Common use of Interest Deferral Clause in Contracts

Interest Deferral. (A) The obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date will be reduced to the extent that, on such Party B Floating Rate Payer Payment Date, the amount of MTN Issuer Available Funds (Series 03-2 Class A), and hence the amount of Party B Available Funds (Series 03-2 Class A), is less than the Party B Floating Rate Amount calculated for such Party B Floating Rate Payer Payment Date (the amount of any such reduction, the "DEFERRED INTEREST AMOUNT" for that Party B Floating Rate Payer Payment Date). "MTN ISSUER AVAILABLE FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to Barclaycard Funding plc (the "MTN ISSUER") by the Receivables Trustee (and deposited in the Series 03-2 Distribution Account) on the related Distribution Date in respect of the Class A Monthly Finance Amount (provided that, for the avoidance of doubt, MTN Issuer Available Funds (Series 03-2 Class A) excludes any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts). "PARTY B AVAILABLE FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Party B Floating Rate Payer Payment Amount calculated for that Party B Floating Rate Payer Payment Date in accordance with the priority of payments set forth in the Trust Deed (provided that, for the avoidance of doubt, Party B Available Funds (Series 03-2 Class A) shall exclude any amounts received by Party B in respect of Further Interest on the Series 03-2 MTN Certificate). The obligation of Party A to pay the Party A Floating Rate Amount on any Party A Floating Rate Payer Payment Date will be reduced by an amount equal to the Party A Floating Rate Amount otherwise payable on such Party A Floating Rate Payer Payment Date (prior to any adjustment thereof in accordance with this Section 3.2) multiplied by the Reduction Ratio. The "REDUCTION RATIO" is a fraction equal to: Deferred Interest Amount -------------------------------- Aggregate Party B Payment Amount The "AGGREGATE PARTY B PAYMENT AMOUNT" is equal to the Party B Floating Rate Amount, before any adjustment thereof in accordance with the terms of the provisions of this Section 3.2, that would otherwise have been payable on such Party B Floating Rate Payer Payment Date. (B) In the event that, on any Party B Floating Rate Payer Payment Date, there are any MTN Issuer Make-up Funds (Series 03-2 Class A) and hence any Party B Make-up Funds (Series 03-2 Class A) (any such amount for the relevant Party B Floating Rate Payer Payment Date, an "ADDITIONAL PARTY B AMOUNT"), the obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date shall be increased by the Additional Party B Amount. Accordingly, on such Party B Floating Rate Payer Payment Date, Party B shall pay the Party B Floating Rate Amount that would otherwise have been calculated for that Party B Floating Rate Payer Payment Date as well as any Additional Party B Amount. "MTN ISSUER MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to the MTN Issuer on the related Distribution Date by deposit to the Series 03-2 Distribution Account in respect of either of the following: (a) the Class A Deficiency Amount (if and to the extent that the same is attributable to the Class A Monthly Finance Amount for any earlier Distribution Date); and (b) the Class A Additional Finance Amount (if and to the extent that the same is attributable to the Class A Deficiency Amount for any earlier Distribution Date), provided that, for the avoidance of doubt, the MTN Issuer Make-up Funds (Series 03-2 Class A) shall exclude any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts. "PARTY B MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Additional Party B Amount in accordance with the priority of payments set forth in the

Interest Deferral. (A) The obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date will be reduced to the extent that, on such Party B Floating Rate Payer Payment Date, the amount of MTN Issuer Available Funds (Series 0304-2 Class AC), and hence the amount of Party B Available Funds (Series 0304-2 Class AC), is less than the Party B Floating Rate Amount calculated for such Party B Floating Rate Payer Payment Date (the amount of any such reduction, the "DEFERRED INTEREST AMOUNT" for that Party B Floating Rate Payer Payment Date). "MTN ISSUER AVAILABLE FUNDS (SERIES 0304-2 CLASS AC)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to Barclaycard Funding plc (the "MTN ISSUER") by the Receivables Trustee (and deposited in the Series 0304-2 Distribution Account) on the related Distribution Date in respect of the Class A C Monthly Finance Amount (provided that, for the avoidance of doubt, MTN Issuer Available Funds (Series 0304-2 Class AC) excludes any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts). "PARTY B AVAILABLE FUNDS (SERIES 0304-2 CLASS AC)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Party B Floating Rate Payer Payment Amount calculated for that Party B Floating Rate Payer Payment Date in accordance with the priority of payments set forth in the Trust Deed (provided that, for the avoidance of doubt, Party B Available Funds (Series 0304-2 Class AC) shall exclude any amounts received by Party B in respect of Further Interest on the Series 0304-2 MTN Certificate). The obligation of Party A to pay the Party A Floating Rate Amount on any Party A Floating Rate Payer Payment Date will be reduced by an amount equal to the Party A Floating Rate Amount otherwise payable on such Party A Floating Rate Payer Payment Date (prior to any adjustment thereof in accordance with this Section 3.2) multiplied by the Reduction Ratio. The "REDUCTION RATIO" is a fraction equal to: Deferred Interest Amount -------------------------------- ----------------------------------- Aggregate Party B Payment Amount The "AGGREGATE PARTY B PAYMENT AMOUNT" is equal to the Party B Floating Rate Amount, before any adjustment thereof in accordance with the terms of the provisions of this Section 3.2, that would otherwise have been payable on such Party B Floating Rate Payer Payment Date. (B) In the event that, on any Party B Floating Rate Payer Payment Date, there are any MTN Issuer Make-up Funds (Series 03-2 Class A) and hence any Party B Make-up Funds (Series 03-2 Class A) (any such amount for the relevant Party B Floating Rate Payer Payment Date, an "ADDITIONAL PARTY B AMOUNT"), the obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date shall be increased by the Additional Party B Amount. Accordingly, on such Party B Floating Rate Payer Payment Date, Party B shall pay the Party B Floating Rate Amount that would otherwise have been calculated for that Party B Floating Rate Payer Payment Date as well as any Additional Party B Amount. "MTN ISSUER MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to the MTN Issuer on the related Distribution Date by deposit to the Series 03-2 Distribution Account in respect of either of the following: (a) the Class A Deficiency Amount (if and to the extent that the same is attributable to the Class A Monthly Finance Amount for any earlier Distribution Date); and (b) the Class A Additional Finance Amount (if and to the extent that the same is attributable to the Class A Deficiency Amount for any earlier Distribution Date), provided that, for the avoidance of doubt, the MTN Issuer Make-up Funds (Series 03-2 Class A) shall exclude any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts. "PARTY B MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Additional Party B Amount in accordance with the priority of payments set forth in the

Interest Deferral. (A) The obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date will be reduced to the extent that, on such Party B Floating Rate Payer Payment Date, the amount of MTN Issuer Available Funds (Series 0304-2 1 Class AC), and hence the amount of Party B Available Funds (Series 0304-2 1 Class AC), is less than the Party B Floating Rate Amount calculated for such Party B Floating Rate Payer Payment Date (the amount of any such reduction, the "DEFERRED INTEREST AMOUNT" for that Party B Floating Rate Payer Payment Date). "MTN ISSUER AVAILABLE FUNDS (SERIES 0304-2 1 CLASS AC)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to Barclaycard Funding plc (the "MTN ISSUER") by the Receivables Trustee (and deposited in the Series 0304-2 1 Distribution Account) on the related Distribution Date in respect of the Class A C Monthly Finance Amount (provided that, for the avoidance of doubt, MTN Issuer Available Funds (Series 0304-2 1 Class AC) excludes any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts). "PARTY B AVAILABLE FUNDS (SERIES 0304-2 1 CLASS AC)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Party B Floating Rate Payer Payment Amount calculated for that Party B Floating Rate Payer Payment Date in accordance with the priority of payments set forth in the Trust Deed (provided that, for the avoidance of doubt, Party B Available Funds (Series 0304-2 1 Class AC) shall exclude any amounts received by Party B in respect of Further Interest on the Series 0304-2 1 MTN Certificate). The obligation of Party A to pay the Party A Floating Rate Amount on any Party A Floating Rate Payer Payment Date will be reduced by an amount equal to the Party A Floating Rate Amount otherwise payable on such Party A Floating Rate Payer Payment Date (prior to any adjustment thereof in accordance with this Section 3.2) multiplied by the Reduction Ratio. The "REDUCTION RATIO" is a fraction equal to: Deferred Interest Amount -------------------------------- Aggregate Party B Payment Amount The "AGGREGATE PARTY B PAYMENT AMOUNT" is equal to the Party B Floating Rate Amount, before any adjustment thereof in accordance with the terms of the provisions of this Section 3.2, that would otherwise have been payable on such Party B Floating Rate Payer Payment Date. (B) In the event that, on any Party B Floating Rate Payer Payment Date, there are any MTN Issuer Make-up Funds (Series 03-2 Class A) and hence any Party B Make-up Funds (Series 03-2 Class A) (any such amount for the relevant Party B Floating Rate Payer Payment Date, an "ADDITIONAL PARTY B AMOUNT"), the obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date shall be increased by the Additional Party B Amount. Accordingly, on such Party B Floating Rate Payer Payment Date, Party B shall pay the Party B Floating Rate Amount that would otherwise have been calculated for that Party B Floating Rate Payer Payment Date as well as any Additional Party B Amount. "MTN ISSUER MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to the MTN Issuer on the related Distribution Date by deposit to the Series 03-2 Distribution Account in respect of either of the following: (a) the Class A Deficiency Amount (if and to the extent that the same is attributable to the Class A Monthly Finance Amount for any earlier Distribution Date); and (b) the Class A Additional Finance Amount (if and to the extent that the same is attributable to the Class A Deficiency Amount for any earlier Distribution Date), provided that, for the avoidance of doubt, the MTN Issuer Make-up Funds (Series 03-2 Class A) shall exclude any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts. "PARTY B MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Additional Party B Amount in accordance with the priority of payments set forth in the

Interest Deferral. (A) The obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date will be reduced to the extent that, on such Party B Floating Rate Payer Payment Date, the amount of MTN Issuer Available Funds (Series 0304-2 Class A), and hence the amount of Party B Available Funds (Series 0304-2 Class A), is less than the Party B Floating Rate Amount calculated for such Party B Floating Rate Payer Payment Date (the amount of any such reduction, the "DEFERRED INTEREST AMOUNT" for that Party B Floating Rate Payer Payment Date). "MTN ISSUER AVAILABLE FUNDS (SERIES 0304-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to Barclaycard Funding plc (the "MTN ISSUER") by the Receivables Trustee (and deposited in the Series 0304-2 Distribution Account) on the related Distribution Date in respect of the Class A Monthly Finance Amount (provided that, for the avoidance of doubt, MTN Issuer Available Funds (Series 0304-2 Class A) excludes any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts). "PARTY B AVAILABLE FUNDS (SERIES 0304-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Party B Floating Rate Payer Payment Amount calculated for that Party B Floating Rate Payer Payment Date in accordance with the priority of payments set forth in the Trust Deed (provided that, for the avoidance of doubt, Party B Available Funds (Series 0304-2 Class A) shall exclude any amounts received by Party B in respect of Further Interest on the Series 0304-2 MTN Certificate). The obligation of Party A to pay the Party A Floating Rate Amount on any Party A Floating Rate Payer Payment Date will be reduced by an amount equal to the Party A Floating Rate Amount otherwise payable on such Party A Floating Rate Payer Payment Date (prior to any adjustment thereof in accordance with this Section 3.2) multiplied by the Reduction Ratio. The "REDUCTION RATIO" is a fraction equal to: Deferred Interest Amount -------------------------------- ------------------------------------- Aggregate Party B Payment Amount The "AGGREGATE PARTY B PAYMENT AMOUNT" is equal to the Party B Floating Rate Amount, before any adjustment thereof in accordance with the terms of the provisions of this Section 3.2, that would otherwise have been payable on such Party B Floating Rate Payer Payment Date. (B) In the event that, on any Party B Floating Rate Payer Payment Date, there are any MTN Issuer Make-up Funds (Series 03-2 Class A) and hence any Party B Make-up Funds (Series 03-2 Class A) (any such amount for the relevant Party B Floating Rate Payer Payment Date, an "ADDITIONAL PARTY B AMOUNT"), the obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date shall be increased by the Additional Party B Amount. Accordingly, on such Party B Floating Rate Payer Payment Date, Party B shall pay the Party B Floating Rate Amount that would otherwise have been calculated for that Party B Floating Rate Payer Payment Date as well as any Additional Party B Amount. "MTN ISSUER MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to the MTN Issuer on the related Distribution Date by deposit to the Series 03-2 Distribution Account in respect of either of the following: (a) the Class A Deficiency Amount (if and to the extent that the same is attributable to the Class A Monthly Finance Amount for any earlier Distribution Date); and (b) the Class A Additional Finance Amount (if and to the extent that the same is attributable to the Class A Deficiency Amount for any earlier Distribution Date), provided that, for the avoidance of doubt, the MTN Issuer Make-up Funds (Series 03-2 Class A) shall exclude any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts. "PARTY B MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Additional Party B Amount in accordance with the priority of payments set forth in the

Interest Deferral. (A) The obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date will be reduced to the extent that, on such Party B Floating Rate Payer Payment Date, the amount of MTN Issuer Available Funds (Series 03-2 Class A), and hence the amount of Party B Available Funds (Series 03-2 Class A), is less than the Party B Floating Rate Amount calculated for such Party B Floating Rate Payer Payment Date (the amount of any such reduction, the "DEFERRED INTEREST AMOUNT" for that Party B Floating Rate Payer Payment Date). "MTN ISSUER AVAILABLE FUNDS (SERIES 03-2 CLASS A)" means, in relation referable to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by referable to the Receivables Trustee Series 02-1 Class A Debt Amount (other than any funds relating to excess spread attributable to Series 02-1) having been credited to the Series 02-1 Distribution Account of Barclaycard Funding plc (the "MTN ISSUER") by the Receivables Trustee (and deposited in the Series 03-2 Distribution Account) on the related Distribution Date in respect of is less than the Class A Monthly Finance Distribution Amount (provided that, calculated for the avoidance of doubt, MTN Issuer Available Funds relevant Calculation Period (Series 03-2 Class A) excludes any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts). "PARTY B AVAILABLE FUNDS (SERIES 03-2 CLASS A)" means, as such terms are defined in relation to the Series 02-1 Investor Interest) (any such amount, the "DEFERRED INTEREST AMOUNT") occurring during the period from the preceding Party B Floating Rate Payer Payment Date and ending on or immediately prior to that Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Party B Floating Rate Payer Payment Amount calculated for that Party B Floating Rate Payer Payment Date in accordance with the priority of payments set forth in the Trust Deed (provided that, for the avoidance of doubt, Party B Available Funds (Series 03-2 Class A) shall exclude any amounts received by Party B in respect of Further Interest on the Series 03-2 MTN Certificate). The obligation of Party A to pay the Party A Floating Rate Amount on any Party A Floating Rate Payer Payment Date will be reduced by an amount equal to the Party A Floating Rate Amount otherwise payable on such Party A Floating Rate Payer Payment Date (prior to any adjustment thereof in accordance with this Section 3.2) multiplied by the Reduction Ratio. The "REDUCTION RATIO" is a fraction equal to: Deferred Interest Amount -------------------------------- Aggregate Party B Payment Amount The "AGGREGATE PARTY B PAYMENT AMOUNT" is equal to the Party B Floating Rate Amount, before any adjustment thereof in accordance with the terms of the provisions of this Section 3.2, that would otherwise have been payable on such Party B Floating Rate Payer Payment Date. (B) In the event that, on any Party B Floating Rate Payer Payment Date, there are any MTN Issuer Make-up Funds (Series 03-2 Class A) and hence any Party B Make-up Funds (Series 03-2 Class A) (any such amount for the relevant Party B Floating Rate Payer Payment Date, an "ADDITIONAL PARTY B AMOUNT"), the The obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date shall be increased in the event of (and to the extent of available funds in relation to) additional amounts referable to Finance Charge Collections in respect of the Series 02-1 Class A Debt Amount (other than any funds relating to excess spread attributable to Series 02-1) having been credited to the Series 01-2 Distribution Account by the Additional Receivables Trustee to make up any previous Deferred Interest Amount. The obligation of Party B AmountA to pay the Party A Floating Rate Amount on any Party A Floating Rate Payer Payment Date will be increased by an amount (the "ADDITIONAL PARTY A AMOUNT") equal to the Party A Floating Rate Amount otherwise payable on such Party A Floating Rate Payer Payment Date (prior to any adjustment thereof in accordance with this Section 3.2) multiplied by the Increase Ratio. Accordingly, on such Party B A Floating Rate Payer Payment Date, Party B A shall pay the Party B A Floating Rate Amount that would otherwise have been calculated for that as well as the Additional Party A Amount. The "INCREASE RATIO" is a fraction equal to: Increased Interest Amount -------------------------------- Aggregate Party B Payment Amount The "INCREASED INTEREST AMOUNT" is equal to the amount of Finance Charge Collections referable to the Series 02-1 Class A Debt Amount and credited to the Series 02-1 Distribution Account by the Receivables Trustee on the Party B Floating Rate Payer Payment Date as well as any Additional which corresponds to such Party B Amount. "MTN ISSUER MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B A Floating Rate Rating Payer Payment Date, the aggregate amount of Finance Charge Collections Date and Acquired Interchange that is distributed by the Receivables Trustee so deposited to the MTN Issuer on the related Distribution Date by deposit to the Series 03-2 Distribution Account in respect of either of the following: (a) the Class A Deficiency Amount (if and to the extent that the same is attributable to the Class A Monthly Finance Amount for make up any earlier Distribution Date); and (b) the Class A Additional Finance Amount (if and to the extent that the same is attributable to the Class A Deficiency Amount for any earlier Distribution Date), provided that, for the avoidance of doubt, the MTN Issuer Make-up Funds (Series 03-2 Class A) shall exclude any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts. "PARTY B MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Additional Party B Amount in accordance with the priority of payments set forth in theprevious Deferred Interest Amount.

Interest Deferral. (A) The obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date will be reduced to the extent that, on such Party B Floating Rate Payer Payment Date, the amount of MTN Issuer Available Funds (Series 0305-2 4 Class A), and hence the amount of Party B Available Funds (Series 0305-2 4 Class A), is less than the Party B Floating Rate Amount calculated for such Party B Floating Rate Payer Payment Date (the amount of any such reduction, the "DEFERRED INTEREST AMOUNT" for that Party B Floating Rate Payer Payment Date). "MTN ISSUER AVAILABLE FUNDS (SERIES 0305-2 4 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to Barclaycard Funding plc PLC (the "MTN ISSUER") by the Receivables Trustee (and deposited in the Series 0305-2 4 Distribution Account) on the related Distribution Date in respect of the Class A Monthly Finance Amount (provided that, for the avoidance of doubt, MTN Issuer Available Funds (Series 0305-2 4 Class A) excludes any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts). "PARTY B AVAILABLE FUNDS (SERIES 0305-2 4 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Party B Floating Rate Payer Payment Amount calculated for that Party B Floating Rate Payer Payment Date in accordance with the priority of payments set forth in the Trust Deed (provided that, for the avoidance of doubt, Party B Available Funds (Series 0305-2 4 Class A) shall exclude any amounts received by Party B in respect of Further Interest on the Series 0305-2 4 MTN Certificate). The obligation of Party A to pay the Party A Floating Rate Amount on any Party A Floating Rate Payer Payment Date will be reduced by an amount equal to the Party A Floating Rate Amount otherwise payable on such Party A Floating Rate Payer Payment Date (prior to any adjustment thereof in accordance with this Section 3.2) multiplied by the Reduction Ratio. The "REDUCTION RATIO" is a fraction equal to: Deferred Interest Amount -------------------------------- ----------------------------------- Aggregate Party B Payment Amount The "AGGREGATE PARTY B PAYMENT AMOUNT" is equal to the Party B Floating Rate Amount, before any adjustment thereof in accordance with the terms of the provisions of this Section 3.2, that would otherwise have been payable on such Party B Floating Rate Payer Payment Date. (B) In the event that, on any Party B Floating Rate Payer Payment Date, there are any MTN Issuer Make-up Funds (Series 0305-2 4 Class A) and hence any Party B Make-up Funds (Series 0305-2 4 Class A) (any such amount for the relevant Party B Floating Rate Payer Payment Date, an "ADDITIONAL PARTY B AMOUNT"), the obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date shall be increased by the Additional Party B Amount. Accordingly, on such Party B Floating Rate Payer Payment Date, Party B shall pay the Party B Floating Rate Amount that would otherwise have been calculated for that Party B Floating Rate Payer Payment Date as well as any Additional Party B Amount. "MTN ISSUER MAKE-UP FUNDS (SERIES 0305-2 4 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to the MTN Issuer on the related Distribution Date by deposit to the Series 0305-2 4 Distribution Account in respect of either of the following: (a) the Class A Deficiency Amount (if and to the extent that the same is attributable to the Class A Monthly Finance Amount for any earlier Distribution Date); and (b) the Class A Additional Finance Amount (if and to the extent that the same is attributable to the Class A Deficiency Amount for any earlier Distribution Date), provided that, for the avoidance of doubt, the MTN Issuer Make-up Funds (Series 0305-2 4 Class A) shall exclude any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts. "PARTY B MAKE-UP FUNDS (SERIES 0305-2 4 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Additional Party B Amount in accordance with the priority of payments set forth in thethe Trust Deed, provided that, for the avoidance of

Interest Deferral. (A) The obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date will be reduced to the extent that, on such Party B Floating Rate Payer Payment Date, the amount of MTN Issuer Available Funds (for Series 03-2 1 Class A), ) and hence the amount of Party B Available Funds (for Series 03-2 1 Class A), ) is less than the Party B Floating Rate Amount calculated for such Party B Floating Rate Payer Payment Date (the amount of any such reduction, the "DEFERRED INTEREST AMOUNT" for that Party B Floating Rate Payer Payment Date). "MTN ISSUER AVAILABLE FUNDS (SERIES 03-2 1 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to Barclaycard Funding plc (the "MTN ISSUER") by the Receivables Trustee (and deposited in the Series 03-2 1 Distribution Account) on the related Distribution Date in respect of the Class A Monthly Finance Amount (provided that, for the avoidance of doubt), MTN Issuer Available Funds (Series 03-2 1 Class A) excludes any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts). "PARTY B AVAILABLE FUNDS (SERIES 03-2 1 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Party B Floating Rate Payer Payment Amount calculated for that Party B Floating Rate Payer Payment Date in accordance with the priority of payments set forth in the Trust Deed (provided that, for the avoidance of doubt, Party B Available Funds (Series 03-2 Class A) shall exclude any amounts received by Party B in respect of Further Interest on the Series 03-2 MTN Certificate). The obligation of Party A to pay the Party A Floating Rate Amount on any Party A Floating Rate Payer Payment Date will be reduced by an amount equal to the Party A Floating Rate Amount otherwise payable on such Party A Floating Rate Payer Payment Date (prior to any adjustment thereof in accordance with this Section 3.2) multiplied by the Reduction Ratio. The "REDUCTION RATIO" is a fraction equal to: Deferred Interest Amount -------------------------------- Aggregate Party B Payment Amount The "AGGREGATE PARTY B PAYMENT AMOUNT" is equal to the Party B Floating Rate Amount, before any adjustment thereof in accordance with the terms of the provisions of this Section 3.2, that would otherwise have been payable on such Party B Floating Rate Payer Payment Date. (B) In the event that, on any Party B Floating Rate Payer Payment Date, there are any MTN Issuer Make-up Funds (Series 03-2 Class A) and hence any Party B Make-up Funds (Series 03-2 Class A) (any such amount for the relevant Party B Floating Rate Payer Payment Date, an "ADDITIONAL PARTY B AMOUNT"), the obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date shall be increased by the Additional Party B Amount. Accordingly, on such Party B Floating Rate Payer Payment Date, Party B shall pay the Party B Floating Rate Amount that would otherwise have been calculated for that Party B Floating Rate Payer Payment Date as well as any Additional Party B Amount. "MTN ISSUER MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to the MTN Issuer on the related Distribution Date by deposit to the Series 03-2 Distribution Account in respect of either of the following: (a) the Class A Deficiency Amount (if and to the extent that the same is attributable to the Class A Monthly Finance Amount for any earlier Distribution Date); and (b) the Class A Additional Finance Amount (if and to the extent that the same is attributable to the Class A Deficiency Amount for any earlier Distribution Date), provided that, for the avoidance of doubt, the MTN Issuer Make-up Funds (Series 03-2 Class A) shall exclude any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts. "PARTY B MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Additional Party B Amount in accordance with the priority of payments set forth in the

Interest Deferral. (A) The obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date will be reduced to the extent that, on such Party B Floating Rate Payer Payment Date, the amount of MTN Issuer Available Funds (Series 0305-2 Class AB), and hence the amount of Party B Available Funds (Series 0305-2 Class AB), is less than the Party B Floating Rate Amount calculated for such Party B Floating Rate Payer Payment Date (the amount of any such reduction, the "DEFERRED INTEREST AMOUNT" for that Party B Floating Rate Payer Payment Date). "MTN ISSUER AVAILABLE FUNDS (SERIES 0305-2 CLASS AB)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to Barclaycard Funding plc PLC (the "MTN ISSUER") by the Receivables Trustee (and deposited in the Series 0305-2 Distribution Account) on the related Distribution Date in respect of the Class A B Monthly Finance Amount (provided that, for the avoidance of doubt, MTN Issuer Available Funds (Series 0305-2 Class AB) excludes any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts). "PARTY B AVAILABLE FUNDS (SERIES 0305-2 CLASS AB)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Party B Floating Rate Payer Payment Amount calculated for that Party B Floating Rate Payer Payment Date in accordance with the priority of payments set forth in the Trust Deed (provided that, for the avoidance of doubt, Party B Available Funds (Series 0305-2 Class AB) shall exclude any amounts received by Party B in respect of Further Interest on the Series 0305-2 MTN Certificate). The obligation of Party A to pay the Party A Floating Rate Amount on any Party A Floating Rate Payer Payment Date will be reduced by an amount equal to the Party A Floating Rate Amount otherwise payable on such Party A Floating Rate Payer Payment Date (prior to any adjustment thereof in accordance with this Section 3.2) multiplied by the Reduction Ratio. The "REDUCTION RATIO" is a fraction equal to: Deferred Interest Amount -------------------------------- ---------------------------------- Aggregate Party B Payment Amount The "AGGREGATE PARTY B PAYMENT AMOUNT" is equal to the Party B Floating Rate Amount, before any adjustment thereof in accordance with the terms of the provisions of this Section 3.2, that would otherwise have been payable on such Party B Floating Rate Payer Payment Date. (B) In the event that, on any Party B Floating Rate Payer Payment Date, there are any MTN Issuer Make-up Funds (Series 03-2 Class A) and hence any Party B Make-up Funds (Series 03-2 Class A) (any such amount for the relevant Party B Floating Rate Payer Payment Date, an "ADDITIONAL PARTY B AMOUNT"), the obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date shall be increased by the Additional Party B Amount. Accordingly, on such Party B Floating Rate Payer Payment Date, Party B shall pay the Party B Floating Rate Amount that would otherwise have been calculated for that Party B Floating Rate Payer Payment Date as well as any Additional Party B Amount. "MTN ISSUER MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to the MTN Issuer on the related Distribution Date by deposit to the Series 03-2 Distribution Account in respect of either of the following: (a) the Class A Deficiency Amount (if and to the extent that the same is attributable to the Class A Monthly Finance Amount for any earlier Distribution Date); and (b) the Class A Additional Finance Amount (if and to the extent that the same is attributable to the Class A Deficiency Amount for any earlier Distribution Date), provided that, for the avoidance of doubt, the MTN Issuer Make-up Funds (Series 03-2 Class A) shall exclude any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts. "PARTY B MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Additional Party B Amount in accordance with the priority of payments set forth in the

Interest Deferral. (A) The obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date will be reduced to the extent that, on such Party B Floating Rate Payer Payment Date, the amount of MTN Issuer Available Funds (Series 0304-2 Class AB), and hence the amount of Party B Available Funds (Series 0304-2 Class AB), is less than the Party B Floating Rate Amount calculated for such Party B Floating Rate Payer Payment Date (the amount of any such reduction, the "DEFERRED INTEREST AMOUNT" for that Party B Floating Rate Payer Payment Date). "MTN ISSUER AVAILABLE FUNDS (SERIES 0304-2 CLASS AB)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to Barclaycard Funding plc (the "MTN ISSUER") by the Receivables Trustee (and deposited in the Series 0304-2 Distribution Account) on the related Distribution Date in respect of the Class A B Monthly Finance Amount (provided that, for the avoidance of doubt, MTN Issuer Available Funds (Series 0304-2 Class AB) excludes any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts). "PARTY B AVAILABLE FUNDS (SERIES 0304-2 CLASS AB)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Party B Floating Rate Payer Payment Amount calculated for that Party B Floating Rate Payer Payment Date in accordance with the priority of payments set forth in the Trust Deed (provided that, for the avoidance of doubt, Party B Available Funds (Series 0304-2 Class AB) shall exclude any amounts received by Party B in respect of Further Interest on the Series 0304-2 MTN Certificate). The obligation of Party A to pay the Party A Floating Rate Amount on any Party A Floating Rate Payer Payment Date will be reduced by an amount equal to the Party A Floating Rate Amount otherwise payable on such Party A Floating Rate Payer Payment Date (prior to any adjustment thereof in accordance with this Section 3.2) multiplied by the Reduction Ratio. The "REDUCTION RATIO" is a fraction equal to: Deferred Interest Amount -------------------------------- ------------------------------------ Aggregate Party B Payment Amount The "AGGREGATE PARTY B PAYMENT AMOUNT" is equal to the Party B Floating Rate Amount, before any adjustment thereof in accordance with the terms of the provisions of this Section 3.2, that would otherwise have been payable on such Party B Floating Rate Payer Payment Date. (B) In the event that, on any Party B Floating Rate Payer Payment Date, there are any MTN Issuer Make-up Funds (Series 03-2 Class A) and hence any Party B Make-up Funds (Series 03-2 Class A) (any such amount for the relevant Party B Floating Rate Payer Payment Date, an "ADDITIONAL PARTY B AMOUNT"), the obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date shall be increased by the Additional Party B Amount. Accordingly, on such Party B Floating Rate Payer Payment Date, Party B shall pay the Party B Floating Rate Amount that would otherwise have been calculated for that Party B Floating Rate Payer Payment Date as well as any Additional Party B Amount. "MTN ISSUER MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to the MTN Issuer on the related Distribution Date by deposit to the Series 03-2 Distribution Account in respect of either of the following: (a) the Class A Deficiency Amount (if and to the extent that the same is attributable to the Class A Monthly Finance Amount for any earlier Distribution Date); and (b) the Class A Additional Finance Amount (if and to the extent that the same is attributable to the Class A Deficiency Amount for any earlier Distribution Date), provided that, for the avoidance of doubt, the MTN Issuer Make-up Funds (Series 03-2 Class A) shall exclude any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts. "PARTY B MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Additional Party B Amount in accordance with the priority of payments set forth in the

Interest Deferral. (A) The obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date will be reduced to the extent that, on such Party B Floating Rate Payer Payment Date, the amount of MTN Issuer Available Funds (Series 03-2 Class A), and hence the amount of Party B Available Funds (Series 03-2 Class A), is less than the Party B Floating Rate Amount calculated for such Party B Floating Rate Payer Payment Date (the amount of any such reduction, the "DEFERRED INTEREST AMOUNT" for that Party B Floating Rate Payer Payment Date). "MTN ISSUER AVAILABLE FUNDS (SERIES 03-2 CLASS A)" means, in relation referable to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by referable to the Receivables Trustee Series 02-1 Class C Debt Amount (other than any funds relating to excess spread attributable to Series 02-1) having been credited to the Series 02-1 Distribution Account of Barclaycard Funding plc (the "MTN ISSUER") by the Receivables Trustee (and deposited in the Series 03-2 Distribution Account) on the related Distribution Date in respect of is less than the Class A C Monthly Finance Distribution Amount (provided that, calculated for the avoidance of doubt, MTN Issuer Available Funds relevant Calculation Period (Series 03-2 Class A) excludes any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts). "PARTY B AVAILABLE FUNDS (SERIES 03-2 CLASS A)" means, as such terms are defined in relation to the Series 02-1 Investor Interest) (any such amount, the "DEFERRED INTEREST AMOUNT") occurring during the period from the preceding Party B Floating Rate Payer Payment Date and ending on or immediately prior to that Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Party B Floating Rate Payer Payment Amount calculated for that Party B Floating Rate Payer Payment Date in accordance with the priority of payments set forth in the Trust Deed (provided that, for the avoidance of doubt, Party B Available Funds (Series 03-2 Class A) shall exclude any amounts received by Party B in respect of Further Interest on the Series 03-2 MTN Certificate). The obligation of Party A to pay the Party A Floating Rate Amount on any Party A Floating Rate Payer Payment Date will be reduced by an amount equal to the Party A Floating Rate Amount otherwise payable on such Party A Floating Rate Payer Payment Date (prior to any adjustment thereof in accordance with this Section 3.2) multiplied by the Reduction Ratio. The "REDUCTION RATIO" is a fraction equal to: Deferred Interest Amount -------------------------------- Aggregate Party B Payment Amount The "AGGREGATE PARTY B PAYMENT AMOUNT" is equal to the Party B Floating Rate Amount, before any adjustment thereof in accordance with the terms of the provisions of this Section 3.2, that would otherwise have been payable on such Party B Floating Rate Payer Payment Date. (B) In the event that, on any Party B Floating Rate Payer Payment Date, there are any MTN Issuer Make-up Funds (Series 03-2 Class A) and hence any Party B Make-up Funds (Series 03-2 Class A) (any such amount for the relevant Party B Floating Rate Payer Payment Date, an "ADDITIONAL PARTY B AMOUNT"), the The obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date shall be increased in the event of (and to the extent of available funds in relation to) additional amounts referable to Finance Charge Collections in respect of the Series 02-1 Class C Debt Amount (other than any funds relating to excess spread attributable to Series 02-1) having been credited to the Series 01-2 Distribution Account by the Additional Receivables Trustee to make up any previous Deferred Interest Amount. The obligation of Party B AmountA to pay the Party A Floating Rate Amount on any Party A Floating Rate Payer Payment Date will be increased by an amount (the "ADDITIONAL PARTY A AMOUNT") equal to the Party A Floating Rate Amount otherwise payable on such Party A Floating Rate Payer Payment Date (prior to any adjustment thereof in accordance with this Section 3.2) multiplied by the Increase Ratio. Accordingly, on such Party B A Floating Rate Payer Payment Date, Party B A shall pay the Party B A Floating Rate Amount that would otherwise have been calculated for that as well as the Additional Party A Amount. The "INCREASE RATIO" is a fraction equal to: Increased Interest Amount --------------------------------- Aggregate Party B Payment Amount The "INCREASED INTEREST AMOUNT" is equal to the amount of Finance Charge Collections referable to the Series 02-1 Class C Debt Amount and credited to the Series 02-1 Distribution Account by the Receivables Trustee on the Party B Floating Rate Payer Payment Date as well as any Additional which corresponds to such Party B Amount. "MTN ISSUER MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B A Floating Rate Rating Payer Payment Date, the aggregate amount of Finance Charge Collections Date and Acquired Interchange that is distributed by the Receivables Trustee so deposited to the MTN Issuer on the related Distribution Date by deposit to the Series 03-2 Distribution Account in respect of either of the following: (a) the Class A Deficiency Amount (if and to the extent that the same is attributable to the Class A Monthly Finance Amount for make up any earlier Distribution Date); and (b) the Class A Additional Finance Amount (if and to the extent that the same is attributable to the Class A Deficiency Amount for any earlier Distribution Date), provided that, for the avoidance of doubt, the MTN Issuer Make-up Funds (Series 03-2 Class A) shall exclude any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts. "PARTY B MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Additional Party B Amount in accordance with the priority of payments set forth in theprevious Deferred Interest Amount.

Interest Deferral. (A) The obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date will be reduced to the extent that, on such Party B Floating Rate Payer Payment Date, the amount of MTN Issuer Available Funds (Series 0304-2 1 Class A), and hence the amount of Party B Available Funds (Series 0304-2 1 Class A), is less than the Party B Floating Rate Amount calculated for such Party B Floating Rate Payer Payment Date (the amount of any such reduction, the "DEFERRED INTEREST AMOUNT" for that Party B Floating Rate Payer Payment Date). "MTN ISSUER AVAILABLE FUNDS (SERIES 0304-2 1 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to Barclaycard Funding plc (the "MTN ISSUER") by the Receivables Trustee (and deposited in the Series 0304-2 1 Distribution Account) on the related Distribution Date in respect of the Class A Monthly Finance Amount (provided that, for the avoidance of doubt, MTN Issuer Available Funds (Series 0304-2 1 Class A) excludes any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts). "PARTY B AVAILABLE FUNDS (SERIES 0304-2 1 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Party B Floating Rate Payer Payment Amount calculated for that Party B Floating Rate Payer Payment Date in accordance with the priority of payments set forth in the Trust Deed (provided that, for the avoidance of doubt, Party B Available Funds (Series 0304-2 1 Class A) shall exclude any amounts received by Party B in respect of Further Interest on the Series 0304-2 1 MTN Certificate). The obligation of Party A to pay the Party A Floating Rate Amount on any Party A Floating Rate Payer Payment Date will be reduced by an amount equal to the Party A Floating Rate Amount otherwise payable on such Party A Floating Rate Payer Payment Date (prior to any adjustment thereof in accordance with this Section 3.2) multiplied by the Reduction Ratio. The "REDUCTION RATIO" is a fraction equal to: Deferred Interest Amount -------------------------------- Aggregate Party B Payment Amount The "AGGREGATE PARTY B PAYMENT AMOUNT" is equal to the Party B Floating Rate Amount, before any adjustment thereof in accordance with the terms of the provisions of this Section 3.2, that would otherwise have been payable on such Party B Floating Rate Payer Payment Date. (B) In the event that, on any Party B Floating Rate Payer Payment Date, there are any MTN Issuer Make-up Funds (Series 03-2 Class A) and hence any Party B Make-up Funds (Series 03-2 Class A) (any such amount for the relevant Party B Floating Rate Payer Payment Date, an "ADDITIONAL PARTY B AMOUNT"), the obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date shall be increased by the Additional Party B Amount. Accordingly, on such Party B Floating Rate Payer Payment Date, Party B shall pay the Party B Floating Rate Amount that would otherwise have been calculated for that Party B Floating Rate Payer Payment Date as well as any Additional Party B Amount. "MTN ISSUER MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to the MTN Issuer on the related Distribution Date by deposit to the Series 03-2 Distribution Account in respect of either of the following: (a) the Class A Deficiency Amount (if and to the extent that the same is attributable to the Class A Monthly Finance Amount for any earlier Distribution Date); and (b) the Class A Additional Finance Amount (if and to the extent that the same is attributable to the Class A Deficiency Amount for any earlier Distribution Date), provided that, for the avoidance of doubt, the MTN Issuer Make-up Funds (Series 03-2 Class A) shall exclude any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts. "PARTY B MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Additional Party B Amount in accordance with the priority of payments set forth in the

Interest Deferral. (A) The obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date will be reduced to the extent that, on such Party B Floating Rate Payer Payment Date, the amount of MTN Issuer Available Funds (Series 0305-2 1 Class AA1), and hence the amount of Party B Available Funds (Series 0305-2 1 Class AA1), is less than the Party B Floating Rate Amount calculated for such Party B Floating Rate Payer Payment Date (the amount of any such reduction, the "DEFERRED INTEREST AMOUNT" for that Party B Floating Rate Payer Payment Date). "MTN ISSUER AVAILABLE FUNDS (SERIES 0305-2 1 CLASS AA1)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to Barclaycard Funding plc (the "MTN ISSUER") by the Receivables Trustee (and deposited in the Series 0305-2 1 Distribution Account) on the related Distribution Date in respect of the Class A A1 Monthly Finance Amount (provided that, for the avoidance of doubt, MTN Issuer Available Funds (Series 0305-2 1 Class AA1) excludes any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts). "PARTY B AVAILABLE FUNDS (SERIES 0305-2 1 CLASS AA1)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Party B Floating Rate Payer Payment Amount calculated for that Party B Floating Rate Payer Payment Date in accordance with the priority of payments set forth in the Trust Deed (provided that, for the avoidance of doubt, Party B Available Funds (Series 0305-2 1 Class AA1) shall exclude any amounts received by Party B in respect of Further Interest on the Series 0305-2 1 MTN Certificate). The obligation of Party A to pay the Party A Floating Rate Amount on any Party A Floating Rate Payer Payment Date will be reduced by an amount equal to the Party A Floating Rate Amount otherwise payable on such Party A Floating Rate Payer Payment Date (prior to any adjustment thereof in accordance with this Section 3.2) multiplied by the Reduction Ratio. The "REDUCTION RATIO" is a fraction equal to: Deferred Interest Amount -------------------------------- Aggregate Party B Payment Amount The "AGGREGATE PARTY B PAYMENT AMOUNT" is equal to the Party B Floating Rate Amount, before any adjustment thereof in accordance with the terms of the provisions of this Section 3.2, that would otherwise have been payable on such Party B Floating Rate Payer Payment Date. (B) In the event that, on any Party B Floating Rate Payer Payment Date, there are any MTN Issuer Make-up Funds (Series 03-2 Class A) and hence any Party B Make-up Funds (Series 03-2 Class A) (any such amount for the relevant Party B Floating Rate Payer Payment Date, an "ADDITIONAL PARTY B AMOUNT"), the obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date shall be increased by the Additional Party B Amount. Accordingly, on such Party B Floating Rate Payer Payment Date, Party B shall pay the Party B Floating Rate Amount that would otherwise have been calculated for that Party B Floating Rate Payer Payment Date as well as any Additional Party B Amount. "MTN ISSUER MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to the MTN Issuer on the related Distribution Date by deposit to the Series 03-2 Distribution Account in respect of either of the following: (a) the Class A Deficiency Amount (if and to the extent that the same is attributable to the Class A Monthly Finance Amount for any earlier Distribution Date); and (b) the Class A Additional Finance Amount (if and to the extent that the same is attributable to the Class A Deficiency Amount for any earlier Distribution Date), provided that, for the avoidance of doubt, the MTN Issuer Make-up Funds (Series 03-2 Class A) shall exclude any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts. "PARTY B MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Additional Party B Amount in accordance with the priority of payments set forth in the

Interest Deferral. (A) The obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date will be reduced to the extent that, on such Party B Floating Rate Payer Payment Date, the amount of MTN Issuer Available Funds (Series 0305-2 4 Class AB), and hence the amount of Party B Available Funds (Series 0305-2 4 Class AB), is less than the Party B Floating Rate Amount calculated for such Party B Floating Rate Payer Payment Date (the amount of any such reduction, the "DEFERRED INTEREST AMOUNT" for that Party B Floating Rate Payer Payment Date). "MTN ISSUER AVAILABLE FUNDS (SERIES 0305-2 4 CLASS AB)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to Barclaycard Funding plc PLC (the "MTN ISSUER") by the Receivables Trustee (and deposited in the Series 0305-2 4 Distribution Account) on the related Distribution Date in respect of the Class A B Monthly Finance Amount (provided that, for the avoidance of doubt, MTN Issuer Available Funds (Series 0305-2 4 Class AB) excludes any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts). "PARTY B AVAILABLE FUNDS (SERIES 0305-2 4 CLASS AB)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Party B Floating Rate Payer Payment Amount calculated for that Party B Floating Rate Payer Payment Date in accordance with the priority of payments set forth in the Trust Deed (provided that, for the avoidance of doubt, Party B Available Funds (Series 0305-2 4 Class AB) shall exclude any amounts received by Party B in respect of Further Interest on the Series 0305-2 4 MTN Certificate). The obligation of Party A to pay the Party A Floating Rate Amount on any Party A Floating Rate Payer Payment Date will be reduced by an amount equal to the Party A Floating Rate Amount otherwise payable on such Party A Floating Rate Payer Payment Date (prior to any adjustment thereof in accordance with this Section 3.2) multiplied by the Reduction Ratio. The "REDUCTION RATIO" is a fraction equal to: Deferred Interest Amount -------------------------------- ----------------------------------- Aggregate Party B Payment Amount The "AGGREGATE PARTY B PAYMENT AMOUNT" is equal to the Party B Floating Rate Amount, before any adjustment thereof in accordance with the terms of the provisions of this Section 3.2, that would otherwise have been payable on such Party B Floating Rate Payer Payment Date. (B) In the event that, on any Party B Floating Rate Payer Payment Date, there are any MTN Issuer Make-up Funds (Series 03-2 Class A) and hence any Party B Make-up Funds (Series 03-2 Class A) (any such amount for the relevant Party B Floating Rate Payer Payment Date, an "ADDITIONAL PARTY B AMOUNT"), the obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date shall be increased by the Additional Party B Amount. Accordingly, on such Party B Floating Rate Payer Payment Date, Party B shall pay the Party B Floating Rate Amount that would otherwise have been calculated for that Party B Floating Rate Payer Payment Date as well as any Additional Party B Amount. "MTN ISSUER MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to the MTN Issuer on the related Distribution Date by deposit to the Series 03-2 Distribution Account in respect of either of the following: (a) the Class A Deficiency Amount (if and to the extent that the same is attributable to the Class A Monthly Finance Amount for any earlier Distribution Date); and (b) the Class A Additional Finance Amount (if and to the extent that the same is attributable to the Class A Deficiency Amount for any earlier Distribution Date), provided that, for the avoidance of doubt, the MTN Issuer Make-up Funds (Series 03-2 Class A) shall exclude any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts. "PARTY B MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Additional Party B Amount in accordance with the priority of payments set forth in the

Interest Deferral. (Aa) The obligation Company shall have the option to defer interest payments on the Debentures as follows: (i) So long as no Event of Party B Default with respect to the Debentures has occurred and is continuing, the Company shall have the right on one or more occasions, in the Company’s sole discretion, to defer the payment of interest on the Debentures for one or more Interest Periods up to five consecutive years, without giving rise to an Event of Default, provided that no Deferral Period shall extend beyond the Maturity Date, the earlier accelerated maturity date of the Debentures or other redemption in full of the Debentures. Whether or not notice pursuant to Section 2.7(c) is given, if the Company shall fail to pay interest on the Party B Floating Rate Amount Debentures on any Party B Floating Rate Payer Payment Date will be reduced to the extent that, on such Party B Floating Rate Payer Interest Payment Date, the amount Company shall be deemed to elect to defer payment of MTN Issuer Available Funds (Series 03-2 Class A), and hence the amount of Party B Available Funds (Series 03-2 Class A), is less than the Party B Floating Rate Amount calculated for such Party B Floating Rate Payer Payment Date (the amount of any interest on such reduction, the "DEFERRED INTEREST AMOUNT" for that Party B Floating Rate Payer Payment Date). "MTN ISSUER AVAILABLE FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Interest Payment Date, unless the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by Company shall pay such interest in full within five Business Days after any such Interest Payment Date. If the Receivables Trustee to Barclaycard Funding plc Company shall have paid all deferred interest (the "MTN ISSUER") by the Receivables Trustee (and deposited in the Series 03-2 Distribution Accountincluding Additional Interest) on the related Distribution Debentures, the Company shall have the right to elect to begin a new Deferral Period pursuant to this Section 2.7. (ii) During a Deferral Period, interest (including Additional Interest) will continue to accrue on the Debentures at the then applicable interest rate, compounded quarterly, as of each Interest Payment Date in respect to the extent permitted by applicable law. No interest otherwise due during a Deferral Period will be due and payable on the Debentures until the end of the Class A Monthly Finance Amount Deferral Period except upon an acceleration or redemption of the Debentures during such Deferral Period. (provided thatiii) At the end of five years following the commencement of a Deferral Period, the Company must pay all accrued and unpaid deferred interest, including compounded interest, and the Company’s failure to pay all accrued and unpaid deferred interest, including compounded interest, for a period of 30 days after the avoidance conclusion of doubtsuch five-year period will result in an Event of Default giving rise to a right of acceleration pursuant to Section 2.10 hereof. (iv) The Company shall pay all deferred interest, MTN Issuer Available Funds (Series 03-2 Class A) excludes any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts). "PARTY B AVAILABLE FUNDS (SERIES 03-2 CLASS A)" meansincluding Additional Interest, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Party B Floating Rate Payer Payment Amount calculated for that Party B Floating Rate Payer Payment Date in accordance with the priority provisions of payments set forth Section 3.7 of the Base Indenture applicable to Defaulted Interest. (b) On the Maturity Date or if the principal amount of the Debentures shall have been accelerated and such acceleration has not been rescinded, the Company shall pay all accrued and unpaid interest, including deferred interest (including Additional Interest), from any available funds. On any Interest Payment Date the Company may pay any accrued and unpaid interest from any available funds. (c) The Company shall provide written notice to the Trustee and the Holders of the Debentures of its election to commence or continue any Deferral Period at least one Business Day and not more than sixty Business Days prior to the applicable Interest Payment Date. Notice of the Company’s election of a Deferral Period shall be given to the Trustee and each Holder of Debentures at such Holder’s address appearing in the Security Register by first-class mail, postage prepaid or in the case of Global Debentures, by transmission to The Depository Trust Deed (provided thatCompany. Notwithstanding the foregoing, for the avoidance failure of doubt, Party B Available Funds (Series 03-2 Class A) shall exclude any amounts received by Party B in respect of Further Interest on the Series 03-2 MTN Certificate). The obligation of Party A Company to pay the Party A Floating Rate Amount on any Party A Floating Rate Payer Payment Date will be reduced by an amount equal to the Party A Floating Rate Amount otherwise payable on such Party A Floating Rate Payer Payment Date (prior to any adjustment thereof provide notice in accordance with this Section 3.22.7(c) multiplied by the Reduction Ratio. The "REDUCTION RATIO" is a fraction equal to: Deferred Interest Amount -------------------------------- Aggregate Party B Payment Amount The "AGGREGATE PARTY B PAYMENT AMOUNT" is equal of its election to the Party B Floating Rate Amountcommence or continue any Deferral Period, before including any adjustment thereof deemed election as provided in accordance with the terms of the provisions of this Section 3.2, that would otherwise have been payable on such Party B Floating Rate Payer Payment Date. (B) In the event that, on any Party B Floating Rate Payer Payment Date, there are any MTN Issuer Make-up Funds (Series 03-2 Class A) and hence any Party B Make-up Funds (Series 03-2 Class A) (any such amount for the relevant Party B Floating Rate Payer Payment Date, an "ADDITIONAL PARTY B AMOUNT"2.7(a)(i), shall not affect the obligation validity of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date such deferral hereunder and shall be increased by the Additional Party B Amount. Accordingly, on such Party B Floating Rate Payer Payment Date, Party B shall pay the Party B Floating Rate Amount that would otherwise have been calculated for that Party B Floating Rate Payer Payment Date as well as any Additional Party B Amount. "MTN ISSUER MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount not constitute an Event of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to the MTN Issuer on the related Distribution Date by deposit to the Series 03-2 Distribution Account in respect of either of the following: (a) the Class A Deficiency Amount (if and to the extent that the same is attributable to the Class A Monthly Finance Amount for any earlier Distribution Date); and (b) the Class A Additional Finance Amount (if and to the extent that the same is attributable to the Class A Deficiency Amount for any earlier Distribution Date), provided that, for the avoidance of doubt, the MTN Issuer Make-up Funds (Series 03-2 Class A) shall exclude any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts. "PARTY B MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Additional Party B Amount in accordance with the priority of payments set forth in theDefault.

Interest Deferral. The obligation of Party A to pay Party A Floating Amounts on any Party A Floating Rate Payer Payment Date will be reduced proportionately to the extent that the Party B Floating Amounts received by Party A and accrued during the Party B Floating Rate Payer Calculation Period ending on the Party B Floating Rate Payer Period End Date falling in the same calendar month as such Party A Floating Rate Payer Payment Date have been reduced because the MTN Issuer in respect of the Class A MTNs has, [in accordance with the terms of the Class A MTNs], deferred the payment of interest on the Class A MTNs (A) any amount so deferred (excluding, for the avoidance of doubt, any interest on interest payable pursuant to the terms and conditions of the Class A MTNs), the "Deferred Interest"). The obligation of Party A to pay Party A Floating Amounts on any Party A Floating Rate Payer Payment Date will be increased in proportion to the amount of any Deferred Interest received by Party B and included in the payment made by Party B to Party A on the Party B Floating Rate Payer Payment Date falling in the same calendar month as such Party A Floating Rate Payer Payment Date. The obligation of Party B to pay the Party B Floating Rate Amount Amounts on any Party B Floating Rate Payer Payment Date will be reduced to by the extent that, amount of interest due on the Class A MTNs on such Party B Floating Rate Payer Payment Date, the amount of MTN Issuer Available Funds (Series 03-2 Class A), and hence the amount Date that constitutes Deferred Interest. The obligation of Party B Available Funds (Series 03-2 Class A), is less than the to pay Party B Floating Rate Amount calculated for such Amounts on any Party B Floating Rate Payer Payment Date (will be increased by the amount of any such reduction, the "DEFERRED INTEREST AMOUNT" for that Party B Floating Rate Payer Payment Date). "MTN ISSUER AVAILABLE FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections Deferred Interest and Acquired Interchange that is distributed all additional interest paid by the Receivables Trustee MTNs Issuer to Barclaycard Funding plc (the "MTN ISSUER") by the Receivables Trustee (and deposited in the Series 03-2 Distribution Account) on the related Distribution Date in respect of the Class A Monthly Finance Amount (provided that, for the avoidance of doubt, MTN Issuer Available Funds (Series 03-2 Class A) excludes any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts). "PARTY B AVAILABLE FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Party B Floating Rate Payer Payment Amount calculated for that Party B Floating Rate Payer Payment Date in accordance with the priority of payments set forth in the Trust Deed (provided that, for the avoidance of doubt, Party B Available Funds (Series 03-2 Class A) shall exclude any amounts received by Party B in respect of Further Interest on the Series 03-2 MTN Certificate). The obligation of Party A to pay the Party A Floating Rate Amount on any Party A Floating Rate Payer Payment Date will be reduced by an amount equal to the Party A Floating Rate Amount otherwise payable on such Party A Floating Rate Payer Payment Date (prior to any adjustment thereof in accordance with this Section 3.2) multiplied by the Reduction Ratio. The "REDUCTION RATIO" is a fraction equal to: Deferred Interest Amount -------------------------------- Aggregate received by Party B Payment Amount The "AGGREGATE PARTY B PAYMENT AMOUNT" is equal to the Party B Floating Rate Amount, before any adjustment thereof in accordance with the terms of the provisions of this Section 3.2, that would otherwise have been payable on such Party B Floating Rate Payer Payment Date. (B) In the event that, on any Party B Floating Rate Payer Payment Date, there are any MTN Issuer Make-up Funds (Series 03-2 Class A) and hence any Party B Make-up Funds (Series 03-2 Class A) (any such amount for the relevant Party B Floating Rate Payer Payment Date, an "ADDITIONAL PARTY B AMOUNT"), the obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date shall be increased by the Additional Party B Amount. Accordingly, on such Party B Floating Rate Payer Payment Date, Party B shall pay the Party B Floating Rate Amount that would otherwise have been calculated for that Party B Floating Rate Payer Payment Date as well as any Additional Party B Amount. "MTN ISSUER MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to the MTN Issuer on the related Distribution Date by deposit to the Series 03-2 Distribution Account in respect of either of the following: (a) the Class A Deficiency Amount (if and to the extent that the same is attributable to the Class A Monthly Finance Amount for any earlier Distribution Date); and (b) the Class A Additional Finance Amount (if and to the extent that the same is attributable to the Class A Deficiency Amount for any earlier Distribution Date), provided that, for the avoidance of doubt, the MTN Issuer Make-up Funds (Series 03-2 Class A) shall exclude any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts. "PARTY B MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Additional Party B Amount in accordance with the priority of payments set forth in the

Interest Deferral. (A) The obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date will be reduced to the extent that, on such Party B Floating Rate Payer Payment Date, the amount of MTN Issuer Available Funds (Series 0305-2 Class A), and hence the amount of Party B Available Funds (Series 0305-2 Class A), is less than the Party B Floating Rate Amount calculated for such Party B Floating Rate Payer Payment Date (the amount of any such reduction, the "DEFERRED INTEREST AMOUNT" for that Party B Floating Rate Payer Payment Date). "MTN ISSUER AVAILABLE FUNDS (SERIES 0305-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to Barclaycard Funding plc PLC (the "MTN ISSUER") by the Receivables Trustee (and deposited in the Series 0305-2 Distribution Account) on the related Distribution Date in respect of the Class A Monthly Finance Amount (provided that, for the avoidance of doubt, MTN Issuer Available Funds (Series 0305-2 Class A) excludes any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts). "PARTY B AVAILABLE FUNDS (SERIES 0305-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Party B Floating Rate Payer Payment Amount calculated for that Party B Floating Rate Payer Payment Date in accordance with the priority of payments set forth in the Trust Deed (provided that, for the avoidance of doubt, Party B Available Funds (Series 0305-2 Class A) shall exclude any amounts received by Party B in respect of Further Interest on the Series 0305-2 MTN Certificate). The obligation of Party A to pay the Party A Floating Rate Amount on any Party A Floating Rate Payer Payment Date will be reduced by an amount equal to the Party A Floating Rate Amount otherwise payable on such Party A Floating Rate Payer Payment Date (prior to any adjustment thereof in accordance with this Section 3.2) multiplied by the Reduction Ratio. The "REDUCTION RATIO" is a fraction equal to: Deferred Interest Amount -------------------------------- Aggregate Party B Payment Amount The "AGGREGATE PARTY B PAYMENT AMOUNT" is equal to the Party B Floating Rate Amount, before any adjustment thereof in accordance with the terms of the provisions of this Section 3.2, that would otherwise have been payable on such Party B Floating Rate Payer Payment Date. (B) In the event that, on any Party B Floating Rate Payer Payment Date, there are any MTN Issuer Make-up Funds (Series 0305-2 Class A) and hence any Party B Make-up Funds (Series 0305-2 Class A) (any such amount for the relevant Party B Floating Rate Payer Payment Date, an "ADDITIONAL PARTY B AMOUNT"), the obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date shall be increased by the Additional Party B Amount. Accordingly, on such Party B Floating Rate Payer Payment Date, Party B shall pay the Party B Floating Rate Amount that would otherwise have been calculated for that Party B Floating Rate Payer Payment Date as well as any Additional Party B Amount. "MTN ISSUER MAKE-UP FUNDS (SERIES 0305-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to the MTN Issuer on the related Distribution Date by deposit to the Series 0305-2 Distribution Account in respect of either of the following: (a) the Class A Deficiency Amount (if and to the extent that the same is attributable to the Class A Monthly Finance Amount for any earlier Distribution Date); and (b) the Class A Additional Finance Amount (if and to the extent that the same is attributable to the Class A Deficiency Amount for any earlier Distribution Date), provided that, for the avoidance of doubt, the MTN Issuer Make-up Funds (Series 0305-2 Class A) shall exclude any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts. "PARTY B MAKE-UP FUNDS (SERIES 0305-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Additional Party B Amount in accordance with the priority of payments set forth in the

Interest Deferral. (A) The obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date will be reduced to the extent that, on such Party B Floating Rate Payer Payment Date, the amount of MTN Issuer Available Funds (Series 0305-2 1 Class AA2), and hence the amount of Party B Available Funds (Series 0305-2 1 Class AA2), is less than the Party B Floating Rate Amount calculated for such Party B Floating Rate Payer Payment Date (the amount of any such reduction, the "DEFERRED INTEREST AMOUNT" for that Party B Floating Rate Payer Payment Date). "MTN ISSUER AVAILABLE FUNDS (SERIES 0305-2 1 CLASS AA2)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to Barclaycard Funding plc (the "MTN ISSUER") by the Receivables Trustee (and deposited in the Series 0305-2 1 Distribution Account) on the related Distribution Date in respect of the Class A A2 Monthly Finance Amount (provided that, for the avoidance of doubt, MTN Issuer Available Funds (Series 0305-2 1 Class AA2) excludes any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts). "PARTY B AVAILABLE FUNDS (SERIES 0305-2 1 CLASS AA2)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Party B Floating Rate Payer Payment Amount calculated for that Party B Floating Rate Payer Payment Date in accordance with the priority of payments set forth in the Trust Deed (provided that, for the avoidance of doubt, Party B Available Funds (Series 0305-2 1 Class AA2) shall exclude any amounts received by Party B in respect of Further Interest on the Series 0305-2 1 MTN Certificate). The obligation of Party A to pay the Party A Floating Fixed Rate Amount on any Party A Floating Fixed Rate Payer Payment Date will be reduced by an amount equal to the Party A Floating Fixed Rate Amount otherwise payable on such Party A Floating Fixed Rate Payer Payment Date (prior to any adjustment thereof in accordance with this Section 3.2) multiplied by the Reduction Ratio. The "REDUCTION RATIO" is a fraction equal to: Deferred Interest Amount -------------------------------- Aggregate Party B Payment Amount The "AGGREGATE PARTY B PAYMENT AMOUNT" is equal to the Party B Floating Rate Amount, before any adjustment thereof in accordance with the terms of the provisions of this Section 3.2, that would otherwise have been payable on such Party B Floating Rate Payer Payment Date. (B) In the event that, on any Party B Floating Rate Payer Payment Date, there are any MTN Issuer Make-up Funds (Series 03-2 Class A) and hence any Party B Make-up Funds (Series 03-2 Class A) (any such amount for the relevant Party B Floating Rate Payer Payment Date, an "ADDITIONAL PARTY B AMOUNT"), the obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date shall be increased by the Additional Party B Amount. Accordingly, on such Party B Floating Rate Payer Payment Date, Party B shall pay the Party B Floating Rate Amount that would otherwise have been calculated for that Party B Floating Rate Payer Payment Date as well as any Additional Party B Amount. "MTN ISSUER MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to the MTN Issuer on the related Distribution Date by deposit to the Series 03-2 Distribution Account in respect of either of the following: (a) the Class A Deficiency Amount (if and to the extent that the same is attributable to the Class A Monthly Finance Amount for any earlier Distribution Date); and (b) the Class A Additional Finance Amount (if and to the extent that the same is attributable to the Class A Deficiency Amount for any earlier Distribution Date), provided that, for the avoidance of doubt, the MTN Issuer Make-up Funds (Series 03-2 Class A) shall exclude any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts. "PARTY B MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Additional Party B Amount in accordance with the priority of payments set forth in the

Interest Deferral. (A) The obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date will be reduced to the extent that, on such Party B Floating Rate Payer Payment Date, the amount of MTN Issuer Available Funds (Series 0305-2 1 Class AB), and hence the amount of Party B Available Funds (Series 0305-2 1 Class AB), is less than the Party B Floating Rate Amount calculated for such Party B Floating Rate Payer Payment Date (the amount of any such reduction, the "DEFERRED INTEREST AMOUNT" for that Party B Floating Rate Payer Payment Date). "MTN ISSUER AVAILABLE FUNDS (SERIES 0305-2 1 CLASS AB)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to Barclaycard Funding plc (the "MTN ISSUER") by the Receivables Trustee (and deposited in the Series 0305-2 1 Distribution Account) on the related Distribution Date in respect of the Class A B Monthly Finance Amount (provided that, for the avoidance of doubt, MTN Issuer Available Funds (Series 0305-2 1 Class AB) excludes any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts). "PARTY B AVAILABLE FUNDS (SERIES 0305-2 1 CLASS AB)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Party B Floating Rate Payer Payment Amount calculated for that Party B Floating Rate Payer Payment Date in accordance with the priority of payments set forth in the Trust Deed (provided that, for the avoidance of doubt, Party B Available Funds (Series 0305-2 1 Class AB) shall exclude any amounts received by Party B in respect of Further Interest on the Series 0305-2 1 MTN Certificate). The obligation of Party A to pay the Party A Floating Rate Amount on any Party A Floating Rate Payer Payment Date will be reduced by an amount equal to the Party A Floating Rate Amount otherwise payable on such Party A Floating Rate Payer Payment Date (prior to any adjustment thereof in accordance with this Section 3.2) multiplied by the Reduction Ratio. The "REDUCTION RATIO" is a fraction equal to: Deferred Interest Amount -------------------------------- Aggregate Party B Payment Amount The "AGGREGATE PARTY B PAYMENT AMOUNT" is equal to the Party B Floating Rate Amount, before any adjustment thereof in accordance with the terms of the provisions of this Section 3.2, that would otherwise have been payable on such Party B Floating Rate Payer Payment Date. (B) In the event that, on any Party B Floating Rate Payer Payment Date, there are any MTN Issuer Make-up Funds (Series 03-2 Class A) and hence any Party B Make-up Funds (Series 03-2 Class A) (any such amount for the relevant Party B Floating Rate Payer Payment Date, an "ADDITIONAL PARTY B AMOUNT"), the obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date shall be increased by the Additional Party B Amount. Accordingly, on such Party B Floating Rate Payer Payment Date, Party B shall pay the Party B Floating Rate Amount that would otherwise have been calculated for that Party B Floating Rate Payer Payment Date as well as any Additional Party B Amount. "MTN ISSUER MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to the MTN Issuer on the related Distribution Date by deposit to the Series 03-2 Distribution Account in respect of either of the following: (a) the Class A Deficiency Amount (if and to the extent that the same is attributable to the Class A Monthly Finance Amount for any earlier Distribution Date); and (b) the Class A Additional Finance Amount (if and to the extent that the same is attributable to the Class A Deficiency Amount for any earlier Distribution Date), provided that, for the avoidance of doubt, the MTN Issuer Make-up Funds (Series 03-2 Class A) shall exclude any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts. "PARTY B MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Additional Party B Amount in accordance with the priority of payments set forth in the

Interest Deferral. (A) The obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date will be reduced to the extent that, on such Party B Floating Rate Payer Payment Date, the amount of MTN Issuer Available Funds (Series 0305-2 4 Class AC), and hence the amount of Party B Available Funds (Series 0305-2 4 Class AC), is less than the Party B Floating Rate Amount calculated for such Party B Floating Rate Payer Payment Date (the amount of any such reduction, the "DEFERRED INTEREST AMOUNT" for that Party B Floating Rate Payer Payment Date). "MTN ISSUER AVAILABLE FUNDS (SERIES 0305-2 4 CLASS AC)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to Barclaycard Funding plc PLC (the "MTN ISSUER") by the Receivables Trustee (and deposited in the Series 0305-2 4 Distribution Account) on the related Distribution Date in respect of the Class A C Monthly Finance Amount (provided that, for the avoidance of doubt, MTN Issuer Available Funds (Series 0305-2 4 Class AC) excludes any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts). "PARTY B AVAILABLE FUNDS (SERIES 0305-2 4 CLASS AC)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Party B Floating Rate Payer Payment Amount calculated for that Party B Floating Rate Payer Payment Date in accordance with the priority of payments set forth in the Trust Deed (provided that, for the avoidance of doubt, Party B Available Funds (Series 0305-2 4 Class AC) shall exclude any amounts received by Party B in respect of Further Interest on the Series 0305-2 4 MTN Certificate). The obligation of Party A to pay the Party A Floating Rate Amount on any Party A Floating Rate Payer Payment Date will be reduced by an amount equal to the Party A Floating Rate Amount otherwise payable on such Party A Floating Rate Payer Payment Date (prior to any adjustment thereof in accordance with this Section 3.2) multiplied by the Reduction Ratio. The "REDUCTION RATIO" is a fraction equal to: Deferred Interest Amount -------------------------------- ---------------------------------------- Aggregate Party B Payment Amount The "AGGREGATE PARTY B PAYMENT AMOUNT" is equal to the Party B Floating Rate Amount, before any adjustment thereof in accordance with the terms of the provisions of this Section 3.2, that would otherwise have been payable on such Party B Floating Rate Payer Payment Date. (B) In the event that, on any Party B Floating Rate Payer Payment Date, there are any MTN Issuer Make-up Funds (Series 0305-2 4 Class AC) and hence any Party B Make-up Funds (Series 0305-2 4 Class AC) (any such amount for the relevant Party B Floating Rate Payer Payment Date, an "ADDITIONAL PARTY B AMOUNT"), the obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date shall be increased by the Additional Party B Amount. Accordingly, on such Party B Floating Rate Payer Payment Date, Party B shall pay the Party B Floating Rate Amount that would otherwise have been calculated for that Party B Floating Rate Payer Payment Date as well as any Additional Party B Amount. "MTN ISSUER MAKE-UP FUNDS (SERIES 0305-2 4 CLASS AC)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to the MTN Issuer on the related Distribution Date by deposit to the Series 0305-2 4 Distribution Account in respect of either of the following: (a) the Class A C Deficiency Amount (if and to the extent that the same is attributable to the Class A C Monthly Finance Amount for any earlier Distribution Date); and (b) the Class A C Additional Finance Amount (if and to the extent that the same is attributable to the Class A C Deficiency Amount for any earlier Distribution Date), provided that, for the avoidance of doubt, the MTN Issuer Make-up Funds (Series 0305-2 4 Class AC) shall exclude any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts. "PARTY B MAKE-UP FUNDS (SERIES 0305-2 4 CLASS AC)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Additional Party B Amount in accordance with the priority of payments set forth in thein

Interest Deferral. (A) The obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date will be reduced to the extent that, on such Party B Floating Rate Payer Payment Date, the amount of MTN Issuer Available Funds (Series 03-2 3 Class AA2), and hence the amount of Party B Available Funds (Series 03-2 3 Class AA2), is less than the Party B Floating Rate Amount calculated for such Party B Floating Rate Payer Payment Date (the amount of any such reduction, the "DEFERRED INTEREST AMOUNTDeferred Interest Amount" for that Party B Floating Rate Payer Payment Date). "MTN ISSUER AVAILABLE FUNDS Issuer Available Funds (SERIES Series 03-2 CLASS A3 Class A2)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to Barclaycard Funding plc (the "MTN ISSUERIssuer") by the Receivables Trustee (and deposited in the Series 03-2 3 Distribution Account) on the related Distribution Date in respect of the Class A A2 Monthly Finance Amount (provided that, for the avoidance of doubt, MTN Issuer Available Funds (Series 03-2 3 Class AA2) excludes any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts). "PARTY Party B AVAILABLE FUNDS Available Funds (SERIES Series 03-2 CLASS A3 Class A2)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Party B Floating Rate Payer Payment Amount calculated for that Party B Floating Rate Payer Payment Date in accordance with the priority of payments set forth in the Trust Deed (provided that, for the avoidance of doubt, Party B Available Funds (Series 03-2 3 Class AA2) shall exclude any amounts received by Party B in respect of Further Interest on the Series 03-2 3 MTN Certificate). The obligation of Party A to pay the Party A Floating Rate Amount on any Party A Floating Rate Payer Payment Date will be reduced by an amount equal to the Party A Floating Rate Amount otherwise payable on such Party A Floating Rate Payer Payment Date (prior to any adjustment thereof in accordance with this Section 3.2) multiplied by the Reduction Ratio. The "REDUCTION RATIO" is a fraction equal to: Deferred Interest Amount -------------------------------- Aggregate Party B Payment Amount The "AGGREGATE PARTY B PAYMENT AMOUNT" is equal to the Party B Floating Rate Amount, before any adjustment thereof in accordance with the terms of the provisions of this Section 3.2, that would otherwise have been payable on such Party B Floating Rate Payer Payment Date. (B) In the event that, on any Party B Floating Rate Payer Payment Date, there are any MTN Issuer Make-up Funds (Series 03-2 Class A) and hence any Party B Make-up Funds (Series 03-2 Class A) (any such amount for the relevant Party B Floating Rate Payer Payment Date, an "ADDITIONAL PARTY B AMOUNT"), the obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date shall be increased by the Additional Party B Amount. Accordingly, on such Party B Floating Rate Payer Payment Date, Party B shall pay the Party B Floating Rate Amount that would otherwise have been calculated for that Party B Floating Rate Payer Payment Date as well as any Additional Party B Amount. "MTN ISSUER MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to the MTN Issuer on the related Distribution Date by deposit to the Series 03-2 Distribution Account in respect of either of the following: (a) the Class A Deficiency Amount (if and to the extent that the same is attributable to the Class A Monthly Finance Amount for any earlier Distribution Date); and (b) the Class A Additional Finance Amount (if and to the extent that the same is attributable to the Class A Deficiency Amount for any earlier Distribution Date), provided that, for the avoidance of doubt, the MTN Issuer Make-up Funds (Series 03-2 Class A) shall exclude any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts. "PARTY B MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Additional Party B Amount in accordance with the priority of payments set forth in the

Interest Deferral. (A) The obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date will be reduced to the extent that, on such Party B Floating Rate Payer Payment Date, the amount of MTN Issuer Available Funds (for Series 03-2 1 Class A), C) and hence the amount of Party B Available Funds (for Series 03-2 1 Class A), C) is less than the Party B Floating Rate Amount calculated for such Party B Floating Rate Payer Payment Date (the amount of any such reduction, the "DEFERRED INTEREST AMOUNT" for that Party B Floating Rate Payer Payment Date). "MTN ISSUER AVAILABLE FUNDS (SERIES 03-2 1 CLASS AC)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to Barclaycard Funding plc (the "MTN ISSUER") by the Receivables Trustee (and deposited in the Series 03-2 1 Distribution Account) on the related Distribution Date in respect of the Class A C Monthly Finance Amount (provided that, for the avoidance of doubt), MTN Issuer Available Funds (Series 03-2 1 Class AC) excludes any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts). "PARTY B AVAILABLE FUNDS (SERIES 03-2 1 CLASS AC)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Party B Floating Rate Payer Payment Amount calculated for that Party B Floating Rate Payer Payment Date in accordance with the priority of payments set forth in the Trust Deed (provided that, for the avoidance of doubt, Party B Available Funds (Series 03-2 Class A) shall exclude any amounts received by Party B in respect of Further Interest on the Series 03-2 MTN Certificate). The obligation of Party A to pay the Party A Floating Rate Amount on any Party A Floating Rate Payer Payment Date will be reduced by an amount equal to the Party A Floating Rate Amount otherwise payable on such Party A Floating Rate Payer Payment Date (prior to any adjustment thereof in accordance with this Section 3.2) multiplied by the Reduction Ratio. The "REDUCTION RATIO" is a fraction equal to: Deferred Interest Amount -------------------------------- Aggregate Party B Payment Amount The "AGGREGATE PARTY B PAYMENT AMOUNT" is equal to the Party B Floating Rate Amount, before any adjustment thereof in accordance with the terms of the provisions of this Section 3.2, that would otherwise have been payable on such Party B Floating Rate Payer Payment Date. (B) In the event that, on any Party B Floating Rate Payer Payment Date, there are any MTN Issuer Make-up Funds (Series 03-2 Class A) and hence any Party B Make-up Funds (Series 03-2 Class A) (any such amount for the relevant Party B Floating Rate Payer Payment Date, an "ADDITIONAL PARTY B AMOUNT"), the obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date shall be increased by the Additional Party B Amount. Accordingly, on such Party B Floating Rate Payer Payment Date, Party B shall pay the Party B Floating Rate Amount that would otherwise have been calculated for that Party B Floating Rate Payer Payment Date as well as any Additional Party B Amount. "MTN ISSUER MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to the MTN Issuer on the related Distribution Date by deposit to the Series 03-2 Distribution Account in respect of either of the following: (a) the Class A Deficiency Amount (if and to the extent that the same is attributable to the Class A Monthly Finance Amount for any earlier Distribution Date); and (b) the Class A Additional Finance Amount (if and to the extent that the same is attributable to the Class A Deficiency Amount for any earlier Distribution Date), provided that, for the avoidance of doubt, the MTN Issuer Make-up Funds (Series 03-2 Class A) shall exclude any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts. "PARTY B MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Additional Party B Amount in accordance with the priority of payments set forth in the

Interest Deferral. (A) The obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date will be reduced to the extent that, on such Party B Floating Rate Payer Payment Date, the amount of MTN Issuer Available Funds (for Series 03-2 1 Class A), B) and hence the amount of Party B Available Funds (for Series 03-2 1 Class A), B) is less than the Party B Floating Rate Amount calculated for such Party B Floating Rate Payer Payment Date (the amount of any such reduction, the "DEFERRED INTEREST AMOUNT" for that Party B Floating Rate Payer Payment Date). "MTN ISSUER AVAILABLE FUNDS (SERIES 03-2 1 CLASS AB)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to Barclaycard Funding plc (the "MTN ISSUER") by the Receivables Trustee (and deposited in the Series 03-2 1 Distribution Account) on the related Distribution Date in respect of the Class A B Monthly Finance Amount (provided that, for the avoidance of doubt), MTN Issuer Available Funds (Series 03-2 1 Class AB) excludes any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts). "PARTY B AVAILABLE FUNDS (SERIES 03-2 1 CLASS AB)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Party B Floating Rate Payer Payment Amount calculated for that Party B Floating Rate Payer Payment Date in accordance with the priority of payments set forth in the Trust Deed (provided that, for the avoidance of doubt, Party B Available Funds (Series 03-2 Class A) shall exclude any amounts received by Party B in respect of Further Interest on the Series 03-2 MTN Certificate). The obligation of Party A to pay the Party A Floating Rate Amount on any Party A Floating Rate Payer Payment Date will be reduced by an amount equal to the Party A Floating Rate Amount otherwise payable on such Party A Floating Rate Payer Payment Date (prior to any adjustment thereof in accordance with this Section 3.2) multiplied by the Reduction Ratio. The "REDUCTION RATIO" is a fraction equal to: Deferred Interest Amount -------------------------------- Aggregate Party B Payment Amount The "AGGREGATE PARTY B PAYMENT AMOUNT" is equal to the Party B Floating Rate Amount, before any adjustment thereof in accordance with the terms of the provisions of this Section 3.2, that would otherwise have been payable on such Party B Floating Rate Payer Payment Date. (B) In the event that, on any Party B Floating Rate Payer Payment Date, there are any MTN Issuer Make-up Funds (Series 03-2 Class A) and hence any Party B Make-up Funds (Series 03-2 Class A) (any such amount for the relevant Party B Floating Rate Payer Payment Date, an "ADDITIONAL PARTY B AMOUNT"), the obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date shall be increased by the Additional Party B Amount. Accordingly, on such Party B Floating Rate Payer Payment Date, Party B shall pay the Party B Floating Rate Amount that would otherwise have been calculated for that Party B Floating Rate Payer Payment Date as well as any Additional Party B Amount. "MTN ISSUER MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to the MTN Issuer on the related Distribution Date by deposit to the Series 03-2 Distribution Account in respect of either of the following: (a) the Class A Deficiency Amount (if and to the extent that the same is attributable to the Class A Monthly Finance Amount for any earlier Distribution Date); and (b) the Class A Additional Finance Amount (if and to the extent that the same is attributable to the Class A Deficiency Amount for any earlier Distribution Date), provided that, for the avoidance of doubt, the MTN Issuer Make-up Funds (Series 03-2 Class A) shall exclude any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts. "PARTY B MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Additional Party B Amount in accordance with the priority of payments set forth in the

Interest Deferral. (A) The obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date will be reduced to the extent that, on such Party B Floating Rate Payer Payment Date, the amount of MTN Issuer Available Funds (Series 0305-2 1 Class AC), and hence the amount of Party B Available Funds (Series 0305-2 1 Class AC), is less than the Party B Floating Rate Amount calculated for such Party B Floating Rate Payer Payment Date (the amount of any such reduction, the "DEFERRED INTEREST AMOUNT" for that Party B Floating Rate Payer Payment Date). "MTN ISSUER AVAILABLE FUNDS (SERIES 0305-2 1 CLASS AC)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to Barclaycard Funding plc (the "MTN ISSUER") by the Receivables Trustee (and deposited in the Series 0305-2 1 Distribution Account) on the related Distribution Date in respect of the Class A C Monthly Finance Amount (provided that, for the avoidance of doubt, MTN Issuer Available Funds (Series 0305-2 1 Class AC) excludes any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts). "PARTY B AVAILABLE FUNDS (SERIES 0305-2 1 CLASS AC)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Party B Floating Rate Payer Payment Amount calculated for that Party B Floating Rate Payer Payment Date in accordance with the priority of payments set forth in the Trust Deed (provided that, for the avoidance of doubt, Party B Available Funds (Series 0305-2 1 Class AC) shall exclude any amounts received by Party B in respect of Further Interest on the Series 0305-2 1 MTN Certificate). The obligation of Party A to pay the Party A Floating Rate Amount on any Party A Floating Rate Payer Payment Date will be reduced by an amount equal to the Party A Floating Rate Amount otherwise payable on such Party A Floating Rate Payer Payment Date (prior to any adjustment thereof in accordance with this Section 3.2) multiplied by the Reduction Ratio. The "REDUCTION RATIO" is a fraction equal to: Deferred Interest Amount -------------------------------- Aggregate Party B Payment Amount The "AGGREGATE PARTY B PAYMENT AMOUNT" is equal to the Party B Floating Rate Amount, before any adjustment thereof in accordance with the terms of the provisions of this Section 3.2, that would otherwise have been payable on such Party B Floating Rate Payer Payment Date. (B) In the event that, on any Party B Floating Rate Payer Payment Date, there are any MTN Issuer Make-up Funds (Series 03-2 Class A) and hence any Party B Make-up Funds (Series 03-2 Class A) (any such amount for the relevant Party B Floating Rate Payer Payment Date, an "ADDITIONAL PARTY B AMOUNT"), the obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date shall be increased by the Additional Party B Amount. Accordingly, on such Party B Floating Rate Payer Payment Date, Party B shall pay the Party B Floating Rate Amount that would otherwise have been calculated for that Party B Floating Rate Payer Payment Date as well as any Additional Party B Amount. "MTN ISSUER MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by the Receivables Trustee to the MTN Issuer on the related Distribution Date by deposit to the Series 03-2 Distribution Account in respect of either of the following: (a) the Class A Deficiency Amount (if and to the extent that the same is attributable to the Class A Monthly Finance Amount for any earlier Distribution Date); and (b) the Class A Additional Finance Amount (if and to the extent that the same is attributable to the Class A Deficiency Amount for any earlier Distribution Date), provided that, for the avoidance of doubt, the MTN Issuer Make-up Funds (Series 03-2 Class A) shall exclude any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts. "PARTY B MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Additional Party B Amount in accordance with the priority of payments set forth in the

Interest Deferral. (A) The obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date will be reduced to the extent that, on such Party B Floating Rate Payer Payment Date, the amount of MTN Issuer Available Funds (Series 03-2 Class A), and hence the amount of Party B Available Funds (Series 03-2 Class A), is less than the Party B Floating Rate Amount calculated for such Party B Floating Rate Payer Payment Date (the amount of any such reduction, the "DEFERRED INTEREST AMOUNT" for that Party B Floating Rate Payer Payment Date). "MTN ISSUER AVAILABLE FUNDS (SERIES 03-2 CLASS A)" means, in relation referable to any Party B Floating Rate Payer Payment Date, the aggregate amount of Finance Charge Collections and Acquired Interchange that is distributed by referable to the Receivables Trustee Series 02-1 Class B Debt Amount (other than any funds relating to excess spread attributable to Series 02-1) having been credited to the Series 02-1 Distribution Account of Barclaycard Funding plc (the "MTN ISSUER") by the Receivables Trustee (and deposited in the Series 03-2 Distribution Account) on the related Distribution Date in respect of is less than the Class A B Monthly Finance Distribution Amount (provided that, calculated for the avoidance of doubt, MTN Issuer Available Funds relevant Calculation Period (Series 03-2 Class A) excludes any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts). "PARTY B AVAILABLE FUNDS (SERIES 03-2 CLASS A)" means, as such terms are defined in relation to the Series 02-1 Investor Interest) (any such amount, the "DEFERRED INTEREST AMOUNT") occurring during the period from the preceding Party B Floating Rate Payer Payment Date and ending on or immediately prior to that Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Party B Floating Rate Payer Payment Amount calculated for that Party B Floating Rate Payer Payment Date in accordance with the priority of payments set forth in the Trust Deed (provided that, for the avoidance of doubt, Party B Available Funds (Series 03-2 Class A) shall exclude any amounts received by Party B in respect of Further Interest on the Series 03-2 MTN Certificate). The obligation of Party A to pay the Party A Floating Rate Amount on any Party A Floating Rate Payer Payment Date will be reduced by an amount equal to the Party A Floating Rate Amount otherwise payable on such Party A Floating Rate Payer Payment Date (prior to any adjustment thereof in accordance with this Section 3.2) multiplied by the Reduction Ratio. The "REDUCTION RATIO" is a fraction equal to: Deferred Interest Amount -------------------------------- Aggregate Party B Payment Amount The "AGGREGATE PARTY B PAYMENT AMOUNT" is equal to the Party B Floating Rate Amount, before any adjustment thereof in accordance with the terms of the provisions of this Section 3.2, that would otherwise have been payable on such Party B Floating Rate Payer Payment Date. (B) In the event that, on any Party B Floating Rate Payer Payment Date, there are any MTN Issuer Make-up Funds (Series 03-2 Class A) and hence any Party B Make-up Funds (Series 03-2 Class A) (any such amount for the relevant Party B Floating Rate Payer Payment Date, an "ADDITIONAL PARTY B AMOUNT"), the The obligation of Party B to pay the Party B Floating Rate Amount on any Party B Floating Rate Payer Payment Date shall be increased in the event of (and to the extent of available funds in relation to) additional amounts referable to Finance Charge Collections in respect of the Series 02-1 Class B Debt Amount (other than any funds relating to excess spread attributable to Series 02-1) having been credited to the Series 01-2 Distribution Account by the Additional Receivables Trustee to make up any previous Deferred Interest Amount. The obligation of Party B AmountA to pay the Party A Floating Rate Amount on any Party A Floating Rate Payer Payment Date will be increased by an amount (the "ADDITIONAL PARTY A AMOUNT") equal to the Party A Floating Rate Amount otherwise payable on such Party A Floating Rate Payer Payment Date (prior to any adjustment thereof in accordance with this Section 3.2) multiplied by the Increase Ratio. Accordingly, on such Party B A Floating Rate Payer Payment Date, Party B A shall pay the Party B A Floating Rate Amount that would otherwise have been calculated for that as well as the Additional Party A Amount. The "INCREASE RATIO" is a fraction equal to: Increased Interest Amount --------------------------------- Aggregate Party B Payment Amount The "INCREASED INTEREST AMOUNT" is equal to the amount of Finance Charge Collections referable to the Series 02-1 Class B Debt Amount and credited to the Series 02-1 Distribution Account by the Receivables Trustee on the Party B Floating Rate Payer Payment Date as well as any Additional which corresponds to such Party B Amount. "MTN ISSUER MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B A Floating Rate Rating Payer Payment Date, the aggregate amount of Finance Charge Collections Date and Acquired Interchange that is distributed by the Receivables Trustee so deposited to the MTN Issuer on the related Distribution Date by deposit to the Series 03-2 Distribution Account in respect of either of the following: (a) the Class A Deficiency Amount (if and to the extent that the same is attributable to the Class A Monthly Finance Amount for make up any earlier Distribution Date); and (b) the Class A Additional Finance Amount (if and to the extent that the same is attributable to the Class A Deficiency Amount for any earlier Distribution Date), provided that, for the avoidance of doubt, the MTN Issuer Make-up Funds (Series 03-2 Class A) shall exclude any amounts distributed by the Receivables Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts. "PARTY B MAKE-UP FUNDS (SERIES 03-2 CLASS A)" means, in relation to any Party B Floating Rate Payer Payment Date, the amount that is available to Party B for payment of the Additional Party B Amount in accordance with the priority of payments set forth in theprevious Deferred Interest Amount.