenture Supplement. The Notes are subject to all of the terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended. In the event of any conflict or inconsistency between the Indenture and this Note, the Indenture shall control.

The Series 2014-3 Notes also include the Class B Notes issued under the Indenture simultaneously with the Class A Notes.

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

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

The Expected Final Payment Date is the September  2019  Payment Date, but principal with respect to the Class A Notes may be paid earlier or later under certain circumstances described in the Indenture. If for one or more months during the Controlled Accumulation Period there are not sufficient funds to deposit the Controlled Deposit Amount into the Principal Funding Account, then to the extent that excess funds are not available on subsequent Payment Dates with respect to the Controlled Accumulation Period to make up for such shortfalls, the final payment of principal of the Notes will occur later than the Expected Final Payment Date. Payments of principal of the Notes shall be payable in accordance with the provisions of the Indenture.

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

On each Payment Date, the Paying Agent shall distribute to each Class A Noteholder of record on the related Record Date (except for the final distribution in respect of this Class A Note) such Class A Noteholder’s pro rata share of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest and principal on the Class A Notes pursuant to the Indenture Supplement. Except as provided in the Indenture with respect to a final distribution, distributions to Series 2014-3 Noteholders shall be made (i) by check mailed to each Series 2014-3 Noteholder (at such Noteholder’s address as it appears in the Note Register), except that with respect to any Series 2014-3 Notes registered in the name of the nominee of a clearing agency, such distribution shall be made in immediately available funds and with respect to the Class B Notes if the Noteholder has provided written wire transfer instructions to the Indenture Trustee as provided in the Indenture, then such distribution shall be made in immediately available funds and (ii) without presentation or surrender of any Series 2014-3 Note or the making of any notation thereon. Final payment of this Class A Note will be made only upon presentation and surrender of this Class A Note at the office or agency specified in the notice of final distribution delivered by the Indenture Trustee to the Series 2014-3 Noteholders in accordance with the Indenture.

On any day occurring on or after the date on which the Outstanding Dollar Principal Amount of the Series 2014-3 Notes is reduced to less than 10% of its highest Outstanding Dollar Principal Amount at any time, the Trust shall have the right, but not the obligation to, redeem the Series 2014-3 Notes at a redemption price equal to 100% of the Outstanding Dollar Principal Amount of the Series 2014-3 Notes, plus accrued, unpaid and additional interest or principal accreted and unpaid on such Notes to but excluding the date of redemption; provided, however, that in no event shall an optional redemption occur if 25% or more of the Initial Dollar Principal Amount of the Series 2014-3 Notes is still outstanding.

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

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

Except as otherwise provided in the Indenture Supplement, the Class A Notes are issuable only in minimum denominations of $100,000 and $1,000 increments in excess thereof. The transfer of this Class A Note shall be registered in the Note Register upon surrender of this Class A Note for registration of transfer at the office or agency of the Issuer in a Place of Payment, accompanied by a written instrument of transfer, in a form satisfactory to the Issuer and the Note

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.

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.

EXHIBIT A-2

FORM OF
CLASS B SERIES 2014-3 FIXED RATE ASSET BACKED NOTE

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

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

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

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

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

BARCLAYS DRYROCK ISSUANCE TRUST

CLASS B SERIES 2014-3 FIXED RATE ASSET BACKED NOTE

Barclays Dryrock Issuance Trust (herein referred to as the “Issuer” or the “Trust”), a Delaware statutory trust governed by the Second Amended and Restated Trust Agreement, dated as of August 1, 2012, as amended and restated as of December 17, 2013, for value received, hereby promises to pay to Barclays Dryrock Funding LLC, subject to the following provisions, the principal sum of $164,635,000 payable on the September  2019  Payment Date (the “Expected Final Payment Date”) in accordance with the Indenture, except as otherwise provided below; provided, however, that the amount of this Note shall be due and payable on the July  2022  Payment Date (the “Legal Maturity Date”) in accordance with the Indenture. The Issuer will pay interest on the unpaid principal amount of this Note at the Class B Note Interest Rate on each Payment Date until the principal amount of this Note is paid in full. Interest on this Note will accrue for each Payment Date from and including the most recent Payment Date on which interest has been paid to but excluding such Payment Date or, for the initial Payment Date, from and including the Closing Date to but excluding such Payment Date. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

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

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

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

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

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

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

	BARCLAYS DRYROCK ISSUANCE TRUST, as Issuer
	By:	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee under the Trust Agreement
	By:	_______________________________
		Name:
		Title:

Dated: [__] [__], 2014

INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated: [__] [__], 2014

BARCLAYS DRYROCK ISSUANCE TRUST

CLASS B SERIES 2014-3 FIXED RATE ASSET BACKED NOTE

[Reverse of Class B Note]

This Class B Note is one of a duly authorized issue of Notes of the Issuer, designated as its Barclays Dryrock Issuance Trust, Series 2014-3 (the “Series 2014-3 Notes”), issued under an Amended and Restated Indenture, dated as of August 1, 2012, as amended and restated as of December 17, 2013 (the, “Indenture”), between the Issuer and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee,” which term includes any successor Indenture Trustee under the Indenture), as supplemented by the Indenture Supplement dated as of September 18, 2014 (the “Indenture Supplement”), and representing the right to receive certain payments from the Issuer. The term “Indenture,” unless the context otherwise requires, refers to the Indenture as supplemented by the Indenture Supplement. The Notes are subject to all of the terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended. In the event of any conflict or inconsistency between the Indenture and this Note, the Indenture shall control.

The Series 2014-3 Notes also include the Class A Notes issued under the Indenture simultaneously with the Class B Notes. The Class B Notes are subordinate to the Class A Notes.

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

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

The Expected Final Payment Date is the September  2019  Payment Date, but principal with respect to the Class B Notes may be paid earlier or later under certain circumstances described in the Indenture. If for one or more months during the Controlled Accumulation Period there are not sufficient funds to deposit the Controlled Deposit Amount into the Principal Funding Account, then to the extent that excess funds are not available on subsequent Payment Dates with respect to the Controlled Accumulation Period to make up for such shortfalls, the final payment of principal of the Notes will occur later than the Expected Final Payment Date. Payments of principal of the Notes shall be payable in accordance with the provisions of the Indenture.

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

On each Payment Date, the Paying Agent shall distribute to each Class B Noteholder of record on the related Record Date (except for the final distribution in respect of this Class B Note) such Class B Noteholder’s pro rata share of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest and principal on the Class B Notes pursuant to the Indenture Supplement. Except as provided in the Indenture with respect to a final distribution, distributions to Series 2014-3 Noteholders shall be made by (i) check mailed to each Series 2014-3 Noteholder (at such Noteholder’s address as it appears in the Note Register), except that with respect to any Series 2014-3 Notes registered in the name of the nominee of a clearing agency, such distribution shall be made in immediately available funds and with respect to the Class B Notes if the Noteholder has provided written wire transfer instructions to the Indenture Trustee as provided in the Indenture, then such distribution shall be made in immediately available funds to the Class B Noteholder and (ii) without presentation or surrender of any Series 2014-3 Note or the making of any notation thereon. Final payment of this Class B Note will be made only upon presentation and surrender of this Class B Note at the office or agency specified in the notice of final distribution delivered by the Indenture Trustee to the Series 2014-3 Noteholders in accordance with the Indenture.

On any day occurring on or after the date on which the Outstanding Dollar Principal Amount of the Series 2014-3 Notes is reduced to less than 10% of its highest Outstanding Dollar Principal Amount at any time, the Trust shall have the right, but not the obligation to, redeem the Series 2014-3 Notes at a redemption price equal to 100% of the Outstanding Dollar Principal Amount of the Series 2014-3 Notes, plus accrued, unpaid and additional interest or principal accreted and unpaid on such Notes to but excluding the date of redemption; provided, however, that in no event shall an optional redemption occur if 25% or more of the Initial Dollar Principal Amount of the Series 2014-3 Notes is still outstanding.

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

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

Except as otherwise provided in the Indenture Supplement, the Class B Notes are issuable only in minimum denominations of $100,000 and $1,000 increments in excess thereof. The transfer of this Class B Note shall be registered in the Note Register upon surrender of this Class B Note for registration of transfer at the office or agency of the Issuer in a Place of Payment, accompanied by a written instrument of transfer, in a form satisfactory to the Issuer and the Note

Registrar, duly executed by the Class B Noteholder or such Class B Noteholder’s attorney, and duly authorized in writing with such signature guaranteed, and thereupon one or more new Class B Notes in any authorized denominations of like aggregate Stated Principal Amount, Expected Final Payment Date and Legal Maturity Date and of like terms will be issued to the designated transferee or transferees.

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

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

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

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:
	______________________________

EXHIBIT B-1

FORM OF MONTHLY NOTEHOLDERS’ STATEMENT

BARCLAYS DRYROCK ISSUANCE TRUST

SERIES 2014-3

MONTHLY PERIOD ENDING [●] [●] 20[●]

Pursuant to (i) the Amended and Restated Indenture, dated as of August 1, 2012, as amended and restated as of December 17, 2013 (the “Indenture”), between Barclays Dryrock Issuance Trust (the “Issuer” or the “Trust”), and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), as supplemented by the Indenture Supplement, dated as of September 18, 2014 (the “Indenture Supplement”), between the Issuer and the Indenture Trustee, and (ii) the Amended and Restated Servicing Agreement, dated as of August 1, 2012, as amended and restated as of December 17, 2013 (the “Servicing Agreement”), among Barclays Dryrock Funding LLC, as transferor (the “Transferor”), Barclays Bank Delaware, as servicer and administrator (“BBD” or the “Servicer”), the Issuer and the Indenture Trustee, BBD as Servicer is required to prepare certain information each month regarding current payments to the Series 2014-3 Noteholders and the performance of the Trust during the previous monthly period. The information prepared with respect to the Payment Date of [●][●], 20[●] is set forth below. Certain terms used in this Monthly Noteholders’ Statement have their respective meanings set forth in the Indenture, the Indenture Supplement and the Servicing Agreement.

FORM OF MONTHLY SERVICER STATEMENT

BARCLAYS DRYROCK ISSUANCE TRUST

SERIES 2014-3

MONTHLY PERIOD ENDING [●] [●] 20[●]

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.

EXHIBIT B-2

FORM OF ANNUAL PAYMENT INFORMATION

BARCLAYS DRYROCK ISSUANCE TRUST

SERIES 2014-3

FOR THE YEAR ENDED DECEMBER 31, 20[__]

The undersigned, a duly authorized representative of Barclays Bank Delaware (“BBD”), as Servicer pursuant to the Amended and Restated Indenture, dated as of August 1, 2012, as amended and restated as of December 17, 2013 (the “Indenture”), between Barclays Dryrock Issuance Trust (the “Issuer” or the “Trust”), and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), as supplemented by the Indenture Supplement, dated as of September [__], 2014 (the “Indenture Supplement”), between the Issuer and the Indenture Trustee, and (ii) the Amended and Restated Servicing Agreement, dated as of August 1, 2012, as amended and restated as of December 17, 2013 (the “Servicing Agreement”), among Barclays Dryrock Funding LLC, as transferor (the “Transferor”), Barclays Bank Delaware, as servicer and administrator (“BBD” or “Servicer”), the Issuer and the Indenture Trustee, does hereby certify as follows:

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

Pursuant to Section 7.03 of the Indenture Supplement, the Servicer instructed the Indenture Trustee to pay in accordance with Section 7.03 from amounts in the collection Account and allocated to Series 2014-3 or the Principal Funding Account, as applicable, the following aggregate amounts during the year ended December 31, 20[__]:

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

	BARCLAYS BANK DELAWARE, as Servicer
	By:	_______________________________
		Name:
		Title:

EXHIBIT B-3

FORM OF DAILY SERVICER’S STATEMENT

[·][·], 20[·]

Barclays Dryrock Issuance Trust

c/o Wilmington Trust National Association

Rodney Square North, 1100 North Market Street

Wilmington, DE 19890

Dear Sirs

In accordance with the terms of the Servicing Agreement, Indenture and the Series 2014-3 Indenture Supplement

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

EXHIBIT C

FORM OF MONTHLY SERVICER’S CERTIFICATE

BARCLAYS BANK DELAWARE

BARCLAYS DRYROCK ISSUANCE TRUST

SERIES 2014-3

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

1. Capitalized terms used in this Certificate have their respective meanings set forth in the Agreement or the Amended and Restated Indenture, dated as of August 1, 2012, as amended and restated as of December 17, 2013 (the “Indenture”), between the Trust and the Indenture Trustee, as supplemented by the Series 2014-3 Indenture Supplement, dated as of September [__], 2014, between the Trust and the Indenture Trustee (the “Indenture Supplement” and together with the Indenture, the “Indenture”), as applicable.

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

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

4. This Certificate relates to the Payment Date occurring on [__________ ____, 20__].

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

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

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

C-2