EXHIBIT 4.6
[FORM OF]
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SERIES 2002-CC SUPPLEMENT
Dated as of September ___, 2002
to
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of September 30, 1993, amended and restated as of August 1, 2002
CAPITAL ONE MASTER TRUST
SERIES 2002-CC
among
CAPITAL ONE BANK
Servicer
CAPITAL ONE FUNDING, LLC
Transferor
and
THE BANK OF NEW YORK
Trustee
on behalf of the Series 2002-CC Certificateholders
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ARTICLE I
Creation of the Series 2002-CC Certificates
Section 1.01. Designation............................................................................ 1
ARTICLE II
Definitions
Section 2.01. Definitions............................................................................ 2
Section 2.02. Amendment to Section 2.08 of the Agreement............................................. 7
ARTICLE III
Servicer and Trustee
Section 3.01. Servicing Compensation................................................................. 7
ARTICLE IV
Rights of Series 2002-CC Certificateholders and
Allocation and Application of Collections
Section 4.01. Collections and Allocations............................................................ 8
Section 4.02. Application of Available Funds and Available Investor Principal Collections............ 9
Section 4.03. Excess Finance Charges................................................................. 9
Section 4.04. Shared Principal Collections........................................................... 10
Section 4.05. Collections of Finance Charge Receivables Allocable to Segregated
Transferor Interest.................................................................... 10
ARTICLE V
Distributions and Reports to Series 2002-CC Certificateholders
Section 5.01. Distributions.......................................................................... 11
Section 5.02. Reports and Statements to Series 2002-CC Certificateholders............................ 11
ARTICLE VI
Additional Pay Out Events
Section 6.01. Additional Pay Out Events.............................................................. 11
ARTICLE VII
[Reserved
ARTICLE VIII
Final Distributions
Section 8.01. Transfer of Receivables or Certificateholders' Interest pursuant to Section
2.06 or 10.01 of the Agreement......................................................... 12
Section 8.02. Distribution of Proceeds of Sale, Disposition or Liquidation of the
Receivables pursuant to Section 9.02 of the Agreement.................................. 13
TABLE OF CONTENTS
(continued)
Page
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ARTICLE IX
Sale of Receivables
Section 9.01. Sale of Receivables.......................................................... 14
ARTICLE X
New Issuances
Section 10.01. New Issuances................................................................ 14
ARTICLE XI
Miscellaneous Provisions
Section 11.01. Ratification of Agreement.................................................... 15
Section 11.02. Counterparts................................................................. 15
Section 11.03. GOVERNING LAW................................................................ 15
Section 11.04. Certain Tax Related Amendments............................................... 15
Section 11.05. Treatment of Noteholders..................................................... 15
Section 11.06. Transfer of the Series 2002-CC Certificate................................... 16
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SERIES 2002-CC SUPPLEMENT, dated as of September ___, 2002 (the
"Supplement"), among CAPITAL ONE BANK, a Virginia savings bank, as the Servicer,
CAPITAL ONE FUNDING, LLC, a Virginia limited liability company, as the
Transferor, and THE BANK OF NEW YORK, a New York banking corporation, as the
Trustee.
Pursuant to the Amended and Restated Pooling and Servicing Agreement,
dated as of September 30, 1993, as amended and restated as of August 1, 2002 (as
amended and restated and as amended and supplemented, the "Agreement"), among
the Transferor, the Servicer and the Trustee, the Transferor has created Capital
One Master Trust (the "Trust"). Section 6.03 of the Agreement provides that the
Transferor may from time to time direct the Trustee to authenticate one or more
new Series of Investor Certificates representing fractional undivided interests
in the Trust. The Principal Terms of any new Series are to be set forth in a
Supplement to the Agreement.
Pursuant to this Supplement, the Transferor and the Trustee shall
create a new Series of Investor Certificates and specify the Principal Terms
thereof.
ARTICLE I
Creation of the Series 2002-CC Certificates
Setion 1.01. Designation.
(a) There is hereby created a Series consisting of an Investor
Certificate to be issued pursuant to the Agreement and this Supplement to be
known as "Capital One Master Trust, Series 2002-CC." The Series 2002-CC
Certificate shall be known as the "Asset Backed Certificates, Series 2002-CC."
(b) Series 2002-CC shall be included in Group One and shall be a
Principal Sharing Series. Series 2002-CC shall not be subordinated to any other
Series. Notwithstanding any provision in the Agreement or in this Supplement to
the contrary, the first Distribution Date with respect to Series 2002-CC shall
be the __________ _____ Distribution Date.
(c) In the event that any term or provision contained herein shall
conflict with or be inconsistent with any term or provision contained in the
Agreement, the terms and provisions of this Supplement shall govern.
(d) This Supplement is the Series 2002-CC Supplement referred to in
the Transfer and Administration Agreement, dated as of September __, 2002, among
Capital One Multi-asset Execution Trust, as issuer, the Transferor, as
transferor, Capital One Bank, as administrator, and The Bank of New York, as
indenture trustee.
(e) Except as expressly provided herein, (i) the provisions of
Article VI and Article XII of the Agreement relating to the registration,
authentication, delivery, presentation, cancellation and surrender of Registered
Certificates and (ii) the provisions of Section 3.07 of the Agreement shall not
apply to cause the Series 2002-CC Certificates to be treated as debt for
federal, state and local income and franchise tax purposes, but rather the
Transferor intends and, together with the Series 2002-CC Certificateholders,
agrees to treat the Series 2002-CC Certificates for
federal, state and local income and franchise tax purposes as representing an
equity interest in the assets of the Trust.
ARTICLE II
Definitions
Sectionn 2.01. Definitions.
(a) Whenever used in this Supplement, the following words and phrases
shall have the following meanings, and the definitions of such terms are
applicable to the singular as well as the plural forms of such terms and the
masculine as well as the feminine and neuter genders of such terms.
"Adjusted Outstanding Dollar Principal Amount" shall have the meaning
specified in the Indenture.
"Available Funds" shall mean, with respect to any Monthly Period, an
amount equal to the Collections of Finance Charge Receivables (other than
Finance Charge Receivables allocated to Servicer Interchange with respect to
such Monthly Period) allocated to the Series 2002-CC Certificates (including any
investment earnings that are to be treated as Collections of Finance Charge
Receivables in accordance with the Agreement and this Supplement).
"Available Investor Principal Collections" shall mean, with respect to
any Monthly Period, an amount equal to the sum of (a) an amount equal to the
Principal Allocation Percentage of all Collections of Principal Receivables
received during such Monthly Period, plus (b) the amount of Miscellaneous
Payments, if any, for such Monthly Period that are allocated to Series 2002-CC
pursuant to Section 4.03 of the Agreement, plus (c) any Shared Principal
Collections with respect to other Series that are allocated to Series 2002-CC in
accordance with Section 4.04 of the Agreement and Section 4.04 hereof.
"Certificate Representative" shall mean (a) if there is one Holder of
the Series 2002-CC Certificate, such Holder or the designee of such Holder, and
(b) if there is more than one Holder of the Series 2002-CC Certificate, the
designee of the Holders of a majority of the outstanding principal balance of
the Series 2002-CC Certificate.
"Certificateholder Servicing Fee" shall have the meaning specified in
Section 3.01.
"Closing Date" shall mean ________ __, 2002.
"Cut-Off Date" shall mean September 1, 2002.
"Excess Shared Principal Collections" shall mean the excess of the
Shared Principal Collections over the aggregate amount of Principal Shortfalls
for all Series, as defined in each related Supplement, which are Principal
Sharing Series for such Distribution Date.
"Finance Charge Shortfall" shall have the meaning specified in Section
4.03.
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"Floating Allocation Amount" shall mean, on any date of determination
during any Monthly Period, an amount equal to the sum of the numerators used in
the calculation of the Floating Allocation Percentage (as defined in the Asset
Pool One Supplement) for all series of Notes for such Monthly Period.
"Floating Allocation Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, the numerator of which is the Floating Allocation Amount as
of the last day of the preceding Monthly Period and the denominator of which is
the sum of (a) the total amount of Principal Receivables in the Trust as of the
close of business on the last day of the preceding Monthly Period (or, with
respect to the first Monthly Period, the Cut-Off Date) and (b) the principal
amount on deposit in the Excess Funding Account as of the close of business on
the last day of the preceding Monthly Period; provided, however, that the amount
calculated above pursuant to clause (a) of the denominator shall be increased by
the aggregate amount of Principal Receivables in Additional Accounts added to
the Trust during such Monthly Period as though such Receivables had been added
to the Trust as of the first day of such Monthly Period and decreased by the
aggregate amount of Principal Receivables removed from the Trust during such
Monthly Period as though such Receivables had been removed from the Trust as of
the first day of such Monthly Period.
"Group One" shall mean Series 2002-CC and each other series specified
in the related Supplement to be included in Group One.
"Indenture" shall mean the Indenture, dated as of September __, 2002,
between Capital One Multi-asset Execution Trust, as issuer, and The Bank of New
York, as indenture trustee, as supplemented by the Asset Pool One Supplement,
dated as of September __, 2002, between COMET, as issuer, and The Bank of New
York, as indenture trustee, each as amended and supplemented from time to time.
"Initial Invested Amount" shall mean, for any date of determination,
the Principal Allocation Amount on such date of determination.
"Insolvency Proceeds" shall mean any proceeds arising out of a sale,
disposition or liquidation of Receivables (or interests therein) pursuant to
subsection 9.02(a) of the Agreement.
"Invested Amount" with respect to Series 2002-CC shall mean, on any
date of determination, an amount equal to the sum of the Nominal Liquidation
Amounts for each tranche of Notes Outstanding as of such date of determination.
"Legal Maturity Date," with respect to any tranche of Asset Pool One
Notes, shall have the meaning specified in the Indenture.
"Monthly Interest Proxy Amount" shall mean, with respect to any
Monthly Period, as determined on any date of determination, an amount equal to
the amount that would be deposited into the Interest Funding sub-Accounts for
all Outstanding Tranches of Notes for such Monthly Period assuming, unless the
Servicer shall have knowledge to the contrary, that (i) the Floating Allocation
Amount on such date of determination will be the Floating Allocation Amount on
each day remaining in such Interest Period and (ii) the rate at which amounts
are deposited into
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the Interest Funding sub-Accounts for all Outstanding Tranches of Notes for such
Monthly Period is 120% of the corresponding rate for the immediately preceding
Interest Period.
"Monthly Interest Target" shall mean, with respect to each Monthly
Period, an amount equal to the aggregate Targeted Interest Deposit Amounts (as
defined in the Asset Pool One Supplement) for all series of Asset Pool One Notes
for such Monthly Period.
"Monthly Principal Target" shall mean, with respect to each Monthly
Period, an amount equal to the aggregate Target Principal Deposit Amounts (as
defined in the Asset Pool One Supplement) for all series of Notes for such
Monthly Period.
"Monthly Servicing Fee" shall have the meaning specified in Section
3.01.
"Monthly Servicing Fee Proxy Amount" shall mean, with respect to any
Monthly Period, as determined on any date of determination, an amount equal to
the Monthly Servicing Fee calculated assuming, unless the Servicer shall have
knowledge to the contrary, that the Floating Allocation Amount on such date of
determination will be the Floating Allocation Amount on each day remaining in
such Monthly Period.
"Netting Conditions" shall mean, with respect to any date of
determination (i) no Series 2002-CC Adverse Event shall have occurred and be
continuing, (ii) [each Seller] shall have a long-term unsecured debt rating of
not lower than Baa3 by Xxxxx'x and (iii) all amounts required to be deposited by
the Transferor into the Excess Funding Account shall be on deposit in the Excess
Funding Account on such date of determination.
"Nominal Liquidation Amount," with respect to any tranche of Notes,
shall have the meaning specified in the Indenture or any supplement thereto.
"Note" shall mean any Asset Pool One Note (as defined in the Asset
Pool One Supplement).
"Outstanding" shall have the meaning specified in the Indenture.
"Outstanding Dollar Principal Amount" shall have the meaning specified
in the Indenture.
"Permitted Assignee" shall mean any Person who, if it were the holder
of an interest in the Trust, would not cause the Trust to be taxable as a
publicly traded partnership for federal income tax purposes.
"Principal Allocation Amount" shall mean, on any date of determination
during any Monthly Period, an amount equal to the sum of the numerators used in
the calculation of the Principal Allocation Percentage (as defined in the Asset
Pool One Supplement) for all series of Notes for such Monthly Period.
"Principal Allocation Percentage" shall mean, with respect to any day
during a Monthly Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Principal Allocation
Amount for such date and the denominator of
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which is the greater of (a) the sum of the total amount of Principal Receivables
in the Trust as of the last day of the immediately preceding Monthly Period and
the principal amount on deposit in the Excess Funding Account as of such last
day (or, in the case of the first Monthly Period, the Cut-Off Date) and (b) the
sum of the numerators used to calculate the principal allocation percentages for
all Series outstanding as of the date as to which such determination is being
made; provided, however, that the amount calculated above pursuant to clause (a)
of the denominator shall be increased by the aggregate amount of Principal
Receivables in Additional Accounts added to the Trust during such Monthly Period
as though such Receivables had been added to the Trust as of the first day of
such Monthly Period and decreased by the aggregate amount of Principal
Receivables removed from the Trust during such Monthly Period as though such
Receivables had been removed from the Trust as of the first day of such Monthly
Period.
"Principal Shortfall" shall have the meaning specified in Section
4.04.
"Reallocation Amount" shall mean, with respect to any Monthly Period,
the sum of the Reallocated Principal Amounts (as defined in the Asset Pool One
Supplement) for all series of Notes for such Monthly Period.
"Reassignment Amount" shall mean, with respect to any Distribution
Date, the sum of (a) the Adjusted Outstanding Dollar Principal Amount of all
Notes on such Distribution Date, (b) the Monthly Interest Target with respect to
the immediately preceding Monthly Period and (c) any other fees and expenses of
the Indenture Trustee payable by the Capital One Multi-asset Execution Trust
pursuant to the Indenture, each after giving effect to any deposits and
distributions otherwise to be made on such Distribution Date.
"Required Deposit Amount" shall mean, with respect to any Monthly
Period, as determined on any date of determination, the sum of (a) the Monthly
Interest Proxy Amount for the related Interest Period plus, (b) the Monthly
Servicing Fee Proxy Amount for such Monthly Period and any Monthly Servicing Fee
previously due but not distributed to the Servicer pursuant to the Indenture or
any supplement thereto, plus (c) the Series Default Proxy Amount for such
Monthly Period, plus (d) the aggregate amount of Nominal Liquidation Amount
Deficits (as defined in the Asset Pool One Supplement), plus (e) any other
amounts identified in the Asset Pool One Supplement.
"Segregated Transferor Interest" shall mean a dollar amount of the
Transferor Interest equal to the aggregate prefunded amounts on deposit in the
principal funding accounts for each series of Notes, as notified to the Servicer
pursuant to Section 4.05.
"Series 2002-CC" shall mean the Series of Investor Certificates, the
terms of which are specified in this Supplement, represented by the Series
2002-CC Certificate.
"Series 2002-CC Adverse Event" shall mean any of the following events:
(i) a Pay Out Event with respect to Series 2002-CC;
(ii) an Early Redemption Event as described in Section
4.01(a)(i) of the Card Series Indenture Supplement with respect to any
Card Series Notes or similar early redemption event relating to excess
spread amounts or portfolio yield as
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described in the Indenture Supplement for any other Outstanding Series
of Notes in Asset Pool One; or
(iii) an Event of Default and acceleration as described in
Section 601(a) or (b) of the Indenture with respect to any Outstanding
Notes.
"Series 2002-CC Certificateholder" shall mean the Person in whose name
a Series 2002-CC Certificate is registered in the Certificate Register.
"Series 2002-CC Certificates" shall mean any of Certificates executed
by the Transferor and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A.
"Series 2002-CC Monthly Principal Payment" shall mean, with respect to
each Monthly Period, an amount equal to the aggregate Monthly Principal Payments
(as defined in the Asset Pool One Supplement) for each series of Notes for such
Monthly Period.
"Series Default Proxy Amount" shall mean, with respect to any Monthly
Period, as determined on any date of determination, an amount equal to 200% of
the Asset Pool One Defaulted Amount (as defined in the Indenture or any
supplement thereto) for the prior Monthly Period.
"Servicing Base Amount" shall have the meaning specified in Section
3.01.
"Servicing Fee Rate" shall mean 2.00%.
"Targeted Reallocation Deposit" shall mean, with respect to each
Monthly Period, an amount equal to the product of (a) the highest Investor
Default Rate for the three immediately preceding Monthly Periods and (b) the
Invested Amount as of the close of business on the last day of the preceding
Monthly Period.
"Termination Date" shall mean the date designated by the Transferor
following the last Legal Maturity Date of any series, class or tranche of Asset
Pool One Notes.
(b) Notwithstanding anything to the contrary in this Supplement or
the Agreement, the term "Rating Agency" shall mean, whenever used in this
Supplement or the Agreement with respect to Series 2002-CC, Xxxxx'x and Standard
& Poor's and Fitch. As used in this Supplement and in the Agreement with respect
to Series 2002-CC, "highest investment ratings category" shall mean (i) in the
case of Standard & Poor's, A-1+, AAA, AAAm or AAAm-G, as applicable, (ii) in the
case of Xxxxx'x, P-1 or Aaa, as applicable and (iii) in the case of Fitch, if
rated by Fitch, F1+ or AAA, as applicable.
(c) Notwithstanding any provision of the Agreement or this
Supplement, the term "Paying Agent" when used in the Agreement or this
Supplement with respect to Series 2002-CC, shall mean, the Paying Agent
specified pursuant to the Agreement, and any successor paying agents with
respect to the Series 2002-CC Certificates as the Transferor may appoint from
time to time in accordance with the provisions of the Agreement.
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(d) All capitalized terms used herein and not otherwise defined
herein have the meanings ascribed to them in the Agreement.
(e) The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Supplement shall refer to this Supplement as a whole
and not to any particular provision of this Supplement; references to any
Article, Section or Exhibit are references to Articles, Sections and Exhibits in
or to this Supplement unless otherwise specified; and the term "including" means
"including without limitation."
Section 2.02. Amendment to Section 2.08 of the Agreement. Subsection
2.08(c)(i) of the Agreement is hereby amended and restated in its entirety to
read as follows:
(a) Automatic Additional Accounts. (i) The Transferor may from time
to time, at its sole discretion, subject to and in compliance with the
limitations specified in clause (ii) below and the applicable conditions
specified in paragraph (d) below, designate Eligible Accounts to be included as
Accounts as of the applicable Addition Date. For purposes of this paragraph,
Eligible Accounts shall be deemed to include only consumer revolving credit card
accounts or other consumer revolving credit accounts which (x) are originated by
an Account Owner or any Affiliate of an Account Owner, (y) are of a type
included as Initial Accounts or which have previously been included in any
Addition which has been effected in accordance with all of the conditions
specified in paragraph (d) below and (z) have a designation in the Transferor's
credit card master file other than the designations listed on Exhibit ___, as
such exhibit may be supplemented, revised or amended in writing by the
Transferor.
ARTICLE III
Servicer and Trustee
Section 3.01. Servicing Compensation. The share of the Servicing Fee
allocable to the Series 2002-CC Certificateholders with respect to any
Distribution Date (the "Monthly Servicing Fee") shall be equal to one-twelfth of
the product of (a) the Servicing Fee Rate and (b) the Floating Allocation Amount
for the Monthly Period preceding such Distribution Date (the amount calculated
pursuant to this clause (b) is referred to as the "Servicing Base Amount");
provided, however, with respect to the first Distribution Date, the Monthly
Servicing Fee shall be equal to the product of (i) the Servicing Base Amount for
the first Monthly Period, (ii) the Servicing Fee Rate and (iii) a fraction, the
numerator of which is [__] and the denominator of which is 360. On each
Distribution Date, but only if a Transferor or The Bank of New York is the
Servicer, Servicer Interchange with respect to the related Monthly Period that
is on deposit in the Collection Account shall be withdrawn from the Collection
Account and paid to the Servicer in payment of a portion of the Monthly
Servicing Fee with respect to such Monthly Period. In the case of any
insufficiency of Servicer Interchange on deposit in the Collection Account, a
portion of the Monthly Servicing Fee with respect to such Monthly Period will
not be paid to the extent of such insufficiency of Servicer Interchange. The
share of the Monthly Servicing Fee allocable to the Series 2002-CC
Certificateholders (after giving effect to the distribution of Servicer
Interchange, if any, to the Servicer) with respect to any Distribution Date (the
"Certificateholder Servicing Fee") shall be equal to one-twelfth of the product
of (a) the Net Servicing Fee Rate and (b) the Servicing Base Amount; provided,
however, that with respect to the first Distribution Date, the Certificateholder
Servicing Fee shall be equal to the product of (i) the Servicing Base Amount for
the first Monthly Period. (ii)
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the Net Servicing Fee Rate and (iii) a fraction, the numerator of which is [__]
and the denominator of which is 360. The remainder of the Servicing Fee shall be
paid by the Transferor or the Certificateholders of other Series (as provided in
the related Supplements) and in no event shall the Trust, the Trustee or the
Series 2002-CC Certificateholders be liable for the share of the Servicing Fee
to be paid by the Transferor or the Certificateholders of any other Series.
ARTICLE IV
Rights of Series 2002-CC Certificateholders and
Allocation and Application of Collections
Section 4.01. Collections and Allocations.
(a) Collections. The Servicer will apply, or will instruct the
Trustee to apply, all funds on deposit in the Collection Account allocable to
the Series 2002-CC Certificate as described in this Article IV.
(b) Allocations of Collections of Finance Charge Receivables to the
Series 2002-CC Certificateholders. Notwithstanding any provisions of Section
4.03 of the Agreement to the contrary, the Servicer shall, prior to the close of
business on any Date of Processing during any Monthly Period, allocate
Collections of Finance Charge Receivables to the Series 2002-CC
Certificateholders, for application as provided herein, in an amount equal to
the product of (A) the Floating Allocation Percentage for such Monthly Period
and (B) the aggregate amount of Collections of Finance Charge Receivables
received by the Servicer on the Date of Processing relating to such Date of
Processing; provided that so long as the Netting Conditions are satisfied, after
the date on which an amount of such Collections of Finance Charge Receivables
equal to the Required Deposit Amount for such Monthly Period has been deposited
into the Collection Account and allocated to the Series 2002-CC
Certificateholders, any amounts in excess thereof may be withdrawn from the
Collection Account and retained by the Servicer until applied pursuant to
Section 4.02 on the related Distribution Date.
(c) Allocations of Collections of Principal Receivables to the Series
2002-CC Certificateholders. Notwithstanding any provisions of Section 4.03 of
the Agreement to the contrary, the Servicer shall, prior to the close of
business on any Date of Processing during each Monthly Period, allocate
Collections of Principal Receivables to the Series 2002-CC Certificateholders,
for application as provided herein, in an amount equal to the product of (A) the
Principal Allocation Percentage for such Monthly Period and (B) the aggregate
amount of Collections of Principal Receivables received by the Servicer on such
Date of Processing; provided that, so long as (x) a Pay Out Event with respect
to Series 2002-CC shall not have occurred and be continuing and (y) an event as
described in clause (ii) of the definition of Series 2002-CC Adverse Event shall
not have occurred with respect to all Outstanding Notes, after the date on which
an amount of such Collections of Principal Receivables equal to the sum of:
(i) the Monthly Principal Target for such Monthly Period,
(ii) an amount equal to the lesser of (i) the Targeted Reallocation
Deposit, if any, on the related Distribution Date and (ii) the product of
(x) the Principal Allocation Percentage for such Monthly Period, (y) the
aggregate amount of Collections of Principal
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Receivables received by the Servicer on or prior to such Date of Processing
and (z) the Subordinated Note Percentage for such Monthly Period, and
(iii) if any other Principal Sharing Series is outstanding and in its
revolving period or accumulation period, the amount necessary to be treated
as Shared Principal Collections, for such other Series, if any, on the
related Distribution Date,
has been deposited into the Collection Account and allocated to the Series
2002-CC Certificateholders, any amounts in excess thereof may be withdrawn from
the Collection Account and paid to the Transferor, but only if (i) the
Transferor's Participation Amount exceeds the Required Transferor's Interest and
the aggregate amount of Principal Receivables exceeds the Required Principal
Balance, and otherwise such amounts shall be deposited into the Excess Funding
Account.
In addition, on each Distribution Date, the Transferor will deposit in
the Collection Account for application in accordance with Section 4.02 an amount
equal to the lesser of (i) the product of (x) the Principal Allocation
Percentage for such Monthly Period, (y) the aggregate amount of Collections of
Principal Receivables received by the Servicer for such Monthly Period and (z)
the Subordinated Note Percentage for such Monthly Period, and (ii) the
Reallocation Amount for such Distribution Date minus the Targeted Reallocation
Deposit for such Monthly Period.
Section 4.02. Application of Available Funds and Available Investor
Principal Collections. The Servicer shall cause the Trustee to apply, on each
Distribution Date, Available Funds and Available Investor Principal Collections
on deposit in the Collection Account with respect to such Distribution Date to
make the following distributions:
(a) On each Distribution Date, an amount equal to the Available Funds
with respect to such Distribution Date will be distributed to the Series
2002-CC Certificateholders.
(b) On each Distribution Date, an amount equal to the Available
Investor Principal Collections deposited in the Collection Account for the
related Monthly Period will be distributed in the following priority:
(i) an amount equal to the Series 2002-CC Monthly Principal Payment
for the related Monthly Period shall be distributed to the Series
2002-CC Certificateholders; and
(ii) for each Distribution Date, after giving effect to paragraph (i)
above, an amount equal to the balance, if any, of such Available Investor
Principal Collections then on deposit in the Collection Account shall be
treated as Shared Principal Collections and applied in accordance with
Section 4.04 of the Agreement.
Section 4.03. Excess Finance Charges. Series 2002-CC shall be included
in Group One. Subject to Section 4.05 of the Agreement, Excess Finance Charges
with respect to the Series in Group One for any Distribution Date will be
allocated to Series 2002-CC in an amount equal to the product of (x) the
aggregate amount of Excess Finance Charges with respect to all the Series in
Group One for such Distribution Date and (y) a fraction, the numerator of which
is the Finance
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Charge Shortfall for Series 2002-CC for such Distribution Date and the
denominator of which is the aggregate amount of Finance Charge Shortfalls for
all the Series in Group One for such Distribution Date. The amount of Excess
Finance Charges for Series 2002-CC for any Distribution Date shall be determined
pursuant to the Asset Pool One Supplement. The "Finance Charge Shortfall" for
Series 2002-CC for any Distribution Date will be equal to the excess, if any, of
(a) Monthly Interest Target for such Distribution Date over (b) the Available
Funds with respect to the related Monthly Period.
Section 4.04. Shared Principal Collections. Subject to Section 4.04 of
the Agreement, Shared Principal Collections for any Distribution Date will be
allocated to Series 2002-CC in an amount equal to the product of (x) the
aggregate amount of Shared Principal Collections with respect to all Series for
such Distribution Date and (y) a fraction, the numerator of which is the
Principal Shortfall for Series 2002-CC for such Distribution Date and the
denominator of which is the aggregate amount of Principal Shortfalls for all the
Series which are Principal Sharing Series for such Distribution Date. The
"Principal Shortfall" for Series 2002-CC will be equal to, for any Distribution
Date, the excess, if any, of the sum of the Principal Shortfalls (as defined in
the Indenture) for all series of Notes for the related Monthly Period over the
sum of the Principal Excesses (as defined in the Indenture or the related
supplements thereto) for all series of Notes for the related Monthly Period.
Section 4.05. Collections of Finance Charge Receivables Allocable to
Segregated Transferor Interest. The Certificate Representative may from time to
time notify the Servicer of the existence of a prefunding target amount and of
the amount of the Transferor Interest that is to be the Segregated Transferor
Interest in an amount equal to the prefunded amounts on deposit in the Principal
Funding Accounts (as defined in the Indenture and any supplement thereto) for
any series of Notes. Prior to the close of business on the day any Collections
are deposited in the Collection Account during the Monthly Period in which such
notice was given from and after the date of such notice, the Servicer will:
(a) allocate to the Segregated Transferor Interest and deposit in the
Collection Account the aggregate amount of all Collections of Finance Charge
Receivables allocable to the Segregated Transferor Interest with respect to such
Monthly Period, and
(b) on the following Distribution Date, (i) pay to the Series 2002-CC
Certificateholders an amount equal to the lesser of (x) the aggregate amount
deposited in the Collection Account pursuant to clause (a) above, and (y) the
aggregate amount of all Prefunding Earnings Shortfalls (as defined in the
Indenture and the related supplements thereto) for all tranches of Notes with
respect to such Monthly Period and (ii) pay to the Holder of the Transferor
Interest an amount equal to any excess; provided, however, that within two (2)
Business Days of the occurrence of an Insolvency Event, the aggregate amount
deposited into the Collection Account pursuant to clause (a) on or prior to the
occurrence of such Insolvency Event will, to the extent not previously paid to
the Series 2002-CC Certificateholders, be paid to the Series 2002-CC
Certificateholders.
10
ARTICLE V
Distributions and Reports to Series 2002-CC Certificateholders
Section 5.01. Distributions.
(a) On each Distribution Date, the Paying Agent shall distribute to
the Certificate Representative the aggregate amount payable to the Series
2002-CC Certificateholders pursuant to Section 4.02 to the account of the
Certificate Representative, as specified in writing by the Certificate
Representative, in immediately available funds.
(b) The distributions to be made pursuant to this Section 5.01 are
subject to the provisions of Sections 2.06, 9.02, 10.01 and 12.02 of the
Agreement and Sections 8.01 and 8.02 of this Supplement.
Section 5.02. Reports and Statements to Series 2002-CC
Certificateholders.
(a) On each Distribution Date, the Paying Agent, on behalf of the
Trustee, shall make available for inspection upon request to each Series 2002-CC
Holder free of charge at the office of such Paying Agent a statement
substantially in the form of Exhibit C prepared by the Servicer for a period of
six months commencing on such Distribution Date.
(b) Not later than each Determination Date, the Servicer shall
deliver to the Certificate Representative, the Trustee, the Paying Agent, the
Transferor and each Rating Agency (i) a statement substantially in the form of
Exhibit B prepared by the Servicer and (ii) a certificate of a Servicing Officer
substantially in the form of Exhibit C.
ARTICLE VI
Additional Pay Out Events
Section 6.01. Additional Pay Out Events. If any one of the following
events shall occur with respect to the Series 2002-CC Certificates:
(a) failure on the part of the Transferor (i) to make any payment or
deposit required by the terms of the Agreement or this Supplement on or before
the date occurring five Business Days after the date such payment or deposit is
required to be made therein or herein or (ii) duly to observe or perform any
other covenants or agreements of the Transferor set forth in the Agreement or
this Supplement (including the covenants of the Transferor contained in Article
IX of this Supplement), which failure has a material adverse effect on the
Series 2002-CC Holders and which continues unremedied for a period of 60 days
after the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Transferor by the Trustee, or to the
Transferor and the Trustee by any Series 2002-CC Holder;
(b) any representation or warranty made by the Transferor in the
Agreement or this Supplement, or any information contained in the Account
Schedule required to be delivered by the Transferor pursuant to Section 2.01 of
the Agreement, shall prove to have been incorrect in any
11
material respect when made or when delivered, which continues to be incorrect in
any material respect for a period of 60 days after the date on which written
notice of such failure, requiring the same to be remedied, shall have been given
to the Transferor by the Trustee, or to the Transferor and the Trustee by any
Holder of the Series 2002-CC Certificateholder's Interest and as a result of
which the interests of the Series 2002-CC Holders are materially and adversely
affected and continue to be materially and adversely affected for such period;
provided, however, that a Pay Out Event pursuant to this subsection 6.01(b)
shall not be deemed to have occurred hereunder if the Transferor has accepted
reassignment of the related Receivable, or all of such Receivables, if
applicable, during such period in accordance with the provisions of the
Agreement;
(c) a failure by the Transferor to convey Receivables in Additional
Accounts or Participation Interests to the Trustee within five Business Days
after the day on which it is required to convey such Receivables or
Participation Interests pursuant to subsection 2.08(a) of the Agreement or
Section 9.02 of this Supplement;
(d) any Servicer Default shall occur; or
(e) a Transfer Restriction Event shall occur;
then, in the case of any event described in subparagraph (a), (b) or (d), after
the applicable grace period, if any, set forth in such subparagraphs, either the
Trustee or the holders of Investor Certificates of Series 2002-CC evidencing
more than 50% of the aggregate unpaid principal amount of Investor Certificates
by notice then given in writing to the Transferor and the Servicer (and to the
Trustee if given by the holders of Investor Certificates of Series 2002-CC) may
declare that a Pay Out Event has occurred with respect to Series 2002-CC as of
the date of such notice, and, in the case of any event described in subparagraph
(c) or (e) a Pay Out Event shall occur with respect to Series 2002-CC without
any notice or other action on the part of the Trustee or holders of Investor
Certificates of Series 2002-CC immediately upon the occurrence of such event.
ARTICLE VII
[Reserved]
ARTICLE VIII
Final Distributions
Section 8.01. Transfer of Receivables or Certificateholders' Interest
pursuant to Section 2.06 or 10.01 of the Agreement.
(a) Acquisition Price. (i) The amount to be paid by the Transferor
with respect to Series 2002-CC in connection with a reassignment of
Receivables to the Transferor pursuant to Section 2.06 of the Agreement
shall equal the Reassignment Amount for the first Distribution Date
following the Monthly Period in which the reassignment obligation arises
under the Agreement.
(ii) The amount to be paid by the Transferor with respect to Series
2002-CC in connection with a reassignment of the Certificateholders'
Interest pursuant to Section 10.01
12
of the Agreement shall equal the sum of (x) the Reassignment Amount for the
Distribution Date of such reassignment and (y) the excess, if any, of (I) a
price equivalent to the average of bids quoted on the Record Date preceding
the date of repurchase (or, if not a Business Day, on the next succeeding
Business Day) by at least two recognized dealers selected by the Trustee at
the written direction of the Servicer, for the purchase by such dealers of
a security which is similar to the Notes with a remaining maturity
approximately equal to the remaining maturity of the Notes and rated by
each rating agency in the rating category originally assigned to the Notes
over (II) the portion of the Reassignment Amount attributable to the Series
2002-CC Certificates.
(b) Distributions Pursuant to Section 7.01 of this Supplement and
Section 10.01 of the Agreement. With respect to the Reassignment Amount
deposited into the Collection Account pursuant to Section 7.01 or subsection
8.01(a)(ii) or any amounts allocable to the Series 2002-CC Certificateholders'
Interest deposited into the Collection Account pursuant to Section 12.02, the
Trustee shall, not later than 12:00 noon, Richmond, Virginia time, on the
related Distribution Date, make deposits or distributions of the following
amounts (in the priority set forth below and, in each case, after giving effect
to any deposits and distributions otherwise to be made on such date) in
immediately available funds: (i) the aggregate Outstanding Dollar Principal
Amount of all Outstanding Asset Pool One Notes on such Distribution Date will be
distributed to the Series 2002-CC Certificateholders and (ii) an amount equal to
the Monthly Interest Target for such Distribution Date will be distributed to
the Series 2002-CC Certificateholders. Notwithstanding anything to the contrary
contained in this Supplement or the Agreement, the amount of any excess
determined pursuant to paragraph (a)(ii)(y) shall be distributed to the Series
2002-CC Certificateholders.
(c) Distributions Pursuant to Section 2.06 of the Agreement. With
respect to any amounts deposited into the Collection Account pursuant to
subsection 8.01(a)(i), the Trustee shall, not later than 12:00 noon, Richmond,
Virginia time, on the related Distribution Date, distribute the principal
portion of such amounts that are allocable to the Series 2002-CC Holders to the
Series 2002-CC Certificateholders.
(d) Notwithstanding anything to the contrary in this Supplement or
the Agreement, all amounts distributed to the Paying Agent pursuant to
subsection 8.01(b) for payment to the Series 2002-CC Holders shall be deemed
distributed in full to the Series 2002-CC Holders on the date on which such
funds are distributed to the Paying Agent pursuant to this Section and shall be
deemed to be a final distribution pursuant to Section 12.02 of the Agreement.
Section 8.02. Distribution of Proceeds of Sale, Disposition or
Liquidation of the Receivables pursuant to Section 9.02 of the Agreement.
(a) Not later than 12:00 noon, Richmond, Virginia time, on the
Distribution Date following the date on which the Insolvency Proceeds are
deposited into the Collection Account pursuant to subsection 9.02(b) of the
Agreement, the Trustee shall (in the following priority and, in each case, after
giving effect to any deposits and distributions otherwise to be made on such
Distribution Date), deduct an amount equal to the aggregate Outstanding Dollar
Principal Amount of all Outstanding Asset Pool One Notes on such Distribution
Date from the portion of the Insolvency Proceeds allocated to Collections of
Principal Receivables and distribute such amount to the Paying Agent for payment
to the Series 2002-CC Certificateholders, provided that the
13
amount of such distribution shall not exceed the product of (x) the portion of
the Insolvency Proceeds allocated to Collections of Principal Receivables and
(y) the Principal Allocation Percentage with respect to the related Monthly
Period.
(b) Not later than 12:00 noon, Richmond, Virginia time, on such
Distribution Date, the Trustee shall (in the following priority and, in each
case, after giving effect to any deposits and distributions otherwise to be made
on such Distribution Date) deduct an amount equal to the Monthly Interest Target
for such Distribution Date, from the portion of the Insolvency Proceeds
allocated to Collections of Finance Charge Receivables and distribute such
amount to the Paying Agent for payment to the Series 2002-CC Certificateholders,
provided that the amount of such distribution shall not exceed the product of
(A) the portion of the Insolvency Proceeds allocated to Collections of Finance
Charge Receivables and (B) the Floating Allocation Percentage with respect to
the related Monthly Period.
(c) Notwithstanding anything to the contrary in this Supplement or
the Agreement, all amounts distributed to the Paying Agent pursuant to this
Section for payment to the Series 2002-CC Holders shall be distributed in full
to the Series 2002-CC Holders on the date on which funds are distributed to the
applicable Paying Agents pursuant to this Section and shall be deemed to be a
final distribution pursuant to Section 12.02 of the Agreement.
(d) Notwithstanding any provision of the Agreement or this
Supplement, for purposes of subsection 9.02(a) of the Agreement, the Holders of
the Series 2002-CC Certificates shall be deemed to have irrevocably disapproved
a liquidation of the Receivables following an Insolvency Event with respect to
the Transferor.
ARTICLE IX
Sale of Receivables
Section 9.01. Sale of Receivables. Upon notice to the Servicer and the
Transferor by the Certificate Representative pursuant to the Indenture with
respect to any tranche of accelerated Notes or any tranche of Notes which has
reached its Legal Maturity Date, the Trustee will sell to a Permitted Assignee
Principal Receivables and the related Finance Charge Receivables (or interests
therein) in an amount specified by the Certificate Representative which shall be
a portion of the Invested Amount of Series 2002-CC equal to the Nominal
Liquidation Amount of the affected tranche of Notes, calculated as of the end of
the prior Monthly Period (after giving effect to deposits and distributions
otherwise to be made with respect to such Monthly Period). The proceeds from
such sale shall be immediately paid to the Certificate Representative.
ARTICLE X
New Issuances
Section 10.01. New Issuances. The obligation of the Trustee to
authenticate the Investor Certificates of a new Series and to execute and
deliver the related Supplement shall be subject to the conditions set forth in
subsection 6.03(b) of the Agreement and to the additional
14
condition that, as of the Series Issuance Date and after giving effect to such
issuance, the aggregate amount of Principal Receivables equals or exceeds the
Required Principal Balance.
ARTICLE XI
Miscellaneous Provisions
Section 11.01. Ratification of Agreement. As supplemented by this
Supplement, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Supplement shall be read, taken and
construed as one and the same instrument.
Section 11.02. Counterparts. This Supplement may be executed in two or
more counterparts, and by different parties on separate counterparts, each of
which shall be an original, but all of which shall constitute one and the same
instrument.
Section 11.03. GOVERNING LAW. THIS SUPPLEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 11.04. Certain Tax Related Amendments. In addition to being
subject to amendment pursuant to any other provisions relating to amendments in
either the Agreement or this Supplement, this Supplement may be amended by the
Transferor without the consent of the Servicer, the Trustee or any Series
2002-CC Certificateholder if the Transferor provides the Trustee with (i) an
Opinion of Counsel to the effect that such amendment or modification would
reduce the risk the Trust would be treated as taxable as a publicly traded
partnership pursuant to Code section 7704 and (ii) a certificate that such
amendment or modification would not materially and adversely affect any Series
2002-CC Certificateholder; provided, that no such amendment shall be deemed
effective without the Trustee's consent, if the Trustee's rights, duties and
obligations hereunder are thereby modified. Promptly after the effectiveness of
any amendment pursuant to this Section 11.04, the Transferor shall deliver a
copy of such amendment to each of the Servicer, the Trustee and each Rating
Agency.
Section 11.05. Treatment of Noteholders. Subject to subsection
8.02(d), for purposes of any provision of the Agreement or this Supplement
requiring or permitting actions with the consent of, or at the direction of,
Series 2002-CC Certificateholders holding a specified percentage of the
aggregate unpaid principal amount of Series 2002-CC Certificates (a) each
Noteholder (as defined in the Asset Pool One Supplement) will be deemed to be a
Series 2002-CC Certificateholder; (b) each Noteholder will be deemed to be the
Holder of an aggregate unpaid principal amount of the Series 2002-CC Certificate
equal to the Adjusted Outstanding Dollar Principal Amount of such Noteholder's
Notes; (c) each series of Notes under the Indenture will be deemed to be a
separate Series of Investor Certificates and the Holder of a Note of such series
will be deemed to be the Holder of an aggregate unpaid principal amount of such
Series of Investor Certificates equal to the Adjusted Outstanding Dollar
Principal Amount of such Noteholder's Notes of such series; (d) each tranche of
Notes under the Asset Pool One Supplement will be deemed to be a separate Class
of Investor Certificates and the Holder of a Note of such tranche will be deemed
15
to be the Holder of an aggregate unpaid principal amount of such Class of
Investor Certificates equal to the Adjusted Outstanding Dollar Principal Amount
of such Noteholder's Notes of such tranche and (e) any Notes owned by the
Capital One Multi-asset Execution Trust, the Transferor, the Servicer, any other
holder of the Transferor Interest or any Affiliate thereof will be deemed not to
be outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such consent or direction, only Notes which the
Trustee knows to be so owned shall be so disregarded. Notes so owned which have
been pledged in good faith shall not be disregarded and may be regarded as
outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Notes and that the pledgee is not
the Transferor, the Servicer, any other holder of the Transferor Interest or any
Affiliate thereof.
Section 11.06. Transfer of the Series 2002-CC Certificate. After the
Closing Date, the Series 2002-CC Certificate may not be sold, participated,
transferred, assigned, exchanged or otherwise pledged or conveyed in whole or in
part except upon the prior delivery to the Master Trust Trustee and the Owner
Trustee of a Master Trust Tax Opinion and an Issuer Tax Opinion (each as defined
in the Indenture), respectively, with respect thereto.
16
IN WITNESS WHEREOF, the undersigned have caused this Supplement to be
duly executed and delivered by their respective duly authorized officers on the
day and year first above written.
CAPITAL ONE BANK,
Servicer
By:______________________________________
Name:
Title:
CAPITAL ONE FUNDING, LLC,
Transferor
By:______________________________________
Name:
Title:
THE BANK OF NEW YORK,
as Trustee and not in its individual capacity
By:______________________________________
Name:
Title:
[Signature Page to Series 2002-CC Supplement]
EXHIBIT A
FORM OF CERTIFICATE
THE HOLDER HEREOF, BY PURCHASING THIS SERIES 2002-CC CERTIFICATE,
AGREES THAT IT IS ACQUIRING THIS SERIES 2002-CC CERTIFICATE FOR ITS OWN
ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) AND NOT WITH A VIEW TO, OR FOR
SALE IN CONNECTION WITH, THE PUBLIC DISTRIBUTION HEREOF AND THAT NEITHER
THIS SERIES 2002-CC CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED,
SOLD, PLEDGED, OR OTHERWISE TRANSFERRED, EXCEPT IN COMPLIANCE WITH THE
REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED AND ANY
APPLICABLE PROVISIONS OF ANY STATE SECURITIES LAWS OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM SUCH PROVISIONS. THE TRANSFER OF THIS SERIES
2002-CC CERTIFICATE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THIS SERIES
2002-CC CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED, ASSIGNED,
EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED, EXCEPT IN ACCORDANCE WITH THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
No.__
CAPITAL ONE MASTER TRUST
SERIES 2002-CC CERTIFICATE
ASSET BACKED CERTIFICATE, SERIES 2002-CC
Evidencing an Undivided Interest in a trust, the corpus of which consists of a
portfolio of MasterCard(R) and VISA(R) credit card receivables acquired by
Capital One Funding, LLC and other assets and interests constituting the Trust
under the Pooling and Servicing Agreement described below.
(Not an interest in or obligation of
Capital One Funding, LLC or any Affiliate thereof.)
This certifies that ______________________________ (the "Investor
Certificateholder") is the registered owner of an Undivided Interest in a trust
(the "Trust"), the corpus of which consists of a portfolio of receivables (the
"Receivables") existing in the consumer revolving credit card accounts and other
consumer revolving credit accounts identified under the Agreement from time to
time (the "Accounts"), all Receivables generated under the Accounts from time to
time thereafter, funds collected or to be collected from accountholders in
respect of the Receivables, all funds which are from time to time on deposit in
a Collection
A-1
Account and in the Series Accounts, an interest in any Funds Collateral relating
to Secured Accounts, the benefits of any Series Enhancements issued and to be
issued by Series Enhancers with respect to one or more series of Investor
Certificates, the rights, remedies, powers, privileges and claims of the
Transferor with respect to (A) the Receivables Purchase Agreement dated as of
August 1, 2002 between Capital One Bank and Capital One Funding, LLC and (B) the
Receivables Purchase Agreement dated as of August 1, 2002, between Capital One,
F.S.B. and Capital One Funding, LLC, and all other assets and interests
constituting the Trust Assets pursuant to an Amended and Restated Pooling and
Servicing Agreement, dated as of September 30, 1993, as amended and restated as
of August 1, 2002, as supplemented by the Series 2002-CC Supplement, dated as of
[________ __, 2002] (collectively, the "Pooling and Servicing Agreement"), by
and between Capital One Funding, LLC, as Transferor (the "Transferor"), Capital
One Bank, as Servicer (the "Servicer"), and The Bank of New York, as Trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinbelow.
To the extent not defined herein, capitalized terms used herein have
the respective meanings assigned to them in the Pooling and Servicing Agreement.
This Investor Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the Investor
Certificateholder by virtue of the acceptance hereof assents and by which the
Investor Certificateholder is bound.
Although a summary of certain provisions of the Pooling and Servicing
Agreement is set forth below, this Investor Certificate is qualified in its
entirety by the terms and provisions of the Pooling and Servicing Agreement and
reference is made to that Pooling and Servicing Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee.
Beginning on [_____ __, 2002] and on each Transfer Date thereafter,
the Trustee shall distribute to the Investor Certificateholders of record as of
the last Business Day of the calendar month preceding such Transfer Date such
amounts as are payable pursuant to the Pooling and Servicing Agreement and as
are requested by the certificate delivered to the Trustee by the Servicer
pursuant to Section 5.01 of the Pooling and Servicing Agreement. The Series
2002-CC Termination Date is the earlier the occur of (i) the date designated by
the Seller following the last occurring Legal Maturity Date of any tranche of
Notes and (ii) the Trust Termination Date. Principal with respect to the Series
2002-CC Certificates will be paid under the circumstances described in the
Pooling and Servicing Agreement.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Investor Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement,
or be valid for any purpose.
This Investor Certificate shall constitute a "security" within the
meaning of (i) Article 8 of the Uniform Commercial Code (including Section
8-102(a)(15) thereof) as in effect from time to time in the State of Delaware
and (ii) the Uniform Commercial Code of any other applicable jurisdiction that
presently or hereafter substantially includes the 1994 revisions to Article 8
thereof as adopted by the American Law Institute and the National Conference of
A-2
Commissioners on Uniform State Laws and approved by the American Bar Association
on February 14, 1995.
This Investor Certificate shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to conflict of
law principles thereof.
A-3
IN WITNESS WHEREOF, Capital One Funding, LLC has caused this Series
2002-CC Certificate to be duly executed on this ___ day of _____________.
By: _______________________________
Name:
Title:
A-4
Form of Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Series 2002-CC Certificates referred to in
the within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
Trustee
By: ______________________________
Authorized Signatory
Date: __________ __, 2002
A-5
EXHIBIT B
FORM OF MONTHLY STATEMENT
CAPITAL ONE MASTER TRUST
SERIES 2002-CC
B-1
EXHIBIT C
FORM OF MONTHLY SERVICER'S CERTIFICATE
CAPITAL ONE BANK
-------------------------------------------------
CAPITAL ONE MASTER TRUST
SERIES 2002-CC
-------------------------------------------------
The undersigned, a duly authorized representative of Capital One Bank,
as Servicer, pursuant to the Amended and Restated Pooling and Servicing
Agreement, dated as of September 30, 1993, as amended and restated as of August
1, 2002 (as amended and supplemented, the "Agreement"), as supplemented by the
Series 2002-CC Supplement (as amended and supplemented, the "Series
Supplement"), dated as of [_______ __, 2002], each among Capital One Bank, as
Servicer, Capital One Funding, LLC, as Transferor, and The Bank of New York, as
Trustee, does hereby certify as follows:
1. Capitalized terms used in this Certificate have their respective
meanings as set forth in the Agreement or Series Supplement, as applicable.
2. Capital One Bank is, as of the date hereof, the Servicer under the
Agreement.
3. The undersigned is a Servicing Officer.
4. This Certificate relates to the Distribution Date occurring on
________.
5. As of the date hereof, to the best knowledge of the undersigned,
the Servicer has performed in all material respects all its obligations
under the Agreement through the Monthly Period preceding such Distribution
Date [or, if there has been a default in the performance of any such
obligation, set forth in detail the (i) nature of such default, (ii) the
action taken by the Sellers and Servicer, if any, to remedy such default
and (iii) the current status of each such default; if applicable, insert
"None"].
6. As of the date hereof, to the best knowledge of the undersigned, no
Pay Out Event occurred on or prior to such Distribution Date.
7. As of the date hereof, to the best knowledge of the undersigned, no Lien has
been placed on any of the Receivables other than pursuant to the Agreement [or,
if there is a Lien, such Lien consists of_________].
C-1
IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Certificate this ______ day of __________, 20__.
CAPITAL ONE BANK,
as Servicer
By:_________________________
Name:
Title:
C-2-
