DRYROCK FUNDING LLC, Transferor DRYROCK ISSUANCE TRUST, Issuer and U.S. BANK NATIONAL ASSOCIATION Indenture Trustee TRANSFER AGREEMENT dated as of August 1, 2012

TRANSFER AGREEMENT, dated as of August 1, 2012 (this “Agreement”), by and among DRYROCK FUNDING LLC, a Delaware limited liability company, as transferor (the “Transferor”), DRYROCK ISSUANCE TRUST, a statutory trust created under the laws of the State of Delaware, as issuer (the “Issuer” or the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as indenture trustee (the “Indenture Trustee”).

In consideration of the mutual agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree that this Agreement, together with the Transaction Documents (each capitalized term as hereinafter defined), will define the contractual rights and responsibilities of the Transferor, the Issuer and the Indenture Trustee, including, but not limited to, representations and warranties, ongoing disclosure requirements and measures to avoid conflicts of interest, and hereby further agree as follows:

Section 1.1.     Definitions. Whenever used in this Agreement, the following words and phrases shall have the following meanings.

“Account” means (a) each Initial Account, (b) each Additional Account (but only from and after the Addition Date with respect thereto), and (c) each Related Account. The term “Account” shall exclude (i) any Removed Account and (ii) any Account, all the Receivables of which are reassigned to the Transferor pursuant to Section 2.6 or Section 2.7. Further, the term Account shall exclude any account in any private label credit card program unless such private label credit card program is designated as an Approved Portfolio pursuant to Section 2.15.

“Account Agreement” means, with respect to an Account, the agreement by and between BBD and any Person governing the terms and conditions of such Account, as such agreement may be amended, restated, supplemented or otherwise modified from time to time.

“Account Assignment” has the meaning specified in Section 2.11(c)(v).

“Account Guidelines” means the established policies and procedures of BBD, (a) relating to the operation of its credit card business, which generally are applicable to its portfolio of similar accounts, including the policies and procedures for determining the creditworthiness of customers and the extension of charge privileges to customers and (b) relating to the maintenance of accounts and collection of receivables, in each case as such policies and procedures may be amended, restated, supplemented or otherwise modified from time to time.

“Addition Date” means, with respect to Additional Accounts, the date specified as such in the related Account Assignment.

“Additional Account” means each credit card account in any Approved Portfolio established pursuant to an Account Agreement by and between BBD and any Person, which account is designated pursuant to Section 2.11(a) or (b) to be included as an Account and identified on the account schedule delivered to the Issuer and the Indenture Trustee by the Transferor pursuant to Section 2.1 and Section 2.11(c), which shall supplement and amend the TA Account Schedule.

“Administrator” has the meaning specified in the Servicing Agreement.

“Adverse Effect” has the meaning specified in the Indenture.

“Affiliate” has the meaning specified in the Indenture.

“Affinity Counterparty” has the meaning specified in Section 2.12(d).

“Affinity Program” has the meaning specified in Section 2.12(d).

“Agreement” means this Transfer Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Allocation Amount” has, with respect to any Series or Class of Notes, the meaning specified in the applicable Indenture Supplement for such Series or Class.

“Amortization Period” means any amortization period defined in the related Indenture Supplement where (i) following the Revolving Period or (ii) during the suspension of the Revolving Period, Principal Collections are distributed to, or deposited in an Issuer Account for the benefit of, the Noteholders of such Series or Class.

“Approved Portfolio” means (i) any credit card accounts included in a Non Co-branded Portfolio and (ii) any credit card accounts included in any of the following program portfolios: BJ’s Wholesale Club, Inc.; Apple, Inc.; Black Card, LLC; BlueGreen Corporation; ▇▇▇▇▇▇ & ▇▇▇▇▇, Inc.; Republic Airways Holdings, Inc.; Virgin America, Inc.; Miles & More International GmbH; L.L. Bean, Inc.; ▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.; Princess Cruise Line, Ltd.; Affinity Group, Inc.; Seamiles, LLC and Carnival Cruise Lines, a subsidiary of Carnival PLC; and US Airways Group, Inc., and (iii) any credit card accounts included in any additional program portfolio that is designated as an Approved Portfolio pursuant to Section 2.15.

“Assigned Assets” has the meaning specified in Section 3.4.

“Assumed Obligations” has the meaning specified in Section 3.4.

“Assuming Entity” has the meaning specified in Section 3.4.

“Assumption Agreement” has the meaning specified in Section 3.4(b).

“Authorized Newspaper” has the meaning specified in the Indenture.

“Authorized Officer” means:

(a)  (i) with respect to the Issuer, (A) any officer of the Beneficiary who is authorized to act for the Beneficiary in matters relating to the Issuer pursuant to the Trust Agreement or (B) any officer of the Owner Trustee who is authorized to act for the Owner Trustee in matters relating to the Issuer and who is identified on the list of Authorized Officers, containing the specimen signature of each such Person, delivered by the Owner Trustee to the Indenture Trustee and the Transferor from time to time, and (ii) any officer of the Administrator who is authorized to act for the Administrator in matters relating to the Issuer and to be acted upon by the Administrator pursuant to the Servicing Agreement and who is identified on the list of Authorized Officers, containing the specimen signatures of each such Person, delivered by the Administrator to the Indenture Trustee and the Transferor from time to time; and

(b)  with respect to the Transferor, any officer of the Transferor who is identified on the list of Authorized Officers, containing the specimen signature of each such Person, delivered by the Transferor to the Indenture Trustee and the Owner Trustee (on behalf of the Issuer) from time to time.

“BBD” means Barclays Bank Delaware, a Delaware banking corporation.

“Bearer Notes” has the meaning specified in the Indenture.

“Business Day” has the meaning specified in the Indenture.

“Cash Advance Fees” means cash advance transaction fees and cash advance late fees, if any, as specified in any Account Agreement applicable to an Account.

“Class” has the meaning specified in the Indenture.

“Collection Account” has the meaning specified in the Indenture.

“Collections” means, for any Date of Processing, all payments (including Insurance Proceeds and Recoveries) received in respect of the Receivables, in the form of cash, checks, wire transfers, electronic transfers, ATM transfers or any other form of payment in accordance with the related Account Agreement and all other amounts specified by this Agreement, the Servicing Agreement, the Indenture or the applicable Indenture Supplement as constituting Collections. With respect to any Date of Processing, all Interchange received with respect to the preceding Date of Processing and all Recoveries with respect to Receivables previously charged-off as uncollectible will be treated as Collections of Finance Charge Receivables.

“Commission” has the meaning specified in the Indenture.

“Date of Processing” means, with respect to any transaction or any activity relating to any account or receipt of Collections, the Business Day on which such transactions or activities or the Collections are first identified in written form under the Servicer’s customary and usual servicing practices (without regard to the effective date of such recordation).

“Debtor Relief Laws” means (a) the United States Bankruptcy Code and (b) all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, readjustment of debt, marshalling of assets, assignment for the benefit of creditors and similar debtor relief laws from time to time in effect in any jurisdiction affecting the rights of creditors generally or the rights of creditors of banks.

“Defaulted Receivables” means, for any Date of Processing, all Principal Receivables which are charged off as uncollectible on the Servicer’s computer file of Accounts on such Date of Processing in accordance with the Account Guidelines and the Servicer’s customary and usual servicing procedures for servicing receivables comparable to the Receivables.

“Discount Option Date” means each date on which a Discount Option Percentage designated by the Transferor pursuant to Section 2.14 takes effect.

“Discount Option Percentage” means the percentage, if any, designated from time to time by the Transferor pursuant to Section 2.14(a).

“Discount Option Receivables” has the meaning specified in Section 2.14(a).

“Discount Option Receivables Collections” means, on any Date of Processing occurring on or after the related Discount Option Date, the product of (a) the Discount Option Percentage and (b) all Collections of Principal Receivables arising in Accounts subject to the Discount Option Percentage pursuant to Section 2.14 that are received on such Date of Processing.

“Dollars,” “$” or “U.S. $” means United States dollars.

“Early Amortization Event” has the meaning specified in the Indenture, as supplemented with respect to any Series or Class of Notes by the applicable Indenture Supplement.

“Eligible Account” means each credit card account in any Approved Portfolio owned by BBD established pursuant to an Account Agreement by and between BBD and any Person, which meets the following requirements as of the applicable Selection Date:

(a)  is a credit card account in existence and maintained with BBD;

(b)  is payable in Dollars;

(c)  has an Obligor who is not identified by the Servicer in its computer files as being involved in a bankruptcy or insolvency proceeding;

(d)  has an Obligor who has provided, as his or her most recent billing address, an address located in the United States or its territories or possessions or a United States military address;

(e)  has not been identified as an account with respect to which a related card has been lost or stolen;

(f)  has not been sold or in which a security interest has been granted by BBD to any other party;

(g)  does not have any receivables that have been sold or pledged by BBD to any Person other than the Transferor; and

(h)  does not have receivables that are Defaulted Receivables or that have been identified by the Servicer as having been incurred as a result of the fraudulent use of a related credit or card.

“Eligible Receivable” means each Receivable:

(a)  which has arisen in an Eligible Account;

(b)  which was created in compliance in all material respects with all Requirements of Law applicable to BBD and pursuant to an Account Agreement that complies in all material respects with all Requirements of Law applicable to BBD, in either case, the failure to comply with which would have an Adverse Effect;

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

(d)  as to which, immediately prior to the transfer of such Receivable to the Trust, the Transferor has good and marketable title thereto, free and clear of all Liens (other than any Lien for municipal or other local taxes of the Transferor or BBD if such taxes are not then due and payable or if the Transferor or BBD is then contesting the validity thereof in good faith by appropriate proceedings and has set aside on its books and records adequate reserves with respect thereto);

(e)  which has been the subject of either a valid transfer and assignment from the Transferor to the Trust of all the Transferor’s right, title and interest therein (including any

(f)  which is the legal, valid and binding payment obligation of an Obligor thereon, enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity);

(g)  which, at the time of transfer to the Trust, has not been waived or modified except as permitted in accordance with the Account Guidelines and which waiver or modification is reflected in the Servicer’s computer file of Accounts;

(h)  which, at the time of transfer to the Trust, is not subject to any right of rescission, setoff, counterclaim or any other defense (including defenses arising out of violations of usury laws) of an Obligor, other than defenses arising out of applicable Debtor Relief Laws;

(i)  as to which, at the time of transfer to the Trust, the Transferor has satisfied all its obligations required to be satisfied under the Account Agreement by such time;

(j)  as to which, at the time of transfer to the Trust, neither the Transferor nor BBD, as the case may be, has taken any action which would impair, or omitted to take any action the omission of which would impair, in any material respect the rights of the Trust or the Noteholders therein; and

(k)  which constitutes an “account” as defined in Article 9 of the UCC as then in effect in any jurisdiction where the filing of a financing statement is then required to perfect the Trust’s interest in such Receivable and the proceeds thereof.

“Event of Default” has the meaning specified in the Indenture.

“Excess Funding Account” has the meaning specified in the Indenture.

“Excess Funding Amount” means, at any time, the aggregate amount on deposit in the Excess Funding Account.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Execution Date” means August 1, 2012.

“FDIA” means the Federal Deposit Insurance Act, as amended.

“FDIC” means the Federal Deposit Insurance Corporation or any successor thereto.

“FDIC Rule” means 12 C.F.R. §360.6, as it may be amended from time to time and subject to such clarifications and interpretations as may be provided by the FDIC or by the FDIC’s staff from time to time.

“Finance Charge Collections” means, for any Date of Processing, the sum of (a) with respect to Receivables included as part of the Trust Assets, all Collections received by the Servicer on behalf of the Issuer of Finance Charge Receivables, (b) any amounts received by the Issuer which are designated as Finance Charge Collections pursuant to this Agreement, the Servicing Agreement, the Indenture or any Indenture Supplement, which shall include all Recoveries with respect to Receivables previously charged off as uncollectible and the Interchange received, in each instance for such Date of Processing, and (c) the amount of investment earnings (net of losses and investment expenses), if any, on amounts on deposit in the Collection Account and the Excess Funding Account on such Date of Processing.

“Finance Charge Receivables” means all amounts billed to the Obligors or any Account in respect of (a) all Periodic Rate Finance Charges, (b) Cash Advance Fees, (c) annual membership fees and annual service charges, (d) Late Fees, (e) Overlimit Fees, (f) Discount Option Receivables, if any, and (g) any other incidental and miscellaneous fees and charges with respect to the Accounts designated by the Transferor at any time and from time to time to be included as Finance Charge Receivables.

“Governmental Authority” means the United States of America, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Group” means, with respect to any Series, the group of Series, if any, in which the related Indenture Supplement specifies such Series is to be included.

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

“Indenture Supplement” has 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.

“Independent Director” has the meaning specified in Section 2.8(f)(viii).

“Ineligible Receivables” has the meaning specified in Section 2.6(b).

“Initial Account” means each credit card account in any Approved Portfolio established pursuant to an Account Agreement by and between BBD and any Person, which account is identified in the TA Account Schedule delivered to the Issuer and the Indenture Trustee on the Execution Date by the Transferor pursuant to Section 2.1.

“Insolvency Event” has the meaning specified in Section 4.1.

“Insurance Proceeds” means all Insurance Proceeds (as defined in the Receivables Purchase Agreement) that are paid to the Transferor as provided in the Receivables Purchase Agreement (other than those Insurance Proceeds relating to a Removed Account).

“Interchange” means all Interchange (as defined in the Receivables Purchase Agreement) that is allocable to the Receivables transferred by the Transferor to the Trust.

“Issuance Date” means each date on which a Series or Class of Notes is issued.

“Issuer” has the meaning specified in the first paragraph of this Agreement.

“Issuer Accounts” means, collectively, the Excess Funding Account, the Collection Account and any Supplemental Issuer Account.

“Issuer Tax Opinion” has the meaning specified in the Indenture.

“Late Fees” has the meaning specified in the Account Agreement applicable to each Account for late fees or similar terms.

“Lien” means any security interest, mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, equity interest, encumbrance, lien (statutory or other), preference, participation interest, priority or other security agreement or preferential arrangement of any kind or nature whatsoever, including any conditional sale or other title retention agreement, or any financing lease having substantially the same economic effect as any of the foregoing; provided, however, that any assignment permitted by Section 3.02 of the Trust Agreement or Section 3.2 or Section 3.4 of this Agreement shall not be deemed to constitute a Lien; provided further, however, that the lien created in favor of the Indenture Trustee under the Indenture shall not be deemed to constitute a Lien.

“Maximum Addition Limit” means, with respect to each Addition Date, unless the Note Rating Agency Condition is satisfied:

(a)  an aggregate principal balance as of such Addition Date of Additional Accounts not in excess of the lesser of:

(b)  a total number of Additional Accounts not in excess of the lesser of:

“Monthly Period” has the meaning specified in the Indenture.

“Non Co-branded Portfolio” means credit card accounts issued by BBD, or an affiliate of BBD, which (i) bear either the Barclays, Barclaycard, or Juniper brand and not the brand of any other financial or non-financial organization and (ii) the value proposition and rewards structure of which is not directly tied to or affiliated with an external brand or loyalty program.

“Note” or “Notes” has the meaning specified in the Indenture.

“Note Owner” has the meaning specified in the Indenture.

“Note Rating Agency” has, with respect to any Outstanding Notes, the meaning specified in the applicable Indenture Supplement for such Notes.

“Note Rating Agency Condition” has the meaning specified in the Indenture.

“Note Register” has the meaning specified in the Indenture.

“Note Registrar” has the meaning specified in the Indenture.

“Note Transfer Date” means the Business Day prior to the Payment Date for a Series or Class of Notes.

“Noteholder” or “Holder” has the meaning specified in the Indenture.

“Obligor” means, with respect to any Account, the Person or Persons obligated to make payments with respect to such Account, including any guarantor thereof, but excluding any merchant.

“Officer’s Certificate” has the meaning specified in the Indenture.

“Opinion of Counsel” has the meaning specified in the Indenture.

“Outstanding” has the meaning specified in the Indenture.

“Outstanding Dollar Principal Amount” has the meaning specified in the Indenture.

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

“Overlimit Fees” has the meaning specified in the Account Agreement applicable to each Account for overlimit fees or similar terms if such fees are provided for in the Account Agreement with respect to such Account.

“Payment Date” has the meaning specified in the Indenture.

“Periodic Rate Finance Charges” has the meaning specified in the Account Agreement applicable to each Account for finance charges (due to periodic rate) or similar terms.

“Person” has the meaning specified in the Indenture.

“Pool Balance” means, for any Date of Processing, the sum of (a) the aggregate amount of Principal Receivables as of the close of business on such Date of Processing, and (b) the Excess Funding Amount as of the close of business on such Date of Processing.

“Principal Collections” means, for any Date of Processing, the sum of (a) with respect to Receivables, all Collections other than those designated as Finance Charge Collections for such Date of Processing, and (b) the amount of funds withdrawn from the Excess Funding Account on such Date of Processing which are required to be deposited into the Collection Account and treated as Principal Collections in accordance with Section 5.07 of the Indenture.

“Principal Receivables” means all Receivables other than Finance Charge Receivables or Defaulted Receivables. In calculating the aggregate amount of Principal Receivables on any day, the amount of Principal Receivables shall be reduced by the aggregate amount of credit balances in the Accounts on such day. Any Principal Receivables which the Transferor is unable to transfer as provided in Section 2.1 shall not be included in calculating the amount of Principal Receivables.

“Proceeding” means any suit in equity, action at law or other judicial or administrative proceeding.

“Reassignment Amount” means, with respect to the Receivables, for any Note Transfer Date, the sum of (a) an amount equal to the outstanding principal balance of such Receivables as of the last day of the prior Monthly Period and (b) accrued and unpaid interest through the related Payment Date on Notes with an Outstanding Dollar Principal Amount equal to the applicable amount specified in clause (a), which interest shall be determined based on the applicable note interest rates of each such Series or Class of Notes through the related Payment Date of such Series or Class.

“Receivables” means all amounts shown on the Servicer’s records as amounts payable by an Obligor on any Account from time to time, including amounts payable for Principal Receivables and Finance Charge Receivables. Receivables that become

“Receivables Purchase Agreement” means the Receivables Purchase Agreement, dated as of August 1, 2012, by and between BBD and the Transferor, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Recoveries” means all Recoveries (as defined in the Receivables Purchase Agreement) that are paid to the Transferor as provided in the Receivables Purchase Agreement (other than those Recoveries related to a Removed Account).

“Registered Note” has the meaning specified in the Indenture.

“Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

“Related Account” means each Account in any Approved Portfolio with respect to which a new account number has been issued by BBD or the Servicer (a) in compliance with the Account Guidelines and the related Account Agreement, (b) to the same Obligor or Obligors of such Account, and (c)(i) as a result of the credit card with respect to such Account being lost or stolen; (ii) as a result of the related Obligor requesting a change in his or her billing cycle; (iii) as a result of the related Obligor requesting the discontinuance of responsibility with respect to such Account; (iv) as a result of the related Obligor requesting a product change; (v) as a result of fraudulent use of the credit card with respect to such Account; or (vi) for any other reasons permitted by the Account Guidelines; provided, that such Account can be traced or identified by reference to or by way of the code designation in the securitization field of such Account, which code designation is contained in the computer or other records of BBD used to generate the TA Account Schedule.

“Removal Date” has the meaning specified in Section 2.12(a)(i).

“Removal Notice Date” has the meaning specified in Section 2.12(a)(i).

“Removed Accounts” has the meaning specified in Section 2.12(a).

“Required Pool Balance” means, for any Date of Processing, the sum of (a) for all Notes in their Revolving Period, the sum of the Allocation Amounts of such Notes as of the close of business on such Date of Processing and (b) for all Notes in their Amortization Period, the sum of the Allocation Amounts of such Notes as of the close of business on the last day of the most recent Revolving Period for each of such Notes (exclusive of (i) any Notes that will be paid in full on or prior to the Payment Date immediately following such Date of Processing and (ii) any Notes that will have an Allocation Amount of zero on the Payment Date immediately following such Date of Processing (after giving effect to payments made on such Payment Date)).

“Required Transferor Amount” means, for any Date of Processing, the product of (a) the Principal Receivables as of the close of business on such Date of Processing and (b) the Required Transferor Amount Percentage.

“Required Transferor Amount Percentage” means 6.0% or such other percentage as shall be designated from time to time by the Transferor; provided, however, that prior to designating any lesser percentage, the Transferor shall have provided to the Indenture Trustee an Issuer Tax Opinion and satisfied the Note Rating Agency Condition.

“Requirements of Law” means any law, treaty, rule or regulation, or determination of an arbitrator or Governmental Authority, whether federal, state or local (including, without limitation, usury laws, the Federal Truth in Lending Act and Regulation B and Regulation Z of the Board of Governors of the Federal Reserve System), and, when used with respect to any Person, the certificate of incorporation or formation and by-laws or other organizational or governing documents of such Person.

“Revolving Credit Agreement” means the Revolving Credit Agreement, dated as of August 1, 2012, by and between BBD and the Transferor, as the same may be amended, restated, supplemented or otherwise modified from time to time or any substantially similar agreement entered into between any lender and the Transferor.

“Revolving Period” has, with respect to any Series or Class of Notes, the meaning specified in the applicable Indenture Supplement with respect to such Series or Class.

“Sarbanes Certification” has the meaning specified in Section 7.4.

“Securities Act” means the Securities Act of 1933, as amended.

“Securitization Transaction” means any new issuance of a Series or Class of Notes, pursuant to Section 4.10 of the Indenture, whether publicly offered or privately placed, rated or unrated.

“Selection Date” means (a) with respect to each Initial Account, the close of business on the date that is three (3) Business Days prior to the Execution Date, and (b) with respect to each Additional Account, the close of business on the date specified as such in the related Account Assignment.

“Seller Agreement” means the Seller Agreement dated as of August 1, 2012, by and between BBD and Dryrock Funding LLC, as amended, restated, supplemented or otherwise modified from time to time.

“Series” means, with respect to any Notes, the series specified in the applicable Indenture Supplement.

“Servicer” means BBD, in its capacity as servicer pursuant to the Servicing Agreement, and, after any Service Transfer (as defined in the Servicing Agreement), the Successor Servicer.

“Servicing Agreement” means the Servicing Agreement dated as of August 1, 2012, by and among BBD, as Servicer and as Administrator, Dryrock Issuance Trust, Dryrock Funding LLC and U.S. Bank National Association, as amended, restated, supplemented or otherwise modified from time to time.

“Servicing Criteria” means the “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time.

“Servicing Participant” means the Servicer, any Subservicer or any Person that participates in any of the servicing functions specified in Item 1122(d) of Regulation AB with respect to the Receivables. For the avoidance of doubt, subject to Section 7.1, the term “Servicing Participant” shall not include the Owner Trustee or the Indenture Trustee.

“Subservicer” means any Person that services the Receivables on behalf of the Servicer or any Subservicer and is responsible for the performance (whether directly or through Subservicers or Servicing Participants) of a substantial portion of the material servicing functions required to be performed by the Servicer under the Servicing Agreement that are identified in Item 1122(d) of Regulation AB. For the avoidance of doubt, subject to Section 7.1, the term “Subservicer” shall not include the Owner Trustee or the Indenture Trustee.

“Successor Servicer” has the meaning specified in the Servicing Agreement.

“Supplemental Credit Enhancement Provider” has the meaning specified in the Indenture.

“Supplemental Issuer Account” has the meaning specified in the Indenture.

“Surviving Entity” has the meaning specified in Section 3.2(a).

“TA Account Schedule” means a true and complete list, identified as the TA Account Schedule, of Accounts, identified by account number and setting forth by supplement, with respect to each Account, the aggregate amount outstanding in such Account (a) on the Execution Date (for the TA Account Schedule delivered on the Execution Date) and (b) on the applicable Addition Date (for any account schedule delivered on an Addition Date and any supplement to such account schedule delivered on or prior to the second Business Day following an Addition Date, in each case which shall supplement and amend the TA Account Schedule). The TA Account Schedule may be part of a more comprehensive account schedule of the Accounts.

“Transaction Document” means with respect to any Series or Class of Notes, collectively, this Agreement, the Servicing Agreement, the Indenture, any applicable Indenture Supplement, the Seller Agreement, the Trust Agreement and the Receivables Purchase Agreement.

“Transferor” means Dryrock Funding LLC, a Delaware limited liability company, or its successors under this Agreement.

“Transferor Amount” means, for any Date of Processing, an amount, not less than zero, equal to (a) the Pool Balance as of the close of business on such Date of Processing minus (b) the aggregate Allocation Amount of all Notes as of the close of business on such Date of Processing.

“Transferor Interest” means an interest having such rights as are set forth in this Agreement and the other Transaction Documents, including the right to receive amounts specified in this Agreement, the Servicing Agreement, the Indenture or any Indenture Supplement to be distributed to the holders of the Transferor Interest; provided, that as used herein and in any Indenture Supplement, “Transferor Interest” shall mean either the uncertificated interest in the Transferor Interest or, if the Transferor elects to evidence its interest in the Transferor Interest in certificated form, a certificate executed and delivered by the Issuer and authenticated by the Owner Trustee substantially in the form of Exhibit B to the Trust Agreement.

“Trust” has the meaning specified in the first paragraph of this Agreement.

“Trust Agreement” means the Amended and Restated Trust Agreement relating to the Trust, dated as of August 1, 2012, by and between the Transferor and the Owner Trustee, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Trust Assets” has the meaning specified in Section 2.1(a).

“UCC” means the Uniform Commercial Code, as amended from time to time, as in effect in the relevant jurisdiction.

Section 1.2.  Other Definitional Provisions.

(a)  The terms defined in this Article have the meanings assigned to them in this Article, and, along with any other term defined in any Section of this Agreement, include the plural as well as the singular and are applicable to the masculine as well as to the feminine and neuter genders of such terms.

(b)  With respect to any Series of Notes, all terms used herein and not otherwise defined herein shall have meanings ascribed to them in the applicable Transaction Document.

(c)  All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(d)  As used in this Agreement and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not otherwise defined in this Agreement or in any such certificate or other document, and accounting terms partly defined in this Agreement or in any such certificate or other document to the extent not defined, shall have the respective meanings assigned to them in accordance with generally accepted accounting principles and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder means

(e)  The agreements, representations and warranties of Dryrock Funding LLC in this Agreement in its capacity as the Transferor shall be deemed to be the agreements, representations and warranties of the Transferor solely in such capacity for so long as the Transferor acts in such capacity under this Agreement.

(f)  Any reference to each Note Rating Agency shall only apply to any specific nationally recognized statistical rating organization if such nationally recognized statistical rating organization is then rating any Outstanding Series or Class of Notes.

(g)  Unless otherwise specified, references to any amount as on deposit or outstanding on any particular date shall mean such amount at the close of business on such day.

(h)  The words “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to this Agreement unless otherwise specified; and the term “including” means “including without limitation.” Unless the context otherwise requires, terms used herein that are defined in the New York UCC and not otherwise defined herein shall have the meanings set forth in the New York UCC.

Section 2.1.  Conveyance of Trust Assets.

(a)  By execution of this Agreement, the Transferor does hereby transfer, assign, set over and otherwise convey to the Trust, without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under (i) the Receivables existing at the opening of business on the Execution Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and thereafter created and arising from time to time in the Initial Accounts (unless such Initial Account has become a Removed Account) until the termination of the Trust, (ii) the Receivables existing at the opening of business on each applicable Addition Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and thereafter created and arising from time to time in the Additional Accounts (unless such Additional Account has become a Removed Account) until the termination of the Trust, (iii) all Insurance Proceeds, Interchange and Recoveries on or allocable to the Trust as provided in this Agreement and the Servicing Agreement, (iv) all monies due and to become due with respect to all of the foregoing, (v) all amounts received with respect to all of the foregoing, and (vi) all proceeds thereof. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trust all of its rights, remedies, powers, privileges and claims under or with respect to the Receivables Purchase Agreement (whether arising pursuant to the terms of the Receivables Purchase Agreement or otherwise). The property described in the two preceding sentences, together with all monies and other property on deposit in or credited to the Issuer Accounts established pursuant to this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement, the rights of the Trust under this Agreement and the Trust Agreement and the property conveyed to the Trust under this Agreement shall constitute the assets of the Trust (the “Trust Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee, the Indenture Trustee or any Noteholder of any obligation of the Transferor, BBD or any other Person in connection with the Trust Assets or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants, clearance systems or insurers. Each Account will continue to be owned by BBD and will not be a Trust Asset.

(b)  The Transferor agrees to file, at its own expense, all financing statements (and amendments to such financing statements when applicable) with respect to the Trust Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection and priority of, the transfer, assignment, set-over or other conveyance of its interest in such Trust Assets to the Trust, and to deliver file-stamped copies of each such financing statement or amendment or other evidence of such filing to the Owner Trustee and the Indenture Trustee as soon as practicable on (i) the Execution Date, in the case of Trust Assets relating to the Initial Accounts, and (ii) if any additional filing is necessary, the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. Neither the Owner Trustee nor the Indenture Trustee shall be under any obligation whatsoever to file such financing statements or amendments to financing statements or to make

(c)  The Transferor further agrees, at its own expense, on or prior to (i) the Execution Date, in the case of the Initial Accounts and (ii) the applicable Addition Date, in the case of Additional Accounts, to indicate in the appropriate computer files that Receivables created in connection with such Accounts have been conveyed to the Trust pursuant to this Agreement by including as the first three characters in the securitization field of such computer files the code “DRY” and including immediately thereafter the code “000-900”. The Transferor further agrees not to alter the code referenced in this paragraph with respect to any Account during the term of this Agreement unless and until (A) such Account becomes a Removed Account or (B) the Transferor has taken such action as is necessary or advisable to cause the interest of the Issuer and the Indenture Trustee in the Trust Assets to continue to be perfected and of first priority. With respect to Removed Accounts, on the applicable Removal Date, the Transferor agrees to indicate in the appropriate computer files that Receivables reassigned in connection with such Removed Accounts have been conveyed to the Transferor or its designee in accordance with Section 2.12, by replacing the existing code in the securitization field of such computer files with “DRY 901-999,” provided, however, that the Transferor agrees to retain the “DRY 000-900” code in the securitization field of such computer files with respect to Defaulted Receivables reassigned in accordance with Section 2.12(c), until the Account related to such Defaulted Receivables becomes a Deleted Account.

(d)  The Transferor further agrees, at its own expense, on or prior to the Execution Date to deliver to the Issuer and the Indenture Trustee the TA Account Schedule, which shall be supplemented and amended by the Transferor on or prior to each Addition Date to include any new Additional Accounts and supplemented and amended by the Transferor on or prior to each Removal Date to remove any Removed Accounts. Such TA Account Schedule shall specify that the Receivables arising in each such Account have been transferred to the Trust or removed from the Trust, as applicable. The TA Account Schedule, as supplemented and amended shall be incorporated into and made a part of this Agreement. The TA Account Schedule shall be updated not later than monthly, beginning August 2012, to include any new Related Accounts.

(e)  The parties to this Agreement intend that the conveyance of Trust Assets pursuant to this Agreement shall constitute an absolute sale, and not a secured borrowing. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trust a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit and letter-of-credit rights consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure the Transferor’s obligations hereunder.

Section 2.2.  Acceptance by Issuer.

(a)  The Issuer hereby acknowledges its acceptance of all right, title and interest in, to and under the Trust Assets conveyed to the Trust pursuant to Section 2.1. The

(b)  The Trust hereby agrees (and the Indenture Trustee shall, pursuant to the Indenture, agree) not to disclose to any Person any of the account numbers or other information contained in the computer files marked as the TA Account Schedule and delivered to the Issuer and the Indenture Trustee from time to time except (i) to a Successor Servicer or as required by a Requirement of Law applicable to the Trust, (ii) in connection with the performance of the Trust’s duties hereunder, (iii) to the Indenture Trustee in connection with its duties in enforcing the rights of Noteholders and in connection with its duties under this Agreement and the Indenture, (iv) to the extent required by the applicable UCC, to bona fide creditors or potential creditors of BBD or the Transferor for the limited purpose of enabling any such creditor to identify Receivables or Accounts subject to this Agreement or the Receivables Purchase Agreement, or (v) with the prior written consent of the Transferor. The Trust agrees (and the Indenture Trustee shall, pursuant to the Indenture, agree) to take such measures as shall be reasonably requested by BBD or the Transferor to protect and maintain the security and confidentiality of such information and, in connection therewith, shall allow BBD and the Transferor or their duly authorized representatives to inspect the Trust’s security, data protection and confidentiality arrangements from time to time during normal business hours upon prior written notice. The Trust shall provide BBD and the Transferor with notice 15 Business Days prior to disclosure of any information of the type described in this Section 2.2(b).

(c)  In consideration for the conveyance of the Trust Assets hereunder, the Issuer hereby agrees to pay to the Transferor the net proceeds received from the issuance of each Series of Notes, provided, however, to the extent that BBD has not been paid any amounts owed to it pursuant to Section 3.01 of the Receivables Purchase Agreement, the Transferor hereby directs the Issuer to pay such proceeds directly to BBD in an amount equal to such unpaid amounts.

Section 2.3.  Representations and Warranties of the Transferor Relating to the Transferor. The Transferor hereby represents and warrants to the Trust (and agrees that the Owner Trustee and the Indenture Trustee may rely on each such representation and warranty in accepting the Trust Assets in trust under this Agreement or the Indenture, as applicable, and in authenticating the Notes) as of the Execution Date and each Issuance Date that:

(a)  Organization and Good Standing. The Transferor is an entity validly existing in good standing under the applicable laws of the jurisdiction of its organization and has, in all material respects, full power and authority to own its properties and conduct its business as presently owned or conducted, and to execute, deliver and perform its obligations under this Agreement, the Servicing Agreement and the Receivables Purchase Agreement.

(b)  Due Qualification. The Transferor is duly qualified to do business and is in good standing and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would (i) render any Account Agreement relating to an Account specified herein or any Trust Asset conveyed by the Transferor to the Trust unenforceable by the Transferor, the Servicer, the Indenture Trustee or

(c)  Due Authorization. The execution and delivery by the Transferor of this Agreement (and any other document or instrument delivered pursuant hereto, including any Account Assignment), the Receivables Purchase Agreement and the Servicing Agreement, and the order to the Indenture Trustee to have the Notes authenticated and delivered, and the consummation by the Transferor of the transactions provided for in this Agreement (and any other document or instrument delivered pursuant hereto, including any Account Assignment), the Receivables Purchase Agreement and the Servicing Agreement, have been duly authorized by the Transferor by all necessary limited liability company action on the part of the Transferor.

(d)  No Conflict. The execution and delivery by the Transferor of this Agreement, the Receivables Purchase Agreement and the Servicing Agreement, the performance by the Transferor of the transactions contemplated by this Agreement, the Receivables Purchase Agreement and the Servicing Agreement, and the fulfillment by the Transferor of the terms hereof and thereof applicable to the Transferor, will not conflict with or violate any Requirements of Law applicable to the Transferor or conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which the Transferor is a party or by which it or its properties are bound.

(e)  No Proceedings. There are no Proceedings or investigations, pending or, to the best knowledge of the Transferor, threatened, against the Transferor before any Governmental Authority (i) asserting the invalidity of this Agreement, the Receivables Purchase Agreement or the Servicing Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, the Receivables Purchase Agreement or the Servicing Agreement, (iii) seeking any determination or ruling that, in the reasonable judgment of the Transferor, would materially and adversely affect the performance by the Transferor of its obligations under this Agreement, the Receivables Purchase Agreement or the Servicing Agreement, (iv) seeking any determination or ruling that, in the reasonable judgment of the Transferor, would materially and adversely affect the validity or enforceability of this Agreement, the Receivables Purchase Agreement or the Servicing Agreement or (v) seeking to affect adversely the income or franchise tax attributes of the Trust under the United States federal or any state income or franchise tax systems.

(f)  All Consents. All authorizations, consents, orders or approvals of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the Transferor in connection with the execution and delivery by the Transferor of this Agreement, the Receivables Purchase Agreement and the Servicing Agreement, and the performance of the transactions contemplated by this Agreement, the Receivables Purchase Agreement and the Servicing Agreement, by the Transferor have been duly obtained, effected or given and are in full force and effect.

(g)  Insolvency.  No Insolvency Event with respect to the Transferor has occurred, and the Transferor entered into this Agreement and, in the case of Additional Accounts, the related Account Assignment, in the ordinary course of business, not in contemplation of insolvency.

Section 2.4.  Representations and Warranties of the Transferor. The Transferor hereby represents and warrants to the Issuer, the Indenture Trustee and the Owner Trustee that:

(a)  as of the Execution Date, each Addition Date and each Issuance Date, each of this Agreement (and any other document or instrument delivered pursuant hereto, including any Account Assignment), the Receivables Purchase Agreement and the Servicing Agreement, constitutes a legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws or general principles of equity.

(b)  (A) as of the Execution Date, with respect to the Initial Accounts (and the Receivables arising thereunder), the TA Account Schedule is an accurate and complete listing in all material respects of the Initial Accounts, the Receivables in which were transferred by the Transferor as of the Execution Date; and

       (B)  as of its delivery date, with respect to Additional Accounts (and the Receivables arising thereunder), the account schedule and any supplement related thereto, incorporated into the Account Assignment which supplements and amends the TA Account Schedules, is an accurate and complete listing in all material respects of such Additional Accounts, the Receivables in which were transferred by the Transferor as of the applicable Addition Date.

(c)  as of the Execution Date, each Issuance Date and each applicable Addition Date, the Receivables conveyed by the Transferor to the Trust have been conveyed free and clear of any Lien (other than as permitted by clause (d) of the term “Eligible Receivable”);

(d)  as of (A) the Execution Date, with respect to the Initial Accounts (and the Receivables arising thereunder) and (B) the applicable Addition Date, with respect to Additional Accounts (and the Receivables arising thereunder), all authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Transferor in connection with the conveyance by the Transferor of such Receivables have been duly obtained, effected or given and are in full force and effect;

(e)  as of (A) the Execution Date, (B) each Issuance Date, and (C) each Addition Date (and the Receivables arising thereunder), subject, in each case pertaining to proceeds, to Section 9-315 of the UCC, and further subject to any Liens permitted by clause (d) of the term “Eligible Receivable,” each of this Agreement and the related Account Assignment (in the case of Additional Accounts), (1) constitutes a valid transfer and assignment to the Trust

(f)  as of (A) the Execution Date with respect to the Initial Accounts (and the Receivables arising thereunder), and (B) the applicable Addition Date with respect to Additional Accounts (and the Receivables arising thereunder), the Transferor has caused or on such Execution Date or Addition Date, as applicable, will cause the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in such property granted to the Issuer under this Agreement and upon the filing of all such appropriate financing statements, the Issuer will have a first priority perfected security interest in such property and proceeds;

(g)  as of (A) the Execution Date with respect to the Initial Accounts (and the Receivables arising thereunder), and (B) the applicable Addition Date with respect to Additional Accounts (and the Receivables arising thereunder), other than the security interest granted to the Trust pursuant to this Agreement or any other security interest that has been terminated, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed such property; the Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of collateral covering such property other than any financing statement relating to the security interest granted to the Trust hereunder or that has been terminated; and the Transferor is not aware of any judgment or tax lien filings against the Transferor;

(h)  as of the applicable Selection Date, each Initial Account and each applicable Additional Account is an Eligible Account;

(i)  as of (A) the Selection Date with respect to each Receivable contained in the Initial Accounts conveyed to the Trust by the Transferor on the Execution Date, (B) the applicable Selection Date with respect to each Receivable contained in the related Additional Accounts to be conveyed to the Trust by the Transferor on the applicable Addition Date and (C) the date of the creation of any new Receivable conveyed to the Trust by the Transferor, such Receivable is an Eligible Receivable;

(j)  as of (A) the Execution Date with respect to the Initial Accounts and (B) the applicable Addition Date with respect to Additional Accounts, no selection procedures believed by the Transferor to be materially adverse to the interests of the Noteholders have been used in selecting the Initial Accounts or any Additional Accounts, as applicable;

(k)  the Transferor entered into this Agreement and, in the case of Additional Accounts, the related Account Assignment, in the ordinary course of business and not with intent to hinder, delay or defraud BBD or its creditors; and

(l)  the Transferor received adequate consideration for each Receivable transferred to the Trust.

Section 2.5.  Notice of Breach. The representations and warranties set forth in Section 2.3 and Section 2.4 shall survive the transfers and assignments of the Trust Assets to the Trust and the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture, and the issuance of the Notes. Upon discovery by the Transferor, the Indenture Trustee or the Trust of a breach of any of the representations and warranties set forth in Section 2.3 or Section 2.4, the party discovering such breach shall give prompt written notice to the other parties following such discovery.

Section 2.6.  Transfer of Ineligible Receivables.

(a)  Reassignment of Collateral. In the event (i) any representation or warranty contained in Section 2.4(b), (c), (d), (h), (i) or (j) of this Agreement is not true and correct in any material respect as of the date specified therein with respect to any Receivable, or the related Account and such breach has a material adverse effect on any Noteholders unless cured within 60 days (or such longer period, not in excess of 120 days, as may be agreed to by the Indenture Trustee) after the earlier to occur of the discovery thereof by the Transferor or receipt by the Transferor of written notice thereof given by the Indenture Trustee, the Owner Trustee or the Servicer, or (ii) it is so provided in Section 2.8(a) with respect to any Receivables conveyed to the Trust by the Transferor, then the Transferor shall accept reassignment of the Ineligible Receivables on the terms and conditions set forth in Section 2.6(b) below.

(b)  Procedures for Removal. When the provisions of Section 2.6(a) above require the removal of a Receivable, the Transferor shall accept reassignment of such Receivable (each such Receivable, an “Ineligible Receivable”) by directing the Servicer to deduct the principal balance of each such Ineligible Receivable from the Pool Balance and to decrease the Transferor Amount by the principal balance of each such Ineligible Receivable. In the event that the exclusion of an Ineligible Receivable from the calculation of the Transferor Amount and the Pool Balance would cause the Transferor Amount to be reduced below the Required Transferor Amount or the Pool Balance to be reduced below the Required Pool Balance, the Transferor shall on the second Business Day following such determination, make a deposit in the Excess Funding Account in immediately available funds in an amount equal to the greater of the amount by which (x) the Transferor Amount would be reduced below the Required Transferor Amount or (y) the Pool Balance would be reduced below the Required Pool Balance.

Upon reassignment of any Ineligible Receivable, the Indenture Trustee and the Trust shall automatically and without further action transfer, assign, set-over and otherwise convey to the Transferor or its designee, without recourse, representation or warranty, all the right, title and interest of the Indenture Trustee and the Trust in, to and under such Ineligible Receivable, all Recoveries related thereto, all monies and amounts due or to become due and all proceeds thereof and such reassigned Ineligible Receivable shall be treated by the Indenture

(c)  Records. On the date such Receivables are reassigned to the Transferor pursuant to this Section 2.6, the Transferor shall alter its computer files by replacing the “DRY 000-900” code in the securitization field of such computer file with “DRY 901-999,” and shall amend and update the TA Account Schedule accordingly.

Section 2.7.  Reassignment of Trust Assets. (a) In the event any representation or warranty of the Transferor set forth in Section 2.3(a) or (c) or Section 2.4(a) or (e) of this Agreement is not true and correct in any material respect and such breach has a material adverse effect on the Receivables conveyed to the Trust by the Transferor or the availability of the proceeds thereof to the Trust then, the Indenture Trustee or the Noteholders evidencing more than 50% of the Outstanding Dollar Principal Amount of the Outstanding Notes, by notice then given to the Transferor, the Administrator and the Servicer (and to the Indenture Trustee, if given by the Noteholders), may direct the Transferor to accept a reassignment of the Receivables previously conveyed to the Trust by the Transferor pursuant to this Agreement, if such breach and any material adverse effect caused by such breach is not cured within 60 days of such notice (or within such longer period as may be specified in such notice), and upon those conditions the Transferor shall be obligated to accept such reassignment on the terms set forth below; provided, however, that the affected Receivables will not be reassigned to the Transferor if, on any day during such applicable cure period the relevant representation and warranty shall be true and correct in all material respects as if made on such day. The Transferor shall deposit the portion of the Reassignment Amount attributable to the applicable Receivables in the Collection Account to be treated (i) in connection with amounts determined under clause (a) of the definition of “Reassignment Amount,” as Principal Collections for each Series of Notes and (ii) in connection with the amounts determined under clause (b) of the definition of “Reassignment Amount,” as Finance Charge Collections for each Series of Notes, in either case, in immediately available funds not later than 1:00 p.m., New York City time, on the Note Transfer Date following the Monthly Period in which such reassignment obligation arises, in payment for such reassignment.

(b)  Procedures for Removal. If the Owner Trustee, the Indenture Trustee or the Noteholders give notice directing the Transferor to accept a reassignment of any Receivables as provided in Section 2.7(a) above, the obligation of the Transferor to accept such reassignment pursuant to this Section 2.7 and to make the deposit required to be made to the Collection Account for each Series of Notes as provided in this Section 2.7 shall constitute the sole remedy respecting an event of the type specified above in this Section 2.7 available to the Noteholders (or the Indenture Trustee on behalf of the Noteholders). Upon reassignment of the affected

(c)  Records. On the date such Receivables are reassigned to the Transferor pursuant to this Section 2.7, the Transferor shall alter its computer files by replacing the “DRY 000-900” code in the securitization field of such computer file with “DRY 901-999,” and shall amend and update the TA Account Schedule accordingly.

Section 2.8.  Covenants of the Transferor. The Transferor hereby covenants that:

(a)  Receivables Not To Be Evidenced by Promissory Notes. Except in connection with its enforcement or collection of an Account, the Transferor will take no action to cause any Receivable conveyed by it to the Trust to be evidenced by any instrument or chattel paper (as defined in the UCC) and, if any such Receivable is so evidenced as a result of any action taken by the Transferor, it shall be deemed to be an Ineligible Receivable in accordance with Section 2.6(a) and shall be reassigned to the Transferor in accordance with Section 2.6(b).

(b)  Security Interests. Except for the conveyances hereunder, the Transferor will not sell, pledge, assign or transfer to any other Person, or take any other action inconsistent with the Trust’s ownership of any Receivable conveyed by it to the Trust, or grant, create, incur, assume or suffer to exist any Lien (except as permitted by clause (d) of the definition of the term “Eligible Receivable”) on any Receivable conveyed by it to the Trust whether now existing or hereafter created, or any interest therein; and the Transferor shall defend the right, title and interest of the Trust and the Indenture Trustee in, to and under the Receivables, whether now existing or hereafter created, against all claims of third parties claiming through or under the Transferor.

(c)  Transferor Interest. Except for (i) the conveyances hereunder, in connection with any transaction permitted by Section 3.2 and Section 4.04 of the Trust Agreement or (ii) conveyances with respect to which the Note Rating Agency Condition shall have been satisfied and an Issuer Tax Opinion shall have been delivered to the Indenture Trustee and the Owner Trustee, the Transferor agrees, to the fullest extent permitted by applicable law, not to Transfer (as defined in the Trust Agreement) any interest in the Transferor Interest and any such attempted Transfer shall be void. Nothing contained in this Section 2.8(c) shall be interpreted to prohibit or in any way limit the Transferor’s ability to grant to another Person a participation interest in the Transferor Interest upon the delivery to the Indenture Trustee and the Owner Trustee of an Issuer Tax Opinion.

(d)  Delivery of Collections or Recoveries. In the event that the Transferor receives Collections or Recoveries, the Transferor agrees to pay the Servicer all such Collections and Recoveries as soon as practicable after receipt thereof.

(e)  Notice of Liens. The Transferor shall notify the Owner Trustee and the Indenture Trustee promptly after becoming aware of any Lien (except as permitted by clause (d) of the definition of the term “Eligible Receivable”) on any Receivable conveyed by it to the Trust other than the conveyances hereunder and under the Indenture.

(f)  Separate Corporate Existence. The Transferor shall:

(g)  Compliance with the FDIC Rule. The Transferor shall (i) perform the obligations of the FDIC Rule applicable to it and (ii) facilitate compliance with the FDIC Rule by BBD and the Trust.

Section 2.9.  Covenants of the Transferor With Respect to the Receivables Purchase Agreement.

(a)  The Transferor, in its capacity as purchaser of Receivables from BBD pursuant to the Receivables Purchase Agreement, hereby covenants that it will at all times enforce the covenants and agreements of BBD set forth in such Receivables Purchase Agreement, including covenants that BBD shall at all times enforce the covenants and agreements of it, as the case may be, in the Receivables Purchase Agreement, including, without limitation, covenants to the effect set forth below only to the extent to which they are enforceable against BBD pursuant to the Receivables Purchase Agreement:

(b)  The Transferor further covenants that it will not, unless the Note Rating Agency Condition shall have been satisfied, (i) enter into any amendment to the Receivables Purchase Agreement, other than an amendment (x) to modify, eliminate or add to the provisions of the Receivables Purchase Agreement to facilitate compliance with the FDIC Rule or (y) to cure any ambiguity or to correct or supplement any defective or inconsistent provision contained in the Receivables Purchase Agreement, or (ii) enter into a new Receivables Purchase Agreement.

Section 2.10.  Reinvestment in Trust Assets. Pursuant to this Agreement, each Receivable shall be transferred to the Trust and pledged by the Trust to secure the Notes on the related Date of Processing.

Section 2.11.  Addition of Trust Assets.

(a)  Required Additions.

(b)  Permitted Additions. In addition to its obligation under Section 2.11(a), the Transferor may, but shall not be obligated to, subject to the conditions specified in Section 2.11(c) below, cause to be designated from time to time Additional Accounts the Receivables in which shall be transferred to the Trust as part of the Trust Assets. Such additional Trust Assets shall be transferred to the Trust on the applicable Addition Date.

(c)  Conditions to Additions. On each Addition Date such designated Additional Accounts shall become Accounts for purposes of this Agreement subject to the satisfaction of the following conditions:

Section 2.12.  Removal of Accounts.

(a)  On any day of any Monthly Period, the Transferor shall have the right to require the reassignment to it or its designee of all of the right, title and interest of the Indenture Trustee and the Trust in, to and under the Receivables then existing and thereafter created, all Recoveries related thereto, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof in or with respect to the Accounts specified herein (the “Removed Accounts”) and designated for removal by the Transferor, upon satisfaction of the conditions in clauses (i) through (v) below:

(b)  Upon satisfaction of the above conditions, the Owner Trustee, on behalf of the Trust, and the Indenture Trustee shall execute and deliver to the Transferor a written reassignment in substantially the form of Exhibit B and shall, without further action, sell, transfer, assign, set over and otherwise convey to the Transferor or its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Indenture Trustee and the Trust in, to and under the Receivables arising in the Removed Accounts, all Recoveries related thereto, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof, and the Receivables from the Removed Accounts shall no longer constitute a part of the Trust Assets. The Indenture Trustee and the Owner Trustee may conclusively rely on the Officer’s Certificate delivered pursuant to this Section 2.12 and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying.

(c)  In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable (including any related Finance Charge Receivables), the Indenture Trustee and the Trust shall automatically and without further action or consideration transfer, set over and otherwise convey to the Transferor, without recourse, representation or warranty, all right, title and interest of the Indenture Trustee and the Trust in, to and under the Defaulted Receivables (including any related Finance Charge Receivables) in such Account, all monies due or to become due, all amounts received or receivable with respect thereto and all proceeds thereof, provided, that Recoveries of such Defaulted Receivables shall be applied as provided in this Agreement and the Servicing Agreement. The Indenture Trustee and the Trust shall execute and deliver such instruments of transfer and assignment (including any UCC termination statements), in each case without recourse, as shall be reasonably requested by the Transferor to vest in the Transferor or its designee all right, title and interest that the Indenture Trustee and the Trust had in, to and under such Defaulted Receivables (including any related Finance Charge Receivables).

(d)  The Transferor shall designate Removed Accounts as provided in and subject to the terms and conditions contained in this Section 2.12 without being subject to the restrictions or conditions set forth in Sections 2.12(a)(i), (iv) and (v) above if (i) an affinity agreement, private label agreement, merchant agreement, co-branding agreement or other

(e)  With respect to Accounts removed pursuant to Sections 2.12(a), (b) and (d), on the Removal Date the Transferor agrees to indicate in its computer files that such Account is a Removed Account by replacing the “DRY 000-900” code in the securitization field of such computer file with “DRY 901-999”. With respect to Defaulted Receivables reassigned in connection Section 2.12(c), the Transferor shall not alter the “DRY 000-900” code in the securitization field of such computer files until the Account to which such Defaulted Receivable relates becomes a Deleted Account.

Section 2.13.  Account Allocations. In the event that the Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, other than by reason of the application of the provisions of Section 4.1, but including any order of any Governmental Authority, then, in any such event, (a) the Transferor agrees (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections with respect to Receivables but for the Transferor’s inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables included as part of the Trust Assets on such date transferred to the Trust by the Transferor), (b) the Transferor, and the Servicer under the Servicing Agreement, agree that such amounts will be applied as Collections in accordance with the terms of the Servicing

Section 2.14.  Reclassification of Principal Receivables.

(a)  The Transferor shall have the option to designate at any time and from time to time a percentage or percentages, which may be a fixed percentage or a variable percentage based on a formula (the “Discount Option Percentage”), of all Principal Receivables existing in all or any specified portion of the Accounts (“Discount Option Receivables”) to be treated as Finance Charge Receivables on or after the Discount Option Date. On or after such Discount Option Date, the Transferor shall also have the option of increasing, reducing or withdrawing the Discount Option Percentage, at any time and from time to time, without notice to or the consent of any Noteholder. The Transferor shall provide to the Servicer, the Owner Trustee, the Indenture Trustee, and any Note Rating Agency written notice no later than 30 days prior to of the applicable Discount Option Date notifying such party of any such designation or increase, reduction or withdrawal. Such designation, increase, reduction or withdrawal shall become effective on the Discount Option Date specified in such notice upon satisfaction of the following conditions:

(b)  Following a change in the Discount Option Percentage, the Transferor shall apply the new Discount Option Percentage to all or any specified portion of newly generated and existing Principal Receivables. The Discount Option Percentage currently is 0.00%.

(c)  After the Discount Option Date, Discount Option Receivables Collections shall be treated as Finance Charge Collections.

Section 2.15.  Additional Approved Portfolios; Portfolio Limits.

(a)  The Transferor may from time to time designate additional portfolios of accounts as “Approved Portfolios” if the Note Rating Agency Condition is satisfied with respect to the designation of such portfolios.

(b)  With respect to any Non Co-branded Portfolio, (i) as of the Execution Date, in the case of the Initial Accounts, the aggregate principal balance of Receivables from Accounts relating to any Non Co-branded Portfolio shall not be in excess of 10% of the aggregate principal balance of Receivables of such Initial Accounts conveyed to the Trust on the Execution Date, and (ii) as of each Addition Date in the case of Additional Accounts, the aggregate principal balance of Receivables from Accounts relating to any Non Co-branded Portfolio shall not be in excess of 10% (or such greater percentage as determined by the Transferor upon satisfaction of the Note Rating Agency Condition) of the aggregate principal balance of Receivables of such Additional Accounts conveyed to the Trust on such Addition Date.

(c)  If the Transferor designates Removed Accounts pursuant to Section 2.12(d) of this Agreement, and such designation results in the aggregate principal balance of Receivables from Accounts relating to any Non Co-branded Portfolio to be in excess of 10% of the aggregate principal balance of Receivables held by the Trust as of such Removal Date, then the Transferor shall:

Section 3.1.  Liability of the Transferor. The Transferor shall be liable for all obligations, covenants, representations and warranties of the Transferor arising under or related to this Agreement. The Transferor shall be liable only to the extent of the obligations specifically undertaken by it in its capacity as the Transferor.

Section 3.2.  Merger or Consolidation or Sale of Assets of the Transferor.

(a)  The Transferor shall not dissolve, liquidate, consolidate with or merge into any other Person or convey, transfer or sell its properties and assets substantially as an entirety to any Person (other than the Trust) (in each case, a “Surviving Entity”) unless:

(b)  The obligations of the Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of the Transferor hereunder except in each case in accordance with the provisions of the foregoing paragraph or Section 3.4.

Section 3.3.  Limitations on Liability of the Transferor. Subject to Section 3.1, no Transferor nor any of the directors, officers, employees, members, incorporators or agents of the Transferor acting in such capacities shall be under any liability to the Trust, the Owner Trustee, the Indenture Trustee, the Noteholders, the Servicer, any Supplemental Credit Enhancement Provider, or any other Person for any action taken, or for refraining from the taking of any action, in good faith in such capacities pursuant to this Agreement, it being expressly understood that all such liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement, the Servicing Agreement, the Indenture and any Indenture Supplement and the issuance of the Notes; provided, however, that this provision shall not protect the Transferor or any director, officer, employee, member, incorporator or agent of the Transferor against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Transferor and any director, officer, employee, member, incorporator or agent of the Transferor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than the Transferor) respecting any matters arising hereunder.

Section 3.4.  Assumption of the Transferor’s Obligations. (a) Notwithstanding the provisions of Section 3.2, the Transferor may assign, convey, transfer or sell all of its right, title and interest in, to and under the Receivables in which it has an interest and/or its interest in the Transferor Interest (collectively, the “Assigned Assets”), together with its obligations under this Agreement or relating to the transactions contemplated hereby or thereby (collectively, the “Assumed Obligations”), to another entity (the “Assuming Entity”) which may be an entity that is not affiliated with the Transferor, and the Transferor may assign, convey and transfer the Assigned Assets and the Assumed Obligations to the Assuming Entity, without the consent or approval of the holders of any Notes, upon satisfaction of the following conditions:

(b)  the Assuming Entity, the Transferor, the Issuer and the Indenture Trustee shall have entered into a supplement to this Agreement or an assumption agreement (in form and substance reasonably satisfactory to the Issuer and the Indenture Trustee) (either, the “Assumption Agreement”) providing for the Assuming Entity to assume the Assigned Assets and the Assumed Obligations, including the obligation under this Agreement to transfer the Receivables arising under the Accounts and the Receivables arising under any Additional Accounts to the Trust, and the Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate of the Transferor and an Opinion of Counsel each stating that such transfer and assumption comply with this Section 3.4, that such Assumption Agreement is a valid and binding obligation of the Transferor, enforceable against the Transferor

(c)  all UCC filings required to perfect or to continue the perfection and priority of the interest of the Trust in the Trust Assets shall have been duly made and copies thereof shall have been delivered to the Owner Trustee and the Indenture Trustee;

(d)  (i) if the Assuming Entity shall not be eligible to be a debtor in a case under the United States Bankruptcy Code, the Transferor shall have delivered notice of such transfer and assumption to each Note Rating Agency or (ii) if the Assuming Entity shall be eligible to be a debtor in a case under the United States Bankruptcy Code, the Transferor shall have delivered notice of such transfer and assumption to the Servicer, the Owner Trustee and the Indenture Trustee, and the Note Rating Agency Condition shall have been satisfied;

(e)  the Owner Trustee and the Indenture Trustee shall have received one or more Opinions of Counsel to the effect that (i) the transfer of Receivables by the Assuming Entity shall constitute either a sale of, or the granting of a security interest in, such Receivables, as the case may be, by the Assuming Entity to the Trust, (ii) the condition specified in paragraph (b) above shall have been satisfied, and (iii) if the Assuming Entity shall be subject to the FDIA, transfers of Receivables by such Assuming Entity to the Trust shall be entitled to the protections of the FDIC Rule; and

(f)  the Owner Trustee and the Indenture Trustee shall have received an Issuer Tax Opinion.

Upon such transfer to and assumption by the Assuming Entity, the Transferor shall surrender the certificate, if applicable, evidencing its interest in the Transferor Interest to the Note Registrar for registration of transfer and the Note Registrar shall issue a new certificate, if applicable, evidencing the Transferor Interest in the name of the Assuming Entity (or, if applicable, register such Assuming Entity’s uncertificated interest in the Transferor Interest). Notwithstanding such assumption, the Transferor shall continue to be liable for all representations and warranties and covenants made by it and all obligations performed or to be performed by it in its capacity as Transferor prior to such transfer of the Transferor Interest.

Section 3.5.  [Reserved].

Section 3.6.  Tax Treatment. Unless otherwise specified in the Indenture or an Indenture Supplement with respect to a particular Series or Class of Notes, the Transferor has entered into this Agreement, and the Notes will be issued, with the intention that, for federal, state and local income and franchise tax purposes, (a) each Series or Class of Notes which are characterized as indebtedness at the time of their issuance will qualify as indebtedness secured by the Trust Assets and (b) the Trust shall not be treated as an association or publicly traded partnership taxable as a corporation. The parties hereto agree that they shall not cause or permit the making, as applicable, of any election under Treasury Regulation Section 301.7701-3 whereby the Trust or any portion thereof would be treated as a corporation for federal income tax

Section 4.1.  Rights Upon the Occurrence of an Insolvency Event. If the Transferor or holder of the Transferor Interest shall (a) file a petition or commence a Proceeding (i) to take advantage of any Debtor Relief Law or (ii) for the appointment of a trustee, conservator, receiver, liquidator or similar official for or relating to the Transferor or holder of the Transferor Interest or all or substantially all of the Person’s property, (b) consent or fail to object to any such petition or Proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (c) be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (d) shall make an assignment for the benefit of its creditors, or (e) voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”); then the Transferor shall, on the day any such Insolvency Event occurs, immediately cease to transfer Receivables to the Trust and promptly give notice to the Owner Trustee, the Indenture Trustee and the Servicer of such Insolvency Event. Notwithstanding any cessation of the transfer to the Trust of additional Receivables, (i) Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and (ii) Collections in respect of such Receivables, shall continue to be a part of the Trust Assets, and Collections and Interchange with respect thereto shall continue to be allocated to Noteholders in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. To the extent that it is not clear to the Transferor whether collections relate to a Receivable that was sold to the Trust or to a receivable that the Transferor has not sold to the Trust, the Transferor agrees that it shall allocate payments on such Accounts in the aggregate with respect to the principal balance of such Accounts first to the oldest principal balance on such Account.

Section 5.1.  Termination of Agreement. This Agreement and the respective obligations and responsibilities of the Trust and the Transferor under this Agreement shall terminate on the date on which the Trust is dissolved in accordance with Article IX of the Trust Agreement.

Section 6.1.  Amendment.

(a)  This Agreement may be amended from time to time by the Transferor, the Issuer and the Indenture Trustee, by a written instrument signed by each of them, without the consent of any of the Noteholders, upon, unless otherwise specified in this Section 6.1, (i) delivery to the Owner Trustee and the Indenture Trustee of an Issuer Tax Opinion, (ii) satisfaction of the Note Rating Agency Condition, and (iii) delivery to the Indenture Trustee and the Owner Trustee of an Officer’s Certificate of the Transferor, dated the date of any such amendment, to the effect that the Transferor reasonably believes that such amendment will not have an Adverse Effect.

Notwithstanding any other provision of this Section 6.1, this Agreement may be amended from time to time by an instrument signed by the Transferor, the Issuer and the Indenture Trustee to modify, eliminate or add to the provisions of this Agreement to (i) facilitate compliance with the FDIC Rule or changes in laws or regulations applicable to the Transferor, the Issuer, the Indenture Trustee or the transactions governed by the Transaction Documents or (ii) cause the provisions herein to conform to or be consistent with or in furtherance of the statements made with respect to this Agreement in any applicable Registration Statement on Form S-3, as amended, under the Securities Act, in each case upon delivery by the Transferor to the Indenture Trustee and the Owner Trustee of (x) an Officer’s Certificate of the Transferor, dated the date of any such amendment, to the effect that (A) the Transferor reasonably believes that such amendment will not have an Adverse Effect or (B) such amendment is required to remain in compliance with the FDIC Rule or any other change of law or regulation which applies to the Transferor, the Issuer, the Indenture Trustee or the transactions governed by the Transaction Documents, or such amendment is required to cause the provisions herein to conform to or be consistent with or in furtherance of the statements made with respect to this Agreement in any applicable Registration Statement on Form S-3, as amended, under the Securities Act, and (y) an Issuer Tax Opinion with respect to such amendment.

In addition, notwithstanding any other provision of this Section 6.1, this Agreement may be amended from time to time by an instrument signed by the Transferor, the Issuer and the Indenture Trustee to cure any ambiguity or to correct or supplement any defective or inconsistent provision contained in this Agreement or in any amendment to this Agreement upon delivery by the Transferor to the Indenture Trustee and the Owner Trustee of an Officer’s Certificate of the Transferor, dated the date of any such amendment, to the effect that the Transferor reasonably believes that such amendment will not have an Adverse Effect.

(b)  Notwithstanding any other provision of this Section 6.1, this Agreement may also be amended in writing from time to time by the Transferor, the Issuer and the Indenture Trustee, with the consent of Noteholders evidencing more than 66²/₃% of the Outstanding Dollar Principal Amount of all affected Series or Classes of Notes for which the conditions in clause (a) above have not been satisfied, for the purpose of adding any provisions to or changing in any

(c)  It shall not be necessary for the consent of Noteholders under this Section 6.1 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe in the related Indenture Supplement.

(d)  Any Indenture Supplement executed in accordance with the provisions of Article X of the Indenture shall not be considered an amendment of this Agreement for the purposes of this Section 6.1. Any supplemental agreement executed in accordance with the provisions of Section 3.2 or any Assumption Agreement executed in accordance with the provisions of Section 3.4 shall not be considered an amendment to this Agreement for purposes of this Section 6.1. No Account Assignment executed in accordance with Section 2.11 or reassignment executed in accordance with Section 2.12(b) shall be considered an amendment to this Agreement for purposes of this Section 6.1.

(e)  The Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which adversely affects in any material respect the rights, duties, benefits, protections, privileges or immunities of the Owner Trustee or the Indenture Trustee, as applicable, under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Owner Trustee and the Indenture Trustee shall be entitled to receive the Opinion of Counsel described in Section 6.2(d).

Section 6.2.  Protection of Right, Title and Interest in, to and under the Trust Assets.

(a)  The Transferor shall cause this Agreement, all amendments and supplements hereto and all financing statements and amendments to financing statements and any other necessary documents covering the right, title and interest of the Trust and the Indenture Trustee in, to and under the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by the laws of the applicable jurisdiction to fully preserve and protect such right, title and interest. The Transferor shall deliver to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing.

(b)  Within 30 days after the Transferor makes any change in its name or its type or jurisdiction of organization, the Transferor shall give the Owner Trustee and the Indenture Trustee notice of any such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the security interest of the Trust in the Trust Assets.

(c)  Each of the Trust and the Indenture Trustee shall give the Transferor prompt notice of any change in its name or any change in its address as shown on any financing statement filed in connection with the transactions contemplated by this Agreement if the address so shown ceases to be an address from which information concerning the Trust Assets can be obtained.

(d)  The Transferor shall deliver to the Owner Trustee and the Indenture Trustee (i) upon the execution and delivery of each amendment of this Agreement pursuant to Section 6.1, an Opinion of Counsel to the effect specified in Exhibit C-1; (ii) on each Addition Date with respect to the designation of Additional Accounts to the Trust pursuant to Section 2.11(a) or (b), an Opinion of Counsel substantially in the form of Exhibit C-2; (iii) on or before March 31 of each year, beginning with March 31, 2013, an Opinion of Counsel substantially in the form of Exhibit C-3; and (iv) in connection with the occurrence of any event contemplated in Section 3.2 or Section 3.4, the Opinions of Counsel and the Issuer Tax Opinion specified therein.

Section 6.3.  Fees Payable by the Transferor. Notwithstanding anything contained in any other Transaction Document (unless such document specifically refers to this Section 6.3), the Transferor shall pay out of its own funds, without reimbursement, all expenses incurred, fees and disbursements of the Owner Trustee (as such and in its individual capacity), the Administrator and the Indenture Trustee (including, in each case, the reasonable fees and expenses of its outside counsel) and independent accountants and all other fees and expenses relating to the Trust, including the costs of filing UCC continuation statements, the costs and expenses relating to obtaining and maintaining the listing of any Notes on any stock exchange, the costs and expenses relating to maintaining Issuer Accounts, and any stamp, documentary, excise, property (whether on real, personal or intangible property) or any similar tax levied on the Trust or the Trust’s assets that are not expressly stated in this Agreement to be payable by the Trust (other than federal, state, local and foreign income and franchise taxes, if any, or any interest or penalties with respect thereto, assessed on the Trust, which shall be paid by the Trust). The Transferor’s obligations pursuant to this Section 6.3 shall not constitute a claim against the Transferor to the extent the Transferor does not have funds sufficient to make payment of such obligations.

Section 6.4.  Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.

(a)  This Agreement will be construed in accordance with and governed by the laws of the State of New York, including Section 5-1401 of the General Obligations Law, without reference to its conflict of law provisions and the obligations, rights, and remedies of the parties 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 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; provided, further, that nothing in this Agreement shall be deemed or operate to preclude the Issuer or the Indenture Trustee from

(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 Agreement or the transactions contemplated hereby.

Section 6.5.  Notices; Payments.

(a)  All demands, notices, instructions, directions and other communications delivered under this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at, mailed by certified mail, return receipt requested, or sent by electronic mail (if applicable):

(b)  Any notice required or permitted to be given to a Holder of Notes that are Registered Notes shall be given by first-class mail, postage prepaid, at the address of such Holder as shown in the Note Register. No notice shall be required to be mailed to a Holder of Notes that are Bearer Notes but shall be given as provided below. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Noteholder receives such notice. In addition, (a) if and so long as any Series or Class of Notes is listed on the Luxembourg Stock Exchange and such stock exchange shall so require, any notice to Noteholders shall be published in an Authorized Newspaper of general circulation in Luxembourg within the time period prescribed in this Agreement and (b) in the case of any Series or Class of Notes with respect to which any Bearer Notes are Outstanding, any notice required or permitted to be given to Holders of such Series or Class shall be published in an Authorized Newspaper within the time period prescribed in this Agreement.

Section 6.6.  Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid, illegal or unenforceable, then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions, and terms of this Agreement and shall in no way affect the validity, legality or enforceability of such remaining covenants, agreements, provisions or terms of this Agreement.

Section 6.7.  Further Assurances. The Transferor agrees to undertake and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the Owner Trustee and the Indenture Trustee more fully to effect the purposes of this Agreement, including, without limitation, (a) the authorization, execution or filing of any financing statements or amendments thereto or equivalent documents relating to the Trust Assets for filing under the provisions of the UCC or other law of any applicable jurisdiction and (b) any actions or instruments to facilitate compliance with the FDIC Rule.

Section 6.8.  No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Transferor, the Trust, the Owner Trustee, the Indenture Trustee or any Noteholders, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

Section 6.9.  Counterparts. This Agreement 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 6.10.  Binding; Third-Party Beneficiaries. This Agreement will inure to the benefit of and be binding upon the parties hereto, the Noteholders, any Supplemental Credit Enhancement Providers, any Derivative Counterparties and their respective successors and permitted assigns. Except as otherwise expressly provided in this Agreement, no other Person will have any right or obligation hereunder.

Section 6.11.  Actions by Noteholders.

(a)  Wherever in this Agreement a provision is made that an action may be taken or a notice, demand or instruction given by Noteholders, such action, notice, demand or instruction may be taken or given by any Noteholder, unless such provision requires a specific percentage of Noteholders.

(b)  Any notice, request, demand, authorization, direction, consent, waiver or other act by a Noteholder shall bind such Noteholder and every subsequent Holder of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done or omitted to be done by the Owner Trustee, the Indenture Trustee or the Transferor in reliance thereon, whether or not notation of such action is made upon such Note.

Section 6.12.  Rule 144A Information. For so long as any of the Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Transferor and each of the Trust and the Indenture Trustee agree to cooperate with each other and the Servicer and the Administrator to provide to any Holders of such Series or Class, upon the request of such Noteholder, any information required to be provided to such Holder or prospective purchaser to satisfy the condition set forth in Rule 144A(d)(4) under the Securities Act.

Section 6.13.  Merger and Integration. Except as specifically stated otherwise herein, this Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement. This Agreement may not be amended, restated, waived or supplemented or otherwise modified from time to time except as provided herein.

Section 6.14.  Headings. The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

Section 6.15.  Limitation on Liability of the Owner Trustee. Notwithstanding any other provision herein or elsewhere, this Agreement has been executed and delivered by Wilmington Trust, National Association, not in its individual capacity, but solely in its capacity as Owner Trustee of the Trust. In no event shall Wilmington Trust, National Association in its individual capacity have any liability in respect of the representations, warranties, or obligations of the Trust hereunder or under any other document, as to all of which recourse shall be had solely to the Trust Assets, and for all purposes of this Agreement and each other document, the Owner Trustee (as such or in its individual capacity) shall be subject to, and entitled to the benefits of, the terms and provisions of the Trust Agreement.

Section 6.16.  Non-petition Covenant. To the fullest extent permitted by applicable law, (i) the Indenture Trustee, and the Transferor, by entering into this Agreement, and each Noteholder, by accepting a Note, agrees that it will not at any time acquiesce, petition or otherwise invoke the process of any Governmental Authority for the purpose of commencing or sustaining a case against the Issuer under any Debtor Relief Law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Issuer or any substantial part of its property or ordering the winding-up or liquidation of the affairs of the Issuer, and (ii) the Indenture Trustee, and the Issuer, by entering into this Agreement, and each Noteholder, by accepting a Note, agrees that it will not at any time acquiesce, petition or otherwise invoke the process of any Governmental Authority for the purpose of commencing or sustaining a case against the Transferor under any Debtor Relief Law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Transferor or any substantial part of its property or ordering the winding-up or liquidation of the affairs of the Transferor.

Section 6.17.  Force Majeure. In no event shall the Indenture Trustee or the Trust be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Indenture Trustee and the Trust shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 7.1.  Intent of the Parties; Reasonableness. The Transferor and the Issuer acknowledge and agree that the purpose of this Article VII is to facilitate compliance by the Transferor with the provisions of Regulation AB and related rules and regulations of the Commission. The Transferor shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than the Transferor’s compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Indenture Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Transferor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. The Indenture Trustee agrees to cooperate in good faith with any reasonable request by the Transferor for information regarding the Indenture Trustee which is required in order to enable the Transferor to comply with the provisions of Items 1103(a)(1), 1104(e), 1109(a), 1109(b), 1111(a)(8), 1117, 1118, 1119, 1121(c) and 1122 of Regulation AB as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Agreement.

Section 7.2.  Additional Representations and Warranties of the Indenture Trustee. The Indenture Trustee shall be deemed to represent to the Transferor, as of the date on which information is provided to the Transferor under Section 7.3 that, except as disclosed in writing to the Transferor prior to such date to the best of its knowledge, but without independent investigation: (a) neither the execution, delivery and performance by the Indenture Trustee of this Agreement, the performance by the Indenture Trustee of its obligations under this Agreement nor the consummation of any of the transactions by the Indenture Trustee contemplated thereby, is in violation of any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound, which violation would have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Agreement or of any judgment or order applicable to the Indenture Trustee; and (b) there are no proceedings pending or threatened against the Indenture Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would have a material adverse effect on the right, power and authority of the Indenture Trustee to enter into this Agreement or to perform its obligations under this Agreement.

Section 7.3.  Information to Be Provided by the Indenture Trustee. The Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to the Transferor, in writing, such information regarding the Indenture Trustee as is requested for the purpose of compliance with Item 1117 of Regulation AB, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Transferor, in writing, such updated information.

The Indenture Trustee, to the extent in its possession, shall provide to the Transferor in a timely manner, any applicable information reasonably requested by the Transferor to enable compliance by the Transferor with Rule 15Ga-1 under the Exchange Act and Items 1104(e) and 1121(c) of Regulation AB.

The Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide to the Transferor such information regarding the Indenture Trustee as is requested for the purpose of compliance with Items 1103(a)(1), 1109(a), 1109(b), 1118 and 1119 of Regulation AB, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Transferor, in writing, such updated information. Such information shall include, at a minimum:

Section 7.4.  Report on Assessment of Compliance and Attestation. On or before the earlier of (a) March 1 and (b) 30 days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 2013, the Indenture Trustee shall:

The Indenture Trustee acknowledges that the parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission.

IN WITNESS WHEREOF, the Transferor, the Indenture Trustee and the Trust have caused this Agreement to be executed by their respective officers as of the day and year first above written.

ASSIGNMENT No. [___] OF RECEIVABLES IN ADDITIONAL ACCOUNTS INCLUDED IN DRYROCK ISSUANCE TRUST (this “Assignment”), dated as of [__________],¹ by and between DRYROCK FUNDING LLC (the “Transferor”), as transferor (the “Transferor”), and DRYROCK ISSUANCE TRUST (the “Trust”), as issuer, pursuant to the Transfer Agreement referred to below.

WHEREAS, Dryrock Funding LLC, as Transferor and the Trust are parties to the Transfer Agreement, dated as of August 1, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Transfer Agreement”);

WHEREAS, pursuant to the Transfer Agreement, the Transferor wishes to designate Additional Accounts to be included as Accounts and to convey its right, title and interest in, to and under the Receivables of such Additional Accounts, whether existing at the Addition Date or thereafter created, to the Trust pursuant to the Transfer Agreement; and

WHEREAS, the Trust is willing to accept such designation and conveyance subject to the terms and conditions hereof.

NOW, THEREFORE, the Transferor and the Trust hereby agree as follows:

1. Defined Terms. All capitalized terms used herein shall have the meanings ascribed to them in the Transfer Agreement unless otherwise defined herein.

“Addition Date” shall mean, with respect to the Additional Accounts, [___________, ____].

“Additional Accounts” shall mean the Additional Accounts, as defined in the Transfer Agreement, that are designated hereby and listed on the account schedule attached hereto, which shall supplement and amend the TA Account Schedule.

“Additional Trust Assets” shall have the meaning set forth in Section 3(a) hereof.

“Selection Date” shall mean the close of business on the date that is three (3) Business Days prior to the Addition Date.

2.  Designation of Additional Accounts. On the Addition Date, the Transferor shall deliver or cause to be delivered to the Trust and the Indenture Trustee an account schedule containing a true and complete list of the Additional Accounts, specifying for

3.  Conveyance of Receivables. (a) The Transferor does hereby transfer, assign, set over and otherwise convey to the Trust, without recourse except as provided in the Transfer Agreement, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under (i) the Receivables existing at the opening of business on the Addition Date and thereafter created and arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), (ii) all Insurance Proceeds, Interchange and Recoveries allocable to such Receivables, (iii) all monies due or to become due with respect to all of the foregoing, (iv) all amounts received with respect to all of the foregoing, and (v) all proceeds thereof (collectively, the “Additional Trust Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee, the Indenture Trustee or any Noteholders of any obligation of the Servicer, the Transferor or any other Person in connection with the Additional Trust Assets or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. Each Additional Account will continue to be owned by BBD and will not be an Additional Trust Asset.

4  Acceptance by Trust. The Trust hereby acknowledges its acceptance of all right, title and interest in, to and under the Additional Trust Assets conveyed to the Trust pursuant to Section 3(a) of this Assignment.

5.  Representations and Warranties of the Transferor. The Transferor hereby acknowledges on the Addition Date that it makes the representations and warranties in Section 2.3 and Section 2.4 of the Transfer Agreement with respect to itself and the Additional Accounts.

6.  Consent to Execution. Pursuant to the Trust Agreement, the Transferor consents to the execution hereof by the Owner Trustee for the Trust.

7.  Ratification of the Transfer Agreement. The Transfer Agreement is hereby ratified, and all references to the “Transfer Agreement,” to “this Transfer Agreement” and “herein” shall be deemed from and after the Addition Date to be a reference to the Transfer Agreement as supplemented and amended by this Assignment. Except as expressly amended hereby, all the representations, warranties, terms, covenants and conditions of the Transfer Agreement shall remain unamended and shall continue to be, and shall remain, in full force and effect in accordance with its terms and, except as expressly provided herein shall not constitute or be deemed to constitute a waiver of compliance with or a consent to noncompliance with any term or provision of the Transfer Agreement.

8.  Counterparts. This Assignment may be executed in any number of counterparts (and by different parties on separate counterparts), all of which taken together shall constitute one and the same instrument.

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

9.  Incorporation of Section 6.15 of the Transfer Agreement. The language of Section 6.15 of the Transfer Agreement is incorporated herein by reference.

IN WITNESS WHEREOF, the Transferor and the Trust have caused this Assignment to be duly executed by their respective officers as of the day and year first above written.

REASSIGNMENT No. [___] OF RECEIVABLES FROM DRYROCK ISSUANCE TRUST (this “Reassignment”), dated as of [___________],² by and among DRYROCK FUNDING LLC, as transferor (the “Transferor”), DRYROCK ISSUANCE TRUST (the “Trust”), as issuer and U.S. BANK NATIONAL ASSOCIATION, as indenture trustee (the “Indenture Trustee”) pursuant to the Transfer Agreement referred to below.

WHEREAS, Dryrock Funding LLC, as Transferor and the Trust are parties to the Transfer Agreement, dated as of August 1, 2012 (as such agreement may be, amended, restated, supplemented or otherwise modified from time to time, the “Transfer Agreement”);

WHEREAS, pursuant to the Transfer Agreement, the Transferor wishes to remove from the Trust all Receivables in certain designated Accounts (the “Removed Accounts”) and to cause the Trust to reassign the Receivables of such Removed Accounts, whether now existing or hereafter created, from the Trust to the Transferor; and

WHEREAS, the Trust and the Indenture Trustee are willing to accept such designation and to reconvey the Receivables in the Removed Accounts subject to the terms and conditions hereof.

NOW, THEREFORE, the Trust, the Indenture Trustee and the Transferor hereby agree as follows:

1.  Defined Terms. All terms defined in the Transfer Agreement and used herein shall have such defined meanings when used herein, unless otherwise defined herein.

“Removal Date” shall mean, with respect to the Removed Accounts, [________, ____].

“Removal Notice Date” shall mean, with respect to the Removed Accounts, [_____, ____].

“Removed Accounts” shall mean the Removed Accounts, as defined in the Transfer Agreement, that are designated hereby and listed on the account schedule attached hereto, which shall supplement and amend the TA Account Schedule.

2.  Designation of Removed Accounts. On or prior to the Removal Date, the Transferor shall deliver or cause to be delivered to the Trust and the Indenture Trustee a computer file containing a true and complete list of the Removed Accounts. Such list is

3.  Conveyance of Receivables. (a) The Trust and the Indenture Trustee do hereby sell, transfer, assign, set over and otherwise convey to the Transferor, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust and the Indenture Trustee in, to and under the Receivables arising in the Removed Accounts, all Recoveries related thereto, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof (collectively, the “Removed Trust Assets”).

4.  Representations and Warranties. The Transferor hereby represents and warrants to the Issuer, the Owner Trustee and the Indenture Trustee as of the Removal Date:

5.  Consent to Execution. Pursuant to the Trust Agreement, the Transferor consents to the execution hereof by the Owner Trustee for the Trust.

6.  Ratification of the Transfer Agreement. The Transfer Agreement is hereby ratified, and all references to the “Transfer Agreement,” to “this Transfer Agreement” and “herein” shall be deemed from and after the removal Date to be a reference to the Transfer Agreement as supplemented and amended by this Reassignment. Except as expressly amended hereby, all the representations, warranties, terms, covenants and conditions of the Transfer

7.  Counterparts. This Reassignment may be executed in any number of counterparts (and by different parties on separate counterparts), all of which taken together shall constitute one and the same instrument.

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

9.  Incorporation of Section 6.15 of the Transfer Agreement. The language of Section 6.15 of the Transfer Agreement is incorporated herein by reference.

IN WITNESS WHEREOF, the Trust, the Indenture Trustee and the Transferor have caused this Reassignment to be duly executed by their respective officers as of the day and year first above written.

The opinions set forth below may be subject to all the qualifications, assumptions, limitations and exceptions taken or made in the Opinions of Counsel delivered on any applicable amendment date.

The opinions set forth below may be subject to all the qualifications, assumptions, limitations and exceptions taken or made in the Opinions of Counsel delivered on any applicable Issuance Date.

The opinions set forth below may be subject to all the qualifications, assumptions, limitations and exceptions taken or made in the Opinions of Counsel delivered on any applicable Issuance Date. Unless otherwise indicated, all capitalized terms used herein shall have the meanings ascribed to them in the Transfer Agreement and in the Assignment.

I, ________________________________, the _______________________ of U.S. BANK NATIONAL ASSOCIATION (the “Company”), certify to the Transferor, and its officers, with the knowledge and intent that they will rely upon this certification, that: