CAPITAL ONE MULTI-ASSET EXECUTION TRUST (Issuer) CAPITAL ONE FUNDING, LLC (Transferor) CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION (Seller and Servicer) [FORM OF] UNDERWRITING AGREEMENTUnderwriting Agreement • December 29th, 2015 • Capital One Master Trust • Asset-backed securities • New York
CAPITAL ONE FUNDING, LLC, as Transferor, CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION, as Servicer, and THE BANK OF NEW YORK MELLON, as the Trustee CAPITAL ONE MASTER TRUST [FORM OF] AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT Dated as of...Pooling and Servicing Agreement • December 29th, 2015 • Capital One Master Trust • Asset-backed securities • New York
which computer file or microfiche list shall be marked as Schedule 1 to this Reassignment and shall supplement Schedule 1 to the Agreement.
CAPITAL ONE MULTI-ASSET EXECUTION TRUST as Issuer and THE BANK OF NEW YORK MELLON as Indenture Trustee [FORM OF] INDENTURE Dated as of October 9, 2002, As amended and restated as of January 13, 2006 and [ ] [ ], 201[ ]Indenture • December 29th, 2015 • Capital One Master Trust • Asset-backed securities • New York
THIS INDENTURE between CAPITAL ONE MULTI-ASSET EXECUTION TRUST, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), having its principal office at E.A. Delle Donne Corporate Center, Montgomery Building, 1011 Centre Road, Wilmington, DE 19805-1266, and THE BANK OF NEW YORK MELLON, a New York banking corporation, in its capacity as Indenture Trustee (the “Indenture Trustee”), is made and entered into as of October 9, 2002, as amended and restated as of January 13, 2006 and [ ] [ ], 201[ ].
FORM OF] DISPUTE RESOLUTION AGREEMENTDispute Resolution Agreement • December 29th, 2015 • Capital One Master Trust • Asset-backed securities • New York
THIS DISPUTE RESOLUTION AGREEMENT, dated as of [ ] [ ], 201[ ] (this “Agreement”) is by and among CAPITAL ONE FUNDING, LLC, in its individual capacity (“Funding”), CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION, in its individual capacity (the “Bank”), and THE BANK OF NEW YORK MELLON, as Trustee (the “Trustee”).
CAPITAL ONE MASTER TRUST [FORM OF] SECOND AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • December 29th, 2015 • Capital One Master Trust • Asset-backed securities • New York
This SECOND AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of [ ] [ ], 201[ ] (the “Amendment”) to the Amended and Restated Receivables Purchase Agreement, dated as of August 1, 2002, as amended and restated as of July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Agreement”), is entered into between CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION, a national banking association (the “Bank” or “Capital One”), and CAPITAL ONE FUNDING, LLC, a Virginia limited liability company (“Funding”).
CAPITAL ONE MULTI-ASSET EXECUTION TRUST as Issuer and THE BANK OF NEW YORK MELLON as Indenture Trustee [FORM OF] CARD SERIES INDENTURE SUPPLEMENT Dated as of October 9, 2002 As amended and restated as of [ ] [ ], 201[ ] to ASSET POOL 1 SUPPLEMENT...Card Series Indenture Supplement • December 29th, 2015 • Capital One Master Trust • Asset-backed securities • New York
On this day of , 20[ ], before me personally came , a of , to me known to be the person described in and who executed the foregoing instrument, and duly acknowledged that [he][she] executed the same for the purposes therein contained, and acknowledged the same to be [his][her] free act and deed.
FORM OF] AMENDED AND RESTATED SERIES 2002-CC SUPPLEMENT Dated as of October 9, 2002 As amended and restated as of [ ] [ ], 201[ ] to AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT Dated as of September 30, 1993, As amended and restated as of...Pooling and Servicing Agreement • December 29th, 2015 • Capital One Master Trust • Asset-backed securities • New York
AMENDED AND RESTATED SERIES 2002-CC SUPPLEMENT, dated as of [ ] [ ], 201[ ] (the “Supplement”), among CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION, national banking association, as the Servicer, CAPITAL ONE FUNDING, LLC, a Virginia limited liability company, as the Transferor, and THE BANK OF NEW YORK MELLON, a New York banking corporation, as the Trustee.
FORM OF] ASSET REPRESENTATIONS REVIEW AGREEMENT CAPITAL ONE FUNDING, LLC, as Transferor and CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION, as Servicer and in its individual capacity and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations...Asset Representations Review Agreement • December 29th, 2015 • Capital One Master Trust • Asset-backed securities • New York
This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of the [ ] day of [ ], 201[ ], by and among CAPITAL ONE FUNDING, LLC, a Virginia limited liability company (together with its successors and assigns, “Funding”), as Transferor (the “Transferor”), CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION, a national banking association, in its individual capacity (together with its successors and assigns, “Capital One”), and as Servicer (the “Servicer”), and Clayton Fixed Income Services LLC, a Delaware limited liability company, as Asset Representations Reviewer (the “Asset Representations Reviewer”).
